1. DEFINITIONS
In these conditions “The Company” means Nifty Alloys LLC
“The Buyer” means any company, firm or individual from whom the company has
accepted in writing, “The Goods” means products, materials and/or services to be
supplied by the company.
2. APPLICABILITY OF CONDITIONS
The Company accepts order for the supply of Goods subject
only to these conditions. The Buyer accepts that these conditions shall govern
relations between them and the company to the exclusion of any other terms
including without limitation, conditions and warranties (written or oral, expressed or
implied) even if contained in any of the Buyer’s documents which purport that the
Buyer’s own terms shall prevail. No variation of qualification of these conditions or
of any quotation or order arising therefrom shall be valid unless agreed in writing
between the parties.
3. PRICE
Unless fixed prices have been specifically agreed by the Company, notwithstanding
any offer, quotation, tender price or price list, all prices are subject to alteration
without notice and Goods will be invoiced at prices ruling at the date of despatch.
All prices are quoted exclusive of Value Added Tax (“VAT”) and VAT will be added to
All invoices at the rate applicable on the tax point date at the point of invoice. Where before delivery
or the date of the invoice, whichever is the earlier. The Goods become subject to any additional duty,
VAT or any other tax or surcharge, in excess of the sum specified for such liabilities in the Company’s
quotation or invoice, the Buyer shall be charged and will pay such extra duty, tax or surcharge.
4. TOLERANCES
All delivered orders are subject to a tolerance of plus or minus five percent (5%) of the quantity
ordered. The Company shall be deemed to have fulfilled its contact if the Goods delivered fall within
this tolerance.
All dimensional tolerance should be stipulated by the Buyer and be stated in the purchase order.
Without any prior agreed tolerance, the Company can supply in line with industry standards.
5. DELIVERY
Delivery shall be deemed to be effective when the Goods are unloaded at the delivery address
nominated by the Buyer of their agent. Alternatively, where Goods are to be collected by the Buyer or
their agent when the Goods are loaded onto the vehicle collecting them.
The Company reserves the right to deliver Goods by instalments. In such event, each instalment shall
be treated as a separate contract, provided that deliveries of further instalments may be withheld
until the Goods or materials comprised in earlier instalments have been paid in full.
6. TIME FOR DELIVERY
Any periods of time quoted or accepted by the Company for despatch, delivery or completion of the
order are to be treated as estimated only, not involving the Company in any liability to the Buyer in
respect of loss suffered as a result of failure to despatch, deliver or complete within such a period of
time.
7. STORAGE
If the Company does not receive forwarding instructions sufficient to enable despatch to be made
within 14 days after notification that the Goods are ready for despatch the Buyer shall be deemed to
have taken delivery and the Company may (without prejudice to any of its other rights) dispose of the
Goods ordered at the best price reasonably available.
8. CLAIMS
Notice of any claim relating to shortage of or damage to the Goods shall be made to the Company in
writing within 48 hours of receipt of the Goods. In the event of loss or non-delivery of the Goods the
Customer shall notify the Company in writing within 3 days of non-delivery.
The Company will consider claims only if the above conditions are met and the claim is signed by the
Customer and accompanied by full particulars giving the invoice and Company’s order number and ,
the copy of the delivery note in respect of the Goods which, in the case of shortage or damage to the
Goods must bear an appropriately qualified signature, for example “material received damaged,
signed”
9. VARIATIONS
(a) If the Company makes a variation to the Goods in any way from the agreed specification at the
Customer’s request or pursuant to any legal requirements the Customer shall pay in addition to all
other sums payable under this contract of the variation insofar as the same increases the cost
incurred by the Company in performing the contract.
(b) The Contract Price is based on costs current at the date of this Contract. If during the period between
the contract date and the date of actual delivery such costs are increased to the Company the
Customer shall pay such additional sum as incurred by the Company in performing this contract.
10. PAYMENT TERMS
Accounts are payable at the end of the month following the month in which delivery took place.
Where only part of the Goods is despatched, payment shall be made of the contract price attributed
to that part.
In the event of any delay or delays in despatch or delivery which are attributed to the Buyer’s actions
or failure to act, the Buyer shall make payment to the Company in accordance with the above as if the
Goods has been delivered at the times originally agreed.
Unless otherwise agreed, in writing, the contract price shall be paid in GBP.
Unless the Company’s offer specifies otherwise, if the Buyer is based overseas, payment shall be
made by bank transfer prior to the Goods shipping from Nifty Alloys, Ras Al Khor Ind. Area,
Dubai, United Arab Emirates.
The Company reserves the right to charge interest on late payment of four per cent per annum above
the base rate quoted
If any payment falls into arrears, the Company shall have the right to cancel or postpone
performances of the contract wholly or in part and to be paid immediately for performance of the
contract to date.
