Trojan Special Fasteners Ltd | Specialist Nuts Fasteners | Nuts Bolts Washers | Precision Polygon Turning | Fastener Manufacturer

1. APPLICATION
1.1 These Terms and Conditions (Terms) apply to all quotations, order acknowledgements, invoices and supplies of goods (Goods) by Trojan Special Fasteners Ltd (Seller) to any business customer (Buyer).
1.2 These Terms prevail over any terms or conditions of the Buyer. Any terms provided by the Buyer are rejected and have no effect. No variation of these Terms is binding unless expressly agreed in writing and signed by an authorised signatory of the Seller.

2. INTERPRETATION
2.1 In these Terms:
(a) Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
(b) Business Hours means 09:00 to 17:00 on a Business Day at the recipient’s location.
(c) Contract means the contract between the Seller and the Buyer for the sale and purchase of Goods in accordance with these Terms.
(d) Delivery Location means the location for delivery set out in the Seller’s invoice or otherwise agreed in writing.
(e) Incoterms means Incoterms® 2020 published by the International Chamber of Commerce.
(f) Insolvency Event means where a party becomes insolvent, is unable to pay its debts as they fall due, enters into liquidation, has an administrator, administrative receiver or receiver appointed, proposes a voluntary arrangement, or any analogous event in any jurisdiction.
(g) Order means the Buyer’s order for Goods (including by purchase order, email or other written request).
(h) Price means the price payable for the Goods as stated in the invoice or otherwise agreed in writing, excluding VAT and delivery unless stated otherwise.
(i) VAT means value added tax chargeable under the Value Added Tax Act 1994 and any replacement or similar tax.
(j) Writing includes email but not fax.
2.2 Headings are for convenience only and do not affect interpretation. A reference to legislation includes all subordinate legislation and amendments.

3. GOODS DESCRIPTION AND SPECIFICATION
3.1 Any descriptions, samples, drawings, illustrations, specifications or advertising issued by the Seller are for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract nor have any contractual force unless expressly stated in Writing.
3.2 The Seller may make changes to the Goods required to comply with applicable law or safety requirements, or which do not materially affect their nature or quality.

4. PRICING AND PRICE ADJUSTMENTS
4.1 The Price excludes VAT and delivery unless stated otherwise. VAT is payable at the prevailing rate and will be added to the invoice.
4.2 The Seller may withdraw or revise quotations at any time before acceptance. After the Contract is formed, no Price adjustment shall apply unless expressly agreed in Writing.
4.3 For call off or scheduled deliveries exceeding 60 days from Contract formation, the Seller may adjust the Price on not less than 10 Business Days’ notice to reflect documented increases in its costs beyond its reasonable control (including raw materials, energy, freight and duties). If the Buyer objects in Writing within 5 Business Days, the Seller may cancel the undelivered balance without liability.
4.4 If the Seller discovers an obvious pricing error, it may cancel the Contract in respect of the affected Goods without liability and refund any sums paid for them.

5. BASIS OF SALE AND FORMATION
5.1 The Buyer’s Order constitutes an offer to purchase Goods in accordance with these Terms. The Contract is formed when the Seller issues a written order acknowledgement or invoice, or dispatches the Goods, whichever occurs first.
5.2 These Terms apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
5.3 Any statements or representations made by the Seller’s personnel shall not bind the Seller unless confirmed in Writing by an authorised signatory.

6. PAYMENT TERMS
6.1 The Buyer shall pay the Price in full by the due date stated on the invoice; if no due date is stated, payment is due within 30 days of the invoice date. Time for payment is of the essence.
6.2 Payment shall be made in pounds sterling (GBP), in cleared funds, to the bank account nominated by the Seller.
6.3 Without prejudice to any other rights, the Seller may charge interest on any overdue sum from the due date until payment in full (before and after judgment) at the statutory rate and with fixed sum compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.
6.4 The Seller may at any time set or vary a credit limit and may suspend deliveries, withhold performance, or require payment in advance or security if the Buyer exceeds the credit limit or if the Seller reasonably believes the Buyer may be unable to pay.
6.5 All amounts due under the Contract shall be paid in full without any set off, counterclaim, deduction or withholding, other than any deduction or withholding required by law.
6.6 If any deduction or withholding is required by law, the Buyer shall increase the amount paid so that the Seller receives the sum it would have received had no deduction or withholding been made.
6.7 The Buyer shall pay all bank charges and fees so the Seller receives the full invoiced amount.

