NICOR STEEL LTD 

Terms and Conditions 

1. INTERPRETATION 
2. In these Conditions: 
3. I) “Buyer” means the buyer indicated on the Quote; 
4. I) “Buyer’s agent” means the foreman, site manager, project  manager or any representative working on the Buyer’s behalf; III)“Contract” means any contract between Buyer and Seller for the  sale and purchase of Products incorporating these Conditions; IV)“The contract is agreed” – by completing and submitting an  electronic order form or by placing an order via email, you are  making an offer to purchase products which, if accepted by us,  will result in a binding contract. An acceptance email from us  confirms that the contract is formed; 
5. V) “Fabrication Drawing” means the detailed drawing of the  Products; 

VI)“Products” means the structural steel, fixings, drawings and any  other items shown on the Quote to be supplied by Seller; VII) “Order Specifications” means a summary of the information  provided by the Buyer before making a payment; 

VIII) “Order Confirmation” means the acceptance of Order  Specifications and payment by the Buyer; 

IX)“Seller” means Nicor Steel Ltd a company incorporated under  the laws of England and Wales with registered number  09081437 whose registered office is at Broad House, 1 The  Broadway, Old Hatfield, Hertfordshire, England, AL9 5BG. 

1. These Conditions supersede all prior representations or  arrangements and contain the entire agreement between the  parties in connection with the Products. All other terms and  conditions, express or implied, are excluded. None of Seller’s  employees or agents has authority to modify or supplement these  Conditions. 
2. ORDER BASIS 
3. The Seller shall sell and the Buyer shall purchase the Goods per  any written quotation of the Seller which is accepted by the Buyer,  or any written order of the Buyer which is accepted by the Seller,  subject in either case to these Conditions which shall govern the  Contract to the exclusion of any other terms and conditions subject  to which any such quotation is accepted or purported to be  accepted, or any such order is made or purported to be made, by  the Buyer.
4. By completing and submitting an electronic order form or placing  an order with us by email, or any other way of communication you  are making an offer to purchase goods which, if accepted by us,  will result in a binding contract. Please note that products will not  be sent until we have authorisation from your payment card issuer  or funds transferred by Bank Transfer into Nicor Steel Ltd’s Bank  Account. We will not be liable if there is a delay, and we will not  accept your order if the payment is not received promptly or your  payment is not authorised. 
5. Certain steps must be followed for a contract to be formed, as  described below. 
6. After you have placed your order you will receive an  acknowledgement for your order. It will confirm which products you  have ordered at which point the contract is agreed upon. 
7. We do not have to accept your order, and for example, we will not  accept your order if: 
8. I) We do not have the products in stock, or we are unable to  source the products. 
9. II) Your payment is not authorised. 

III)You cancelled your order before it was accepted by us. F. The Seller must receive payment for the whole of the price of the  Products, and any applicable charges for delivery before the order  can be processed. Order payment can be made by most major  credit or debit cards. 

1. By using a credit/debit card to pay for the order or purchase, the  Buyer confirms that the card being used is the Buyer’s or that the  Buyer is authorised to use it. 
2. All credit/debit card holders are subject to validation checks and  authorisation by the card issuer. If the issuer of the card refuses to  authorise payment the Seller will not accept the order or purchase,  the Seller will not be obliged to inform the Buyer of the reason for  the refusal and will not be liable for the Products not being  delivered or provided to the Buyer. The Seller is not responsible  for the card issuer or bank charging the holder of the card as a  result of our processing of the credit/debit card payment following  the order. The Seller recommends that payment card details  should not be communicated to anyone, including the Seller, by  email. 
3. The Buyer is responsible for all orders placed by the Buyer’s agent  and for any purchases made on cards issued to the Buyer. The  Seller is not bound by any individual order limit that may be  imposed on the Buyer’s agent. 
4. It is the Buyer’s responsibility to check the information on the  Order Specification carefully prior to making the payment. Once  the Buyer confirms the Order Specification, the Buyer assumes all 

responsibility for dimensions and measurements, including that the  Order Specifications meet Buyer’s requirements and are suitable  for the Buyer’s intended needs. Buyer acknowledges that Seller  relies on this information in manufacturing the Products. 

