Terms and Conditions


In these conditions (the “General Conditions”) the following words and expressions shall have the following meanings:


means any Agreement whether in writing between the Customer and Metaenterprices ltd for the purchase of Zinc into which these General Conditions are incorporated

“Bill of Lading”

means any bill of lading created or to be created in connection with the transportation or delivery of the Zinc

“Collection Site”

means the site or sites from which the Zinc is to be collected further particulars of which are set out in the Agreement

“Commencement Date”

means the date that the Agreement is signed by the Customer or, if the Agreement was concluded without signature, the date on which such conclusion took place


means each item of waste disposal equipment provided by Metaenterprices ltd to the Customer, including containers


means the price of Zinc as stated in the Agreement

“Relevant Legislation”

means all legislation, regulations, rules and/or other requirements in relation to (directly or indirectly) the Zinc, including (but not limited to) the provision, transportation and/or recovery of the Zinc, including in particular but without limitation the Environmental Protection Act 1990 and the Waste (England and Wales) Regulations 2011 and the Shipments of Waste Regulation.


means any Zinc of the type or description specified in the Agreement or otherwise as may be agreed by Metaenterprices ltd and the Customer during the Term

“Shipments of Waste Regulation”

means Regulation (EC) No 1013/2006 of the European Parliament and of the Council of 14 June 2006 on shipments of waste


means the person, firm or company who purchases/supplies Zinc to Metaenterprices LTD as described in the Agreement


means each and every vehicle owned or operated by Metaenterprices ltd, its agents or subcontractors which visits any collection site to remove Zinc

“Working Day”

means a day (excluding Saturday and days where local holidays do not coincide with public/bank holidays) on which banks in London are open for general business

1     General


These conditions apply to all Agreements for the purchase & sale of Zinc by Metaenterprices ltd and supersede any previous terms and conditions. No additions or modifications to or terms inconsistent with these General Conditions shall be binding upon Metaenterprices ltd unless specifically agreed by a director of Metaenterprices ltd in writing.


The rights and obligations of the Customer under this the Agreement shall be personal and shall not be assignable without the express consent of Metaenterprices ltd.


A person who is not a party to the Agreement shall not have any rights under or in connection with it.


If there is any conflict or ambiguity between these General Conditions and the terms and conditions of the Agreement, the terms and conditions set out in the Agreement shall prevail.


References in Clause 11 to recovery shall have the meaning prescribed by Article 2.

2     Duration


The Agreement shall commence on the commencement date and shall continue unless and until the obligations of the parties are discharged in full or it is terminated in accordance with these General Conditions



Unless otherwise stated in the Agreement or these General Conditions, all payments for the Zinc shall be due once agreed by both parties.


Notwithstanding the provisions of Clause 3.2, if the Customer has agreed in writing with Metaenterprices ltd to deliver the Zinc directly to or, has allowed the Scrap Metal to be collected directly by a third party who has agreed to purchase the Zinc from Metaenterprices ltd (“Metaenterprices ltd Customer”) then:


the parties agree that the payments for the Zinc will be due in the agreed date confirmed by both parties.


the Customer acknowledges that there is a risk under this Clause 3.3 that the Customer will not recover the Price from Metaenterprices ltd and that:


the Price reflects such risk; and


it has obtained or will obtain in good time insurance against such risk.


If, in the circumstances set out at Clause 3.3, Metaenterprices ltd does not recover payment for the Zinc from the Metaenterprices ltd Customer but does recover possession of the Zinc, it will make the Zinc available for collection by the Customer from such location as is nominated by Metaenterprices ltd.


Metaenterprices ltd shall be entitled to offset any amount owed by Metaenterprices ltd to the Customer under the Agreement or any other agreement (and whether in relation to the purchase by Metaenterprices ltd of Zinc or otherwise) against any other amount owed by the Customer to Metaenterprices ltd under the Agreement or any other agreement.


Metaenterprices ltd may amend the Price to take account of any increase in Metaenterprices ltd’s costs including (but not limited to) variations in wages, disposal costs, administration costs, cost of materials, fuel costs, taxes, duties, the cost of compliance with Relevant Legislation and market fluctuations in price of metal.


Metaenterprices ltd may, at its sole discretion, pay or agree to pay to the Customer all or part of the Price to the Customer before the Zinc is collected by or delivered to Metaenterprices ltd (an “Advance Payment”).


