Terms and Conditions of Supply
YOUR ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CLAUSES 8 AND 17.
In these Terms and Conditions the following definitions shall apply:
Contract: the contract between the Supplier and the Customer entered into for the sale and purchase of the Goods in accordance with these Terms;
Customer: the person or firm who purchases the Goods from the Supplier;
Goods: the Goods or any part of them set out in the Order;
Order: any order from the Customer to purchase Goods from the Supplier which incorporates these Terms, as set out in the Customer’s purchase order form; or the Customer’s written acceptance of the Supplier’s quotation; or, where no quote has been issued, as set out in the Customer’s written request for Goods (including by email); or as set out in any order generated by the Customer via the Suppliers Website or over the phone, as the case may be;
Specification: any Specification for the Goods, including any related plans or drawings, agreed by the Customer and the Supplier;
Supplier: Trade Price Stone Limited, a company registered in England and Wales under company number 05928094. Registered office: Unit 7, Monkswell Park, Knaresborough HG5 8NQ. VAT number: GB 919 8029 94.
Supplier’s Website: means the website operated by the Supplier under the domain name www.tradepricestoneltd.co.uk;
Terms: The terms and conditions set out in this document, as amended from time to time, as set out in Clause 7.
In these Terms, unless otherwise stated: a reference to a "person" includes a reference to a neutral person, a body corporate, association, partnership or individual; a reference to a "third party" is to be a person who is not a party to the Contract; the singular shall include the plural and vice versa; a reference to a gender is to every gender; a reference to a "Clause" is a reference to a clause of these Terms; a reference to a statute, statutory instrument, regulation, order or license is a reference to that statute, statutory instrument, regulation, order or licence as substituted, varied or amended from time to time; a reference to any document or agreement is to that document or agreement as substituted, varied or amended from time to time; a reference to “include” and “including” shall be construed without limitation.
The headings in these Terms are for convenience only and shall not affect the construction or interpretation of these Terms.
1: BASIS OF CONTRACT
1.1 The Supplier agrees and accepts that it is a business and acknowledges that these Terms are not directed to consumers.
1.2 By ordering Goods the Supplier agrees to be bound by these Terms and accepts that they shall govern all Contracts between the Supplier and the Customer, to the exclusion of any other terms and conditions.
1.3 No terms and conditions of the Customer, including any terms and conditions in any Orders, offers or acceptances of the Customer, shall form part of the Contract and are hereby expressly excluded.
1.4 The Supplier agrees to sell and deliver or make available for collection and the Customer agrees to Purchase and accept delivery or collect the Goods on and Subject to these Terms. Where Goods are to be delivered in instalments then each instalment shall constitute a separate contract.
1.5 These Terms shall apply and prevail over any other term of the Contract, unless otherwise agreed by the Supplier. The Supplier shall only be considered to have agreed otherwise where it has expressly agreed in a written document issued for and on behalf of the Supplier by an authorised person.
1.6 These Terms and any document expressly referred to in them constitute the entire agreement between the Supplier and the Customer and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between the Supplier and the Customer, whether written or oral, relating to their subject matter.
1.7 The Customer acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or in any document expressly referred to in them.
1.8 The Supplier and Customer agree that neither shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
2.1 Any descriptions or images of the Goods on the Supplier’s Website, or in any of the Supplier’s printed materials, are for illustrative purposes only and no Goods are warranted to be exact replicas of any samples, drawings or advertising supplied.
2.2 All descriptions, drawings and advertising of any Goods are for guidance purposes only and the actual Goods supplied may differ slightly from any descriptions given.
2.3 The majority of the Goods sold by the Supplier are natural, geological products and variations in colour, markings, form, texture and size should be expected. Variations can exist in crystalline composition, veining, fossil deposits and mineral activity and no Goods are claimed by the Supplier to be exact replicas of images or samples. The Supplier recommends that the Customer views as much of the Goods as possible before entering a Contract.