7. DELIVERY
7.1 Unless stated otherwise on the invoice, delivery is Ex Works (EXW) Seller’s premises (Incoterms® 2020). Where the Buyer requests delivery by carrier, the carrier acts as the Buyer’s agent.
7.2 Delivery dates are estimates only. Time for delivery shall not be of the essence. The Seller shall not be liable for any delay in delivery that is caused by a Force Majeure Event or the Buyer’s failure to provide adequate delivery instructions or any other instructions relevant to the supply of the Goods.
7.3 The Seller may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment constitutes a separate contract.
7.4 If the Buyer fails to take delivery at the Delivery Location on the date notified, the Seller may store the Goods at the Buyer’s risk and expense and charge the Buyer for all related costs and expenses (including storage and insurance) and, after 10 Business Days, resell or otherwise dispose of part or all of the Goods.

8. INSPECTION AND ACCEPTANCE
8.1 The Buyer shall inspect the Goods on delivery. The Buyer must notify the Seller in Writing of any damage, shortage or non conformance within 7 days of delivery and shall provide reasonable evidence. 8.2 If the Buyer fails to give notice in accordance with Clause 8.1, the Goods shall be deemed accepted and conforming. This does not affect the warranty in Clause 11.
8.3 For any non conforming Goods notified in time, the Seller’s sole obligation and the Buyer’s exclusive remedy shall be, at the Seller’s option, repair, replacement, or refund of the Price for the affected Goods. The Buyer shall return the Goods at the Seller’s request and expense where a claim is accepted.

9. RETURNS
9.1 No returns will be accepted without the Seller’s prior agreement in Writing and a returns authorisation.
9.2 Defective Goods: Subject to Clauses 8 and 11, where Goods are defective and the defect was not apparent on reasonable inspection at delivery, the Seller shall, at its option, repair, replace or refund the Price of the affected Goods within 30 days of receiving the return.
9.3 Non defective Goods: Returns of non defective Goods are not accepted.
9.4 Made to order or customised Goods are non returnable except to the extent they are defective under Clause 9.2.
9.5 Return conditions: All authorised returns must be unused, in original undamaged packaging, and unmodified (including no marking, plating, lubricating, drilling, chamfering, countersinking, stamping, reducing, welding or similar). The Buyer bears all risk and cost of return and shall indemnify the Seller for costs to rectify any deterioration arising from the Buyer’s incorrect handling or storage. If a defect claim is accepted, the Seller will bear reasonable return carriage.

10. RISK AND TITLE
10.1 Risk of damage to or loss of the Goods shall pass to the Buyer either when the Goods are delivered to the Buyer or when the Seller notifies the Buyer that the Goods are ready for collection.
10.2 If the Buyer wrongfully fails to take delivery of the Goods, risk shall pass to the Buyer at the time when the Seller has tendered delivery of the Goods. Legal and beneficial title in the Goods shall not pass to the Buyer until the Seller has received, in cash or cleared funds, payment in full of all sums due or owing to the Seller from the Buyer on any account whatsoever (all monies), not merely the Price for the Goods.
10.3 The Seller reserves the right to repossess any Goods in which the Seller retains legal and beneficial title if any sum due to the Seller is not paid when due or if the Buyer is otherwise in breach of these Terms and Conditions. The Buyer shall deliver up such Goods on demand and the Seller may, without notice, enter any premises where the Goods are or may be stored in order to inspect them or recover them. The Buyer shall ensure the Seller has such rights of access to any premises not in the Buyer’s ownership where the Goods are stored. The Seller shall not be liable for any damage reasonably caused in the course of such recovery.
10.4 The Buyer’s right to possession of the Goods in which the Seller retains legal and beneficial title shall terminate if:
(a) the Buyer commits a material breach of its obligations under these Terms and Conditions; or
(b) the Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors; or
(c) the Buyer enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
(d) the Buyer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Buyer, notice of intention to appoint an administrator is given by the Buyer or any of its directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
(e) any sum due to the Seller from the Buyer is overdue.
10.5 Until title to the Goods passes to the Buyer under Clause 10.2, the Buyer shall:
(a) hold the Goods on a fiduciary basis as the Seller’s bailee;
(b) store the Goods separately from all other goods held by the Buyer, keep them readily identifiable as the Seller’s property, and not remove, deface or obscure any identifying marks or packaging on or relating to the Goods;
(c) keep the Goods in satisfactory condition, and insured for their full new replacement value against all usual risks, noting the Seller’s interest on the policy and (on request) providing evidence of such insurance to the Seller;
(d) not pledge, charge, assign by way of security, or otherwise encumber the Goods; and
(e) on demand, deliver up the Goods to the Seller.
10.6 Nothing in this Clause 10 shall entitle the Buyer to refuse or delay payment of any amount due. The Seller’s rights under this Clause 10 are in addition to, and shall not prejudice, any other rights or remedies available to the Seller.
10.7 Subject to Clauses 10.4 and 10.5, and until revoked by the Seller on written notice, the Buyer may resell the Goods in the ordinary course of its business as principal (and not as the Seller’s agent). This permission shall automatically cease on the occurrence of any event listed in Clause 10.4 or if any sum due to the Seller is overdue.