In any circumstances where Metaenterprices ltd has made an Advance Payment following the receipt by Metaenterprices ltd of the relevant Zinc, Metaenterprices ltd shall calculate the final Price for such Zinc and:


if the Advance Payment is less than the final Price, Metaenterprices ltd shall pay to the Customer the balance of the Price after deduction of the Advance Payment; or


if the final Price is less than the Advance Payment, the Customer shall pay to Metaenterprices ltd immediately upon demand a sum equal to the amount by which the final Price falls short of the Advance Payment.


Upon the payment by Metaenterprices ltd of any Advance Payment, the Customer irrevocably undertakes and agrees to supply or make available for collection to Metaenterprices ltd Zinc of the type specified in the Agreement with an aggregate value of not less than the Advance Payment and if the Customer fails to do so within a reasonable period following the Advance Payment (as determined by Metaenterprices ltd), the Customer shall immediately upon receipt of a demand by Metaenterprices ltd, pay to Metaenterprices ltd an amount equal to the shortfall between the Advance Payment and the value of the Zinc actually received by Metaenterprices ltd.


Any Advanced Payment made by Metaenterprices ltd shall be held on trust by the Customer for Metaenterprices ltd until such time as Metaenterprices ltd collects or takes delivery of the Zinc in relation to which such Advanced Payment was made.


If Metaenterprices ltd makes an Advance Payment in relation to any Zinc which is in the ownership or under the control of the Customer at the time the Advance Payment is made to the Customer, title to the Zinc shall pass to Metaenterprices ltd at the time the Advance Payment is made and:


the Customer shall hold such Zinc on a fiduciary basis as Metaenterprices ltd’s bailee;


the Customer shall identify the Zinc as belonging to Metaenterprices ltd and, where reasonably practicable, shall store the Zinc separately from other materials;


the Customer grants Metaenterprices ltd, its agents and its employees an irrevocable license at any time to enter the premises where the Zinc is stored in order to inspect or to take possession of the Zinc and the Customer shall bear any costs Metaenterprices ltd incurs in inspecting or taking possession of the Zinc; and


on termination of the Agreement, howsoever caused, Metaenterprices ltd’s rights under this Clause


shall remain in effect.


in the event that Metaenterprices ltd makes any amendment to the Price the result of which is the total Price being a sum lower than any part of the Price paid to the Customer prior to such adjustment being made the difference between the amount of the existed Price and the amount previously paid shall be a debt immediately due from the Customer to Metaenterprices ltd



The Zinc shall either be collected from the Collection Site or delivered to the Customer, as agreed between the parties.


If it is agreed between the parties that Metaenterprices ltd will collect the Zinc from the Collection site then:


the Customer shall provide safe and appropriate access to the Collection Site and suitable facilities for turning any Vehicle around;


the driver of the Vehicle may in his absolute discretion refuse to collect any unsuitable Zinc if he believes that access to the Collection Site or turning facilities are unsafe or likely to cause damage to the Vehicle or if he believes that any Equipment has been overloaded;


subject to Clause 7.2, the Customer shall be responsible for the safety of any person (including the employees and agents of Metaenterprices ltd) whilst on or about the Collection Site; and


if, as a result of an act or omission of the Customer, Metaenterprices ltd is prevented from collecting Zinc within 20 minutes of arrival at the Collection Site, Metaenterprices ltd may charge the Customer for waiting time at its standard rate or shall be entitled to abandon the collection and terminate the Agreement without liability to the Customer.


If it is agreed between the parties that the Customer will deliver the Zinc to the Customer then the Customer shall:


ensure that the Zinc is properly packed and secured in such manner as to enable it to reach the Customer in good condition;


4.3.2 ensure that each delivery of the Zinc is accompanied by a delivery note which shows the type and quantity of the Zinc being delivered;


provide Metaenterprices ltd with such export documents as may be required in connection with the delivery of the Zinc including, but not limited to, a Bill of Lading and shall ensure that:


such documents are submitted to Metaenterprices ltd for approval as soon as reasonably practicable; and


any corrections or additions that are specified by Metaenterprices ltd are incorporated


deliver the Zinc on the date agreed by Metaenterprices ltd and the Customer.



Metaenterprices ltd will use reasonable endeavours to meet the dates for collection set out in the Agreement but shall not be liable for late performance or delay in collection and delays which shall not entitle the Customer to rescind, or in any way terminate, the Agreement.

6     RISK


Risk of any loss (including but not limited to theft) or damage to the Zinc shall remain with the Customer until such time as it is collected by Metaenterprices ltd or upon completion of delivery to the Customer, as the case may be.


