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General Terms and Conditions for Sale of Goods

Metro Fixings Ltd--

of Bridge Works, Bridgefields, Welwyn Garden City, Hertfordshire, AL7 1RX
(referred to as ‘the Company’)
1. Entire Agreement

1.1 These terms and conditions shall apply to any transaction  where the Company supplies any item to you. These terms apply to the entire exclusion of any other terms and conditions that you may proffer.

1.2 These terms contain the entire agreement between the Company and you (hereafter ‘the Agreement’). No addition, alteration, substitution or waiver of these terms will be valid unless the Company has expressly accepted this in writing. The  terms of the Agreement shall override and supersede any previous negotiations, agreements or arrangements between you and the Company.

1.3 An order for goods shall be deemed an offer by you to purchase or hire goods (whichever is applicable) pursuant to the provisions of these terms and conditions and your acceptance of delivery of such goods shall be deemed conclusive evidence of your acceptance of these terms and conditions.

1.4 Any recommendation or advice that the Company, its employees, representatives or agents, may give you (or may have given you) regarding the use or fitness of the goods for any purpose whatsoever,

although given in good faith, shall not form part of the Agreement and is given without any liability on the Company’s part. You agree and confirm that you do not and will not in good faith rely on such

representations unless they are confirmed to you in writing. Notwithstanding the foregoing, nothing in this clause shall seek to exclude or restrict the Company’s liability for fraudulent misrepresentation.

2. Cancellation

2.1 Unless clause 2.2 below applies, once you have placed an order for the purchase of goods on the Company you may not cancel that order either in whole or in part without the written consent of the Company. Any delay in delivery of the goods or the cancellation of your customer’s contract with you shall not be an acceptable reason for termination of the order. The Company may, however, exercise its discretion to agree to accept goods for return or credit. Any such goods that are returned must be accepted by the Company as being clean and in resalable condition.

The cost of transporting the goods 
back to the Company shall be at your expense and may be subject to a handling and restocking charge in the amount of [25%] of the invoice for that order.

2.2 If you are a consumer (as defined by s.3 of the Consumer Protection (Distance Selling) Regulations 2000) as amended or substituted from time to time, and you have placed your order other than in circumstances where you have met a representative of the Company face to face, you may cancel any order without incurring any charge by giving notice to the Company in writing within 7 working days beginning on the day after the day on which you received the goods (or, if the goods are delivered to a third party, the day after the day on which the third party received the goods) and, provided that you have returned the goods to the Company in good condition, the Company will refund the price paid within 30 days after your cancellation.

2.3 Clauses  2.1 & 2.2 above does not apply in respect of goods that are made to your specification or are clearly personalised or which, by their very nature, cannot be returned or which are liable to deteriorate or expire rapidly.

3. Specification

3.1 Any description which is given or applied to the goods is only for the purpose of identifying the goods and shall not make this Agreement a sale by description nor shall you rely on such description when entering into this Agreement.

3.2 Where you have been shown or have inspected a sample of the goods, the sole purpose of doing so was to enable you to judge the quality of the bulk and does not constitute a sale by sample.

3.3 Any information contained in the Company’s drawings, advertisements, catalogues and the like is for the sole purpose of giving an approximate idea of the goods described therein, without any

responsibility or liability on the part of the Company. Any typographical, clerical or other such error or omission in any sales literature, price list, invoice or other document issued by the Company shall be subject to correction without any liability on the Company’s part.

4. Price

4.1 Unless otherwise stated on any invoices and quotations, the stated price excludes Value Added Tax, carriage and delivery charges and any insurance costs.

4.2 If the rate of Value Added Tax increases between the date of your order and the date of delivery then the necessary additional amount of Value Added Tax will be added to the price of the goods.

4.3 Any quotation issued by the Company is only valid for 30 days from its date.

4.4 If the price of the goods increases for any other reason between the date of your order and the date of delivery the Company will notify you of this and give you the choice of either accepting the price

increase or cancelling the order within 7 days of your receipt of the notice, in which case any deposit you have paid will be refunded in full.

4.5 The Company may invoice you for partial delivery of the goods.

5. Payment

5.1 Unless the Company agrees otherwise with you and records that agreement in writing, goods are supplied on standard credit terms. The Company may ask you for a deposit or for prepayment in full

before delivery. Any invoice rendered must be paid in full within 30 days of the date of the invoice. Time for payment of the invoice shall be of the essence of this Agreement.

