STANDARD TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS AND/OR CARBIDE RECYCLABLE MATERIALS

12th February 2024

1. Interpretation

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Carbide Recyclable Materials: the recyclable of Carbide Waste Materials (as defined in clause 13).
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 15.4
Contract: the contract between the Customer and the Supplier for the sale and purchase of the Goods or the purchase of Carbide Recyclable Materials, in accordance with these Conditions.
Customer: MMC Hardmetal UK Limited (registered in England and Wales with company number 00897899).
Customer Materials: has the meaning set out in clause 8 (Customer materials).
Delivery Date: the date for delivery of the Goods as specified in the Order
Delivery Location: the address for delivery of Goods as set out in the Order.
Goods: the goods (or any part of them) set out in the Order.
Mandatory Policies: the Customer’s business policies as amended from time to time and which can be located on the Customer’s website: http://www.mmc-carbide.com/
Order: the Customer's order for the Goods, as set out in the Customer's purchase order or where applicable, the Order for Recyclable Materials.
Self-Billing Agreement: the self-billing agreement to be entered into between the Customer and the Supplier, in the form supplied by the Customer, a copy of which is annexed at Annexure 1.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
Supplier: the person or firm from whom the Customer purchases the Goods or where applicable, the person or firm from whom the Customer purchases Carbide Recyclable Materials, in accordance with the terms set out in clause 13.

1.2 Interpretation:

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a party includes its personal representatives, successors and permitted assigns.
A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
A reference to writing or written excludes faxes and emails.

2. Basis of contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods and/or Carbide the Recyclable Materials in accordance with these Conditions.

2.3 The Order shall be deemed to be accepted on the earlier of:

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 The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.

2.5 All of these Conditions shall apply to the purchase of both Goods and/or Carbide Recyclable Materials except where application to one or the other is specified.

2.6 Where there is no prior Self-Billing Agreement in place between the parties, the Customer and the Supplier shall unless otherwise agreed, enter into a Self-Billing Agreement upon commencement of the Contract. All self-billing arrangements must comply with the relevant HMRC conditions as set out in HMRC’s VAT Notice 700/62, in particular, the Supplier must promptly notify the Customer of any changes in respect of its VAT registration number or status of registration.

3. The goods

3.1 The Supplier shall ensure that the Goods shall:

correspond with their description and any applicable Specification;
be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer expressly or by implication, and in this respect the Customer relies on the Supplier's skill and judgement;
where they are manufactured products, be free from defects in design, material and workmanship and remain so for such a period as advised by the Supplier; and
comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.

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.

3.3 The Customer may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract.

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

3.5 The Customer may conduct further inspections and tests after the Supplier has carried out its remedial actions.

4. Delivery of Goods

4.1 The Supplier shall ensure that:

the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
each delivery of the Goods is accompanied 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 outstanding balance of Goods remaining to be delivered; and
if the Supplier requires the Customer 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.

4.2 The Supplier shall deliver the Goods:

on the Delivery Date;
at the Delivery Location; and
during the Customer's normal business hours, or as instructed by the Customer.

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

5. Customer remedies - Goods

5.1 If the Goods are not delivered on the Delivery Date, or do not comply with the undertakings set out in clause 3.1, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, the Customer may exercise any one or more of the following rights and remedies:

to terminate the Contract;
to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier's own risk and expense;
to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods from a third party; and
to claim damages for any other costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier's failure to carry out its obligations under the Contract.

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

5.3 The Customer's rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.

6. Title and risk in Goods

Title and risk in the Goods shall pass to the Customer on completion of delivery.

7. Price and payment of Goods

7.1 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 came into existence.

7.2 The price of the Goods:

excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
includes the costs of packaging, insurance and carriage of the Goods.

7.3 No extra charges shall be effective unless agreed in writing with the Customer.

7.4 Unless clause 7.5 applies, the Supplier may invoice the Customer for price of the Goods plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, the Customer's order number, the Supplier's VAT registration number and any supporting documents that the Customer may reasonably require.

7.5 Where it is agreed between the Customer and the Supplier that a self-billing arrangement will operate in relation to the Contract, or where there is already a Self-Billing Agreement in place between the Customer and the Supplier prior to commencement of the Contract, then the Customer will prepare and issue the Supplier’s invoice at any time following delivery of the Goods, and shall submit the same, together with payment, to the Supplier. All invoices generated by either the Supplier and/or the Customer in accordance with clause 7.4 and/or 7.5 above shall include all information as required by Section 16.3 OF HMRC’s VAT Notice 700.

7.6 The Customer shall pay all correctly rendered invoices issued by the Supplier within 30 days of receipt of the invoice. In the case of any invoices which are issued subject to a Self-Billing Agreement, the Customer shall make payment of the self-billing invoice at the point in which the self-billing invoice is sent to the Supplier. Payment in either case shall be made to the bank account nominated in writing by the Supplier.

7.7 If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each date at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when the base rate is below 0%. Where a payment is disputed in good faith, interest is only payable after the dispute is resolved, on sums found or agreed to be due, from the due date until payment.

7.8 The Customer may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier.

7.9 The Customer may at any time, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this agreement. If the liabilities to be set off are expressed in different currencies, the Customer may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Customer of its rights under this clause shall not limit or affect any other rights or remedies available to it under this agreement or otherwise.

8. Customer materials

The Supplier acknowledges that all materials, equipment and tools, drawings, Specifications, and data supplied by the Customer to the Supplier (Customer Materials) in respect of the Contract for the purchase of Goods, and all rights in the Customer Materials are and shall remain the exclusive property of the Customer. The Supplier shall keep the Customer Materials in safe custody at its own risk, maintain them in good condition until returned to the Customer and not dispose or use the same other than in accordance with the Customer's written instructions or authorisation.