11. RISK AND TITLE
Risk passes to the Buyer upon delivery of the Goods.
Whilst risk in Goods supplied to the Buyer under the contract shall pass on delivery, legal and
beneficial ownership of the Goods shall remain with the Company until such times as the Company
has received payment in full for all Goods supplied to the Buyer or until such time as the Goods are
sold to the Buyer’s customers by way of bone fide sale at full market value (whichever shall be the
earlier) and until such time the Buyer shall keep such Goods separate from its property and be clearly
identified as property of the Company.
If payment for any Goods is overdue whether in whole or in any part and any Goods have been
delivered to the Buyer, the Company may without prejudice to any of its other rights enter upon the
Buyer’s premises to recover and/or resell the Goods or such of them as the Company in its absolute
discretion may designate as necessary to recover the amount of payment overdue and the Company’s
reasonable costs incurred in giving effects to its rights hereunder and for their purposes the Buyer
hereby irrevocably authorises the Company to enter and take all necessary and reasonable steps
upon the premises of the Buyer.
Until the Company is paid in full for all Goods supplied the Buyer is and shall remain a fiduciary for the
Company in respect of the Goods and if the Buyer sells or allows to be sold the Goods the proceeds of
the sale shall be held in a separate, clearly identifiable account and the beneficial interest of the
Company shall attach to the proceeds of sale and the Company shall have the right to trace such
proceeds of sale. If any of the Goods are incorporated or used in other products before full payment
for all Goods supplied under the contract has been made title in such products shall be and remain
with the Company until full payment has been made or such products have been sold and all of the
above provisions of this clause shall extend to such products.
Any sub-contract services provided by The Company including but not limited to sub-contract cutting
services are completed at the risk of the Buyer. The Company is not liable for any material loss as a
result of completing such services.
12. WARRANTY
The Company warrants that the Goods are within its usual mill tolerances as to quality and finish and
shall replace or at its option refund the purchase price applicable to any Goods which do not in its
sold opinion comply with this warranty. Provided always any claim under this warranty is made within
3 days of delivery of the Goods alleged to be defective.
The Buyer assumes responsibility for the capacity of performance of the Goods being sufficient and
suitable for their intended use.
No warrant, condition of representation is given or made as to the quality of the Goods supplied
hereunder their condition of their fitness for any particular purpose and any such warranty, condition
or representation whether expressed or implied whether by statute by collateral agreement or from
otherwise is hereby excluded.
13. CANCELLATION
The Buyer may cancel or suspend the contract only with the Company’s prior written consent
following agreement by the Buyer to reimburse the Company in an amount determined by the
Company.
The Company shall (without prejudice to any of its other rights hereunder) be entitled to terminate
any contract forthwith by written notice to the Buyer if the Buyer shall:
a) Become insolvent
b) Fail to pay any amounts falling due
c) Suffer the appointment of a receiver
d) Pass a resolution for winding-up
e) Commit a break of any item of the contract or any other contract within the Company.
14. LIMITATIONS OF LIABILITY
The Company shall not be liable for any expenditure loss (including without limitation economic
indirect and consequential loss) damage or injury (other than personal injury arising out of negligence
of which we must accept liability where you are a UAE customer for UAE supply arising out of any
use of dealing with the Goods howsoever such expenditure loss damage or injury shall arise and
whether from any defect in the Goods or otherwise.
The Buyer shall indemnify the Company against all and any claims, costs, actions or demands
whatsoever and howsoever arising made by any third party. Including the Buyers employees.
Whether direct or indirect including without limitation those relating to the use of Goods and those
arriving as a result of the operation of the Consumer Protection
15. FORCE MAJUERE
In the event of the Company being delayed in or prevented from performing its obligations hereunder
owing to any cause whatsoever beyond the Company’s control including without limited act of god,
war, strikes, lockouts, trade disputes difficulty in obtaining personnel or materials breakdown of
equipment or any other cause, the Company will not be liable for any loss damage or expenses
incurred and shall be at liberty to cancel or suspend the contract without incurring liability arising
therefrom , and the Customer shall not be entitled to terminate the contract.
16. LAW AND INTERPRETATION
This contract represents the entire agreement between the parties and supersedes all earlier
warranties representation or statements (whether oral or in writing) and may only be varied or
amended in writing between the parties. The headings of each provision are intended to be for
convenience only and do not affect the interpretation thereof.
DATA PROTECTION NOTICE
This notice is provided further to the Data Protection Act . Where I/We provide you with
personal data, I/We understand that the data will be held securely in confidence and be processed for
the purpose of carrying out your services and associated activities. In considering my/our application
I/We accept that you may consult with and disclose the data to credit reference agencies, banks,
credit insurers and other responsible organisations outside of your business and that such parties may
process the data. I/We understand that under the act, I/We have a right to know what data you hold
on I/Us and can apply to you in writing to request this.
