TC SHIELDING LTD TERMS AND CONDITIONS OF TRADING

Terms and Conditions of Trading (“Conditions”) of TC SHIELDING LTD incorporated and registered in England and Wales with company number 2573493 and having its registered office at Unit 2 Ashburton Industrial Estate, Ross On Wye, Herefordshire, HR9 5RY, England, shall be referred to in these Conditions as “TC SHIELDING”.

1. Interpretation

1.1 These Conditions apply to all contracts with customers of TC SHIELDING for the supply of goods by TC SHIELDING (“Goods”).

1.2 In these Conditions the definitions detailed in clause 15 shall apply and

(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

(b) a reference to a party includes its personal representatives, successors or permitted assigns;

(c) a reference to a statute or statutory provision is a reference to such statute or statutory 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 re-enacted; and

(d) 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.

1.3 In these Conditions YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSES 4, 8 AND 13.

2. Basis of Contract

2.1 Orders for Goods placed with TC SHIELDING may be placed in writing, by telephone or by email, but in all cases will be subject to TC SHIELDING’s written acceptance. The contract between you and TC SHIELDING will become legally binding only when TC SHIELDING has notified you in writing of its acceptance of your order. Accepted orders will be deemed to incorporate these Conditions and thereby form the “Contract”.

2.2 The Contract overrides any other previous statements, promises, representations and undertakings given or made by TC SHIELDING in relation to the subject matter of the Contract which are not set out in the Contract including brochures, specifications and advertising and the Contract excludes all such items and all other terms not set out in the Contract, including those implied by trade and/or custom and practice (and you acknowledge, in respect of each of the foregoing, that you have not relied on the same).

2.3 Quotations provided by TC SHIELDING (whether written or oral) do not constitute offers and are subject to withdrawal without notice and shall automatically lapse 30 days after the date of the quotation unless otherwise agreed by TC SHIELDING in writing.

2.4 TC SHIELDING reserves the right to make changes to the Goods necessary to comply with applicable law or safety requirements, or which do not materially affect the nature or quality of the Goods.

2.5 In the event of any conflict or inconsistency between the terms of an order which is accepted by TC SHIELDING including any terms marked by TC SHIELDING as “Special Conditions” and these Conditions, the order which is accepted by TC SHIELDING including any Special Conditions shall prevail, to the extent of the conflict or inconsistency only.

3. Price

3.1 Unless otherwise itemised on the order acceptance the price quoted does not include delivery. VAT will be charged in addition at the rate applying at the time of delivery of the Goods.

3.2 Unless otherwise stated the price excludes all other taxes which may be applicable and you shall pay any such tax in addition to the price. If you are required under any applicable law to withhold or deduct any amounts from the payments due to TC SHIELDING, you shall increase the sum you pay to TC SHIELDING by the amount necessary to leave TC SHIELDING with an amount equal to the sum it would have received if no such withholdings or deductions had been made.

3.3 If the price on the order acceptance is stated to include all taxes and be delivered duty paid (DDP) the price quoted reflects the price of DDP at the time of the order acceptance. If there is a change in a component of DDP of any kind that affects the price to TC SHIELDING
supplying DDP, (including but not limited to tariff, duty and tax) TC SHIELDING shall have the right to vary the price to reflect the changed cost and shall at your request substantiate the price variation to you.

4. Specifications, Description and Variation

4.1 The quantity and description of Goods shall be as set out in TC SHIELDING’s acceptance of Order. It is your responsibility to ensure that all details contained in our written acceptance are correct.

4.2 All brochures, advertisements and samples are for illustrative purposes only.

4.3 To ensure TC SHIELDING supplies Goods in accordance with your specifications, drawings (“Specification”), TC SHIELDING will issue drawings for approval. Any tolerance deviations will be taken into account and the drawing must be approved prior to manufacture.

4.4 You may submit to TC SHIELDING at any time a request to vary an Order and TC SHIELDING shall give all such requests due consideration but the decision to agree to the variation shall be at the sole discretion of TC SHIELDING.