2.4 Any samples of Goods are for giving an approximate representation of the Goods only. All samples have been prepared to a presentation standard and allowed to dry.
2.5 Although the Supplier makes every effort to be as accurate as possible, the Supplier’s Goods are supplied under a variety of industry-accepted size-tolerances and all dimensions and measurements indicated have a tolerance of up to 5mm. To minimise variations in finish and tolerance, the Supplier recommend’s that Goods are selected from a variety of boxes. Any variation will be deemed to be agreed by the Customer once the Supplier has accepted an Order.
2.6 The Customer should bear in mind that natural stone tiles may be subject to natural chipping and pitting and may be easily scratched. The Customer must handle Goods correctly to prevent damage and store them vertically (on their edge) on a non-abrasive surface.
2.7 Details about how to care for Goods are available by request. The Supplier recommends that the Customer reads these carefully. All advice is given in good faith and is intended for general guidance only.
2.9 When ordering bespoke Goods it is the Customer’s responsibility to ensure the Goods are appropriate for its intended purpose and are compliant with any regulations, permissions or approvals required for the Customer’s intended purpose. The Supplier will not be liable where the Customer’s use of such Goods is not compliant in such circumstances.
2.10 In agreeing to sell Goods to the Customer, the Supplier makes no guarantee as to the suitability of those Goods to the specific installation the Customer has in mind and gives no warranty that the Goods can be used in any given environment. The Customer should seek professional advice in relation to the fixing, installation and care of the Goods, and engage an experienced, ‘British Standards 5385, part 1 & 5’ qualified tiler (or other suitable contractor) for the preparation and installation of the Goods.
2.11 The Supplier will not be liable to the Customer for lost working time or the cost of third party contractors, or any other consequential loss, where the Customer (or its contractor) fails to install the Goods correctly or fails to use the correct base, adhesive, grout or sealants or fail to use the correct installation techniques or the Goods are fixed in an unsuitable environment.
3: ORDERING GOODS
3.1 When ordering Goods the Customer is responsible for ensuring that the information provided to the Supplier, including in any applicable Specifications, is correct.
3.2 If ordering bespoke Goods the Customer’s order must be made in writing with clear instructions as to size, colour, stone type, finishing, and any other particular requirements it may have. Orders can be submitted via email at firstname.lastname@example.org or by writing to the Supplier at Unit 7, Monkswell Park, Knaresborough HG5 8NQ.
3.3 If ordering Goods via the Supplier’s Website, the maximum Order the Supplier will accept is 99 square metres of Goods.
3.4 If requested, the Supplier may provide an estimate of the quantity of Goods the Customer may need for a project before the Customer orders, based on the information and measurements the Customer provides. However, the Customer should seek independent, professional advice before ordering as (subject to these Terms) the Supplier will not be responsible for any surplus or shortfall of Goods ordered.
3.5 Given the fragile nature of the Goods, industry practice recommends that the Customer include an additional 10% of Goods to any Order to allow for wastage due to minor damage (such as edge chipping during the packing and unpacking of the stone) minor imperfections and damage that may be caused from cutting during the fitting process. Goods affected in this way can often be utilised for ‘cuts’ during installation and/or for future repairs.
3.6 The Supplier will not replace or refund damaged Goods constituting less than 10% of the total order.
3.7 If the Customer orders too few Goods in any one consignment, any subsequent Goods ordered may be different in finish, shade, pattern and tolerance and the delivery of a few extra tiles may, in some cases, be as much as the original delivery costs.
3.8 The Customer should be aware that the majority of the Supplier’s Goods are imported from abroad, often by way of container shipment and that stock levels may subsequently be affected by reasons beyond its control. Occasionally, this may lead to a delay in the availability and delivery of Goods ordered. In such circumstances the Supplier will notify the Customer, as soon as possible.
3.9 The Supplier will not be responsible for delays beyond its reasonable control including any delays relating to shipping or customs requirements.
4: DATA PROTECTION
4.1 During the ordering process the Customer will be required to provide personal information such as name, billing address, email address, delivery address, telephone number and payment details. The Customer will also be required to provide a username and password.
