Terms of Business
1. The Company is SLS Metalworks Ltd whose registered office is at unit 9, Walworth Industrial Estate, North Way, Andover, SP10 5AZ. The Customer is the party to whom the Offer is made and for the avoidance of doubt the term Customer includes any Party with whom the Company contracts with.
2. Any offer made by the Company (the Offer) is made on the basis of these Terms of Business. No contract shall come into effect until the Offer has been accepted by the Customer. For the avoidance of doubt, such acceptance shall be deemed to include inter alia payment of an initial payment by the Customer or issue of correspondence by the Company confirming the Customer’s verbal instruction to proceed. Any such contract shall be exclusively subject to these Terms of Business, save where these Terms are expressly amended in writing within the Offer, and shall specifically exclude any conditions contained within any invitation to tender or any conditions in the Customer’s acceptance of the Offer unless expressly agreed in writing by a Director of the Company. Any action taken by the Company on receipt of the Customer’s acceptance of the Offer is undertaken expressly on this basis.
Customer order and order confirmation.
3. The Company cannot process any order unless all information is presented clearly and the following as a minimum is contained / supplied;
- i) The order is faxed or e-mailed on Customer headed paper with a valid order No;
- ii) The order is clearly legible and has a full delivery post code and address.
- iii) Signature and return of the Company's latest quotation
Should any of the above not be the case then the Customer will be contacted, and will be asked to correct / confirm the concerns. Only when the corrected information has been received will the order be processed. The Company will not be liable for any costs incurred by delays in delivery as a result of orders not being supplied with all required information.
4. The Company accepts no liability for any delays, caused by processing delays of the orders due to any form of payment / account issues howsoever caused.
5. An order confirmation will be sent out after the order has been entered on our system and it is the responsibility of the Customer to check the order for accuracy and report any inaccuracies immediately.
6. Despatch date predictions and construction programmes will be estimated and presented with the Offer as applicable. The dates given in the quotation are provisional only. Any delay in the acceptance of the Offer, an instruction to proceed with the works, the provision of all necessary information, or payment of sums due beyond the dates quoted in the Offer is likely to impact upon despatch dates and programmes.
6.1 Delivery times will be agreed at point of order. Faster turnaround can be negotiated for urgent orders
7. Programmes are based upon the timely provision of information and Customer approval of any designs (where applicable) within 7 calendar days of submission. Should the Company be delayed for any reason, whether expressly mentioned in these terms of business or not, beyond its control, it reserves the right to charge the Customer additional sums for such delay. The Company may invoice product on the date that was originally specified, should that date subsequently be delayed by the Customer when the goods have already been manufactured. In the event that the Customer is unable to take delivery on the predicted despatch date the Company reserves the right to charge the Customer additional sums for double handling. Storage charges will be made if despatch is not possible thirty days after the materials are ready for despatch. The Company, having given reasonable notice, reserves the right to dispose of materials to cover storage charges which are unpaid.
8. The Customer is responsible for such access and secure storage on the site as required by the Company (including dry storage where this is required). The Customer is responsible for the security of the site. Risk for the goods passes to the Customer on delivery to the site.
9. Legal title in the materials supplied by the Company shall remain with the Company and not pass to the Customer until all sums due under the contract have been paid in full by the Customer. If payment is not made in full, the Company or its agents may enter upon any premises where the Customer has stored the goods (or the Company reasonably believes them to be stored) in order to repossess them. If payment is not made by the Customer for the goods in accordance with the terms of the Contract the Company will be entitled to maintain an action for the price of the goods, and all losses incurred by the Company as a consequence of non -payment, notwithstanding that title in the goods has not passed.
10. Site conditions shall be maintained by the Customer so that they are and remain at all times adequate, suitable and safe for the Company to deliver materials in an articulated HGV. In the event of failure to deliver as a result of a vehicle not being able to get into or onto site, then any costs associated with this are to be met by the Customer. Note that the Haulier’s decision as to whether he can safely gain access to site will be the final decision.
11. The Customer shall be responsible for all unloading of materials on site unless expressly agreed in writing by the Company.
12. The Company make deliveries to specified areas on dedicated days and as such may not be able to deliver on the requested day as the vehicle is not in that area. Prices for delivery are based upon this system and should a dedicated day be required which is not in line with the specified days, then an additional charge may be applicable. The Company accept no liability should delivery not be able to be made on the day requested due to transport limitations.