9. Indemnity

9.1 The Supplier shall keep the Customer indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Customer as a result of or in connection with:

any claim made against the Customer for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the manufacture, 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 subcontractors;
any claim made against the Customer 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 defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.

9.2 This clause 9 shall survive termination of the Contract.

10. Confidentiality

10.1 Each party undertakes that it shall not at any time and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.2.

10.2 Each party may disclose the other party's confidential information:

to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this 10; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3 Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

Compliance with relevant laws and policies

11.1 In performing its obligations under the Contract, the Supplier shall:

comply with all applicable laws, statutes, regulations and codes from time to time in force; and
comply with the Mandatory Policies.

11.2 The Customer may immediately terminate the Contract for any breach of clause 11.

12. Termination

12.1 The Customer may terminate the Contract in whole or in part at any time before delivery of Goods with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract. The Customer shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.

12.2 Without limiting its other rights or remedies, the Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if:

the Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
the Supplier takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
the Supplier takes any step or action in connection with the Supplier being made bankrupt, entering any composition or arrangement with its creditors, having a receiver appointed to any of its assets, or ceasing to carry on business or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
the Supplier's financial position deteriorates to such an extent that in the Customer's opinion the Supplier's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

12.3 The Customer may terminate the Contract for the purchase of Carbide Recyclable Materials at any time before collection, by giving the Supplier 3 days written notice.

12.4 On termination of the Contract, the Supplier shall immediately return all Customer Materials. If the Supplier fails to do so, then the Customer may enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

12.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

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

13. Carbide Recyclable Materials

13.1 Where in connection with the Contract, the Customer has agreed with the Supplier, to purchase (or to procure the purchase of) recyclable carbide waste materials (drills, milling cutters and indexable inserts (Carbide Waste Materials). Such purchase shall be in accordance with the terms set out in this clause 13.

13.2 The Customer shall supply the Supplier with:

a collection box to enable the Customer or its agents to collect the Carbide Waste Materials (Waste Collection Box); and
details of any gross capacity which must not be exceeded.

13.3 The Supplier acknowledges that the Waste Collection Box shall remain at all times, the exclusive property of the Customer. The Supplier shall keep the Waste Collection Box in safe custody at its own risk until returned to the Customer and shall not dispose or use the same other than in accordance with this clause 13 or the Customer's written instructions or authorisation.

13.4 The Supplier acknowledges that the Customer does not accept any hazardous waste materials and as such the Supplier warrants that the Waste Collection Box shall contain no hazardous waste materials whatsoever.

13.5 The Supplier shall:

comply with all legal requirements, including the provision of documentation, required for the handling of Carbide Waste Materials.
ensure that only recyclable Carbide Waste Materials are contained in the Waste Collection Box;
prior to collection, supply the Customer or its agents with any data or information which the Customer or its agents considers necessary as well as identify any risks in the handling of the Carbide Waste Materials, and complete any and all documentation required by law;
provide the Customer or its agents, access to the Supplier’s premises to enable the Customer or its agents, to collect the Waste Collection Box at the date and time agreed and shall inform the Customer or its agents, of any applicable health and safety rules and regulations and security requirements;
ensure all Carbide Waste Materials are packaged and sealed in the Waste Collection Box, ready for collection by the Customer at the date and time agreed; and
hold harmless and indemnify the Customer its directors, officers, employees and agents, in respect of any loss or damage, claims, costs, liabilities and expenses arising from any breach of the Supplier’s obligations under the Contract, this clause 13 or of any breach of any legal requirements or obligations by the Supplier.

13.6 The Customer and/or its agents shall inspect and analyse the contents of the Waste Collection Box following its collection. The Customer shall not be obliged to return to the Supplier any materials (including copper and/or steel), which is not Carbide Waste Materials. Such materials shall be disposed of at source by the Customer and/or its agents. For the avoidance of doubt, no payment will be made for any materials which is not Carbide Waste Materials.

13.7 Without prejudice to any other remedy that the Customer may have, the Customer shall be entitled to deduct from the price which the Customer has agreed to pay for the Carbide Waste Materials, all costs and expenses incurred by the Customer or their agents in the removal and destruction of hazardous materials found in any Waste Collection Box. The price of the Carbide Waste Materials accepted for recycling by the Customer, shall be such price per kilogram, as set out in the Order. For the avoidance of doubt, only recyclable Carbide Waste Materials shall be accepted and weighed for the purpose of calculating the price due to be paid. The weight of the Carbide Waste Materials shall be rounded to the nearest kilogram.

13.8 The Customer shall pay for any Carbide Waste Materials which has been accepted for recycling by the Customer, within 30 days of receipt of the Waste Collection Box. Payment shall be made at the Customer’s sole discretion, by way of either:

set off against any outstanding liability of the Supplier to the Customer; or
credited by way of a credit note against the Supplier’s self-billing account with the Customer, with such credit note to be either:
(i) set off against any outstanding liability from the Supplier to the Customer for any open invoices then issued, or
(ii) credited against any future payment obligations of the Supplier to the Customer.

13.9 All sums credited to the Supplier’s self-billing account in accordance with clause 13.8 (b) which have not been utilised in the Supplier’s self-billing account, shall be paid by way of cash transfer to the Supplier, following a period of 30 days.

14. Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 2 months, the party not affected may terminate the Contract by giving 30 days' written notice to the affected party.

15. General

15.1 Assignment and other dealings

The Customer may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
The Supplier may not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Customer.

15.2 Subcontracting. The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of the Customer. If the Customer consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.

15.3 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.4 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Customer.

15.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision of the Contract is deemed deleted under this clause 15.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

15.7 Notices

Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case);
Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt; and
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

15.8 Third party rights.

Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

15.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

15.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.