4.5 If TC SHIELDING in its sole discretion decides that a variation is possible it shall forward to you a variation proposal which shall show the new specification and (if appropriate) the revised price to take account of the variation. The revised price shall take account of any wasted costs and materials that TC SHIELDING in its sole discretion decides that it will incur.

4.6 If you agree to the variation proposal you shall reply to TC SHIELDING in writing only confirming your acceptance to the Variation as set out on the variation proposal. It is your responsibility to ensure that the contents of the variation proposal meet your requirements.

5. Intellectual Property Rights

5.1 The Intellectual Property Rights in any materials, Software and/or equipment, in whatever form, existing prior to the entering into of a Contract, or developed solely by one party entirely independently and unrelated to the Contract, shall be owned by the developing party.

5.2 The Intellectual Property Rights in any materials, Software and/or equipment, including drawings, designs, specifications or data, developed or produced by TC SHIELDING in pursuance of a Contract shall remain vested in TC SHIELDING unless specifically agreed otherwise in writing at the time of entering into the Contract.

6. Samples and Testing

6.1 TC SHIELDING shall be entitled to charge for all samples provided to you and all testing carried out at your request. All such charges will be agreed with you in writing before TC SHIELDING proceeds with production and supply of samples and /or testing.

7. Cancellation

7.1 TC SHIELDING may suspend or cancel the Contract or any part of it, by written notice if:

(a) you fail to pay TC SHIELDING any money when due (under the Contract or otherwise);

(b) you suffer an Insolvency Event.

7.2 You may only cancel the Contract or any part thereof if TC SHIELDING agrees in writing and, in such circumstances, you shall pay to TC SHIELDING the sums due for costs incurred up to cancellation, including:

(a) any processing and manufacturing costs;

(b) the price of specialist/customer specific goods (including but not limited to any goods or materials that TC SHIELDING keeps in stock but has bought in a volume to satisfy your Order);

(c) costs of failed delivery attempts; and

(d) any other costs related to the Contract which TC SHIELDING has incurred which are notified by TC SHIELDING to you.

8. Return of Goods

8.1 TC SHIELDING may, at its sole discretion accept the return of Goods from you:

(a) within 30 days of the date of delivery;

(b) if TC SHIELDING has expressly agreed to do so in writing;

(c) if the Goods are undamaged and in their original and full packaging;

(d) if the Goods are a standard stock item when you request the return;

(e) on payment of a handling charge*; and

(f) in all cases, where the Goods are as fit for sale on their return as they were on delivery.

8.2 * The handling charge will be set at TC SHIELDING’s sole discretion, acting reasonably, and will dependant on the condition of goods and packaging and will in any event be a minimum of 20 % of the sale price inclusive of VAT.

8.3 Requests for returns are to be submitted directly to sales@tcshielding.com and to be considered for return the request shall contain the following information:
• TC SHIELDING Delivery Reference
• Date of Purchase
• No. of products to return
• Product codes
• Reason for return
• Images of items providing evidence of packaging state.

9. Delivery

9.1 All goods will be despatched at the sole discretion of TC SHIELDING.

9.2 Delivery times or means of transport specifically requested will normally be charged in addition to TC SHIELDING’s normal carriage rates.

9.3 Delivery shall take place at your usual place of business unless agreed otherwise in writing with TC SHIELDING.

9.4 TC SHIELDING shall use its reasonable endeavours to meet any requested delivery or performance date in the Contract but any such dates and times are estimates only and time shall not be of the essence for delivery of Goods.

9.5 You shall accept delivery of the Goods after any estimated delivery or performance time given by TC SHIELDING and delivery or performance will be deemed to have been in accordance with the Contract.

9.6 If you order Goods with a single delivery date that has been agreed in writing by TC SHIELDING then you may not change that date (whether by way of delay in the delivery date or a change to instalments or other staggered delivery process) without the prior written agreement of TC SHIELDING to the change including adjustment to the price to reflect the change in delivery.

9.7 Neither TC SHIELDING nor its carrier is responsible for unloading the Goods at your premises. You are responsible for providing, at your cost, sufficient labour and materials for unloading the Goods at your premises.

