For steels
For stainless steels
For cast iron
For non-ferrous metal
For difficult to cut material
For hardened material
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:
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:
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:
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:
4.2 The Supplier shall deliver the Goods:
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:
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:
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:
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:
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:
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:
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:
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:
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:
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
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
15.8 Third party rights.
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.