4.3 The Customer accepts that the Supplier may, from time to time:
4.3.1 make a search with a credit reference agency in respect of the Customer and keep a record of that search; and
4.3.2 monitor and record information relating to the credit performance and make such records available to credit reference agencies who will share that information with other businesses in assessing applications for credit and fraud prevention.
4.4 By placing an Order the Customer consents to the Supplier carrying out the activities referred to in clause 4.3
5: HOW THE CONTRACT IS FORMED
5.1 The Order placed by the Customer constitutes an offer to purchase the Goods in accordance with these Terms.
5.2 The Order shall only be deemed to be accepted when:
5.2.1 the Supplier issues a written acceptance of the Order, detailing the Goods included in the Contract and any other relevant information required in relation to the Contract (Order Confirmation), at which point the Contract shall come into existence; or
5.2.2 (if earlier) the Supplier delivers the Goods to the Customer.
5.3 On receipt of an Order the Supplier may issue an ‘acknowledgement of order’, by automated email or otherwise. This is intended only to confirm that an order has been received and is not confirmation that the Order has been accepted.
5.4 Only Goods confirmed in the Order Confirmation will be included in the Contract.
6: CANCELLATION BY THE SUPPLIER
6.1 If the Supplier is unable to supply the Customer with any Goods ordered, for example because Goods are not in stock and cannot be delivered within 28 days of the Supplier confirming the Customer’s order, or are no longer available, or because the Supplier cannot meet the Customer’s requested delivery date, or because of an error in the price of the Goods on the Supplier’s Site or published price list (as referred to in clause 14.8) the Supplier will notify the Customer by e-mail and the Customer’s order will not be processed. If the Customer has already paid for the Goods, the Supplier will refund the Customer the full amount, including any delivery costs charged.
6.2 The Supplier reserves the right to cancel any orders and to end the Contract in the following circumstances:
6.2.1 if the Customer does not, within a reasonable time of the Supplier asking for it, provide information necessary to provide the Goods;
6.2.2 if the Customer does not, within a reasonable time, allow the Supplier to deliver the Goods to it, or collect them from the Supplier;
6.2.3 if any of the information the Customer has provided as part of the ordering process is fraudulent and/or inaccurate;
6.2.4 if the Customer has requested delivery of Goods to an address outside the Supplier’s usual delivery areas; or
6.2.5 if the Customer’s method of payment is declined.
6.3 If the Supplier ends the contract in the situations set out in clause 7.2 it will refund any money the Customer may have paid in advance for any non-bespoke Goods it has not provided but it may deduct or charge the Customer reasonable compensation for the costs it will incur as a result of the Customer breaking the contract.
7: THE SUPPLIERS RIGHT TO VARY THESE TERMS
7.1 The Supplier reserves the right to amend these Terms from time to time to reflect changes in relevant laws and regulatory requirements, changes in market conditions affecting its business and changes in technology, including its internal systems and/or preferred payment methods.
7.2 Every time the Customer orders Goods from the Supplier, the Terms in force at the time of the Order will apply to the Contract between the Supplier and the Customer, unless the Supplier notifies the Customer of any changes to the Terms before sending the Customer an Order Confirmation. In these circumstances, the Supplier reserves the right to assume that the Customer has accepted any such changes to the Terms. If the Customer does not accept the changes, the Customer must notify the Supplier, within 7 days of receiving the Goods.
8: PERFORMANCE AND QUALITY
8.1 The Supplier will supply the Goods and any ancillary services in accordance with the Order and with that degree of skill and care and attention reasonably and ordinarily exercised by experienced and competent persons engaged in similar circumstances and conditions.
8.2 The Supplier warrants (subject to these Terms) that on delivery the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979 and be free from material defects.
