GSE - Terms of Purchase - 2017

GLOBAL STEEL EXPORTS LIMITED

TERMS AND CONDITIONS

FOR THE

PURCHASE OF GOODS

Version – January 2017

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Version – January 2017

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1.

DEFINITIONS INTERPRETATION

1.1

Definitions. In these Conditions, the following definitions apply: Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 16.8.

Contract: the contract between the Global Steel Exports and the Supplier for the sale and purchase of the Goods in accordance with these Conditions.

Goods: the goods (or any part or parts of them) including, but not limited to hardware, software, equipment or other articles or items as set out in the Order Form (if applicable).

Insolvency Event: means (a) any distress, execution or other process levied upon any of the assets of the relevant party; (b) the relevant party suspends, or threatens to suspend, payment of its debts or is, or is deemed, unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; (c) the relevant party convenes a meeting of its creditors or a proposal is made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal is made for a composition, scheme or arrangement with (or assignment for the benefit of) its creditors or a trustee, receiver, administrative receiver or a similar officer is

AND

appointed in respect of all or a part of the business or assets of the relevant party or a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the relevant party or for the making of an administration order; (d) the Supplier’s financial position deteriorates to such an extent that in the opinion of Global Steel Exports Limited the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or (e) any event occurs, or proceeding is taken, with respect to the relevant party in any jurisdiction in which that party is incorporated, resides or carries on business that has an effect equivalent or similar to any of the events mentioned in (a) to (c) above.

Intellectual Property Rights: all copyright, database rights, topography rights, design rights, trade marks, trade names, utility models, patents, domain names, compilation rights, marks (and related goodwill), trade secrets and any other intellectual property 1.2 rights of a similar nature (whether or not registered) subsisting anywhere in the world in or associated with the Products.

Order: means Global Steel Exports’ order for the Goods, as set out within Global Steel Exports’ Order Form.

Order Form: means Global Steel Exports’ standard order form or any other order form (including e-mail)

which is acceptable to Global Steel Exports.

The parties may agree amendments to the order form from time to time during the term of the agreement.

Regulatory Requirements: any and all applicable laws, enactments, orders, regulations and other instruments relating to the design, manufacture, packaging, labelling, storage, handling, marketing, sale, import, export and/or delivery of the Goods together with all relevant regulations, codes of practice and guidance imposed by any governmental, regulatory, or trade body from time to time.

Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Global Steel Exports and the Supplier.

Global Steel Exports: Global Steel Exports Limited, a company registered in England with company number 5786137 whose registered office is at 2 The Boulevard, Blackmoor Lane, Croxley Business Park, Watford, Hertfordshire, The United Kingdom WD18 8YW.

Construction. In these Conditions, unless the 2. context requires 2.1 otherwise, the following rules apply: (a)

A reference to a party includes its personal representati ves, successors or permitted assigns.

(b)

A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted.

A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or reenacted.

(c)

Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(d)

A reference to writing or written includes faxes and emails.

BASIS OF CONTRACT These Conditions set out the terms and conditions under which the Supplier shall supply Goods to Global Steel Exports and shall apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate in any invoice, delivery note or other similar document, or which

are implied by trade, custom, practice or course of dealing.

2.2

2.3

known to the Supplier by the Global Steel Exports expressly or by implication;

The Order constitutes an offer by the Global Steel Exports to purchase the Goods in accordance with these Conditions.

(c)

The Order shall be deemed to be accepted on the earlier of: (a)

(b)

the Supplier issuing a written acceptance of the Order; and the Supplier doing any act consistent with fulfilling the Order

at which point the Contract shall come into existence.

2.4

Global Steel Exports may cancel any Order at any time prior to the receipt of express or implied acceptance in accordance with condition 2.3 by giving written notice to the Supplier.

3.

THE GOODS

3.1

The Supplier warrants to Global Steel Exports that the Goods will: (a)

(b)

correspond with their description and any applicable Specificatio n;

(d)

3.2

The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.

Global Steel Exports shall have the right to inspect and test the Goods at any time before delivery.

3.4

If following such inspection or testing Global Steel Exports considers that the Goods do not conform or are unlikely to comply with the Supplier's undertakings at clause 3.1, Global Steel Exports shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

Notwithstanding any such inspection or testing, the Supplier shall remain fully

delivered; and (c)

DELIVERY The Supplier ensure that: (a)

comply with and enable Global Steel Exports to comply with all Regulatory Requiremen ts.

3.3

be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by 3.5 the Supplier or made

Version – January 2017

be free from defects in design, material and workmansh ip and 4. remain so for 12 4.1 months after Delivery;

responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract, and Global Steel Exports shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.

(b)

shall

the Goods are properly packed and secured in such manner as to enable them to 4.2 reach their destination in good condition; each delivery of the Goods is accompanie d by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the 4.3 outstanding balance of Goods remaining to be

if the Supplier requires Global Steel Exports to return any packaging material to the Supplier, that fact is clearly stated on the delivery note.