13. On arrival at site one hour is allowed for offloading the vehicle after which demurrage charges will be incurred by the Customer at the prevailing rate. Two full days’ notice must be given to the Company in respect of any delivery date changes. Any changes later than this may be subject to cancellation / re-arrangement charges from the Haulier, which will be payable by the Customer.
14. All deliveries must be inspected at the time of offloading and signed for as being correct and undamaged. The Company will not accept any liability for claims in respect of shortages or damage to product not made within 24hrs of the delivery date, or for any claims for damage or shortages that would have been visible at the time of delivery that have not been indicated on the delivery note.
15. Manufactured orders that are delayed by the Customer may be subject to storage charges at the prevailing rates and whilst the Company will endeavour to store goods as safely as possible we will not be held responsible for degradation or damage caused due to the delay in the installation of the goods. The Company reserve the right to invoice product on the date that was originally specified, should that date subsequently be delayed by the Customer when the goods have already been manufactured.
16. Dedicated loads for specific delivery times can be arranged at additional cost, but note that the Company cannot be held responsible for weather or vehicle breakdown (or any other situation) that causes delays of a delivery. In the case of dedicated time slots which are paid for by the Customer then failure to deliver at time requested will only render the additional charge for the delivery to be refunded, as the Company will accept no liability for associated costs
17. Where the Company has agreed to provide design services as approved by a director of the Company in accordance with these terms and conditions, the Company undertakes to use reasonable skill and care in carrying out any design work and shall in respect of any inadequacy in such design have the like liability to the Customer, whether under statute or otherwise as would an architect or, as the case may be other appropriate professional designer who acting independently under a separate contract has supplied such design for or in connection with works to be carried out and completed by a building contractor who is not the supplier of the design. The Company's design shall be based on the information supplied by the Customer and the Company shall not be responsible for the adequacy of the Customer's design or for the achievement of any standard required for performance of the building envelope as a whole.
18. Copyright in any documents, drawings, designs, specifications and the like (“documents”) produced by the Company or on behalf of the Company together with any amendment thereto shall remain vested in the Company. The Customer shall have a royalty free licence to copy and use such documents for purposes related to the Contract. The Company shall not be liable for the use by the Customer of any documents other than for the purpose originally intended.
Quality & Specification
19. Material quality certificates can be provided if requested at the time of acceptance and as included within the Company's quotation. Any on site testing is not included in the Offer but can be arranged for an additional price and must be stipulated at the time of acceptance if required.
20. In some instances it is not possible to quote specifically in accordance with the Customer’s specifications, the best technical alternative will be proposed by the Company in such circumstances. Responsibility for checking that any proposals, designs and interpretations presented by the Company satisfy the Customer’s requirements rests solely with the Customer.
21. Whilst the Company makes every effort to supply quality products to meet Customer requirements, as in any manufacturing process our products are manufactured to tolerances. (NOTE: even if tighter tolerances are noted on Customers drawings, the Company only agree to manufacture to within the tolerances laid out in their quotation and it is the Customers responsibility to check prior to submission of orders that our tolerances will meet their requirements). The Company will not accept any liability should components be manufactured outside of tolerances noted on any documentation supplied on Customer orders as the quoted tolerances will always apply.
22. Aesthetic/Damage concerns. Any claim for supply damage must be reported in line with our terms and conditions as above and will require a visit from our Site Support Engineer to assess the damage. In the case of aesthetic concerns we would not consider the following to be a defect:
Deformation / scratches:If the concern cannot be seen from 2 metres or from the location to which it can be viewed by the end Customer - whichever is the greater.
Glazing: Our glass is supplied to CWCT standards, including the CWCT tolerances and viewing criteria.
Shade variation:We accept no liability whatsoever for any shade differences when our product is supplied to match in with materials supplied by another supplier.
Supply of pre painted product: Is to within a tolerance of 1 “delta E” maximum within a batch of ordered material. Any visible shade variation that measures within this band would be regarded as within tolerance from whatever distance it can be viewed / seen. If material is supplied from 2 batches as no material was bulk ordered for the whole contract at the outset, then no liability whatsoever is accepted for shade variation between the batches.
Uncoated aluminium being a natural product will always exhibit degrees of shade variation as such shading is not a fault, but a feature of the product.
