Terms and Conditions
If you would like to discuss any of these Terms and Conditions please contact us and the customer service team will be happy to help.
1. CONTRACT TERMS
1.1 References to “Fresh Metal” means Fresh Metal Ltd; a company registered in
England and Wales with Company Number 11113452, whose registered office is at 13
Yorkersgate, Malton, North Yorkshire, United Kingdom, YO17 7AA
1.2 References to the “Buyer” means any person or entity who places an order with
Fresh Metal and whose order is accepted by Fresh Metal.
1.3 References to “Goods” means any product or service supplied by Fresh Metal in
accordance with these terms and conditions and shall be taken to include reference to
any of them or any part of them.
1.4 References to the “Contract” means the contract that is formed based upon Fresh
Metal’s acknowledgement of order and these terms and conditions.
1.5 The legal construction of these terms shall not be affected by their headings which
are for convenience or reference only.
2.1 Any quotation is given on the basis that no contract will come into existence until
Fresh Metal acknowledges an order to the Buyer.
2.2 A quotation by Fresh Metal does not constitute an offer and Fresh Metal reserves
the right to withdraw or revise the same at time prior to Fresh Metal’s acknowledgement
of an order.
2.3 Fresh Metal’s acknowledgement of order shall constitute acceptance of contract.
2.4 Any quotation is valid for the period stated on the quotation provided that Fresh
Metal has not previously withdrawn it.
3.1 Fresh Metal will endeavour to deliver the Goods within the time stated in the
acknowledgement of order and if no time is agreed within a reasonable time, but in no
circumstances will Fresh Metal be liable for loss or damage of any kind whatsoever
caused directly or indirectly by any delay in the delivery of the Goods.
3.2 Fresh Metal may make delivery of the Goods in instalments.
3.3 The Buyer shall be responsible for ensuring that an authorised competent person is
available at the delivery address (whether at the buyer’s address or ex works) for the
purpose of signing for receipt of the Goods. PLEASE CHECK ALL ITEMS AND
PACKAGING FOR ANY SIGNS OF DAMAGE BEFORE SIGNING FOR THEM. No
claim for damage will be considered unless the consignment / delivery note is signed as
damaged by the Buyer (of their agent) upon delivery and the Buyer advises Fresh Metal
in writing of the particulars of the damage to the Goods within 3 working days of the
date of delivery.
3.4 In the event of failure by the Buyer to give the appropriate notice and particulars as
specified in Clause 3.3, the Buyers’ claim will be deemed to have been waived.
3.5 Please contact Fresh Metal using the above details and the customer service team
will advise as to Fresh Metal’s courier’s terms and conditions.
3.6 Buyers wishing to collect their goods (take delivery ex-works) may do so, at a time
and date is arranged.
Risk in the Goods shall pass to the Buyer when the Goods are delivered to the Buyer or
5. TITLE OF GOODS
5.1 Notwithstanding delivery and the passage of risk in the Goods, title and property in
the Goods, including full legal and beneficial ownership, shall not pass to the Buyer until
Fresh Metal has received (in cash or cleared funds) payment in full for those Goods
5.2 Until title and property in the Goods has passed to the Buyer, Fresh Metal shall be
entitled at any time to repossess all or any of the Goods delivered and to enter any of
the Buyer’s premises where the Goods are located for the purpose of repossessing
5.3 Fresh Metal shall be entitled to bring proceedings for the amount owed to it by the
Buyer in respect of any Goods from time to time notwithstanding the fact that title in
such Goods has not passed to the Buyer or such Goods have been repossessed.
6.1 The price of the Goods is based on the costs of materials, transport, taxes and
duties at the date of Contract. Fresh Metal shall be entitled (acting reasonably) to
amend the price of the Goods prior to delivery to account for any variations in materials
or transport costs or the imposition of any new taxes or duties.
6.2 Unless specified to the contrary the price of the Goods shall be stated exclusive of
VAT but will be subject to VAT and any other taxes payable by the Buyer where
applicable which shall be payable in addition.
7.1 Time shall always be of the essence in regard to payment for the Goods. Payment
terms are cash immediately in advance of dispatch (or delivery if ex works) unless
otherwise stated as an element of the Contract or on the invoice issued by Fresh Metal.
7.2 Where payment of an instalment of the price for the Goods is required prior to
manufacture as a term of the Contract the Goods will not be produced until Fresh Metal
is paid the amount due.
7.3 Interest at an annual rate of 5% above Barclay’s Bank plc base rate from time to
time will accrue compounded daily on any overdue payment from the date of required
payment until payment is received in full by Fresh Metal.