5.2 Interest shall accrue on overdue invoices at the rate of [4%] above the Bank of England’s base rate in place on the date that it became overdue and such interest shall be payable on the out standing

balance both before and after any court judgment is obtained against you.

5.3 You may not deduct or set off any sums that the Company may owe you against any invoice the Company has rendered to you, without the Company’s prior agreement in writing.

5.4 Without prejudice to any other of its rights, the Company may suspend performance or terminate all or part of the Agreement if it reasonably believes that you will not make payment in accordance with your obligations under this Agreement.

5.5 If you fail to make any payment on the due date then, without limiting any other right or remedy available to the Company, the Company may:

5.5.1 cancel the Agreement or suspend any further deliveries to you;

5.5.2 appropriate any payment that you have made to such of the goods (or the goods under any other contract between you and the Company) as it may consider fit and notwithstanding any purported

appropriation by you.

6. Delivery

6.1 The Company will carry out your order as soon as practicable and, in any event, within 30 days from the day following that on which the Company confirmed to you that has accepted your order. If the

Company is unable to carry out your order within this time period because the goods are unavailable it will inform you and refund any sums paid to you.

6.2 Notwithstanding the foregoing, time of delivery of goods shall not be of the essence of this Agreement. Any delivery times that the Company may offer you are offered purely as a guide and the Company accepts no responsibility should the goods not be delivered on the guide dates advised, whether this is due to factors within or outside the Company’s control.

6.3 Delivery will be made to the location that you designate. It is your responsibility to ensure that a responsible person is available to accept the delivery and to secure the goods at the delivery location. The Company shall not be liable for any damage or fault arising from incorrect storage of the goods.

6.4 If for any reason you do not accept delivery of the goods when they are ready for delivery, or the Company is unable to deliver the goods on time because you have not provided appropriate instructions, documents, licences or authorisations, then (i) risk in the goods will pass to you (including for loss or damage); (ii) the goods will be deemed to have been delivered; and (iii) the Company may store the goods until delivery, and you will be liable for all related costs and expenses.

6.5 When the price quoted includes delivery the Company will repair or replace at no charge to you any goods that are damaged in transit, short-delivered or non-delivered or, at its option, refund the purchase

price of such damaged, short-delivered or non-delivered goods provided that you give the Company notice in writing of such damage within 7 working days of the delivery but not otherwise. The Company

shall not be under any other liability to you in relation to such non-delivery, short delivery or defects.

7. Retention of Title

7.1 Property in and absolute ownership of any goods and the right of disposal of such goods that the Company sells to you shall not pass to you until you have paid the Company in full and including VAT all

sums owed by you to the Company in respect of all goods on account under any transaction between the Company and you, concluded at any time. Payment for the purposes of this clause means legal

tender or cleared funds through the United Kingdom banking system.

7.2 Notwithstanding clause 7.1 above, the risk in the goods shall pass to you upon delivery of the goods to you or at premises nominated by you. You will hold the goods as the Company’s fiduciary agent and

bailee, keeping them in good condition, unless and until payment in full for the goods is made and the Company may at any time require the return of such goods which are in your possession, control or

custody. You shall insure the goods at your own cost on the Company’s behalf and you will hold the proceeds of such insurance on trust for the Company.

7.3 You shall keep and store the goods separately so as to enable them to be identified as the Company’s property. You hereby irrevocably license the Company, its representatives and its agents to enter upon your premises or any other premises to which you control the access and upon which the goods are present to enable the Company to recover its goods.

7.4 You may sell the goods in the ordinary course of business at a price not less than the price of such goods under this Agreement. Title in any goods appropriated to such sale shall pass to you immediately

prior to such sale or appropriation whichever is the later. You alone (to the exclusion of the Company) shall bear all liabilities and obligations (contractual, tortious, statutory or otherwise) of a supplier or

seller under or in connection with such sale and shall keep the Company indemnified accordingly.

7.5 You must immediately notify the Company if you are an incorporated company and you or any of your directors intend to present a petition for the making of an administration order or winding up order of your company or if you are aware of any such intention on the part of any of your creditors.

7.6 Your authority to possess or sell the goods shall forthwith terminate without the need for any notice to you upon the occurrence of any of the events referred to in sub-clause 12.1.2 below whether the

Company exercises its right to terminate the Agreement under clause 12.1 or not.