PPC coated product: Will be supplied to a tolerance of 1 “delta E” maximum when the paint has been batch purchased for the specific project. No statement will be given between batches where the paint has not been bulked for the specific project. Any shade variation that is within this tolerance band is regarded as acceptable, even if it is visible to the naked eye.
23. PPC coated supply: Any statements of performance are subject to PPC product being cleaned / maintained to guidelines laid down by paint supplier whose system we supplied. No acceptance for any failure in the product is accepted if the guidelines have not been followed.
It is a requirement of the Customer to ask for the cleaning regime datasheet if it is needed.
In the unlikely event that there is a failure in the coating, then liability extends only to re-coating of the product and as such no liability whatsoever will be accepted for any associated costs.
24. Statement of performance on coated products:
Coated steel:It is the responsibility of the Customer not the Company's to register any product with the material supplier so that the supplier can issue any warranties or statements that may be applicable. EAL accept no liability whatsoever for products that have not been registered by the Customer.
Coated aluminium (not PPC): All warranties are subject to submission of a questionnaire to the coating supplier, who will confirm the specific statement applicable to the product supplied, subject to its aspect and local climatic conditions. It is the responsibility of the Customer to request this application to be made, as the Company will not make this request to the supplier unless requested to do so. Any statements of performance indicated by the Company prior to the submission of the application must be regarded as indicative. The Company accept no liability whatsoever should the statement supplied after submission of the questionnaire not meet indications given.
25. In the event of any defects arising the Customer shall notify the Company in writing of any defects or of any failure to comply with the express terms of the Offer. On receipt of such notice the Company shall be afforded all reasonable access and opportunity to investigate and where applicable rectify the same. The Company’s liability for attending to any such notified defects or failures is limited to those which are notified in accordance with this provision within 12 months of completion of the Company’s work and rectification of these notified defects by the Company will be final and conclusive that the works have been undertaken by the Company in accordance with the terms of the contract. The Company shall not be liable for any claims from the Customer or any third party for consequential loss or delay arising from defects.
26. Warranty statements: No warranty or performance statements of any kind that are applicable to the materials / products supplied will be issued, until all goods / services supplied have been paid for in full.
27. Claims for credit / supply concerns.
If a Customer believes the Company have short supplied or supplied damaged materials (as outlined in the quality section of this document) then a new order No: for any replacements must be submitted. The Company will supply replacements items in accordance with the terms and conditions contained within this document. The claim will be fully investigated and should the Company be at fault a full credit against the replacement order will be made in line with the terms and conditions noted herein.
28. Nickel Sulphide Inclusion (NSI): Failure of glass units due to Nickel Sulphide Inclusion although relatively rare, are an inherent feature of toughened glass and the Company accepts no liability or damages incurred by the Customer for failure of glass units due to NSI. It is therefore recommended that the Customer and/or the end user satisfy themselves of any maintenance or replacement procedure required for the glass due to the incidence of NSI.
- i) Except where advance payments or a deposit has been agreed with the Customer, invoices for interim payments shall be raised by the Company upon fabrication of components at no greater than monthly Intervals for works completed in the period, and shall become due for payment on the date of the invoice. Unless expressly agreed otherwise in writing by the Company payment terms shall be 14 days from issue of the invoice by the Company.
- ii) Any invoice which remains outstanding after the final date for payment of 14 days shall be subject to interest chargeable at the Bank of England base lending rate, plus 8%. The Company is not obliged to despatch goods to the Customer until any sums due and outstanding for payment have been paid in full.
- iii) The Company's prices exclude VAT and any other taxes unless expressly stated otherwise.
- iv) Nothing in the Contract shall entitle the Customer to withhold payment from the Company on the grounds of third party payer insolvency, receivership, administration, et al, howsoever arising.
Variations & Delays
30. Variations and Delays
- i) Should the Customer wish to make any alterations to the works following acceptance of the Offer such alterations shall not vitiate the contract.
- ii) The Company will endeavour to accommodate all alterations requested by the Customer, and shall be entitled to recover additional sums incurred as a result of such alterations. Where possible prices associated with any alterations, their impact on despatch and programme dates and the detailed payment arrangement shall all be agreed prior to the alterations being implemented.
- iii) In the absence of any agreement the Company shall be entitled to a fair valuation of additional works including payment of additional, overheads and profit.