8.3 The Supplier shall not be liable for a breach of any of the warranties in this Clause 8:
8.3.1 where the Customer makes any further use of such Goods after giving relevant notice of any breach of warranty;
8.3.2 where the defect arises because the Customer failed to follow any guidance given by the Supplier as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
8.3.3 the Customer alters or repairs such Goods without the Supplier’s written consent;
8.3.4 the defect arises as a result of the Supplier following any Specification supplied by the Customer; or
8.3.5 the Goods differ from their description or the relevant Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
8.4 If any of the Goods do not conform with the warranties in Clause 9, the Supplier will (subject to Clause 10) either (i) refund the price of the Goods (exclusive of VAT), in full or in part on a pro-rata basis, or (ii) repair or replace the Goods if repair or replacement is possible, provided that the Customer will return the Goods (or the part of such Goods which are defective) to the Supplier.
8.5 If the Supplier complies with Condition 8.4, the Supplier shall have no further liability for a breach of any of the warranties in Clause 8, in respect of such Goods.
8.6 The Customer accepts that the terms implied by sections 13 to 15 of the Sales of Goods Act 1979 are, to the fullest extent possible, excluded from the Contract.
8.7 These Terms shall apply to any repaired or replacement Goods supplied by the Supplier.
9: THE CUSTOMERS RIGHT OF RETURN AND REFUND
9.1 The Customer shall be entitled to cancel any orders within 14 days, commencing on the date the Customer is notified of the date for collection of the Goods, or from the date of delivery, provided that such goods are returned in the same condition as at delivery and are not damaged, broken, fractured, cut or scratched in any way.
9.2 The Customer shall return the goods to the Supplier at its own risk and expense to Unit 7, Monkswell Park, Knaresborough HG5 8NQ, or such other address as notified to the Customer from time to time.
9.3 The Customer’s right of return and refund does not apply in the case of:
9.3.1 Goods which due to use or damage by the Customer cannot be re-sold at full price (for instance if Goods are, in the Supplier’s reasonable opinion, damaged, broken, cut or scratched in any way);
9.2.1 Goods which are made specifically for the Customer under a Specification and are of a bespoke nature (e.g. Goods which have been made to your specific sizes and/or requirements) (unless defective);
9.3.2 Goods which have already been installed, laid or used (unless defective – in which case they will need to be returned);
9.3.3 Goods which have become mixed inseparably with other items after their delivery;
9.3.4 Goods which are sealed or shrink-wrapped and which have been opened (unless defective); and
9.3.5 Goods which cannot be returned due to hygiene reasons (unless defective).
9.4 The Customer can cancel the Order by serving notice under clause 20.
9.5 If the Customer qualifies for a refund under these Terms, the Supplier will refund the purchase price of Goods returned within 30 days of receiving notice under clause 20 of the Customers intention to return the Goods.
9.6 If the Customer cancels an order after dispatch, but before receipt of the Goods, the Supplier reserves the right to levy a charge for the cost of return.
9.7 If Goods have been delivered to the Customer before the Customer decides to cancel the Contract:
9.7.1 then the Customer must return the Goods to the Supplier without undue delay and in any event not later than 14 days after the day on which the Customer let the Supplier know that the Customer wishes to cancel the Contract. The Customer should return the Goods to the Supplier in person to Unit 7, Monkswell Park, Knaresborough HG5 8NQ. VAT number: 919 8029 94. If the Supplier has offered to collect the Goods from the Customer, the Supplier will arrange for the Goods to be collected from the address to which they were delivered and will contact the Customer to arrange a suitable day for collection;
9.7.2 the Customer will be responsible for the cost of returning the Goods to the Supplier. If the Supplier has agreed to collect the Goods from the Customer, it will charge the Customer for the cost of collection.
9.8 Goods must be returned in the original packaging, including any accessories, brochures, manuals, guarantees or warranties that came with the Goods on delivery. No refund will be issued for Goods returned in an incomplete state (unless the Goods are defective). If the original packaging of a defective product has been damaged or destroyed the Customer should ensure the Goods are returned in suitable, protective packaging. The Supplier reserves the right to ask the Customer to provide evidence by way of photograph that the items are packed securely before returning (see Clause 10).
