Terms Of Sale
Name of Company
SC Metals Ltd
Registered Office
71 - 75 Shelton Street, London, WC2H 9JQ
Business Registration Number
17217428
Terms of Sale
Effective 13th May 2026
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1. Definitions
In these Conditions:
- Seller means SC Metals Ltd - Company number 17217428
- Purchaser means any person, firm or company buying Goods or Services from the Seller in the course of business.
- Goods means the materials or items supplied under the Contract.
- Services means all work or services provided by the Seller.
- Contract means any contract for the sale of Goods and/or Services between the Seller and the Purchaser incorporating these Conditions.
- Export Sales means Contracts involving delivery outside the United Kingdom.
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2. Business customers only (Consumer exclusion)
These Conditions apply only to business-to-business transactions.
The Seller does not contract with consumers as defined under the Consumer Rights Act 2015, and these Conditions do not apply to consumer sales.
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3. Scope and precedence
3.1 These Conditions govern all Contracts and override any terms proposed by the Purchaser, whether in a purchase order or otherwise, unless expressly agreed in writing by the Seller.
3.2 Any inconsistent terms in catalogues, quotations or other Seller literature are excluded.
3.3 Export Sales incorporate the latest edition of Incoterms in force at the date of Contract, except where inconsistent with these Conditions.
3.4 The Seller is not obliged to provide notice under section 32(3) of the Sale of Goods Act 1979.
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4. Quotations and estimates
Any quotation, tender or estimate issued by the Seller is not an offer and may be withdrawn or amended at any time prior to acceptance of the Purchaser’s order.
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5. Contract formation
5.1 A Contract is formed only when the Seller issues a written order acknowledgement to the Purchaser.
5.2 Such acknowledgement is valid only if issued on the Seller’s official acknowledgement form or by email.
5.3 By placing an order, the Purchaser accepts these Conditions to the exclusion of all other terms.
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6. Prices
6.1 Prices are those applicable at the time of dispatch and may be adjusted to the extent reasonably attributable to increases in costs occurring after Contract formation, including materials, labour, transport, taxes, duties, exchange rates or regulatory charges.
6.2 Prices exclude VAT unless stated otherwise.
6.3 Special packaging, testing, certification, insurance, metallurgical or similar costs requested by the Purchaser shall be charged additionally.
6.4 Unless otherwise agreed in writing, delivery and carriage costs are payable by the Purchaser.
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7. Payment terms
7.1 Payment must be made in cleared funds by the due date shown on the invoice. Time for payment is of the essence.
7.2 The Seller may invoice on or after dispatch, or when Goods are ready for delivery if delivery is delayed at the Purchaser’s request or due to its default.
7.3 No deduction, set-off or withholding is permitted without the Seller’s prior written agreement.
7.4 If payment is late, the Seller may, without prejudice to other rights:
- Suspend deliveries;
- Charge interest at 2% per month (or statutory interest if lower); and/or
- Require immediate payment of all outstanding sums.
7.5 If the Seller reasonably believes the Purchaser may be unable to meet its obligations, the Seller may require advance payment or security. Failure to provide this entitles the Seller to suspend or cancel the Contract without liability.
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8. Delivery and risk
8.1 Delivery dates are estimates only. Failure to meet them does not entitle the Purchaser to cancel or claim damages.
8.2 Risk passes:
- On delivery if delivered by the Seller or its carrier;
- On handover to a carrier nominated by the Purchaser; or
- Two days after notice that Goods are ready for collection.
8.3 Where delivery is refused or delayed by the Purchaser, the Seller may store or dispose of the Goods at the Purchaser’s risk and expense.
8.4 Goods may be delivered in instalments, each forming a separate contract.
8.5 Incoterms (2020 or later edition) apply to Export Sales.
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9. Title (Retention of title)
9.1 Title to the Goods remains with the Seller until all sums owed under this and any other contract are paid in full.
9.2 Until title passes, the Purchaser shall:
- Store Goods separately and clearly marked as Seller property;
- Hold them as bailee; and
- Not remove or alter identifying marks.
9.3 The Seller may enter the Purchaser’s premises to inspect or recover Goods where title has not passed.
9.4 If the Purchaser resells the Goods in the ordinary course of business, it shall account to the Seller for the proceeds received up to the amount outstanding.
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10. Export sales
Unless otherwise agreed in writing:
- 30% deposit is payable on order;
- Balance is payable prior to shipment against documents; or
- An irrevocable letter of credit acceptable to the Seller may be required.
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11. Inspection, tolerances and variations
11.1 The Seller may under- or over-deliver by up to ±10%, with payment adjusted accordingly.
11.2 Weights and dimensions are approximate and based on theoretical weight.
11.3 Inspection or testing requested by the Purchaser shall be at its cost.
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12. Technical information and disclosure
12.1 Any advice or information provided by the Seller is given in good faith but does not form part of the Contract.
12.2 The Purchaser is responsible for ensuring suitability of Goods for its purposes.
12.3 All confidential or proprietary information remains the Seller’s property.
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13. Intellectual property and third-party rights
13.1 The Purchaser indemnifies the Seller against claims arising from compliance with Purchaser specifications infringing third-party rights.
13.2 The Seller transfers only such title in Goods or Services as it possesses.
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14. Insurance
Insurance is provided only where expressly agreed in writing, with premiums payable by the Purchaser.
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15. Liability (UCTA-optimised)
15.1 The Purchaser must inspect Goods promptly on delivery.
15.2 The Seller shall not be liable for:
- Shortages unless notified within 5 working days of receipt.
- Transit damage unless notified within 5 working days.
- Latent defects unless notified within 3 months of delivery.
- Defects caused by misuse, alteration or third-party acts.
15.3 Where liability is accepted, the Seller’s sole obligation shall be, at its option, to repair, replace, supply missing Goods or refund the price paid.
15.4 The Seller’s total liability for any claim shall not exceed the net invoiced value of the affected Goods.
15.5 Nothing excludes liability for death or personal injury caused by negligence.
15.6 The Seller shall not be liable for loss of profit, business, contracts or indirect or consequential loss.
15.7 The Purchaser acknowledges that these limitations are reasonable under UCTA 1977, taking into account pricing, insurance availability and commercial practice.
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16. Licences and consents
The Purchaser is responsible for obtaining all necessary licences or approvals.
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17. Force majeure
The Seller shall not be liable for failure or delay caused by events beyond its reasonable control and may allocate available stock fairly.
17.1 All prices are based on the freight, insurance, and security conditions prevailing. Any additional costs arising from war risks, hostilities, piracy, sanctions, route deviations, increases in insurance premiums, carrier surcharges, port congestion, or security measures affecting the shipment shall be borne by the Buyer and may be invoiced separately
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18. Insolvency
If the Purchaser becomes insolvent, the Seller may terminate the Contract immediately without prejudice to accrued rights.
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19. Consumer Protection Act 1987
Where Goods are incorporated into other products, the Purchaser:
- Assumes responsibility for compliance and warnings;
- Indemnifies the Seller against claims arising from Purchaser instructions or modifications.
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20. Waiver
Failure to enforce a right does not waive it.
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21. Notices
Notices must be in writing and delivered by hand, post or email to the recipient’s registered or principal business address.
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22. Severability
If any provision is invalid or unenforceable, it shall be modified or severed to the minimum extent necessary without affecting the remainder.
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23. Governing law and jurisdiction
The Contract is governed by English law.
The English courts have exclusive jurisdiction.
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24. Privacy
Payment card details are not retained.