Tudorstone

Terms and Conditions , TudorStone Building Materials, Nottinghamshire, UK

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1.   Interpretation: In these Terms and Conditions:-

1.1 ‘The Company' means TudorStone building materials limited.

1.2 ‘The Customer' means the person or Company placing the order for the Goods.

1.3 ‘Conditions' means the terms and conditions of sale set out in this document which shall apply to all sales by the Company and shall include any additional terms and conditions agreed in writing with the Customer.

1.4 ‘Contract' means the Contract for the sale and purchase of the Goods concluded by the despatch of a formal Acceptance of Offer by the Company.

1.5 ‘Goods' means the Goods and/or materials which are shown in the quotation overleaf, including any instalments of the Goods supplied by the Company in pursuance of this quotation.

 2. Application: All work is undertaken, all Goods and all services rendered on the following Conditions. The conditions apply to all Contracts, and no variation, modification or substitution of any of the Conditions shall be of any effect unless expressly agreed to in writing and signed by a director of the Company.

 3. Acceptance: Quotations by the Company are deemed to be an invitation to treat only and not an offer. All quotations are given on a day to day basis and are subject to withdrawal without notice. This quotation is subject to acceptance within 30 days of the date hereof. Acceptance of our quotation will be considered to mean acceptance of these Conditions. Any stipulations or conditions contained in a Customer's order form which would conflict with any of these Conditions or qualify or negative the same shall not be deemed to be applicable to any order placed with us unless expressly agreed to by a director of the Company in writing in the Company's formal Acceptance of Offer. There shall be no contract for sale in existence unless and until the Company has despatched its formal Acceptance of offer.

 4. Payment: The Company's terms of payment are strictly cash before supply of the Goods or services. Where an account has been approved by the Company, unless otherwise agreed in writing, payment shall be made by the end of the month following that in which the invoice is dated. The Company shall be entitled to charge interest at an annual rate of 3% over Midland Bank Plc base rate on all overdue payments.

 5. Suspension or Cancellation:

(a) If the Customer:

(i) Is unable to pay his debts or

(ii) is in breach of any obligations to the Company or

(iii) becomes insolvent or

(iv) is an incorporated company, and a receiver is appointed or a resolution for winding up the Company is passed or a court order for winding up is made or

(v) is an individual and has a receiving order made against him or has made a composition or arrangement with his creditors.

The price of all Goods delivered by the Company to the Customer to that date shall immediately become due and payable from the Customer to the Company and in addition the Company reserves the right to suspend, delay or cancel the supply of some or all of the Goods. Without prejudice to its other rights the Company shall be entitled to recover from the Customer any loss on resale of the Goods comprised in the Contract and in no case shall the Company be liable for any loss or damage which may be suffered by the Customer as a result of or in consequence of any such action taken by the Company.

 (b) In the event of cancellation by the Customer and/or his Agents:(i) Of instructions for Goods forming part of the order then the Customer shall be liable to the Company for the cost of any Goods manufactured prior to cancellation at order rates and for any costs incurred by the Company in processing the instructions at the time of cancellation if the Goods are not fully manufactured. In addition, the Company also reserves the right to charge the Customer any costs incurred in the disposal of any surplus Goods.(ii) of the balance of an order prior to completion of such order, then the Customer will be liable for the costs as detailed in (i) above with an addition of 20% in such costs as liquidated damages for breaches of Contract.(iii) the Company's estimate of costs shall be accepted as final.

 6.VAT: These prices are exclusive of VAT or any similar duty or levy in force from time to time.

 7. Risk: The risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery to the Customer. If the Customer is unable or unwilling to accept delivery (or to collect the materials) for any reason then the risk shall pass to him at such time as the Company gives written notice to the Customer that the Goods are ready to be delivered to the Customer or collected by him.

 8.Property:

(a) The Customer acknowledges that he holds the Goods solely as bailee for the Company until such time as a full price thereof is paid to the Company provided that if the Customer sells the Goods or incorporates them into another product before payment to the Company, he will hold the proceeds of sale of the Goods or the product on trust for the Company.

(b) Until the Customer becomes the owner of the Goods, he will store these separately from any other Goods and identify them as belonging to the Company and if the Customer fails to pay for the Goods he hereby grants the Company a contractual licence to enter his premises without notice to remove the same.

 

9. Delivery: The prices quoted unless otherwise stated include delivery to site. Off loading of Goods shall be the Customer's responsibility and the Customer will be charged vehicle waiting time in the event of delay exceeding one hour on site.