7.7 The Company may repossess the goods at any time after your authority to possess or sell the goods under clause 7.4 above has been terminated or the Company’s termination of the Agreement under

clause 12.1 below and prior to receipt by the Company of payment in full of all sums owed by you to the Company (including VAT) in respect of all goods on all accounts under all transactions between you and

the Company concluded at any time.

8. Defects

8.1 The Company will, at its option, either make good by repair or the supply of a replacement, defects which, under proper use, appear in the goods within a period of 12 months after the goods have been

delivered, provided that:

8.1.1. you notify the Company in writing of the claimed defects immediately on their appearance; and

8.1.2. the Company is satisfied that the defects arise solely from faulty design (other than a design made, furnished or specified by you for which the Company has disclaimed responsibility in writing), materials

or workmanship and not, for example, as a result of any fair wear and tear, negligent use or alteration; and

8.1.3. the goods claimed to be defective are returned to the Company at your expense.

8.2 The repaired or replacement goods will be delivered to the original place of delivery and are otherwise subject to the provisions of this Agreement.

8.3 As an alternative to Clause 8.1 above, the Company shall be entitled, in its absolute discretion, to refund the purchase price if you had already paid it when you notified the Company of the claimed

defect.

8.4 The Company shall be under no liability under the above warranty (or any other guarantee or condition) if the purchase price for the goods has not been paid within 60 days of the due date for payment.

8.5 The remedy provided in this Clause 8 is without prejudice to the other provisions of this Agreement.

9. Miscellaneous

9.1 Save for the express warranties contained herein, the Company makes no conditions, warranties or representations, express or implied, in fact or in law, including but not limited to, any implied warranties of satisfactory quality, merchantability, fitness for a particular purpose, title and non-infringement, all of which are expressly excluded to the fullest extent permissible by law.

9.2 The Company reserves the right to assign its rights and obligations under the Agreement or to subcontract the performance of any order in whole or in part. You may not, however, assign your rights or

obligations to the Company under this Agreement without the Company’s consent in writing.

9.3 Notwithstanding any other provision of this Agreement, for the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

9.4 The Company’s failure or delay to exercise any of its rights under the Agreement shall not be a waiver or forfeiture of such rights.

9.5 Any unenforceable or invalid provision or portion contained in the Agreement shall be deemed severed from the valid provisions which shall remain in full force and effect.

9.6 The Agreement shall in all respects be construed according to and governed by the law of England and Wales and the parties both agree to submit to the jurisdiction of the courts of England and Wales.

10. Force Majeure

10.1 The Company shall not be liable for its failure to perform any of its obligations to you where such failure is caused by circumstances beyond the Company’s reasonable control.

11. Limitation of Liability

11.1 The maximum amount of the Company’s liability to you in contract, tort (including negligence or breach of statutory duty) or howsoever otherwise arising in connection with direct damage in the performance or contemplated performance of the Agreement for each respective breach or series of related breaches, shall not exceed in the aggregate the price actually paid by you to the Company for the

Goods under the Agreement.

11.2 Except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to you for any special, indirect or consequential loss or damage (whether for loss of profit, loss of business, loss of anticipated savings, depletion of goodwill, recall, dismantling or otherwise), costs, expenses or other claims for consequential compensation, including without limitation punitive or exemplary damages, howsoever caused which arise out of or in connection with the sale of the goods, even if the Company has been advised of the possibility of such loss or damage.

11.3 You acknowledge that the Company’s prices for the goods have been determined on the basis that the exclusions of, and limitations on, the Company’s liability set out in these terms and conditions are

effective and enforceable. You further acknowledge that you have read these terms and conditions, are fully aware of and agree to the exclusions and limitations contained herein, and are able to and will

obtain insurance coverage for yourself in the light of those exclusions and limitations if you deem it appropriate. You acknowledge that the said exclusions and limitations are reasonable and represent

the agreed commercial allocation of risks between you and the Company. You also acknowledge that you had the option of seeking to negotiate a change to the said exclusions and limitations by paying a

higher price for the goods to compensate the Company for the additional risk assumed and/or associated insurance costs.