- iv) The Company shall be entitled to revise delivery dates for any of the following Relevant Events which affect the delivery dates for the works: Customer changes or alterations to the works; instructions; any impediment, prevention or default whether by act or omission of the Customer or his representatives; loss or damage due to force majeure (which includes but is not limited to war ,civil commotion, revolution, coup d'etat, government requisition, suspension of means of transport, loss of ship, strikes, lock outs, fire ,floods, storm, non - availability of materials, freight or transport), and changes in statute during the contract period.
- v) The Company shall not be obliged to carry out alterations or additional works the nature of which differs from their normal scope of works and may refuse any additional works (acting reasonably).
31. We have allowed for low tack tape protection to sections /profiles only which are to be removed during installation by the Customer/contractor. No protection has been allowed for to glazed areas. Low tack tape should be removed within two weeks of installation to avoid leaving residue to sections/profiles.
32. Windows:-our offer is on the basis of supply of windows for installation by others to suitably prepared structural openings having adequate structural supports and tie backs. Unless expressly stated within our quotation we have made no allowance for supply of secondary steel support for the fixing of windows, doors or curtain walling. Unless expressly stated our offer excludes supply of perimeter epdm to windows & doors or jambs and head of curtain walling and excludes any other trims or epdm to perimeters.
33. All swing main entrance doors are fitted with low threshold for DDA compliance and as such there is no weather rating/performance data on these doors. The Customer Client, architect or main contractor is advised to fit drained matwell, sloping pathway and external canopy to any exposed installation.
34. The Customer shall indemnify the Company against any damage arising to existing property not forming part of this Contract whether on or adjacent to the working areas caused as a consequence of carrying out the works unless arising due to any negligence on the part of the Company.
35. The Company's liability for loss and/or damage (including any consequential or indirect loss and/or damage) in the event of any breach of the contract (save for late delivery as noted below) shall be limited to the reasonable costs of repair renewal and/or reinstatement of materials supplied by the Company, to the extent that the Customer incurs such costs; and/or the Customer is liable either directly or by way of financial contribution for such costs, but the Company shall not be liable for other losses incurred by the Customer . Whilst the Company will use reasonable endeavours to meet stated delivery dates, the Company accepts no liability for any damages, losses, costs or expenses incurred by the Customer, where there is a delay to stated delivery dates.
36. The Company reserves the right to suspend fabrication and delivery of materials in the event of a breach of any of these Terms of Business by the Customer or his agent, having first given 7 calendar days notice in writing. The Company reserves the right to recover all sums including loss and expense and any loss of profit arising from any breach of these Terms of Business by the Customer or his agent.
37. If either party to the contract shall have a Receiver or Administrator appointed or go into liquidation or have a receiving order made or make a composition with its creditors then the other party may terminate the contract forthwith on notice to the other party without prejudice to any other rights of either party.
38. The employment of the Company under the contract may be terminated at will by the Company at any time, subject to giving the Customer 7 calendar days notice in writing. The Company shall be entitled to be paid for all work completed, or in progress, and subsequently delivered to the Customer which has been undertaken in accordance with the contract. Where contract rates are not applicable, the Company will be entitled to payment on a quantum meruit basis. Payment is to be made by the Customer within 28 days of the Company submitting an invoice for payment. The Company shall not be liable for any loss to the Customer (including any consequential or indirect loss) as a consequence of the termination of the contract or the Company’s Employment being terminated under the contract.
39. If any provision of these terms shall be prohibited by law or adjudged by a court to be unlawful, void or unenforceable, it shall to the extent required be severed from the terms of business and rendered ineffective if possible without modifying the remaining terms of contract and shall not in any way affect any other circumstances of or validity or enforceability of the terms of business. In the event of any such severance the parties hereto shall amend that provision in such reasonable manner as achieves the intentions of the parties hereto without illegality.
40. Any forbearance granted or failure by the Company to strictly enforce these terms of business shall not operate as a waiver of any such rights which the Company may at any time enforce.
41. Any reference to any statute, statutory instrument or secondary legislation in these Terms of Business shall include reference to any re-enactment, consolidation (whether modified or not) or amendment thereof as may be introduced from time to time.
42. These Terms of Business are subject to the jurisdiction of the English Courts and the Law of England shall apply.
43. Any party referred to in these terms but who is not a party to this contract shall have no right to enforce any of these terms. The Contracts (Rights of Third Parties) Act 1999 does not apply to this contract.