9.8 TC SHIELDING may decline to deliver the Goods if:

(a) TC SHIELDING believes, or its carrier believes, that it would be unsafe, unlawful or unreasonably difficult to do so; or

(b) the premises, or the access to them, are unsuitable for TC SHIELDING’s or the carrier’s delivery vehicle. Any unforeseen additional costs resulting from any requirement of TC SHIELDING to make repeat or abortive delivery attempts as a result of such delivery issues may be invoiced separately and must be paid for by you in accordance with clause 10.

9.9 Delivery will be deemed to have taken place:

(a) at TC SHIELDING’s premises when you (for this clause 9.9 ‘you’ shall include but not be limited to you, your agent, carrier or freight partner) collect the Goods; or

(b) at the agreed delivery address, when you have unloaded the Goods (if TC SHIELDING is arranging carriage); or

(c) two weeks after the date which you have been notified of as the date on which the Goods are ready for collection (‘Available Date’).

9.12 TC SHIELDING shall have the right to levy a storage charge for any Goods from two weeks after Available Date until the date of collection or disposal.

9.13 If Goods are not collected within two calendar months of the Available Date TC SHIELDING has the right to sell or dispose of the Goods as it sees fit. TC SHIELDING may recover from any proceeds of a sale, outstanding payments, costs of storage and insurance . In the event that such sale proceeds are insufficient to cover any outstanding payments and costs, you shall be liable for the shortfall and you shall pay the shortfall in accordance with clause 10.

10. Payment Terms and Application for Credit

10.1 Subject to clause 10.2, you shall pay to TC SHIELDING the price quoted for the Goods in accordance with the relevant invoice issued by TC SHIELDING, in cleared funds in agreed currency by the method agreed by the parties, on or before the time of order. If you fail to do so, TC SHIELDING may decline to deliver the Goods and shall not be deemed to be on breach of the Contract.

10.2 There will be no option to use Credit Terms unless you have the prior written agreement of TC SHIELDING. If Credit Terms are requested TC SHIELDING reserves the right to require a Parent Company or Cross Company Guarantee or a Director’s Guarantee using its absolute discretion as it sees fit.

10.3 TC SHIELDING shall use reasonable endeavours to consider an application for a credit account. TC SHIELDING may, in its absolute discretion, decline any application for a credit account and is not obliged to give any reason for such decision.

10.4 TC SHIELDING may, in its absolute discretion, and without liability to you, at any time and without notice, a) withdraw your credit account, b) reduce your credit limit or c) bring forward your due date for payment, and in doing so TC SHIELDING may withdraw from a contract (even after acceptance by Us), or delay delivery under it, consistent with any change in your credit position.

10.5 By placing an order with TC SHIELDING or applying for an TC SHIELDING credit account, you:

(a) consent to TC SHIELDING carrying out such credit referencing and other due diligence as it considers appropriate on an ongoing basis; and

(b) agree that you shall, on request, provide TC SHIELDING with any and all information reasonably requested by TC SHIELDING in relation to
your business operations and/or finances in order to ascertain your creditworthiness.

10.6 If you fail to pay TC SHIELDING in full in accordance with clause 10.1 or 10.2 (as applicable):

(a) TC SHIELDING may suspend or cancel future deliveries of Goods and

(b) TC SHIELDING may cancel any discount offered to you.

10.7 You shall pay TC SHIELDING interest and compensation calculated in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

10.8 If you go into arrears with a credit account TC SHIELDING has the right to take action to recover any amount owing to TC SHIELDING and the amount including any current amount shall be deemed as immediately payable.

10.9 You do not have the right to set off any money you may claim from TC SHIELDING against anything you may owe TC SHIELDING. While you owe money to TC SHIELDING, TC SHIELDING shall have a lien on your property in its possession.

10.10 When exporting Goods outside the United Kingdom TC SHIELDING may, at its discretion, require you to provide an export guarantee in a form satisfactory to TC SHIELDING and if you fail to provide the required export guarantee TC SHIELDING may decline to deliver the Goods.

11. Title and Risk

Where TC SHIELDING provides Goods under a Contract:

11.1 Title to the Goods shall pass to you when TC SHIELDING has received:

(a) all amounts due to TC SHIELDING under the Contract in respect of the Goods; and

(b) all other sums due to TC SHIELDING from you which are outstanding.