9.9 The Supplier will not issue refunds for any items lost or stolen in transit on return to the Supplier.
9.10 Where a return is lost or stolen in transit to the Supplier, the Customer should claim compensation from the organisation responsible for shipping the return.
9.11 If the Customer fails to return Goods to the Supplier, the Supplier reserves the right to organise collection and charge the Customer for the costs of doing so and for any losses incurred.
10: EXAMINATION AND ACCEPTANCE
10.1 The Supplier takes a great deal of care to ensure that Goods leave its premises in good condition. If, however, there is obvious damage to the Goods, the Customer should make a note of the damage at the time of receipt.
10.2 The Customer shall inspect the Goods immediately upon receipt. The Supplier shall not be liable for loss of, defects to or shortages of Goods discoverable on reasonable inspection (or for total loss of the Goods in transit, if delivery is arranged), unless the Customer notifies the Supplier within 3 days of receiving confirmation of the Customers date of collection, or within 24 hours of delivery (whichever is earlier). If the Customer does not give any such notice then the Goods shall be considered to have been received in full and accepted by the Customer. Notice under this clause 10.2 can be given by email or telephone.
10.3 If after notifying the Supplier of its intention to reject the Goods, the Customer deals with the Goods as owner or if any of the Customer’s conduct is inconsistent with such rejection or with the ownership of the Goods by the Supplier, the Customer shall be deemed to have accepted the Goods and be bound to pay for them.
10.4 If the Customer does not reject the Goods within the timescale outlined at Clause 10.2, or if the Customer has used or installed them after having rejected them, the Supplier will deem the Customer to have accepted them.
10.5 The Supplier reserves the right to arrange to inspect Goods and to request documentary evidence, such as photographs, to demonstrate any defects.
10.6 If the Supplier accepts on inspection or photographic evidence that the Goods are defective then (subject to the notification requirements at Clause 10.2) the Supplier will either (i) refund the price of the Goods (exclusive of VAT), in full or in part on a pro-rata basis, or (ii) repair or replace the Goods if repair or replacement is possible, provided that the Customer will return the Goods (or the part of such Goods which are defective) to the Supplier.
10.7 If the Supplier does not agree that Goods are defective, or if any defect is deemed to be through fault of the Customer, the Supplier reserves the right to recover any associated costs from the Customer (such as the cost of carrying out an inspection) and to reject any claim in respect of alleged damages or defective Goods. In these circumstances, the Customer will be expected to bear the cost of collection and/ or redelivery and/or replacement goods.
10.8 The Customer will not be entitled to a reject Goods delivered or claim damages in respect of any deviations in quantity of goods delivered of 3% or less of value from that set out in the Contract and the Customer shall be obliged to accept and pay for the Goods as per the Contract.
11: DELIVERY AND COLLECTION
11.1 The Suppliers Delivery Policy is available on the Suppliers Site here.
11.2 The Supplier aims to deliver Goods within the timescale relevant to the Customer’s location and will provide an estimated delivery date (or, if requested, an estimated Collection date) as part of the Order Confirmation. If the estimated date is not convenient the Customer should call the Supplier on 01423 223273, within 12 hours of receiving its Order Confirmation, to re-arrange an alternative time. If the Customer would prefer to collect the Goods the Customer should notify the Supplier before placing an Order. The Supplier’s customer services team can be contacted on 01423 223273 or by email at
11.3 If Goods are being imported from abroad or the Goods ordered are not in stock at the time of purchase, delivery may be in excess of 30 days.
11.4 The Supplier’s scheduled delivery times are between 8:30am and 6.00pm. Deliveries are usually via a third-party pallet network and/or courier, for which the Supplier is not responsible. All delivery times are estimates only and cannot be guaranteed. Estimated times for delivery are not of the essence and the Supplier’s failure to meet an estimated delivery date shall not entitle the Customer to repudiate the Contract.