7.4 Where the Buyer is in default of payment under the Contract or any other contract
with Fresh Metal, Fresh Metal may, without liability to the Buyer suspend manufacture
of delivery of the Goods or may cancel the Contract or any other contract between
Fresh Metal and the Buyer but without prejudice to any right or remedy which Fresh
Metal may have against the Buyer in respect of such default.
7.5 If Fresh Metal chooses to effect delivery of the Goods in instalments, Fresh Metal
will be entitled to payment for each instalment of Goods delivered in accordance with
the agreed payment terms for the whole order.
7.6 Fresh Metal shall at any time be entitled to appropriate any payment made by the
Buyer in respect of any of the Goods in settlement of such other outstanding invoices as
Fresh Metal may in its absolute discretion think fit notwithstanding any purported
appropriation to the contrary by the Buyer.
7.7 If Goods are will not to go into manufacture until the invoice has been paid, please
contact Fresh Metal to confirm any payments made have been received to avoid
unexpected delay in manufacture.
Fresh Metal will have (without prejudice to any other remedy available to it), a general
lien on all property of the Buyer in Fresh Metal’s possession for whatever purpose in
respect of all unpaid debts due from the Buyer and Fresh Metal shall be entitled upon
the expiry of not less than 14 days’ notice in writing to the Buyer to dispose of such
property and to apply the proceeds towards the satisfaction of such debts.
9.1 If the Buyer cancels, extends or delays or purports to cancel, extend or delay the
Contract, or part thereof, or fails to take delivery of any Goods at the time agreed (or if
no time is agreed within a reasonable time), then the Buyer will (without prejudice to any
other rights of Fresh Metal to claim damages) indemnify and keep indemnified Fresh
Metal against any resulting loss, damage or expense incurred by Fresh Metal in
connection with the supply or non-supply of the Goods; including the cost of any
materials purchased by Fresh Metal, tooling made or purchased (whether used or
intended to be used), any labour deployed, overheads incurred and a reasonable uplift
by percentage on all such costs in respect of anticipated profit.
9.2 If Fresh Metal is unable (whether temporarily or permanently) to procure any
materials, services or goods necessary to enable it to supply the Goods then it shall be
entitled to cancel the Contract in respect of the Goods affected upon notice to the
9.3 If Fresh Metal is prevented or hindered in the performance of the Contract by reason
of any cause beyond Fresh Metal’s reasonable control (force majeure), which for the
avoidance of doubt and without prejudice to the generality of the foregoing shall include
governmental action, war, riot, commotion, fire, flood, epidemic, labour disputes
including labour disputes involving the work force or any part thereof of Fresh Metal,
restraints or delays affecting shipping or carriers, currency restrictions and Act of God,
Fresh Metal may cancel or suspend the Contract by notice in writing to the Buyer
insofar as it relates to Goods not then supplied or work not then done, or extend the
time of performance by a period equivalent to that during which performance by Fresh
Metal has been frustrated by the circumstances claimed. In the case of any
cancellation, suspension or extension by Fresh Metal, this will not give rise to any
claims by the Buyer and the Buyer shall remain liable to pay for any Goods delivered
prior to the date of such affect and for any Goods delivered at the end of a suspension
If the Buyer fails to take delivery of the Goods on the date of delivery Fresh Metal may,
at its option, either store the Goods by itself or have them stored by third parties on
such terms as Fresh Metal may in its absolute discretion think fit. In any event, the cost
of storage will be borne by the Buyer and insofar as the storage is done by Fresh Metal
then such cost will be Fresh Metal’s reasonable storage charges (having regard to
commercially available rates). The cost together with any additional insurance, delivery
or handling charges will be added to the price for the Goods.
11. RIGHT OF RE-SALE
If the Buyer is in default under the Contract for any reason, Fresh Metal reserves the
right to re-sell the Goods or any of them to a third-party without giving notice to the
Buyer of Fresh Metal and intention to re-sell.
The Buyer will have no right of set-off, statutory or otherwise.
13.1 The Contract will terminate immediately upon the happening of any one or more of
13.1.1The Buyer has committed a material breach of this Agreement and, if such
breach is capable of remedy, has failed to remedy the breach within 14 working
days after receiving notice from Fresh Metal specifying the breach and requiring
the breach to be remedied; for purposes hereof, a breach shall be considered
capable of remedy if the Buyer can comply with the provision in question in all
respects other than time of performance and time of performance is not of the
13.1.2 The Buyer ceases, or threatens to cease, to carry on the whole or a
substantial part of its business;
13.1.3 The Buyer becomes unable to pay its debts as and when they fall due,
makes an arrangement or composition with its creditors or goes into liquidation;
13.1.4 The Buyer is the subject of the commencement of any bankruptcy
proceedings, the passing of a resolution for its winding up, the giving of a notice
of appointment or intention to appoint an administrator or liquidator (which is not
dismissed, withdrawn or set aside within 14 days of presentation); or
13.1.5 The Buyer has an administrator, an administrative receiver or trustee
appointed over all or any of its assets.