(a) In no case is delivery on or by a fixed date a term of this Contract. Any periods or times quoted for delivery of the Goods are to be regarded as estimates, and whilst the Company will do its utmost to keep to such periods and times no guarantee is given and the Company accepts no responsibility for loss or damage resulting from delay in delivery of Goods. Delay due to circumstances outside the control of the Company shall not entitle the Customer to cancel any orders or to refuse to accept delivery.

(b) Pallets are charged at the current list price which is invoiced at the time of delivery and is credited on the return of undamaged pallets within three months of delivery. The return of pallets is the responsibility of the Customer. No claims for returned pallets will be accepted except on the basis of a clear signature by one of the Company's drivers or staff on the Company advice note.

(c) The Company accepts no responsibility for total or partial failure to supply or for the delay in supplying any Goods which may be due directly or indirectly to any Act of God or force majeure, or any war in which Her Majesty is engaged, invasion, riot, civil commotion, military or usurped power, any legislation, Government order, regulation or direction, any strikes, differences with workmen or lockout, any fire, accident, breakdown in machinery, any shortage of labour or raw materials, equipment or spare parts affecting the production or transit of such Goods or any other cause or causes. In the event of a partial stoppage of work resulting from one of the circumstances referred to above, the Company shall perform its obligations under the contract pro rata with other engagements existing at the time.

(d) The Company shall not, when delivering the Goods at premises of the Customer, be liable for damage to private roadways, mains, pipes, manholes, weighbridges, bridges or approaches to such premises caused by the weight of the vehicle and load (if any).

 

10. Legislation: If by reason of any statute, statutory instrument, regulation or requirement of the national or local government, the Company shall be prevented or directly or indirectly restricted from the performance of the Contract, the Company shall have the option of:

(a) Suspending or delaying despatch or delivery of the Goods until such time as it may reasonably be practicable to despatch, or deliver same.

(b) Cancelling the Contract or any uncompleted portion thereof and such cancellation neither party shall have any claim against the other save in respect of Goods delivered prior to such cancellation.

(c) Increasing the prices for Goods to compensate the Company for any additional materials required.

 11. Price Fluctuation: Unless otherwise stated these prices will be subject to fluctuations.

(a) Method of calculating such fluctuations will be based, in part, on monthly invoiced total value and will reflect the Index variation between the month of the date of quotation and the month prior to the date of the invoice and will be related to the appropriate recognised statistical price index monitoring service for the construction industry. The Company is not bound to notify the Customer of any fluctuations which may increase or decrease the Contract price.

(b) The rates and prices quoted are based on the costs of labour, materials etc, current at the date of the quotation. The Company reserves the right to increase such rates and prices to take account of any increased costs incurred by the Company. The Company is not bound to notify the Customer of any such increases and all Goods will be invoiced at the prices current at the date of despatch of collection.

(c) The rates and prices in the quotation are based on the quantities and details of the quotation. The Company reserves the right to vary such rates and prices in the event of change to such quantity and detail. Furthermore, the Company reserves the right to either withdraw or by agreement revise and amend the quoted rate as contained herein/hereon, if subsequent changes in design or content are requested that may substantially alter the content or value of his quotation. The Goods not covered by the quotation and/or order will be supplied as a variation to the Contract at rates agreed between the Company and the Customer which rates must be agreed prior to commencement of manufacture.

 12. Limitation on Liability: It shall be the Customer's responsibility to inspect the Goods upon delivery to the site and signed acceptance of the conveyance/delivery ticket will be deemed as evidence of satisfaction of the quality of the Goods supplied. Any alleged damage, defects or shortages discovered before or during unloading or collection must be detailed on the signed delivery note and confirmed to the Company within seven days. With regard to damage or defects not reasonably apparent on inspection, no complaint of any kind can be entertained unless it is made in writing within 48 hours after the time of supply of the Goods of which complaint is made, and in any event before the Goods are mixed with any other Goods or materials. The Company shall be afforded reasonable access to inspect the alleged damage or defect. In respect of Goods collected by the Customer from the Company's premises, no liability will be accepted on any Goods once they have been removed from the Company's premises and are thus outside the direct supervision and control of the Company. Although the Company makes every effort to supply Goods strictly to accord with the quality or specification ordered if any Goods supplied by the Company should be defective or not of the correct quality or specification ordered the Company's liability shall be limited to free replacement of any Goods shown to be unsatisfactory. In the event of it being proved that the Company is liable and held in breach of contract the damages payable by the Company shall be limited to 10% of the order value.The Company are not under any circumstances to be liable for any consequential loss or damage caused by or arriving out of late supply or any fault, failure or defect in any Goods supplied by the Company or by reason of the same not being of the quality or specification ordered or by reason of any other matter howsoever.The Company warrants that, (except in relation to intellectual property rights of third parties as referred below), the Company has good title to the Goods and that it will transfer such title in the Goods to the Customer. Subject to this warranty, all warranties, conditions or other terms expressed or implied by statute or at common law are hereby excluded to the fullest extent permitted by law.The Company shall have no liability to the Customer in the event that the Goods infringe any intellectual property rights to a third party, and the Customer gives no warranty that the Goods will not infringe as aforesaid.Nothing in these conditions shall limit the Company's liability in respect of death or personal injury caused by the negligence of the Company, its employees, servants or agents.

