Terms and Conditions

MATRIX STEEL LTD

TERMS AND CONDITIONS OF SALE

1. Definitions and Interpretation

1.1 In these Terms and Conditions:

  • "Seller" means Matrix Steel Ltd.

  • "Buyer" means the person, company or organisation purchasing Goods from the Seller.

  • "Goods" means all products, materials and services supplied by the Seller.

  • "Contract" means any agreement for the sale of Goods by the Seller.

  • "Incoterms" means the Incoterms® 2020 Rules published by the International Chamber of Commerce.

1.2 These Terms and Conditions shall apply to every quotation, order and Contract entered into by the Seller and shall prevail over any terms submitted by the Buyer unless expressly agreed in writing by a Director of the Seller.

2. Quotations and Orders

2.1 All quotations are issued without obligation and may be withdrawn or amended at any time before acceptance.

2.2 Quotations shall remain valid for thirty (30) days unless otherwise stated.

2.3 No order shall become binding until accepted by the Seller in writing or by commencement of performance.

2.4 The Seller reserves the right to refuse any order without providing a reason.

2.5 Orders accepted by the Seller may not be cancelled by the Buyer except with the Seller's written agreement and subject to reimbursement of all costs incurred.

3. Prices

3.1 Prices quoted are exclusive of VAT and any other applicable taxes, duties or levies.

3.2 Unless otherwise agreed, transport, insurance, export documentation, customs clearance and unloading charges shall be payable by the Buyer.

3.3 The Seller reserves the right to adjust prices where:

  • raw material costs increase;

  • exchange rates fluctuate;

  • transport costs increase;

  • import duties or taxes change; or

  • specifications are altered by the Buyer.

4. Payment Terms

4.1 Payment shall be made strictly in accordance with the credit terms agreed between the parties.

4.2 Payment shall be made in full and without deduction, withholding, set-off or counterclaim.

4.3 Time for payment shall be of the essence.

4.4 If payment is not received by the due date, the Seller may:

a) suspend deliveries;

b) withdraw credit facilities;

c) require payment in advance;

d) cancel outstanding orders;

e) recover debt collection costs; and

f) charge interest on overdue amounts at 8% above the Bank of England base rate, accruing daily until payment is made in full.

4.5 Acceptance of part payment shall not constitute a waiver of the Seller's rights.

5. Delivery

5.1 Delivery dates are estimates only and shall not be treated as guaranteed delivery dates.

5.2 The Seller shall use reasonable endeavours to meet agreed delivery schedules but shall not be liable for delays.

5.3 Delivery shall occur when the Goods are:

  • delivered to the Buyer's premises;

  • collected by the Buyer; or

  • made available for collection.

5.4 Risk shall pass to the Buyer upon delivery.

5.5 The Buyer shall provide adequate access and facilities for unloading.

5.6 If the Buyer fails to accept delivery, the Seller may:

  • store the Goods at the Buyer's risk and expense;

  • invoice the Goods immediately; and

  • arrange redelivery at the Buyer's cost.

6. Call-Off Orders

6.1 Where Goods are ordered under a call-off arrangement, the Buyer shall take delivery in accordance with the agreed schedule.

6.2 The Seller may manufacture, process or procure Goods in advance of call-off requirements.

6.3 If the Buyer fails to call off Goods within the agreed period, the Seller may:

  • invoice all outstanding quantities;

  • charge storage costs;

  • deliver remaining quantities; or

  • cancel the balance of the order and recover losses incurred.

7. Inspection and Acceptance

7.1 The Buyer shall inspect all Goods immediately upon delivery.

7.2 Any claim relating to shortages, damage in transit, incorrect quantities or visible defects must be notified in writing within five (5) working days of delivery.

7.3 Any claim concerning latent defects must be notified promptly upon discovery and in any event within thirty (30) days of delivery.

7.4 The Seller shall be given a reasonable opportunity to inspect the Goods before any alteration, repair, disposal or return.

7.5 Goods shall be deemed accepted if:

  • no notice is given within the prescribed period;

  • the Goods are processed or incorporated into other products; or

  • the Goods are resold.

8. Quality and Specification

8.1 The Seller warrants that the Goods will substantially conform to the agreed specification.

8.2 Steel products are supplied subject to manufacturing tolerances, dimensional variations and industry standards applicable to the product concerned.

