Terms and Conditions of Sale
1.1 In these conditions “we” or “us” means the company or sister company of
1.2 These conditions apply to all sales of goods by us and shall prevail over any other terms or conditions contained or referred to in your order or in correspondence or elsewhere or implied by trade custom , practice or course of dealing unless such other terms or conditions are specifically agreed in writing by one of the company Directors . No variation or exclusion of these conditions shall be effected unless specifically agreed in writing in advance by one of our Directors.
1.3 A person who is not a party to a contract with us has no rights under the contracts ‘Right of Third Parties’ Act 1999 to enforce any term of the contract but this does not affect any right or remedy of a third party that exists or is available apart from that Act. You may not assign the contract or any part of it without our prior written consent.
1.4 No terms or conditions of any main building contract or sub-contract shall affect these conditions whether or not we have notice of them.
1.5 if any provision or part of a provision of the contract is found by any court, or other body of competent jurisdiction to be wholly or partly illegal, invalid, void, void able or unenforceable it shall to the extent of such illegality void ness, void ability or unenforceability
be deemed severable and the remaining provisions of the contract and the remainder of such provisions shall continue in full force and effect.
1.6 The headings appearing above each condition are included for reference purposes only and shall not affect or limit the interpretation and effect of these conditions.
2 A quotation by us shall constitute an invitation to treat and not an offer. We may withdraw or amend any quotation at any time prior to our acceptance of your order. Acceptance of your order will occur when we issue a written acknowledgement or when we
begin to process your order, whichever is the earlier.
Estimates of quantities and fitness for purpose
3. You acknowledge that you do not rely on and waive any claim for breach of any representation made by our employees or agents.
3.1 You rely on your own skill and judgment in determining the suitability of the goods ordered for any particular purpose. We give no warranties as to the suitability of the goods ordered for any particular purpose.
3.2 Reclaimed, salvaged, second hand Goods are not tested or sold as fit for any particular purpose and any term warranty or condition express implied or statutory to the contrary is excluded. In no circumstances whatsoever shall the seller’s liability (in contract, or
otherwise) to the buyer arising out of or in connection with the contract or the goods supplied hereunder exceed the invoice price of the particular goods concerned and all liability (if any) for any indirect or consequential loss(however arising) is expressly
3.3 Where you have been shown a sample the seller will not undertake that the bulk shall correspond exactly with the sample but of fair average representation. Colour, dimensions or quality may vary. It is suggested that you view and examine the bulk prior to
placing an order.
3.4 Any estimate of quantity given is only an estimate and is based on the information given, which may or may not include a factor of waste for handling, cutting and fitting.
3.5 STONE FLOORING AND PAVING; Due to the nature of natural products, colour, shade, size, thickness, surface and appearance will vary.
3.6 All descriptions and images on the internet are for the purpose of giving approximate representation. The bulk can be viewed at the trading depot.
4.1 All orders are accepted by us only under these Terms and they may not be altered other than with the written agreement of a Company Signatory. Any contrary or additional terms unless so agreed are excluded.
4.2 Quotations are invitations to treat only.
4.3 Orders may be cancelled only with the written agreement of a Company Signatory and you will indemnify us against all costs claims losses or expenses incurred as a result of that cancellation.
4.4 You shall be responsible to us for ensuring the accuracy of the terms of any order including any applicable design drawing or specification provided to us by you and for giving us any necessary information relating to the Goods within a sufficient time to enable us to perform the Contract in accordance with its Terms.
4.5 It is your responsibility to be fully conversant with the nature and performance of the Goods including any harmful or hazardous effects their use may have.
4.6 Without prejudice to Clause 2.5.4 of these Terms while we take every precaution in the preparation of our catalogues technical circulars price lists and other literature these documents are for your general guidance only and statements included in these documents (in the absence of fraud on our part) shall not constitute representations by us and we shall not be bound by them.
4.7 If you require advice including Health and Safety information in relation to the Goods a specific request for advice should be made and any advice given in writing by a Company Signatory in response to such a request shall amount to a representation and we shall be liable accordingly.
5.1 The price of the Goods shall be as published in our price list current at the date of delivery of the Goods. The price is exclusive of VAT which shall be due at the rate ruling on the date of a VAT invoice.
5.2 Prices listed or quoted are based on costs prevailing at the time when they are given or agreed. We shall be entitled to adjust the price of the Goods as at the time of delivery by such amount as may be necessary to cover any increase sustained by Us after the date of acceptance of your order and any direct or indirect costs of making obtaining handling or supplying the Goods.
5.3 Prices listed or quoted are applicable to the quantity specified and on the information provided by you at the time of order. In the event of orders being placed for lesser quantities or if there is any change in specifications, delivery dates, or delay is caused by your instructions or lack of instructions we shall be entitled to adjust the price of the Goods as ordered to take account of the variations.
5.4 We shall have the option of supplying any Goods ordered by you in imperial measurements in the nearest equivalent metric measurements and the Goods may be charged in metric measure allowing for conversions.