13.1.6 The Buyer has set against it, or voluntarily enters into, any proceedings
analogous to those set out in clauses 13.1.2 to 13.1.5 above.
13.2 The termination of the Contract howsoever arising will be without prejudice to the
rights of Fresh metal accrued prior to termination.
14. WARRANTY and LIABILITY
14.1 Fresh Metal warrants to the Buyer that the Goods will be manufactured in
accordance with the Buyer’s specification or otherwise correspond to any description
given Fresh Metal set out in the Contract. Except where the Purchaser is a consumer
(as defined in the Unfair Contract Terms Act 1977 Section 12), all other warranties,
conditions or terms relating to fitness for purpose, quality or condition of the Goods and
whether implied by statute or common law or otherwise are excluded to the fullest
extent permitted by law.
14.2 IN THE EVENT THAT FRESH METAL IS IN BREACH OF THE WARRANTY
GIVEN IN 14.1, THE BUYER’S SOLE REMEDY AND FRESH METAL’S ENTIRE
LIABILITY IN RESPECT OF SUCH BREACH SHALL BE, REPAIR OR REPLACEMENT
OF THE GOODS; THE CHOICE AS TO WHICH BEING ENTIRELY AT THE
DISCRETION OF FRESH METAL.
14.3 IN ADDITION TO ANY LIMITATION OF LIABILITY APPEARING IN ANY OTHER
PROVISION OF THE CONTRACT, FRESH METAL SHALL NOT BE LIABLE TO THE
BUYER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE, EVEN IF
FRESH METAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR
14.3.1 INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND;
14.3.2 LOSS OF BUSINESS, PROFITS, REVENUE, CONTRACTS OR
14.3.3 THE MAXIMUM AGGREGATE LIABILITY OF FRESH METAL FOR ANY
LIABILITY ARISING UNDER OR IN CONNECTION WITH THE CONTRACT,
HOWSOEVER ARISING (INCLUDING BY WAY OF NEGLIGENCE OR ANY
OTHER THEORY OF LAW), SHALL BE LIMITED TO THE CONTRACT PRICE
OF THE GOODS.
14.3.4 NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE THE
LIABILITY OF A PARTY TO 14.3.5 THE OTHER PARTY IN RESPECT OF:
220.127.116.11 DEATH OR INJURY TO PERSONS CAUSED BY NEGLIGENCE;
18.104.22.168 ANY OTHER LIABILITY WHICH CANNOT BY LAW BE LIMITED
OR EXCLUDED; AND
22.214.171.124 THE BUYER’S OBLIGATION TO PAY FOR THE GOODS,
14.4 THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN
FRESH METAL AND BUYER ON THE BASIS OF A METAL WORKING
MANUFACTURER THAT PROFITS FROM VALUE ADDED METALWORK, AND THE
BUYER AGREES AND ACKNOWLEDGES THAT FRESH METALS PRICING
REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITY
SPECIFIED IN THE CONTRACT.
14.1 Fresh Metal will be entitled to assign, sub-contract or sub-let the Contract or any
14.2 Failure by Fresh Metal to enforce any terms of the Contract shall not be construed
as a waiver of any of its rights.
14.3 Each of the provisions of the Contract shall be treated as separate and distinct and
any provision considered unenforceable by a Court shall be considered removed
without affecting the validity of the remainder of the Contract.
15. DATA / GDPR COMPLIANCE
15 Fresh Metal is committed to data privacy and protection of our customers data.
Buyer’s data will be processed in compliance with the principles set out in the GDPR
regulations. If the Buyer feels that the data held is inaccurate, needs to be updated or
should be processed in a different manner then Buyer should contact Fresh Metal as
soon as possible in writing and Fresh Metal shall endeavour to make the appropriate
changes to the data or data usage. Fresh metal collects and retains information about
the Buyer in order to process orders, manage accounts, check credit if provided and, if
agreed, to contact the Buyer about other products and services. Fresh Metal will never
share information with third parties for their marketing purposes.
16. ENGLISH LAW
The formation, interpretation and operation of the contract will be subject to English Law
and the Buyer submits to the exclusive jurisdiction of the English Courts.