11.5 The Supplier recommends that the Customer does not book contractors or tilers on the day of delivery and will not be held responsible for any losses the Customer incurs from doing so, should delivery be delayed.
11.6 The Supplier shall not be liable for any failure to deliver, or for any delay in delivery of the Goods, or damage to Goods delivered, arising from circumstances beyond its reasonable control.
11.7 Due to their weight and dimension, Goods are usually delivered on a 17 ton lorry, with a tail-lift and pallet-truck for moving tiles. The Customer must notify the Supplier about any obstacles at the Customer’s chosen delivery location (Delivery Location) which may affect delivery, such as low hanging sign posts and trees, low bridges, narrow country roads and steep gradients, as well as any parking and/or unloading restrictions at the Customer’s chosen address, including double yellow lines. The Customer can provide this information by calling the Supplier’s customer services team on 01423 223273. Where possible in such circumstances the Supplier will try to deliver by smaller vehicle, but this cannot be guaranteed. Delivery by smaller vehicles may incur additional delivery charges and delivery schedules. The Supplier reserves the right to recover from the Customer, and the Customer agrees to pay, any costs incurred on delivery, such as fines incurred for parking and/or unloading in restricted areas.
11.8 The Goods will be delivered by way of an economy kerb-side drop. It is the Customers responsibility to move Goods to their final destination once delivered.
11.9 If no one is available at the Customer’s address to take delivery, or if Goods cannot be dropped-off because of difficulties accessing the drop-off point, the Supplier reserves the right to levy a charge for having to abort the delivery and for the cost of any redelivery and/or storage charges.
11.10 Delivery of an order shall be completed when either (i) the Supplier delivers the Goods to the Delivery Location; or (ii) the Customer, or a carrier organised by the Customer, collects the Goods.
11.11 The Customer will be responsible for the removal of all packaging after delivery. This will include the disposal of any wooden pallet supplied with delivery.
11.12 The Supplier shall be entitled to make delivery of the Goods by instalments and to invoice the Customer for each instalment dispatched. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.
11.13 Where Goods are to be supplied or delivered by the Supplier in accordance with periodic delivery schedules or similar notification of the Customer’s delivery requirements, the Customer shall not be entitled to cancel or vary any such delivery schedule or requirement which is expressed by the Customer to be a firm requirement without the Supplier’s prior written consent and the Supplier shall be entitled to reimbursement of any additional costs and expenses incurred or suffered as a result of such cancellation or variation.
11.14 If the Customer arranges to collect Goods from the Supplier’s premises, either in person or via a third party carrier, the risk in the Goods will pass to the Customer on collection (see clause 13). The Supplier will not be liable for any damage or breakages incurred while the Goods are in transit after collection. It is essential that:
11.12.1 The Customer checks the weight and dimensions of the Order before collection and ensures that a suitable vehicle is used - one which is able to accommodate the weight and volume of the Goods and which can be loaded by fork-lift truck. The Supplier’s warehouse staff will only load Goods onto a collection vehicle if it is safe to do so; and
11.12.2 The Customer ensures that the Goods are packed securely to avoid any damage in transit.
11.15 Where postponement of delivery or collection is agreed with the Supplier at the Customer’s request the Customer shall, if required by the Supplier, pay all costs and expenses incurred as a result of such postponement (including a reasonable charge for storage and insurance of the Goods and interest on the price of the Goods). The Goods shall be held at the Customer’s risk as from the time of postponement.
11.16 If performance of the Contract is suspended at the Customer’s request or delayed through default of the Customer’s, including (without limitation) lack of, incomplete or incorrect instructions or refusal to collect or accept delivery of the Goods for a period of 14 days, the Supplier shall be entitled to payment at the Contract rate for Goods supplied or ordered and any other additional costs thereby incurred including storage, insurance and interest PROVIDED THAT if the Customer fails to collect or accept delivery of the Goods or any part thereof within 7 days of written notification from the Supplier that the Goods are ready for collection or delivery, the Supplier shall be entitled (without prejudice to any other remedies under the Contract for such breach) to sell or, at its option, destroy the Goods and to apply the proceeds of sale thereof if sold, and the scrap value if destroyed, towards payment of all sums due to the Supplier under the Contract.