11. WARRANTIES and LIABILITY
11.1 The Seller warrants that on delivery the Goods shall materially conform to the Seller’s specification and be free from material defects in material and workmanship under normal use for 6 months from delivery (Warranty Period). The Seller shall, at its option, repair, replace, or refund the Price for Goods that do not comply with this warranty and are notified within the Warranty Period.
11.2 The warranty in Clause 11.1 does not apply to defects arising from fair wear and tear, misuse, improper installation or storage, failure to follow the Seller’s instructions, alteration or repair without the Seller’s approval, or any specification supplied by the Buyer.
11.3 Nothing in the Contract limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded.
11.4 Subject to Clause 11.3, the Seller’s total aggregate liability to the Buyer arising out of or in connection with the Contract (whether in contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited to the Price paid for the Goods giving rise to the claim.
11.5 Subject to Clause 11.3, the Seller shall not be liable for any loss of profit, revenue, business, contracts, goodwill, or any indirect or consequential loss or damage.
11.6 Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

12. COMMUNICATIONS (NOTICES)
12.1 Any notice or other communication given under or in connection with the Contract shall be in Writing and delivered by hand, sent by pre paid first class post or other next working day delivery service, or by email to the address or email used in the Order process or otherwise notified in Writing.
12.2 A notice is deemed received: (a) if delivered by hand, at the time of delivery; (b) if sent by pre paid first class post or next working day delivery, at 09:00 on the second Business Day after posting; and (c) if sent by email, at the time of transmission if sent during Business Hours at the recipient’s location, otherwise at 09:00 on the next Business Day, provided no bounce back or error message is received.
12.3 This Clause does not apply to the service of proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

13. FORCE MAJEURE
13.1 The Seller shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control, including but not limited to acts of God, flood, drought, earthquake, epidemic or pandemic, war, terrorism, civil commotion, strikes or other industrial disputes, supplier failure, utility failure, transport network failure, or compliance with any law or governmental order (Force Majeure Event).
13.2 The time for performance shall be extended accordingly. If the period of delay or non performance continues for 60 days, either party may terminate the Contract by giving 10 Business Days’ notice.

14. NO WAIVER
14.1 No failure or delay by the Seller to exercise any right or remedy shall operate as a waiver of that or any other right or remedy. No single or partial exercise shall prevent any further exercise of that or any other right or remedy.

15. SEVERANCE
15.1 If any provision or part provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part provision shall be deemed deleted. Any modification or deletion shall not affect the validity and enforceability of the remainder of the Contract.

16. ASSIGNMENT
16.1 The Seller may at any time assign, transfer, charge, sub contract or deal in any other manner with any or all of its rights or obligations under the Contract.
16.2 The Buyer shall not assign, transfer, charge, sub contract or deal in any other manner with any of its rights or obligations without the Seller’s prior Written consent.
17. THIRD-PARTY RIGHTS
17.1 A person who is not a party to the Contract shall have no rights to enforce any term of the Contract under the Contracts (Rights of Third Parties) Act 1999.

18. ENTIRE AGREEMENT AND ORDER OF PRECEDENCE
18.1 These Terms and the invoice (and any written specification or special terms expressly agreed by the Seller) constitute the entire agreement between the parties and supersede all prior statements, negotiations or representations.
18.2 Each party acknowledges that it has not relied on any statement, promise or representation not set out in the Contract. Nothing in this Clause limits or excludes liability for fraud.
18.3 In the event of conflict, any special terms on the Seller’s invoice or written agreement signed by an authorised signatory shall take precedence over these Terms, which in turn prevail over any terms of the Buyer.

19. LAW AND JURISDICTION
19.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
19.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

20. ACCEPTANCE OF TERMS
20.1 By placing an Order, accepting an order acknowledgement, taking delivery of the Goods, or paying any invoice, the Buyer confirms its acceptance of these Terms. These Terms shall apply to all future supplies of Goods by the Seller to the Buyer unless and until replaced by updated terms notified by the Seller in Writing.

Updated 02/08/2025