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thyssenkrupp Materials (UK) Ltd

 

Online Conditions Sale

1.     DEFINITIONS

"BUYER" means a TRADER who has formally registered to become a buyer by opening an account with the ONLINE SHOP.

“BUYER’S REPRESENTATIVE” refers to a natural person acting on behalf of a BUYER in the ONLINE SHOP.

"CONTRACT" means a contract for the sale of Goods and/or the provision of Services by the SELLER to the BUYER and entered into via the ONLINESHOP.

“GENERAL CONDITIONS OF SALE” refers to the general terms and conditions of sale of the SELLER which can be accessed via this link.

"GOODS" means the goods, materials, and articles to be supplied by the SELLER pursuant to the Contract.

“ONLINE CONDITIONS OF SALE” refers to the online conditions of sale of the SELLER as set out in this document.

“ONLINE SHOP” means the online shop “Steelbay Exchange” whose website address is www.steelbayexchange.com.

“ORDER” refers to the BUYER’s order to purchase goods and/or SERVICES placed via the ONLINE SHOP.

"SELLER" means thyssenkrupp Materials (UK) Limited a company incorporated and registered in England and Wales with company number 00645702 whose registered office is at Cox's Lane, Cradley Heath, West Midlands, B64 5QU, United Kingdom.

"SERVICES" means the works to be performed by the Seller pursuant to the Contract.

“TRADER” means (a) natural person, corporate or unincorporated body (whether or not having separate legal personality) who is located in / has his registered office in the United Kingdom and (b) who intends to enter into CONTRACTS wholly or mainly in connection with their trade, business, craft or profession.

2.     APPLICATION & INTERPRETATION

(1)     These ONLINE CONDITIONS OF SALE and the General Conditions of Sale shall apply to and be incorporated in all Contracts concluded between the SELLER and the BUYER via the ONLINE SHOP.

(2)     In the case of any inconsistency or contradiction between the ONLINE CONDITIONS OF SALE and the General Conditions of Sale, the ONLINE CONDITIONS OF SALE shall prevail.

(3)     The ONLINE CONDITIONS OF SALE and the General Conditions of Sale shall be in substitution for any oral arrangements made between the Buyer and the Seller and shall prevail over any inconsistent terms or conditions contained in or referred to in the BUYER's offer, any sales or technical literature prepared by the Seller or other correspondence between the Buyer and the Seller or implied by trade custom practice or course of dealing unless specifically agreed to in writing by the Seller.

(4)     All CONTRACTS made between the buyer and the seller via the ONLINE SHOP shall be in the English language and solely comprise (a) these ONLINE CONDITIONS OF SALE, (b) the General Conditions of Sale, (c) the BUYER’s ORDER, (d) the SELLERS confirmation of receipt of Order and (e) the (separate) declaration of acceptance of Order by the seller.

(5)     The CONTRACT is the entire agreement between the SELLER and BUYER in relation to its subject matter. The BUYER acknowledges that it has not relied on any statement, promise or representation or assurance or warranty that is not set out in the CONTRACT.

(6)     The headings in these ONLINE GENERAL CONDITIONS OF SALE are inserted for convenience only.

(7)     The seller reserves the right to make changes to the online shop including these ONLINE CONDITIONS OF SALE at any time. The version of the ONLINE GENERAL CONDITIONS OF SALE valid at the time the contract is concluded is decisive.

(8)     By submitting the registration application, the BUYER’S REPRESENTATIVE agrees to the validity of this ONLINE GENERAL CONDITIONS OF SALE and the General Conditions of Sale.

3.     General

(1)     The Seller operates the ONLINE SHOP for the sale of GOODS and SERVICES.

(2)     The online shop is publicly available regardless of registration and serves as an online catalogue for the description of the available goods and services, but it does not contain prices. All information in the online shop on dimensions and weights as well as illustrations are only approximate, but determined as best as possible.

(3)     The content of the ONLINE SHOP website is provided for general information only. It is not intended to amount to advice on which the BUYER should rely. A BUYER should obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the ONLINE SHOP our website.

