TERMS AND CONDITIONS
DEFINITIONS
1. (1) In these conditions, “we” or “us” means Stoneplus UK Ltd specified in the contract for the sale of goods to you and “you” means the buyer, and “our” and “your” shall be construed accordingly.
(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 our Directors. No variation or exclusion of these conditions shall be effective unless specifically agreed in writing in advance by one of our Directors.
(3) A person who is not a party to a contract with us has no rights under the Contracts (Rights 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.
QUOTATIONS
2. Any quotation given 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 acknowledgment or when we begin to process your order, whichever is the earlier
PAYMENT
3. (1) Credit accounts may be opened, subject to satisfactory credit references being obtained, in our sole discretion. Payment for goods supplied on a credit account shall be due and payable not later than the 30 days of the month following the month of delivery of the goods. If you default in making payment as aforesaid the entire balance of your account shall be payable forthwith and we shall be entitled to charge interest on the account, together with costs and expenses, in accordance with clause 5(1.4).
(2) You may not withhold or set off payment of any amount due to us whether in respect of any claim by you relating to goods supplied by us or for any other reason which is contested or for which we do not admit liability.
(3) If at any time you are an existing credit account customer and intend, being a company, to alter your constitution or, being a sole trade or partnership, to become incorporated or amalgamated with others, it shall be your duty to give prior written notice to us of the intended change if you wish to continue credit account facilities following the intended change. Continuance of trading with the amalgamated entity or commencement of trading with a new entity shall be in our sole discretion and only deemed undertaken by us if a written acknowledgement is issued by our Credit Controller or one of our Directors. You agree that we may obtain, retain, and provide to third parties, references as to your financial standing.
DELIVERY
4. (1) Delivery will occur when the goods are ready for unloading at the delivery address, or when you take possession of the goods at your premises whichever is the earlier. Delivery dates or times mentioned in any quotation or acceptance form or elsewhere are approximate and not part of any contract and we shall not be liable to you for any failure to deliver on any particular date or dates, or at any particular time, nor shall time be of the essence of any contract.
(2) If you refuse or fail to take delivery of goods tendered in accordance with the contract, we shall be entitled to immediate payment in full for the goods so tendered. We shall be entitled to store at your risk any goods of which you refuse or fail to take delivery and you shall in addition to the purchase price pay all costs of such storage and any additional costs or carriage incurred as a result of your refusal or failure.
TITLE OF GOODS
5. (1.1) Until we have been paid in full the price of the goods and all other goods agreed to be sold by us to you for which payment is then due together (where applicable) with the costs of packaging and delivery plus any interest and charges thereon:
(1.2) we shall retain ownership of the goods.
(1.3) You may sell and deliver the goods to third parties in the ordinary course of your business, acting towards such third parties as a principal and not as your agent, but you shall hold all proceeds of sale on trust for us in a separate bank account, you hereby assigning to us all rights and claims which you may have against your customers arising from such sales until full payment is made as aforesaid.
(1.4) any notice to you that an administrative receiver or other receiver or manager is to be or has been appointed in respect of your undertaking or a material part thereof or other property or assets;
(1.5) any notice to you that a petition to wind you up is to be or has been presented to you under Section 124 of the Insolvency Act 1986 or otherwise or any notice to you of a proposal to pass a resolution to wind you up (including any proposal by you so to do);
(1.6) a decision by you to make a voluntary arrangement or composition with your creditors or any notice to you and/or any of your creditors that a proposal for the same is to be or has been made;
(2) On receipt of written notice from us or on the happening of any of the events set out in clause 8, your authority to sell our goods shall immediately be withdrawn and all such goods and products made there from shall immediately be delivered to us at your cost and risk.
LIABILITY
6. (1) you shall inspect the goods upon delivery. We will make good at our option by repair or replacement any defects in the goods due solely to defective workmanship or materials which are notified in writing to us and, in the case of any defect discoverable upon reasonable examination, such notification must be made within 2 working days from the date of delivery and, in the case of any defect not discoverable upon reasonable examination, such notification must be made within 2 working days of the date such defect is actually discovered provided that:
(2) We will not accept liability for shortages in quantities delivered unless you notify us of any claim for short delivery of the goods within 2 working days of delivery. In such circumstances our liability shall be limited to making good the shortage.
(3) Where fine or especial tolerances are required in the goods supplied beyond those generally accepted in the building trade, no liability shall attach to us unless such fine tolerances are notified in writing to us at the time of order and we have acknowledged in writing that we are prepared to accept such order.
(4) Where the goods are sold under a consumer sale (as defined by the Consumer Transactions [Restrictions on Statements] Order 1976) your statutory rights are not affected by these conditions.
ORDER CANCELLATION
7. (1) Subject to clause (1.1) we may in our sole discretion accepts or reject the cancellation of any order after we have accepted such order. We will not accept the cancellation of an order for goods which are to be specially made or obtained after we have accepted such an order nor will any allowance be made in respect of such goods where they are subsequently returned.
(2) Subject to clause (2.1), where you are a “consumer” under a “distance contract”, both as defined in the Consumer Protection (Distance Selling) Regulations 2000, you may cancel the order within 7 working days after the day after the goods are delivered. You must then either return the goods to the branch from which they were delivered or request us to collect the goods; in the latter case you will be liable to pay our costs of collection.
(3) You will not have a right of cancellation under clause 3(1) where the goods are made to your specification or are personalized or are liable to deteriorate or expire rapidly.
RETURN OF GOODS
8. We may in our sole discretion accept or reject the return of any goods which have been incorrectly ordered. If we decide to accept the return of such goods, such acceptance shall be upon such terms as we may determine and in particular, we reserve the right to charge for the carriage and handling of such goods. We will not accept the return of goods which are liable to deteriorate or expire rapidly.
INSOLVENCEY OR BANKRUPTCY
9. If:
(1) you make a proposal for or enter into a scheme of arrangement or a composition with your creditors or fail to comply with a statutory demand for the repayment of a debt within the time therein allowed, or become apparently insolvent; or
(2) (where you are an individual or, where you are a partnership, in the case of any individual partner) an application is made to the court under Part V111 of the Insolvency Act 1986 for an interim order for the purpose of a voluntary arrangement or an order is made for the administration of your estate pursuant to Part V1 of the County Courts Act 1984 or a bankruptcy petition relating to you is presented to the court or you are adjudged bankrupt; or
(3) (where you are a company) a petition for an administration order is presented to the court pursuant to Part II of the Insolvency Act 1986 or you pass a resolution or the court makes an order that you shall be wound up (otherwise than for the purpose of amalgamation or reconstruction) or a receiver or administrative receiver is appointed of any of your assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver or administrative receiver; or
(4) (Where you are either a company or a partnership) circumstances arise which entitle the court to make a winding-up order; or
(5) (Whether you are a company, a partnership or an individual) you take or suffer any similar action in consequence of debt.
NON-WAIVER OF RIGHTS
10. The failure by either you or us to exercise or 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 any time thereafter
APPLICABLE LAW
11. All contracts between the company and the purchaser shall be governed by and construed in accordance with English law and each party agree to submit to the exclusive jurisdiction of the English courts as regards to any claim or matter arising under the contract.