12. Termination

12.1 The Company shall have the right to terminate the Agreement immediately, without affecting its accrued rights and without further liability if:

12.1.1 you default in the payment on its due date of any sum under or pursuant to any transaction under these conditions of sale or commit any continuing or serious breach of the Agreement and fail to remedy such breach (if remediable) within 10 days of receiving written notice from the Company to do so; or

12.1.2 any of the following events occur:-

12.1.2.1 distress or execution is levied against any of your assets and is not paid or discharged within 7 days; a judgment against you remains unsatisfied for more than 7 days; a receiver is appointed with respect to any of your assets; or

12.1.2.2 a petition is presented for your winding up or bankruptcy or for an administration order to be made in relation to you; or a resolution is passed for your winding up (other than a members’ voluntary winding

up for the purposes of amalgamation or reconstruction on terms approved in writing by Company); or

12.1.2.3 you suspend or threaten to suspend payment of your debts or are deemed unable to pay your debts for the purposes of section 123 of the Insolvency Act 1986; or you cease or threaten to cease to carrying on your business or any material part thereof as a going concern; or as a result of any change in the powers, business or circumstances you are unlikely to be in a position to fulfil the Agreement or any transaction pursuant to it; or

12.1.2.4 any event in a foreign jurisdiction analogous to, or comparable with 12.1.2.1 to 12.1.2.3 above; or

12.1.3 at any time Company has reasonable grounds to believe that any of the events mentioned in 12.1.1 and

12.1.2 above are likely to happen within a period of 3 months thereafter.

12.2 On termination of the Agreement for any reason:

12.2.1 the Company shall be discharged from any further liability to perform under the Agreement;

12.2.2 you shall pay the Company on demand all sums owed by you to the Company (including VAT) in respect of all goods on all accounts under all transactions between Company and yourself concluded at

any time; and

12.2.3 the Company is granted an irrevocable licence to enter your premises to recover any goods or other materials which are its property.

13. Consumer Rights

13.1 Nothing in these conditions shall affect the rights of a consumer under the relevant legislation in the United Kingdom but subject to the provisions of that legislation and, in any event, in all cases in which

the purchaser is not a consumer for the purposes of such legislation, then these terms and conditions shall exclusively govern the Agreement.

General Terms and Conditions for Hire of Goods

1. These conditions

1.1. The contents of clauses 1, 3, 5, 6, 9, 10, 11, 12 and 13 of the Company General Terms and Conditions of Sale of Goods shall apply with the necessary changes (mutatis mutandis) to any contract for hire of goods by the Company to you and in the event of any conflict of those terms and these Standard Terms and Conditions for Hire of Goods, the former shall take precedence.

2. Loss or damage to hired items

2.1. Should any item contracted out on hire by the Company be lost or damaged upon return, you will be liable for the cost of repair or replacement of that item and you shall pay that cost immediately upon

written demand by the Company to do.

3. Apparently defective items

3.1. Should you discover that any item the Company has hired to you is apparently defective, you must inform us immediately. We may require you to return the item before the hire period is completed. We

will test the item upon its return and, if we are satisfied that the item was defective when it left our premises, we will refund any amounts already paid by you in respect of the hire of that item. The Com

pany shall have no further liability to you in respect of any defective item.

4. Hire charges

4.1. Hire charges will apply from the on-hire date that appears on the delivery ticket to the off-hire date that

appears on the off-hire notice. Minimum weekly hire rates apply for the first week’s hire on all items.

Hire rates are then calculated on a daily basis thereafter.

4.2. Unless otherwise stated on any invoice or quotation, the stated hire charge excludes VAT, carriage and

any delivery charges and any insurance costs.

4.3. You shall be fully responsible for any item you have hired out with the Company until you and the

Company have both signed an off-hire notice for that item and the item has been returned to the Company.

5. Reservations of items for hire

5.1. If you request the Company to reserve items to hire out to you on a particular date or dates you must give 2 working day’s notice of cancellation of such hire or you will be liable for the minimum weekly hire charge.

5.2. Although we may agree to reserve items for you for hire on particular dates we make no warranty that any item is available for hire on any future date and we accept no liability for any loss, including any

consequential loss, that you may incur as a result of the non-availability of any item on any date.

6. General

6.1. Nothing in these terms shall limit the Company’s liability for death or personal injury caused by its negligence.

6.2. The Company shall not be liable for damage to goods/property or injury to persons resulting from negligent or improper use of products hired by it to you.