(4)     Only buyers have the opportunity to obtain information on prices, terms of payment and delivery and to conclude contracts.

(5)     The ONLINE SHOP website is made available free of charge. The SELLER does not guarantee that the ONLINE SHOP or any content on it, will always be available or be uninterrupted. The SELLER may suspend or withdraw or restrict the availability of all or any part of the ONLINE SHOP website for maintenance, business and operational reasons.

(6)     The SELLER is the owner or the licensee of all intellectual property rights in the ONLINE SHOP, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. The BUYER may not use any part of the content of the ONLINE SHOP website for commercial purposes without obtaining a licence to do so from the SELLER or the SELLER’s licensors.

4.     registration & use of buyer’s account

(1)          To formally register as a BUYER, a BUYER’S REPRESENTATIVE must complete the registration application on the website of the online shop.

(2)          As part of the registration process the registering BUYER’S REPRESENTATIVE may nominate one or more persons to be BUYER’S REPRESENTATIVES.

(3)          The BUYER warrants and undertakes that all its BUYER’S REPRESENTATIVES are authorised: (i) to represent the BUYER in all its dealings and communications with the ONLINE SHOP; (ii) to enter into any and all CONTRACTS entered into on behalf of the BUYER and (iii) to make all legally binding declarations required on behalf of the BUYER.

(4)          During the registration process and at time during which the BUYER is registered, the SELLER is entitled to demand proof from time to time that the BUYER is and remains a Trader and in this regard the BUYER shall promptly submit suitable and current evidence to the SELLER to the SELLER’S satisfaction,.

(5)          The seller is not obliged to accept an application for registration as a BUYER in respect of the ONLINE SHOP. In addition, the SELLER shall be entitled at its own discretion to restrict or terminate the buyer's registration at any time.

(6)          A BUYER’S REPRESENTATIVE can request the closure of the corresponding buyer’s account at any time by sending a message to the contact details stored on the website of the online shop. The seller will close the buyer’s account as soon as reasonable practical as part of ongoing business operations. The account will be deleted as soon as it is no longer required to process the contracts concluded via the account.

(7)          The SELLER shall have the right to disable any user identification code or password, whether chosen by the BUYER or allocated by the SELLER, at any time, if in the SELLER’S reasonable opinion the BUYER or a BUYER’S REPRESENTATIVE has failed to comply with any of the provisions of these ONLINE CONDITIONS OF SALE.

5.     CONCLUSION OF A CONTRACT

(1)          Contracts are concluded between BUYER and SELLER.

(2)          The presentation of the GOODS and SERVICES in the online shop is not a legally binding offer to sell or supply such GOODS and SERVICES, but merely non-binding online catalogue which does not include prices.

(3)          The buyer can initially place the GOODS and SERVICES in the shopping cart without obligation and correct its entries at any time before submitting its order by using the correction aids provided and explained in the order process.

(4)          If the BUYER is interested in buying the selected GOODS and/or SERVICES, it can submit a request for quotation to the SELLER by clicking the button “Request Prices” within the shopping basket. The Buyer will then, usually within the same working day, receive an email from the SELLER with a summary of its shopping cart with the relevant prices for the selected GOODS and SERVICES including a link back to its shopping cart in the ONLINE SHOP updated with the prices per item (in the following referred to as the “SELLER’S QUOTATION”).

(5)          The SELLER’s QUOTATION does not constitute a binding offer to supply from the SELLER, but a non-binding invitation from the SELLER to the BUYER to submit an ORDER and such invitation is subject always to the continuing availability of the GOODS and/or SERVICES for sale.

(6)          By clicking the button “Order”, the buyer submits a binding offer to purchase the goods and/or SERVICES in the shopping cart.

(7)          The seller will promptly confirm receipt of the BUYER’s order by email (in the following referred to as “CONFIRMATION OF RECEIPT”). The confirmation OF receipt merely confirms receipt of the BUYER’S ORDER and it does not constitute a declaration of acceptance of the ORDER by the SELLER.