8.3 Product data, technical information, drawings and weights supplied by the Seller are provided for guidance only unless expressly stated to be contractual.

8.4 The Seller reserves the right to make minor changes to specifications that do not materially affect performance.

9. Returns

9.1 No Goods may be returned without the Seller's prior written authorisation.

9.2 Authorised returns must be returned in their original condition and packaging where practicable.

9.3 Goods manufactured or processed to the Buyer's specification shall not be returnable except where agreed by the Seller.

9.4 Returned Goods may be subject to handling, transport and restocking charges.

10. Retention of Title

10.1 Ownership of the Goods shall remain with the Seller until all monies owed by the Buyer to the Seller have been paid in full.

10.2 Until title passes, the Buyer shall:

  • store the Goods separately;

  • clearly identify them as the Seller's property; and

  • maintain adequate insurance cover.

10.3 The Seller may enter any premises where Goods are stored for the purpose of recovering unpaid Goods.

10.4 Recovery of Goods shall not prejudice any other rights available to the Seller.

11. Limitation of Liability

11.1 The Seller's total liability arising from any Contract shall not exceed the price paid for the Goods giving rise to the claim.

11.2 The Seller shall not be liable for:

  • loss of profit;

  • loss of contracts;

  • loss of business;

  • loss of production;

  • loss of anticipated savings;

  • loss of goodwill; or

  • indirect, special or consequential losses.

11.3 Nothing within these Terms shall exclude or limit liability for:

  • death or personal injury resulting from negligence;

  • fraud or fraudulent misrepresentation; or

  • any liability that cannot legally be excluded.

12. Insolvency

12.1 If the Buyer:

  • enters administration;

  • enters liquidation;

  • becomes bankrupt;

  • ceases trading; or

  • is unable to pay its debts when due,

the Seller may immediately suspend performance, terminate any Contract and demand payment of all outstanding sums.

13. Force Majeure

13.1 Neither party shall be liable for delay or failure caused by circumstances beyond its reasonable control.

13.2 Such circumstances include but are not limited to:

  • fire;

  • flood;

  • extreme weather;

  • industrial disputes;

  • shortages of materials;

  • transport disruption;

  • acts of government;

  • war;

  • terrorism;

  • epidemic or pandemic; and

  • utility failures.

13.3 Any affected party shall notify the other party as soon as reasonably practicable.

14. Export Sales

14.1 Where Goods are supplied outside the United Kingdom, the Buyer shall be responsible for obtaining all licences, permits and approvals required for importation and use.

14.2 The Buyer shall comply with all export control laws and sanctions applicable to the transaction.

14.3 Unless otherwise agreed, Incoterms® 2020 shall apply.

15. Compliance with Laws

15.1 The Buyer shall comply with all laws applicable to the purchase, handling, use and resale of the Goods.

15.2 Neither party shall engage in bribery, corruption or unlawful conduct in connection with the Contract.

16. Data Protection

16.1 Each party shall comply with applicable data protection legislation, including the UK GDPR and Data Protection Act 2018.

16.2 Personal information shall be used only for legitimate business purposes associated with the Contract.

17. Intellectual Property

17.1 All drawings, designs, calculations, quotations and technical documents supplied by the Seller remain the property of the Seller.

17.2 Such documents shall not be copied, disclosed or used for any purpose other than that for which they were supplied without written consent.

18. Entire Agreement

18.1 The Contract constitutes the entire agreement between the parties and supersedes all prior discussions, correspondence and understandings.

18.2 The Buyer acknowledges that it has not relied upon any representation not expressly contained within the Contract.

19. General Provisions

19.1 Failure by the Seller to enforce any provision shall not constitute a waiver of that provision.

19.2 If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

19.3 No variation of these Terms shall be effective unless agreed in writing by authorised representatives of both parties.

19.4 The Buyer may not assign any rights or obligations without the Seller's written consent.

19.5 Electronic signatures and electronically transmitted documents shall be deemed valid and enforceable.

20. Governing Law and Jurisdiction

20.1 These Terms and Conditions and any Contract shall be governed by the laws of England and Wales.

20.2 The courts of England and Wales shall have exclusive jurisdiction to hear and determine any dispute arising from or connected with the Contract.

MATRIX STEEL LTD
Registered in England & Wales
Registered Office: 82A James Carter Road, Mildenhall, IP28 7DE
Company Number: 17345637
Version: T&C-01
Effective Date: 03.08.2026