6.1 Merchants or distributors may be offered credit terms which would be agreed in writing with a Company Signatory. The agreed period of credit/ payment terms will be printed on the invoice.
6.2 We may accept payment of accounts by Credit Card subject to a surcharge. This will be made clear at point of sale.
6.3 Late payments will incur interest at the rate of 15% per 28 days above the base rate of our Bank in force from time to time from the due date until the date of payment after as well as before judgment.
6.4 Credit facilities may be withdrawn or reduced at any time in our sole discretion.
6.5 Even if we have previously agreed to give you credit we reserve the right to refuse to execute any order or contract if the arrangements for payment or your credit rating is not satisfactory to us. In our discretion we may require security satisfactory to us or payment for each consignment when it is available and before it is dispatched in which case delivery will not be effected until we are in receipt of security or cleared funds as requested by us.
6.6 In the case of short delivery you will remain liable to pay the full invoice price of all Goods delivered or available for delivery.
6.7 You may not withhold payment of any invoice or other amount due to us by reason of any right of set of or counterclaim which you may have or allege to have for any reason whatever.
6.8 We shall be entitled at all times to set off any debt or claim of whatever nature which we may have against you against any sums due from us to you.
6.9 Trade and retail purchases, ecommerce or counter must pay in full cleared funds for goods to be released.
7.1 Delivery will be eve acted when the Goods leave our premises whether carried by us or an independent carrier or the premises of our suppliers when the Goods are delivered direct from suppliers.
7.2 Delivery dates are given in good faith but are estimates only.
7.3 Time for delivery shall not be of the essence of the Contract.
7.4 For the avoidance of doubt and without detracting from any other provisions of these Terms we shall not be liable for any damages whatsoever whether direct or indirect (including for the avoidance of doubt any liability to any third party) resulting from any delay in delivery of the Goods or failure to deliver the Goods in a reasonable time whether such delay or failure is caused by our negligence or otherwise howsoever.
7.5 We reserve the right to make delivery by installments and tender a separate invoice in respect of each installment. Our failure to deliver any one or more installments or any claim by you in respect of any one or more installments shall not entitle you to treat the Contract as a whole as repudiated.
7.6 The agreed delivery charge does not include any waiting/standing time that we may occur whilst being on your site, charges will be made to the sum of £60 per hour and will require a signature to state that you agree the charges.
7.7 Deliveries are roadside or to the nearest point accessible by transport. Home deliveries may be provided through a pallet delivery network that uses a tail lift on the rear of the lorry to lower the pallets to ground level. This must be done on level hard standing. (Slopes and gravel surfaces are not suitable) Lorries with cranes mounted or forklifts can be arranged at extra costs. If ground conditions do not allow the driver to unload the consignment it can be returned for a redelivery on a vehicle more suitable for the conditions with a further delivery charge. In the event of a return 10% handling charge and the cost of both out going and incoming haulage will be deducted from the amount to be refunded. The driver of the vehicle is responsible for the goods until they are signed for.
7.8 Deliveries off road will be indemnified by you against any damage the vehicle causes both above land and beneath.
7.9 You must provide the necessary labour for unloading the Goods and unloading is to be completed with reasonable speed. If we provide additional staff to participate in the unloading of goods an additional charge will be made.
7.10 You may collect Goods from us during our trading hours.
7.11 If you collect Goods from us, you are solely responsible for the size weight and positioning of the load on the vehicle. You shall indemnify us in respect of all costs, claims, losses or expenses we may incur as a result of you collecting/ transporting your Goods.
7.12 If the Goods are to be deposited other than on your private premises you shall be responsible for compliance with all regulations and for all Steps which need to be taken for the protection at all times of persons or property.
7.13 We may make a charge for packaging including crates, cases and pallets which will be credited if the crates, cases or pallets have been charged for on the original invoice stated Returnable and are returned in good condition.
Inspection of goods
8.1 You shall inspect the Goods at the place and time of unloading or collection but nothing in these Terms shall require you to break packaging and/or unpack Goods which are intended to be stored before use. Packaging is intended for the protection and movement of the goods. Pallets and crates have a limited lifespan often reused and are not warranted.
8.2. You must advise us by telephone immediately and give us written notice within 24 hours of unloading of any claim for short delivery or damage. Writing Not Checked on the delivery note is not sufficient.
8.3 If you do not give us that notice within that time the Goods will be deemed to have been delivered according to the delivery documents.
8.4 You shall not be entitled and irrevocably and unconditionally waive any right to reject the Goods or claim any damages whatsoever for short delivery howsoever caused.
8.5 Our liability for short delivery is limited to making good the shortage.
8.6 See Clause 3.2
8.7 We shall be under no liability for loss or damage or delay howsoever arising caused by circumstances outside control.
Title and Risk
9.1 Risk in the Goods shall pass to you when the Goods are delivered.
9.2 The property in the Goods shall remain with us until you pay all sums due to us whether in respect of this Contract or otherwise.