(8)          The seller is entitled to check the buyer's creditworthiness and shall be entitled to reject the BUYER’S ORDER where such credit check is not to SELLER’S satisfaction.

(9)          In the event that the SELLER rejects the BUYERS ORDER for any reason including without limitation because (i) a credit check is not to SELLER’S satisfaction or (ii) some of all of the goods and/or SERVICES the subject of the BUYER’S ORDER are no longer available, then the SELLER will promptly notify the BUYER of the same by email.

(10)      If in the event and at its discretion the seller accepts the buyer's ORDER then the SELLER will send the BUYER an email declaring the same(“A DECLARATION OF ORDER ACCEPTANCE”)

(11)      Where the seller accepts the buyer's ORDER then the SELLER will endeavor to send the DECLARATION OF ORDER ACCEPTANCE email to the BUYER within a period of 5 Working Days from the SELLER’s receipt of the BUYER’s ORDER.

(12)      At the time that the SELLER sends the BUYER the DECLARATION OF ORDER ACCEPTANCE email to the BUYER, the Contract between the SELLER and the BUYER shall come into force.

6.     PRICES

(1)     The prices payable for the Goods and Services shall be those offered in the SELLER’s QUOTATION. Unless otherwise stated the prices are ex works and exclusive of value added tax.

(2)     The Seller shall be entitled to add to the prices, where applicable, a charge for test certificates, any packing beyond the usual standard packaging (e.g. chocks, pallets etc.), carriage, insurance, metallurgical costs and other cost associated with the supply of the Goods and/or services.

7.     DELIVERY

(1)     Deliveries are only made to delivery addresses located in the UK. Parcel stations are not valid delivery addresses.

(2)     Unless expressly agreed otherwise with the BUYER in individual cases, deliveries are made exclusively by dispatch and the Goods may not be collected.

(3)     Estimated delivery times are given during the ordering process in the online shop. The buyer will receive more detailed information on delivery times with the seller's DECLARATION OF ORDER ACCEPTANCE email. Occasionally the SELLER’s delivery to the BUYER may be affected by an events outside the SELLER’s Control in which case the provisions of condition 10 (Force Majeure) shall apply.

(4)     The time of dispatch from the SELLER’s premises is decisive for ascertaining compliance with delivery periods and delivery dates. Delivery periods and delivery dates are estimates only and the BUYER shall have no right to damages or to cancel the CONTRACT for failure for any cause to meet any delivery time stated.

(5)     If, through no fault of the seller, circumstances arise which cause the use of the usual method of transport and/or use of the usual route of transport to become impossible or significantly more difficult having regard to the delivery periods and delivery dates, then the seller shall be entitled to deliver on the GOODS using an alternative method of transport and/or alternative route of transport to and the buyer shall be responsible for any the resulting additional costs incurred by the SELLER. The buyer shall be given the opportunity to comment beforehand.

8.     CONFIDENTIALITY

(1)     The BUYER’S REPRESENTATIVE warrants and undertakes: (i) to provide all information requested during the registration process truthfully and to keep it up to date during the entire duration of the registration, (ii) to keep the access data (i.e. passwords) to the BUYER’s account as well as any information about prices and delivery terms of GOODS and SERVICES strictly confidential and not to disclose them to unauthorized employees or third parties, (iii) to prevent unauthorized access to the BUYERS account with the ONLINE SHOP).

(2)     The SELLER shall procure that all its BUYER’S REPRESENTATIVEs comply with the provisions of condition 8(1) above.

9.     LIABILITY

(1)     The BUYER shall indemnify the SELLER against all damages and loss (including professional costs and expenses) suffered or incurred by the SELLER arising out of or in connection with any one or more of the following:

(a)      any claims bought by third parties against the SELLER as a result of any breach by the BUYER of its obligations under these ONLINE CONDITIONS OF SALE or as a result of any breach by the BUYER of a CONTRACT; and

(b)      the unauthorised access to and/or misuse of the BUYER’s account (including as a result of any the improper disclosure of access data or confidential information).