11.2 The Goods are at your risk from the time of delivery in accordance with clause 9.

11.3 Until the date on which title to the Goods passes to you in accordance with clause 11.6, all Goods shall remain the property of TC SHIELDING.

11.4 If you fail to pay any sums owed to TC SHIELDING for Goods provided by the due date for payment in accordance with a relevant invoice, notwithstanding TC SHIELDING’s retention of title to the Goods pursuant to this clause 11, TC SHIELDING has the right to take legal proceedings to recover the price of Goods supplied together with interest and compensation.

12. Tooling

12.1 Job specific tooling will be charged to the you unless a separate agreement is made otherwise with TC SHIELDING. This charge is a contribution to the tooling cost and does not transfer ownership of tooling to the you. The Company assumes full liability for repair, maintenance and ongoing replacement of tooling. If a separate agreement is put in place to transfer ownership of the tooling, you accept full liability for repair, maintenance, ongoing replacement and insurance.

13. Warranties, Indemnity and Liability

13.1 Subject to clauses 4.3 and clauses 13.2 to 13.6 and clauses 13.8 to 13.10, TC SHIELDING warrants that the Goods will conform to the Specification; and

13.2 Save as set out in clause 13.1 TC SHIELDING gives no other warranties and now excludes, to the fullest extent permitted by law, all warranties, terms and conditions that would otherwise be implied into the Contract, including all warranties implied by law, custom and practice and course of dealing as to the quality of Goods and their fitness for purpose, including in respect of any Goods which TC SHIELDING has prepared.

13.3 You are responsible for ensuring, and warrant to TC SHIELDING that the Specification is complete, accurate and fit for your purposes notwithstanding that you may have used recommendations provided by TC SHIELDING;

13.4 Subject to clause 13.10 TC SHIELDING shall not be liable, whether in contract (including fundamental breach), tort (including negligence), breach of statutory duty or otherwise for any defect in the Goods which:

(a) is caused by a breach of any of the warranties given at clause 13.3;

(b) are produced to the Specification; or

13.5 You shall inspect the Goods (including a physical check) on delivery. If any Goods are defective on delivery (or only partially delivered) and mark the advice note accordingly and you:

(a) shall inform TC SHIELDING (in writing), with full details, before their use or resale and in any event within 24 (twenty-four) hours of delivery;

(b) shall allow TC SHIELDING and any carrier to investigate the alleged defect or non-delivery; and

(c) TC SHIELDING shall not be liable, whether in contract (including fundamental breach), tort (including negligence), breach of statutory duty or otherwise for any defect which would have been obvious had a reasonable inspection of the Goods been carried out by you on delivery.

13.6 If you believe that the Goods have a defect which was not discoverable at the time of delivery by a reasonable inspection you:

(a) shall inform TC SHIELDING (in writing), with full details, within 7 days of discovering the alleged defect and in any event within 1 month of delivery; and

(b) shall allow TC SHIELDING to investigate the alleged defect.

13.7 If, following TC SHIELDING’s investigations, the Goods have not been delivered or any Goods are found not to be in accordance with clause

13.1, and you have complied in full with clauses 13.5 ,

13.6 (as applicable), TC SHIELDING shall, at its sole option replace Goods or refund the price of the finished Goods.

13.8 Subject to clause 13.10, TC SHIELDING shall not be liable to you or to any person claiming through you, whether in contract (including fundamental breach), tort (including negligence), breach of statutory duty or otherwise for any indirect or consequential loss, financial loss, loss of profits, loss of business revenue, loss of contracts, loss of goodwill, or loss of use arising from the Contract, any collateral contract, the supply of Goods, or their use. TC SHIELDING shall have no liability to you for: the cost of installing faulty Goods, or Goods damaged as a result of failure to follow published instructions or damage caused to the Goods after delivery.