9.3 Until title passes:-
9.3.1 You shall hold the Goods as our fiduciary agent and bailee.
9.3.2 The Goods shall be stored separately from any other goods and you shall not interfere with any identification marks labels batch Numbers or serial numbers on the Goods.
9.3.3 We agree that you may use or agree to sell the Goods as principal and not as our agents in the ordinary course of your business subject to the express condition that at our direction the entire proceeds of any sale or insurance proceeds received in respect of the goods are held in trust for Us and not mixed with any other monies or paid into an overdrawn bank account and shall at all times be identifiable as our money.
9.4 We shall be entitled at any time to recover any or all of the Goods in your possession to which We have title and for that purpose We our employees or agents may with such transport as is necessary enter upon any premises occupied by You or to which You have access and where the Goods may be or are believed to be situated.
10.1 Nothing in these Terms shall exclude or restrict our liability for death or personal injury resulting from our negligence or our liability for fraudulent misrepresentation.
10.2 Subject to Clause 10.1 of these Terms We shall not be liable by reason of any misrepresentation (unless fraudulent) or any breach of warranty condition or other term express or implied or any breach of duty (common law or statutory) or negligence for any damages whatsoever.
10.3 If the Goods are not manufactured by Us or have been processed or milled by a third party whether or not at our or your request our liability in respect of any defect in workmanship or materials of the Goods will be limited to such rights against the manufacturer or the third party as We may have in respect of those Goods.
10.4 If the Goods are manufactured processed or milled by us to the design quantity measurement or specification and/or where fine or especial tolerances are required, the goods supplied beyond those generally accepted in the building trade, no liability shall attach to us unless such as fine tolerances are notified in writing to us at the time of order and we have acknowledged them in writing and that we are prepared to accept such an order.
10.5 You will unconditionally fully and effectively indemnify us against all loss damages costs on an indemnity basis and expenses awarded against
Or incurred by us in connection with or paid or agreed to be paid by us in settlement of any claim by any third party arising from the supply or use of the Goods. This indemnity will be reduced in proportion to the extent that such loss damage costs and expenses are due to our negligence.
11.1 Insolvency means:- You becoming unable to pay your debts within the meaning of Section 123 of the Insolvency Act 1986; the levying or the threat of execution or distress on any of your property; the appointment of a receiver or administrative receiver over all or any part of your property; a proposal for a voluntary arrangement or compromise between You and your creditors whether pursuant to the Insolvency Act 1986 or otherwise; the passing of a resolution for voluntary winding-up or summoning a meeting to pass such a resolution otherwise than for the purposes of a bona fide amalgamation or reconstruction; the presentation of a petition for your winding-up or for an administration order in relation to You; if You suffer any analogous step or proceedings under foreign law or you ceasing or threatening to cease to carry on your business.
11.2 If You fail to pay the price for any Goods on the due date or fail to pay any sum due to us under any contract on the due date or you become Insolvent or if you are a Limited Company or partnership and there is a material change in your constitution or You commit a material breach of this Contract and fail to remedy that breach all sums outstanding between you and us shall become immediately payable and we shall be entitled to do any one or more of the following (without prejudice to any other right or remedy We may have):-
11.2.1 Require payment in cleared funds in advance of further deliveries
11.2.2 Cancel or suspend any further deliveries to you under any contract without liability on our part
11.3 If we reasonably incur third party costs such as tracing or debt collection agency costs or seek legal advice or take legal proceedings to enforce our rights as a result of your breach of this Contract including but not limited to recovery of any sums due, You will reimburse us such reasonable agency costs or legal costs incurred on an indemnity basis
11.4 The indemnity agreement will be used to recover non payment at our discretion.
12 Where by express agreement with us, goods return by you will be subject to a minimum handling charge of 30 % of the invoice value. Any carriage or “other cost” will be deducted in full from the amount to be credited.
Force Majeure Clause
13 We shall under on liability for any loss, damage, delay or expenses caused wholly or in part by an act of god, outbreak of war, civil commotion, government policies or restrictions or control including restrictions of export or import or other licenses, trade or industrial disputes of whatever nature, whether or not such dispute involves us, or our employees or agents, or by any other event whatsoever which is beyond our control, and in any such circumstances, we may omit goods from, or cancel, your order, or postpone delivery of goods ordered.
Non-Waiver of Rights
14 The failure by either you or us to exercise of enforce any rights conferred by the contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement of such right at anytime thereafter.
Health & Safety
15 Certain products supplied by us could if incorrectly used, by your employees, agents, licensees and customers with any instruction given by us or the manufactures of the purpose of ensuring that the goods will be safe and without risk to health when properly used and will take any other steps or precautions having regard to the nature of the goods as are necessary to preserve the health and safety of the person handling, using or disposing of them.
16 The contract shall be governed and interpreted exclusively according to the law of