(2)     As regards the BUYER’S use of the ONLINE SHOP the SELLER does not exclude or limit in any way its liability to the BUYER where it would be unlawful to do so. This includes liability for death or personal injury caused by the SELLER’s negligence and liability for fraud or fraudulent misrepresentation.

(3)     The SELLER excludes all implied conditions, warranties, representations or other terms that may apply to the ONLINE SHOP or any content on it.

(4)     The SELLER will not be liable to the BUYER for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with the BUYERS’s use of, or inability to use, the ONLINE SHOP or any functionality of it. In particular, the SELLER will not be liable for any one or more of the following:

(a)      loss of profits, sales, business, revenue; anticipated savings, business opportunity, goodwill or reputation; (in each case whether direct or indirect loss); and

(b)      any indirect or consequential loss or damage.

(5)     The SELLER is not liable for content on third party websites that may be linked to in the ONLINE SHOP. The SELLER does not adopt such third party content as his own through such links.

10.  force majeure

(1)     FORCE MAJEURE EVENT means any circumstance not within the SELLER’s reasonable control including, without limitation: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) impairments caused by epidemics or pandemics; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination; (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (f) fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action or lockouts; (h) the non or partial performance of contract by a supplier or subcontractor of the SELLER (including circumstances where the non or partial performance of contract by a supplier or subcontractor of the SELLER is as a result of any circumstances not within their reasonable control; (i) interruption or failure of utility service.

(2)     If the SELLER is prevented, hindered or delayed in or from performing any of its obligations under a CONTRACT by a FORCE MAJEURE EVENT, then the SELLER shall not be in breach of the CONTRACT or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

(3)     The SELLER shall as soon as reasonably practicable after the start of the FORCE MAJEURE EVENT notify the other party in writing of the FORCE MAJEURE EVENT and to the extent known its likely or potential impact of the SELLER’s ability to perform any of its obligations under the CONTRACT.

(4)     If as a result of a Force Majeure EVENT the Seller has insufficient stock to meet all of its contractual commitments, then the Seller shall be entitled to divide its available stock between its customers in such proportion at it determines.

11.  TERMINATION

(1)     Without limiting any other rights, the SELLER may suspend the supply or delivery of the GOODS and/or SERVICES to the BUYER, or terminate the CONTRACT with immediate effect by giving written notice to the BUYER if:

(a)      the BUYER commits a material breach of any term of the CONTRACT and (if such a breach is remediable) fail to remedy that breach within 5 days of the BUYER being notified in writing to do so;

(b)      the BUYER fails to pay any amount due under the CONTRACT on the due date for payment;

(c)       the BUYER suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

(d)      the BUYER’s financial position deteriorates to such an extent that in the SELLER’s reasonable opinion the BUYERS’s capability to adequately fulfil its obligations under the CONTRACT has been placed in jeopardy.

(2)     Termination of the CONTRACT shall not affect the rights and remedies of the parties that have accrued as at termination.

(3)     Any provision of the CONTRACT that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

12.  GENERAL

(1)     In the event of any provision of these ONLINE CONDITIONS OF SALE being or becoming void in whole or in part the other provisions shall remain fully valid and enforceable and void provisions shall where appropriate, be replaced in accordance with the meaning and purpose of these ONLINE CONDITIONS OF SALE.

(2)     The SELLER may assign or transfer its rights and obligations under the CONTRACT to another entity.

(3)     The BUYER may only assign or transfer its rights or its obligations under the CONTRACT to another person if the SELLER agrees in writing.

(4)     Any variation of the CONTRACT only has effect if it is in writing and signed by the respective authorised representatives of the parties.

(5)     The Contract is solely between the SELLER and the BUYER. No other person has any rights to enforce any of its terms.

13.  GOVERNING LAW

These Online Conditions of Sale shall in all respects be governed by and construed and interpreted in accordance with the laws of England and Wales and save for injunctive relief which may be sought by the Seller in any jurisdiction the parties hereby submit to the exclusive jurisdiction of the English courts as regards any claim or matter arising hereunder.

Status: February 2021

T´s and C´s