11.17 The Supplier shall be entitled to withhold or suspend delivery of any Goods where any amounts payable by the Customer are overdue on any account whatsoever, or where the Supplier has reasonable grounds for believing the Customer will not be able to pay the price for the Goods or any other amount due to the Supplier, unless and until such amounts are paid in full, in cleared funds.
11.18 Any liability of the Supplier for non-delivery of the Goods shall be limited to replacing the Goods and within a reasonable time reissuing a credit note for the pro-rata Contract rate against any invoice raised for such Goods
12: INTERNATIONAL DELIVERY
12.1 The Supplier does not typically deliver Goods abroad, but is happy to discuss any requirements the Customer may have for international deliveries. If the Customer has any queries relating to international deliveries the Supplier’s customer services team can be contacted on 01423 223273. International orders will not be accepted on-line.
12.2 If the Customer orders Goods for delivery to an international destination, the Order may be subject to import duties and taxes which are applied when the delivery reaches that destination. The Supplier has no control over these charges and cannot predict their amount.
12.3 The Customer will be responsible for payment of any such import duties and taxes. The customer should contact its local customs office for further information before placing an Order.
12.4 The Customer should indemnify the Supplier against all and any losses and costs for which the Supplier is required to pay in respect of, or incidental to the Order and referred to in clauses 12.2 and/or 12.3.
13: RISK AND TITLE
13.1 All Goods shall remain the Supplier’s property and legal and beneficial title to the Goods shall remain with the Supplier until the Customer has paid all sums due to the Supplier under the Contract and any other contract in full in cleared funds.
13.2 The Goods will be at the Supplier’s risk (including all losses for breakages and damage) from the time of delivery or collection. If the Customer arranges for Goods to be collected by a third party carrier, risk will pass to the Customer when the third party carrier collects the Goods.
13.3 If the Customer receives Goods before payment is received by the Supplier in full, the following clauses will apply:
13.3.1 The Customer shall maintain in satisfactory condition and at its own risk and expense insure all Goods supplied by the Supplier from the date of delivery for their full replacement value against all the usual risks and keep all Goods safe and in good condition stored separately and clearly identifiable as the Supplier’s property with all identifying marks intact and legible.
13.3.2 The Customer shall store or otherwise denote consignments of the Goods in respect of which legal title remains with the Supplier in such a way that the same can be recognized as the Supplier’s property and where the same type of goods have previously been supplied by the Supplier and in which legal title has passed to the Customer, the Customer shall ensure that such goods are lent, sold, hired or otherwise utilized in priority to the Goods supplied under this Contract. The Customer shall not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods.
13.3.3 The Customer shall hold the Goods on a fiduciary basis as the Supplier’s bailee and may use or sell the Goods or any of them in the ordinary course of its business on the basis that any proceeds of sale shall be held in trust by the Customer for the Supplier absolutely until the Customer has paid all sums due to the Supplier under the Contract in full. The Customer’s rights under this clause shall be conditional upon the Customer including a retention of title clause substantially in the form of that contained at Condition 13.1 above in all contracts entered into by the Customer for the sale of the Goods or any of them.
13.3.4 The Customer’s rights under clause 13.3.3 shall terminate immediately on notice from the Supplier or automatically on the presentation of a petition for the Customer’s winding-up or for the making of an administration order in relation to the Customer or if the Customer has a Receiver or Administrative Receiver appointed over any of its assets or undertaking or the Customer goes into voluntary liquidation (other than for the purposes of a bona fide reconstruction or amalgamation of a solvent supplier) or if the Customer ceases to carry on business or applies or proposes or makes any compromise, arrangement or voluntary arrangement with its creditors or is unable to pay its debts (within the meaning of Section 123 or 268 (as appropriate) of the Insolvency Act 1986) or upon the happening of any equivalent event under the laws of any relevant jurisdiction, or the Customer encumbers or in any way changes any of the Goods. The Customer grants the Supplier, the Supplier’s agents and employees an irrevocable licence at any time to enter into any premises where the Goods may be stored to recover them where the Customer’s rights to possess them are terminated.