1. The buyer understands that the Products are manufactured to  order, and accordingly, the Contract may not be amended or  cancelled by the Buyer once the payment has been received. 
2. Any advice or recommendation given by the Seller or its  employees or agents to the Buyer or its employees or agents as to  the storage, application or use of the Goods which is not confirmed  in Writing by the Seller is followed or acted upon entirely at the  Buyer’s own risk, and accordingly, the Seller shall not be liable for  any such advice or recommendation which is not so confirmed. M. We reserve the right to refuse any order. 
3. DESCRIPTION 
4. The specification for the Products shall be as set out in the Order  Specifications. 
5. All samples, descriptive matter and advertising issued by Seller  and any descriptions or illustrations contained in Seller’s  catalogues, brochures and website are issued or published for the  sole purpose of giving an approximate idea of the Products  described in them. They will not form part of these Conditions, and  this is not a sale by sample. 
6. Although the Seller has made every effort to be as accurate as  possible, all sizes, weights, capacities, finish, dimensions, and  measurements have a 5% tolerance. The packaging of the Goods  may vary from that shown on the Seller’s catalogues, brochures  and website. 
7. PRICE OF GOODS 
8. The price payable for the Goods is as set out on our Order  Specifications at the time of submitting the order. Prices are  exclusive of VAT. 
9. Seller shall be under no obligation to deliver and/or unload the  Products unless and until payment of the total price has been  received in full and cleared funds. 
10. Occasionally, an error may occur, and the Products may be either  incorrectly priced or described in which case the Seller will not be  obliged to supply the Products at the incorrect price or in  accordance with the incorrect description or at all.  
11. The Seller reserves the right to correct any errors from time to  time. The Seller will, at his discretion, either cancel the order and  refund the price paid or use reasonable endeavours to contact the 

Buyer and ask to continue with the order for the Products at the  correct price or correct description.  