13.9 Subject to clauses 13.10, TC SHIELDING’s liability to you for all other losses arising under or in connection with the Contract or any collateral contract, whether in contract (including fundamental breach), tort (including negligence), breach of statutory duty or otherwise
shall be limited to the price of the Goods. 13.10 Nothing in the Contract restricts or limits TC SHIELDING’s or your liability for death or personal injury resulting from negligence, for fraud or for any other liability which may not be excluded or restricted by law.

13.11 You shall indemnify and keep indemnified TC SHIELDING in full and on demand from all costs, proceedings, actions, claims or demands, liabilities, losses, damages and obligations which TC SHIELDING may incur or for which TC SHIELDING may be liable (including legal costs and expenses) arising out of or in connection with:

(a) the Specification infringing or being alleged to infringe third party Intellectual Property Rights; and/or

(b) the Specification and Goods made to the Specification not being fit for your purposes.

14. General

14.1 Any waiver of a part of the Contract is binding only if it is made (or recorded by TC SHIELDING) in writing and expressly states an intention to waive a part of these Conditions. Such a waiver shall not be deemed to be a waiver of any subsequent breach or default.

14.2 No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

14.3 Any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by TC SHIELDING and you.

14.4 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

14.5 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

14.6 If TC SHIELDING is unable to perform its obligations to you under the Contract or any other contract between TC SHIELDING and you (or is only able to perform them at unreasonable cost) because of a Force Majeure Event TC SHIELDING may, without liability to you, cancel or suspend any of its obligations to you on notice. If the Force Majeure Event continues for a period of 90 days, you may terminate the Contract on notice and without liability.

14.7 In order to perform this Contract TC SHIELDING may need to disclose your personal information to relevant third parties. TC SHIELDING shall comply with all relevant data protection legislation and shall ensure that all such relevant third parties are contractually obliged to do so too.

14.8 If you are more than one person, each of you has joint and several obligations under the Contract.

14.9 If any of these clauses are found invalid, illegal or unenforceable as set out herein:

(a) it will not affect the enforceability of any other clause; and

(b) if it would be enforceable if amended, it will be treated as so amended and the amended clause will be deemed incorporated herein.

14.10 Any notice to a party which is to be served under the Contract, shall be in the English language, in writing and may be served by leaving it at or by delivering it to (by pre-paid post (by airmail if to an address outside the country of posting) or by fax) the other party’s registered office or principal place of business. All such notices shall be signed by an authorised signatory. Notices delivered by hand shall be deemed served on delivery, those by pre-paid post 3 days after posting (7 days if sent by airmail), provided proof of posting is available and if by fax on receipt of an answer back. For the purposes of this clause “writing“ shall not include emails and notice given under the Contract shall not be validly served if given by email.

14.11 No contract between you and TC SHIELDING will create any right enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, or otherwise, by any person other than TC SHIELDING and you.

14.12 TC SHIELDING or you may at any time with the prior written consent of the other party assign, transfer, charge, subcontract or deal in
any other manner with all or any of its rights under the Contract . 14.13 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law and the parties irrevocably submit to the nonexclusive jurisdiction of the courts of England and Wales. The United Nations Convention on the International Sale of Goods shall not apply to the Contract.

15. Definitions

Force Majeure Event an event beyond the reasonable control of TC SHIELDING including strikes, lock-outs, other industrial disputes (whether involving the workforce of TC SHIELDING or any other party), failure of a utility service or transport network, act of God, accident, war, riot, civil commotion, act of terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, transport delays, explosion, storm, difficulty obtaining supplies or default of suppliers or subcontractors;

Insolvency Event if you go into liquidation or a winding up petition is presented in respect of you (other than for the purpose of a solvent bona fide reconstruction) and such petition is not discharged within 7 days of its presentation or an order is made for the appointment of an administrator or documents are filed for the appointment of an administrator or notice of intention to appoint an administrator is given by you, your directors or a qualifying floating charge holder, or a receiver or administrative receiver is appointed over the whole or any part of the assets of you or you propose to enter or make any arrangement or composition with your creditors or make an application to a court for the protection of your creditors in any way, are otherwise unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986) or is the subject of any similar event in any jurisdiction;

Intellectual Property Rights all patents, rights to inventions, utility models, copyright and related rights, trade-marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right,
topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world from time to time;
 

Uploaded 10/06/22