Any such packaging material shall be returned to the Supplier at the cost of the Supplier.

The Supplier shall deliver the Goods: (a)

on the date specified in the Order,

(b)

to the location as set out in the Order or such other location as is set out in the Order, or as instructed by the Global Steel Exports prior to delivery (Delivery Location); and

(c)

during the Global Steel Exports’ normal business hours, or as instructed by Global Steel Exports.

Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.

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4.4

4.5

Global Steel Exports shall be entitled to reject any Goods delivered which are not in accordance with this Contract and shall not be deemed to have accepted any Goods until Global Steel Exports has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent.

The Supplier shall not deliver the Goods in instalments without Global Steel Exports’ prior written consent.

Where it is agreed that the Goods are to be delivered by instalments, this Contract will be treated as a single contract and is not severable.

5.

REMEDIES

5.1

If the Goods are not delivered on the date they are due as referred to in clause 4.2(a), or do not comply with the warranties set out in clause 3.1, then, without limiting any of its other rights or remedies, Global Steel Exports shall have the right to any one or more of the following remedies, whether or not it has accepted the Goods: (a)

to terminate the Contract;

(b)

to reject the 5.2 Goods (in whole or in part) and return them to the Supplier at 5.3 the Supplier's own risk and expense;

(c)

to require the Supplier

Version – January 2017

to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods if paid; (d)

to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;

(e)

to recover from the Supplier any costs reasonably incurred by Global Steel Exports in obtaining substitute goods from a third party; and

(f)

to claim damages for any other costs, loss or expenses incurred by Global Steel Exports which are in any way attributable to the Supplier's failure to carry out its obligations under the Contract.

These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

The Supplier shall keep Global Steel Exports indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and legal and other

professional fees and expenses awarded against or incurred or paid by the Global Steel Exports as a result of or in connection with: (a)

(b)

any claim made against the Global Steel Exports for actual or alleged infringemen t of a third party's intellectual property rights arising out of, or in connection with, the supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontract 5.4 ors; any claim made against the Global Steel Exports by a third party 6. arising out of, or in connection with, the supply of the Goods, to the extent that 7. such claim arises out of the breach, negligent performanc e or failure or delay in performanc e of the Contract by the Supplier, its employees, agents or

subcontract ors; and (c)

any claim made against the Global Steel Exports by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods, to the extent that the defect in the Goods is attributable to the acts or omissions of the Supplier, its employees, agents or subcontract ors.

This clause 5.3 shall survive termination of the Contract.

Global Steel Exports’ rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.

TITLE AND RISK Title and risk in the Goods shall pass to Global Steel Exports on completion of delivery in accordance with these Conditions.

IMPORT AND EXPORT LICENCES The Supplier is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Goods as are required from time to time and, if required by Global Steel Exports, the Supplier shall make those licences and

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consents available to Global Steel Exports prior to the relevant delivery.

9.

8.

PRICE AND PAYMENT

8.1

The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date the Contract 10. came into existence.

8.2

The price of the Goods is exclusive of amounts in respect of value added tax (VAT) or any similar sales tax or any tax that replaces such sales taxes, but includes the costs of packaging, insurance and carriage of the Goods.

8.3

The Supplier shall not increase the price of the Goods (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent 11. of Global Steel Exports.

8.4

On or after delivery of the Goods, the Supplier shall issue to Global Steel Exports a valid VAT or similar sales tax invoice.

8.5

The Supplier may invoice Global Steel Exports for the Goods on or at any time after the completion of delivery.

8.6

8.7

Global Steel Exports shall pay correctly rendered invoices within 60 days from the end of the month in which the relevant invoice was received.

Global Steel Exports may, without limiting any other rights or remedies it may have, set off any amount owed to it by the Supplier against any amounts payable by it to the Supplier.

Version – January 2017

for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors shall keep such information confidential.

RESALE Global Steel Exports shall be permitted to resell the Goods to any third party. By allowing resale, the Supplier agrees to confer a licence in relation to its Intellectual Property rights but does not exhaust its Intellectual Property Rights.

12.

TERMINATION

12.1

Either party may terminate any Contract at any time with immediate effect (or following such notice period as it sees fit) by giving written notice to the other if: (i) the other party commits a material breach of any term of the Contract and (if such term is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so; (ii) the other party suffers an Insolvency Event; (iii) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

INSURANCE The Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover such heads of liability as may arise under or in connection with the Contract, and shall, on Global Steel Exports’ request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

CONFIDENTIAL INFORMATION 12.2 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, Specifications, inventions, processes or initiatives which are disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and 12.3 any other confidential information concerning the disclosing party's business, its products or its services which 13. the receiving party 13.1 may obtain.