1. If the Seller is unable to make contact or the Buyer does not wish  to continue with the order at the correct price or correct  description, the Seller will cancel the order and refund the price  paid.  
2. The Seller may refund the Buyer by way of a cheque sent to the  address of the relevant trade card account holder if the Seller is  unable to make contact. 
3. The price is exclusive of any applicable value added tax that the  Buyer shall be additionally liable to pay to the Seller. 
4. Except as otherwise stated under the terms of any quotation or in  any price list of the Seller, and unless otherwise agreed in Writing  between the Buyer and the Seller, all prices given by the Seller are  in GBP Sterling 
5. DELIVERY 
6. Delivery dates set out in Order Specifications or otherwise  requested by Buyer or given by Seller are given or accepted by  Seller in good faith but are not guaranteed. 
7. Delivery shall be made to the delivery address specified on the  Order Specifications, as made possible by clause (c) set out  below. 
8. The delivery drivers are not insured to take vehicles on roads other  than public highways. If the delivery location is in a remote location  or is not on a public road, then the driver will deliver the Products  to the end of the public road only. The Buyer accepts this when  placing the order, should the Buyer refuse the delivery because  the driver cannot drop at the exact delivery location then the Buyer  will be charged the actual delivery costs and collection fees. 
9. The buyer shall take delivery of the Products and delivery shall be  effective when the Products are unloaded at the delivery address.  Seller shall not be obliged to lift the Products by crane, and it is  Buyer’s responsibility for ensuring that the delivery address is  suitable to unload the Products. Buyer shall be responsible for all  storage costs, additional delivery costs and other costs incurred by  Seller as a result of Buyer’s failure to take delivery of the Products. 
10. The Products can only be delivered to the exterior of a ground  floor location at the delivery address. The Buyer must therefore  make his arrangements at his own risk should a relevant item  need to be transported from the delivery location. 
11. The Seller will not provide any unpacking, installation, fitting or  waste removal services upon delivery.
12. Should the Buyer collect the Products from the Seller’s venue, the  Buyer must ensure adequate vehicle, manpower, strapping and  other relevant resources are present. 
13. The Seller does not take any responsibility for loss or damage of  property or vehicle during the loading process onto Buyer’s  designated vehicle. 
14. If no–one is available at the delivery location to take delivery of the  Products, the Seller will leave a note with the location of the  Products, in which case, the Buyer must contact the Seller to  rearrange delivery (which may be charged as an additional cost to  the Buyer). 
15. Seller may dispose of Products (without refund or prior notice to  the Buyer) if not collected by the Buyer within 7 days after the  agreed collection date. 
16. The Seller does not deliver to addresses outside the UK. 
17. UNSATISFACTORY PRODUCTS 
18. Buyer shall inspect the Products immediately on receipt and Buyer  shall be deemed to have accepted the Products as conforming  with the Contract unless written notice of rejection based on non conformity with the Contract is received in writing by Seller within 2  days of the date of delivery. 
19. If, after a valid notice of rejection has been given to Seller in  accordance with these Conditions, the conduct of Buyer is  inconsistent with such rejection, Buyer shall be deemed to have  accepted them. 
20. Buyer accepts products that are made to order and as a result not  subject to the Distance Selling Regulations. If it is shown to  Seller’s reasonable satisfaction that the Products fail materially to  comply with the Contract, Seller will either refund the purchase  price (less the cost of the steel) or replace the Products within a  reasonable time, free of charge. Such Refund Or Replacement  Shall Be Determined By The Seller And Shall 
21. Be Seller’s Sole Liability In Relation To Any Such Failure.  Replacement products are covered by these Conditions. E. Products which are alleged not to comply with the Contract shall  as far as possible be preserved for inspection by Seller and where  the Seller agrees to replace the Products, the defective product  shall be made available for collection by the Seller, should he  choose to, within 14 days of the notice of rejection. 
22. Seller does not exclude any liability which cannot be excluded as  between Buyer and Seller under any provision of English law. 
23. FORCE MAJEURE
24. Seller shall not be liable for any failure to comply with the Contract  related to any circumstances whatever (whether or not involving  Seller’s negligence) which are beyond Seller’s reasonable control  and which prevent or restrict Seller from complying with the  Contract. 
25. Seller may where to be reasonable in all the circumstances  (whether or not involving Seller’s negligence) without liability  suspend or terminate (in whole or in part) its obligations under the  Contract, if Seller’s ability to manufacture, supply, deliver or  acquire materials for the production of the Products by Seller’s  normal means is materially impaired. 
26. RISK AND TITLE 
27. Risk and title in the Products shall pass to Buyer upon delivery as  delivery is determined in accordance with these Conditions. 
28. INTELLECTUAL PROPERTY 
29. Buyer acknowledges that all copyright, design rights, trademarks,  trade names and any other intellectual property rights of a similar  nature (whether or not registered) in catalogues, brochures,  website and documents are Seller’s. 
30. The buyer shall not and shall not assist or enable a third party to,  copy or use any designs or remove any copyright notices from the  Seller’s catalogues, brochures, website, and documents. C. Copyright 
31. All rights in the site design, text, graphics and other content,  interfaces, and the selection and arrangements thereof belong to  us or our licensors. All rights are reserved save as set out below 
32. Permission is granted to electronically copy and print hard copy  portions of this site for the sole purpose of placing an order with us  or using this site as a shopping resource. Any other use of  materials on this site, including reproduction for purposes other  than those noted above, modification, distribution, or republication  is strictly prohibited. 
33. LIMITATION OF LIABILITY 
34. Without prejudice to any other limitation of seller’s liability (whether  effective or not): 
35. In no circumstances whatever shall the seller be liable (in contract,  tort or otherwise, and irrespective of any negligence or other act,  default or omission of the seller or its employees or agents) for any  indirect or consequential losses (including loss of goodwill,  business, or anticipated savings), loss of profits or use, or any  third-party claims, in connection with the products or the contract.
36. Seller’s total aggregate liability in connection with the products or  the contract (in contract, tort or otherwise and whether or not  related to any negligence or other act, default or omission of the  seller or its employees or agents), is limited to the invoice price for  the products concerned ex vat and excluding the then market  value of the steel. 
37. All warranties, conditions and other terms implied by statute or  common law) save for the conditions implied by s.12 sale of goods  act 1979) are to the fullest extent permitted by law, excluded from  the contract. 
38. No action may be brought against the seller in connection with the  products or the contract unless proceedings are issued against the  seller within one year after the buyer became or ought to have  become aware of the circumstances giving rise thereto. 
39. This condition 11 applies notwithstanding any fundamental breach  or breach of a fundamental term of the contract by the seller. G. Nothing in these conditions excludes or limits the liability of the  seller for death or personal injury caused by the seller’s negligence  or fraudulent misrepresentation. 
40. REFUNDS 
41. The Products are all made to order and as such are not eligible for  returns. Nicor Steel Ltd do. For defective products and refunds,  please see pt. 6 
42. MISCELLANEOUS 
43. The Contract may not be assigned by the Buyer without the  Seller’s prior written consent. 
44. Notices must be in writing to Seller’s or Buyer’s address and are  deemed delivered on the first working day after sending by hand or  on the third working day after being placed prepaid in the first class post to Buyer’s or Seller’s address. 
45. No failure by Seller to enforce any provision of the Contract shall  be construed as a release of its rights relating thereto or to  sanction any further breach. 
46. If any provision of the Contract is found to be invalid or  unenforceable it shall have effect to the maximum extent permitted  by law, or, if not so permitted, shall be deemed deleted. 
47. The provisions of Conditions 9, 10 and 11 shall survive any  termination of the Contract. 
48. The Contract shall be governed by and construed in accordance  with the laws of England and the English courts shall have  exclusive jurisdiction in relation to the Contract. 
49. Any personal data that Buyer provides to Seller will be held  securely and processed only for the purposes of these Conditions. 