These conditions set out the Customer’s rights in respect of any loss or damage caused by any action of or any statements made by Metaenterprices ltd, its employees or agents. Customers are advised to read these provisions carefully and to check that they are adequately insured against any loss or damage that they may sustain in respect of which the potential liability of Metaenterprices ltd is or may be restricted or excluded hereunder.


Metaenterprices ltd accepts liability for death or personal injury to the extent that it results from negligence of Metaenterprices ltd, its employees or agents and further accepts liability for any breach on the part of Metaenterprices ltd of any condition or warranty as to title and quiet possession which may be implied by Section 7 of the Supply of Goods and Services Act 1982. Nothing in the Agreement shall have the effect of limiting or excluding any liability for fraud or any other liability which cannot be excluded as a matter of law.


Subject to Clause 7.3, Metaenterprices ltd also accepts liability for any other direct loss or damage (but not any indirect or consequential loss, including (but not limited to) loss of profits, production, business or reputation or any loss caused to a third party) in relation to items belonging to the Customer, its employees (including personal effects) to the extent that it results from:


a breach by Metaenterprices ltd of any of the express provisions of the Agreement; or


the negligence of Metaenterprices ltd, its employees or agents,and does not result from (and to the extent that it is not contributed to by) the act, omission or negligence of the Customer, its employees or agents.


Metaenterprices ltd’s total liability (including for related costs, fees and expenses) in respect of any one Transgression or series of related Transgressions shall be limited to £.



The Customer warrants that the details relating to the Zinc (including, for the avoidance of doubt, those relating to weight) contained in the Agreement are and will be true and complete. Metaenterprices ltd shall be entitled to take samples of Zinc to satisfy itself that the description is accurate prior to collection and/or unloading at the Customer. Such right shall under no circumstances relieve the Customer of its obligations to describe the Zinc accurately.


8.2 Without prejudice to the generality of the provisions of this Clause 8, Metaenterprices ltd will be entitled to refuse to deal with any material:


which it has reason to believe is radioactive, toxic, poisonous, explosive, inflammable or otherwise dangerous; or


the handling of which may cause Metaenterprices ltd to incur civil or criminal liability; or


which is has reason to believe is or may be Special Waste; or


the disposal of which might involve Metaenterprices ltd in additional expense or an unreasonable amount of extra work.


If any Zinc is contaminated by or mixed with waste (other than an amount of waste which is, in the opinion of Metaenterprices ltd, minor contamination), then Metaenterprices ltd will remove the Zinc and the waste from the Collection Site but shall not be obliged to purchase the Zinc. If the Zinc contains only minor amounts of waste, Metaenterprices ltd shall be entitled to make such deduction from the Price as Metaenterprices ltd considers appropriate.


If, following collection or delivery of any Zinc, either the Zinc is of a lower quality than indicated by the Customer or, the weight of such Zinc is lower than first stated, the Price may be adjusted accordingly. Metaenterprices ltd’s decision as to the weight or quality of such Zinc and any appropriate amendment of the Price shall be final.


If, following collection or delivery of any Zinc, either the Zinc is of a lower quality than indicated by the Customer or, the weight of such Zinc is lower than first stated, Metaenterprices ltd reserve the right (with or without reference to the Customer) to appoint an independent inspector to make a final determination as to the weight and quality of such Zinc and the Price will be adjusted. The Customer agrees that Metaenterprices ltd shall not be obliged to appoint an independent inspector but in the event that they do any determination by the independent inspector shall be binding in the event of any dispute.


The Customer warrants in relation to each item of Zinc the subject of this Agreement:


that the Customer has good and proper title to the Zinc;


that any documentation supplied with the Zinc is true, genuine and accurate in all material respects;


that the Zinc is not contaminated by any substance which is radioactive toxic, poisonous, explosive, inflammable or otherwise dangerous and


that the Zinc is not Special Waste


that the Zinc is of the grade and quantity stated in the Agreement


that where Metaenterprices ltd has informed the Customer that the Zinc is intended for export, the Zinc shall be suitable for export and shall comply with all Relevant Legislation in relation to the export to and import into and use in the destination country


Subject to Clause 3.12 title to the Zinc shall pass to Metaenterprices ltd on collection at the Collection Site or delivery to the Customer as the case may be.