The receiving party shall only disclose such confidential information to those of its employees, agents or subcontractors who need to know the same

failure is caused by an event or circumstance that is beyond the reasonable control (including without limitation fire, flood, explosion, epidemic, riot, civil commotion, any strike, lockout or other industrial action, act of God, war, warlike hostilities or threat of war, terrorist activities, accidental or malicious damage and any prohibition or restriction by any government or other legal authority which affects this Contract) of that party, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable, provided that the Supplier shall use all reasonable endeavours to cure any such events or circumstances and resume performance under the Contract.

13.2

A party claiming to be unable to perform its obligations under this Contract (either on time or at all) in any of the circumstances set out in clause 13.1 shall notify the other party of the nature and extend of the circumstances in question as soon as practicable.

13.3

FORCE MAJEURE

This clause 13 shall cease to apply when such circumstances have ceased to have effect on the performance of this Contract and the party affected shall give notice to the other party that the circumstances have ceased.

Neither party shall be 13.4 liable to the other, or deemed to be in breach of this Contract, for any delay or failure in performing its obligations under the Contract to the extent that such delay or

If any circumstance relied on by either party for the purpose of this clause 13 continues for more than 6 months, the other party shall be entitled to terminate this Contract with

Termination of any Contract shall be without prejudice to any other rights which the other party may have under that Contract and without prejudice to any rights and liabilities which may have accrued prior to the date on which termination takes effect.

The provisions of Conditions 5.3, 10, 11 and 14 shall survive termination of the Contract.

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immediate effect given in writing.

14.

INDEMNITY

14.1

The Supplier agrees as a continuing obligation, to indemnify Global Steel Exports against and to pay on demand an amount equal to any loss, damages, claims or expenses which Global Steel Exports my directly or indirectly suffer or incur at any time or from time to time arising out of or in connection with: (a) any defect in the design, quality or workmanship of the Goods; (b) any claim that the Goods provided by the Supplier infringe a third party’s Intellectual Property rights whether or not under English law, or any rights arising out of the use or supply of the Goods; (c) any claim made against Global Steel Exports in respect of any liability, loss, damage, injury, cost or expense sustained by Global Steel Exports’ employees or agents or by any Strom Procurement or third party to the extend that such liability, loss, damage, injury, cost or expense was caused by, relates to, or arises from the delivery of Goods as a consequence of the Supplier’s negligence or a direct or indirect breach by the Supplier of the terms of any Contract; (d) any wilful abandonment, fraudulent or dishonest act or omission by the Supplier in respect of its obligations under any Contract; and (e) any Product Recall; and/or (f) any breach of the Contract.

Version – January 2017

14.2

15.

Nothing in these Conditions shall limit or exclude either party’s liability for (i) death or personal injury resulting from negligence; (ii) fraud or fraudulent misrepresentation; (iii) breach of the terms implied by the Sale of Goods Act 1979 and/or the Supply of Goods and Services Act 1982; (iv) defective products that arises under the EU Product Liability Directive (85/374/EEC) and/or 16.2 the EU General Product Safety Directive (2001/95/EC) (and/or any implementing legislation); (v) the US Consumer Product Safety Commission or any other Regulatory Requirements; or the indemnity contained in clause 14.1.

transfer, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract without Global Steel Exports’ prior written consent.

(a)

If a Product Recall is required by Regulatory Requirements or is deemed necessary by Global Steel Exports, the Supplier shall promptly provide Global Steel Exports with all necessary assistance to enable the Product Recall to be conducted efficiently and with due urgency either by Global Steel Exports or the Supplier.

GENERAL

16.1

Assignment subcontracting (a)

(b)

and

Global Steel Exports may at any time assign, transfer, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract.

The Supplier may not 16.3 assign,

If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforcea ble, that provision or partprovision shall, to the extent required, be deemed to be deleted, and the validity and enforceabili ty of the other provisions of the Contract shall not be affected.

(b)

If any invalid, unenforcea ble or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modificatio n necessary to make it legal, valid and enforceable.

Notices

PRODUCT RECALL

16.

(a)

Severance

Any notice or other communicat ion given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by 16.4 pre-paid first class post, recorded delivery, commercial courier, fax or e-mail.

16.5

Waiver. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

Third party rights. A person who is not a party to the Contract

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shall not have any rights under or in connection with it.

16.6

Relationship. Nothing in this agreement shall be deemed to create a partnership or joint venture or contract of employment of any kind between the parties, nor shall it be deemed to grant any authority not expressly set out in this agreement or create any agency between the parties.

16.7

Time of the Essence.

Time is of the essence for all orders, unless expressly stated this does not apply to any particular order.

16.8

Variation. Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by Global Steel Exports.

16.9

Governing law and jurisdiction.

The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including noncontractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

For the avoidance of doubt, the United Nations Convention on the International Sale of Goods shall not apply to this Contract.

The international rules for the interpretation of trade terms prepared by the International Chamber of Commerce (Incoterms) shall apply but where they conflict with this Contract, this Contract shall prevail.

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____________________ ______________ Supplier Name

____________________ ______________ Signed for and on behalf of the Supplier Dated:

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