Seller may share Buyer’s personal data with credit reference  agencies, banks, and other responsible organisations in order that  Seller can fulfil the Contract. 

1. We may transfer our rights and obligations under a Contract to  another organisation, but this will not affect your rights or our  obligations under these Terms. 
2. TERMINATION 
3. The Buyer shall be entitled to cancel the Order in respect of all or  part only of the Goods and/or the Services by giving notice to the  Seller at any time prior to delivery or performance, in which event  the Buyer’s sole liability shall be to pay to the Seller the Price for  

the Goods or Services in respect of which the Buyer has exercised  its right of cancellation, less the Seller’s net saving of cost arising  from cancellation. 

1. The Buyer shall be entitled to terminate the Contract without  liability to the Seller by giving notice to the Seller at any time if: I) The Seller commits an act of bankruptcy or makes any  

arrangement or composition with its creditors or (being a.  company) becomes subject to an administration order or goes  into liquidation (otherwise than for the purpose of amalgamation  or (reconstruction); or 

1. II) An encumbrancer takes possession, or a receiver is appointed,  of any of the property or assets of the Seller; or 

III)The Seller ceases, or threatens to cease, to carry on business;  or 

IV)The Buyer reasonably apprehends that any of the events  mentioned above is about to occur in relation to the Seller and  notifies the Seller accordingly. 

14. INSOLVENCY OF BUYER 
15. This clause applies if: 
16. I) the Buyer makes any voluntary arrangement with its creditors or  becomes subject to an administration order or (being an  individual or firm) becomes bankrupt or (being a company) goes  into liquidation (otherwise than for the purposes of  

amalgamation or reconstruction); or 

1. II) an encumbrancer takes possession, or a receiver is appointed,  of any of the property or assets of the Buyer; or 

III)the Buyer ceases, or threatens to cease, to carry on business;  or 

IV)the Seller reasonably apprehends that any of the events  mentioned above is about to occur in relation to the Buyer and  notifies the Buyer accordingly.

1. V) If this clause applies, then, without prejudice to any other right  or remedy available to the Seller, the Seller shall be entitled to  cancel the Contract or suspend any further deliveries under the  Contract without any liability to the Buyer, and if the Goods  have been delivered, but not paid for, the price shall become  immediately due and payable notwithstanding any previous  agreement or arrangement to the contrary. 
2. The directors can become personally liable for company debts. I) The legislation which covers this situation is the 1986  Insolvency Act. 
3. GENERAL 
4. The Order is personal to the Seller and the Seller shall not assign  or transfer or purport to assign or transfer to any other person any  of its rights or sub-contract any of its obligations under the  Contract without the prior consent in writing of an authorised  representative of the Buyer. 
5. Any notice required or permitted to be given by either party to the  other under these Conditions shall be in writing addressed to that  other party at its registered office or principal place of business or  such other address as may at the relevant time have been notified  

pursuant to this provision to the party giving the notice 

1. No waiver by the Buyer of any breach of the Contract by the Seller  shall be considered as a waiver of any subsequent breach of the  same or any other provision. 
2. If any provision of these Conditions is held by any competent  authority to be invalid or unenforceable in whole or in part the  validity of the other provisions of these Conditions and the  remainder of the provision in question shall not be affected  thereby. 
3. Any reference in these Conditions to a statute or a provision of a  statute shall be construed as a reference to that statute or  provision as amended, re-enacted, or extended at the relevant  time. 
4. The headings in these Terms and Conditions are for convenience  only and shall not affect their interpretation. 
5. The Contract shall be governed by the laws of England 
6. LATE PAYMENT OF INVOICES 
7. Please note all invoices unpaid after the stated terms will incur an  8% charge above the Bank of England base interest rate.