The Customer or its employees, subcontractors or agents shall not:


overload or overfill the Equipment; or


set fire to the contents of the Equipment; or


interfere with the mechanism of the Equipment; or


add or attach to the Equipment any painting, sign, writing, lettering or advertising; or


do (or allow to be done) howsoever or whatsoever any act which has the effect of reducing the value of the Equipment


All Equipment provided shall remain the property of Metaenterprices ltd and the Customer will have no rights in the Equipment other than as a mere bailee. The Equipment must only be used by the Customer and must be kept at the Collection Site. The Customer shall have no right of lien over the Equipment.


The Customer shall take reasonable care to keep the Equipment clean and in good condition. When cleaning any Equipment, the Customer shall ensure that the method used (including cleaning products) does not cause damage or otherwise pollute the Equipment or the Waste or Zinc.


Metaenterprices ltd may, at any time, change the type of Equipment provided to the Customer by replacing it with a reasonable alternative, for example, if Metaenterprices ltd wishes to change the type of Vehicle which collects the Customer’s Waste and/or Zinc.



The Customer shall indemnify and hold Metaenterprices ltd harmless against any injury, demands, action, costs, charges, expenses, loss, fines, sanctions, damage, or liability to any persons or property (including, for the avoidance of doubt, any Equipment) arising from any act, omission or negligence of the Customer its agents, subcontractors or employees.


The Customer shall maintain insurance cover in respect of its liability under the Agreement and shall at the request of Metaenterprices ltd provide a copy of the insurance policy as proof of maintaining such cover.



If the Customer commits any breach of the Agreement Metaenterprices ltd may, in addition to its other rights in respect thereof, give notice to the Customer to terminate the Agreement immediately or, at the sole option of Metaenterprices ltd, after 5 days from the date of such notice if the Customer shall not have remedied the breach to Metaenterprices ltd’s satisfaction during that time.


If the Customer shall have a receiver, an administrator or an administrative receiver appointed for the whole or any part of its assets or if an order shall be made or a resolution passed for its winding- up (unless this is for the purpose of its reconstruction or amalgamation) or if it ceases to trade or has its credit insurance removed then Metaenterprices ltd shall have the option to terminate the Agreement forthwith.


Termination of the Agreement shall be without prejudice to any rights or liabilities of either party which may have accrued to that date.



Metaenterprices ltd and the Customer will comply with the requirements of the Shipments of Waste Regulation and any other binding Relevant Legislation applicable to the shipment of the Zinc.


Without prejudice to the generality of Clause 11.1, the parties shall be obliged to deal in the manner required by Article 18 with any Zinc the recovery of which cannot be completed as intended or the shipment of which is illegal.


In the event that either party is obliged, by virtue of the Shipments of Waste Regulation or other binding Relevant Legislation, to:


take the Zinc back; or


ensure its recovery other than in the manner intended; or


provide for its storage in the meantime the Customer will indemnify Metaenterprices ltd against all costs, damages, fines, sanctions, charges, expenses or losses incurred by Metaenterprices ltd and in no circumstances will Metaenterprices ltd be liable to the Customer for any costs, damages, fines, sanctions, charges, expenses or losses incurred by it.


The customer will indemnify Metaenterprices ltd against all costs, damages, fines, sanctions, charges, expenses or losses incurred by Metaenterprices ltd in connection with any failure by the customer to comply with the Shipments of Waste Regulation or any other binding Relevant Legislation applicable to the shipment of the Zinc.



Metaenterprices ltd reserves the right to amend the Agreement and these General Conditions as it considers necessary to comply with statutory requirements from time to time or any change in legislation governing the collection, transport and disposal of Zinc and will notify any such amendment to the Customer as soon as practicable.



Any proposal, acceptance, agreement, authority, permission or notice referred to in the Agreement or these General Conditions shall be:


in writing; and


given to the party for whom it is intended at the address for that party as set out in the Agreement or such address as is notified to the other party for that purpose; and


given by post and shall be deemed to have been received two Working Days after the date of posting.



The Agreement shall be governed by and construed in accordance with the Laws of England and the parties irrevocably submit to the exclusive jurisdiction of the English Courts.


Any reference to any Act of Parliament Regulation or Order shall include any re- enactment, amendment, replacement or modification thereof.



No time indulgence or relaxation on the part of Metaenterprices ltd shown or granted in respect of any of the provisions of the Agreement shall in any way affect, diminish, restrict or prejudice the rights or powers of Metaenterprices ltd under the Agreement or operate as or be a waiver of any breach by the Customer of the terms of the Agreement.



If any provision of the Agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.


If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.