 13. Trademarks, Warranties and Colour:

(a) The Company shall be entitled to write or affix its imprint on the Goods in the usual manner. Where the Company's patents, registered trademarks or copyright features are included in the design an imprint to that effect may be affixed.

(b) Save as expressly incorporated into the Contract by this quotation or by a tender, no specification, illustration, drawing, brochure, catalogue or other information sent or made available by the Company to the Customer or any term or representation made by any servant or agent of the Company shall have any contractual effect.

(c) No guarantee or warranty is given that these Goods are designed or suitable for the purpose of which they may be intended, and the Company shall not be liable for any aspect of the Goods which may render the Goods unsuitable for the Customer's purposes.

(d) Samples are only submitted as indicative of the product quoted for without any guarantee as to the colour or quality of the bulk. All quotations are made on the basis that sales are by description and not by sample, unless agreed specifically by the Company in writing.

14. Site Access: The Company does not undertake to deliver and reserves the right to refuse to deliver any load over roads or other ground or to any premises or site which they consider to be unsafe or unsuitable. If a vehicle used for performing the contract with any Customer delivers a load to a place situated off a public road the Customer shall indemnify the Company against any loss, injury or damage, (whether to the Company, its employees or agents or to any third party), including legal costs on an indemnity basis resulting from any failure by the Customer to provide safe and suitable access, (with exception of death or personal injury caused by the Company's negligence). The Company shall accept no liability for delays or costs held directly attributable to discovery or development of an unacceptable delivery situation.Drawings: Unless otherwise agreed in writing the Customer will be required to supply working drawings details and quantities necessary for the manufacture of Goods at no cost to the Company. Plans, drawings, specifications and samples submitted for approval are the property of the Company.

 15. Drawings produced by the Company are for dimensional approval and manufacturing purposes only. Approval of these such drawings and any quantities rests with the Customer. The preparation of working details shall not include or imply responsibility by the Company for design and fitness or suitability for purposes of the materials detailed. Any drawings produced by the Company are the property of the Company.

 16. Delivery outside Normal Hours: The Company's prices only cover delivery on normal working days during normal working hours. All deliveries made at the Customer's request on public holidays, Sundays or Saturday afternoons or at any other time outside normal working hours unless by prior arrangement agreed in writing with the Company will be subject to an extra charge.Trade References: This quotation is subject to the receipt of a satisfactory Trade Reference unless a Customer has an acceptable credit account with the Company.Adjudication: The Company shall be at liberty to appoint an adjudicator to rule on whether any monies held by the Customer should continue to be held in a joint deposit account. The Company reserves the right to refer any dispute to the jurisdiction of the English Courts should it decide that the matter should not be referred to an adjudicator.Contracts: All contracts shall be subject to and construed in accordance with English Law and shall be subject to the exclusive jurisdiction of the English Courts.Severability: In the event of any of these conditions being held to be unenforceable or void such ruling shall operate to invalidate that condition only and the validity of the remainder of these conditions shall not be affected.

17. Trade References: This quotation is subject to the receipt of a satisfactory Trade Reference unless a Customer has an acceptable credit account with the Company.

 18. Adjudication: The Company shall be at liberty to appoint an adjudicator to rule on whether any monies held by the Customer should continue to be held in a joint deposit account. The Company reserves the right to refer any dispute to the jurisdiction of the English Courts should it decide that the matter should not be referred to an adjudicator.

 19. Contracts: All contracts shall be subject to and construed in accordance with English Law and shall be subject to the exclusive jurisdiction of the English Courts.

 20, Severability: In the event of any of these conditions being held to be unenforceable or void such ruling shall operate to invalidate that condition only and the validity of the remainder of these conditions shall not be affected.

 

 

 

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