13.3.5 The Supplier and the Supplier’s agents and employees may at any time enter the Customer’s premises for the purpose of inspecting the Goods and identifying them as the Supplier’s property and the Customer irrevocably authorizes the Supplier to enter upon the Customer’s premises for that purpose.
13.3.6 Upon the termination of the Customer’s powers of use and sale under clause 13.3.3 above the Supplier shall be entitled at its option:
22.214.171.124 to cancel all or any part of any orders for Goods placed by the Customer and not yet delivered (whether or not accepted or whether or not under the Contract or any other contract); and/or
126.96.36.199 to deal direct with any of the Customer’s customers and/or to resell the Goods and any proceeds of any sale to such customers shall belong to us absolutely.
13.4 On termination of the Contract, howsoever occurred, the Supplier’s rights contained in this clause 13 shall remain in effect
13.6 Title and risk in any returned Goods (in which title and risk has already passed) will not pass back to the Supplier until the Supplier is satisfied on receipt of the Goods, and on inspection, that they are in satisfactory condition and suitable for re-sale (or in the case of return due to defect, that the Goods are defective).
14: PRICE OF GOODS AND DELIVERY CHARGES
14.1 Unless otherwise agreed in the Contract, or agreed by the Supplier in writing the price of the Goods will be as quoted on our published price list at the time the Order is submitted.
14.2 If ordering on-line, the prices of the Goods will be as quoted on the Suppliers Site.
14.3 The Supplier takes all reasonable care to ensure that the prices of Goods are correct. However, the Customer is referred to Clause 14.11 for what happens if the Supplier discovers an error in the price of Goods the Customer orders.
14.4 The price of Goods quoted does not include the cost of cases or other packing materials, the cost of delivery or insurance of the Goods in transit, which the Customer shall pay in addition.
14.5 The price of the Goods is exclusive of Value Added Tax.
14.6 Any quotation given by the Supplier is valid for a period of 30 days from the date it is issued, provided that the Supplier has not previously withdrawn it.
14.7 Where the price has been quoted based on stated production runs and specific delivery periods, we reserve the right to vary the price for the Goods should the Customer order different quantities from those stated and/or require delivery over a different period.
14.8 The Supplier reserves the right to vary the price of Goods without notice by any amount attributable to a change in or insufficiency of the Customer’s instructions, change of law, any variation in the cost of materials, labour, transport, duties, taxes, exchange rates or any costs of whatsoever nature between the date of the Contract and the date of delivery or completion of payment.
14.9 If the rate of VAT changes between the date of the Customer’s order and the date of delivery, the Supplier will adjust the VAT the Customer pays, unless the Customer has already paid for the Goods in full before the change in VAT takes effect.
14.10 The Supplier’s delivery charges vary depending on the distance of the Customer’s delivery address from the Supplier’s distribution centre, the weight of the Goods ordered and the means of delivery used, including the type of vehicle. If ordering on-line, delivery options and costs will be calculated as part of the order process and the Customer’s available options will be made clear before the Customer places an Order.
14.11 The Supplier supplies a large number of Goods. It is always possible that, despite the Supplier’s best efforts, some of the Goods on the Supplier’s Website or published price lists may be incorrectly priced. The Supplier will normally check prices as part of its dispatch procedures so that:
14.11.1 where the correct price of Goods is less than the price stated on the Supplier’s Website, or published price list, the Supplier will charge the lower amount when dispatching the Goods to the Customer. However, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by the Customer as a mispricing, the Supplier does not have to provide the Goods to the Customer at the incorrect (lower) price; and
14.11.2 if the correct price of the Goods is higher than the price stated on the Supplier’s Website, or published price list, the Supplier will contact the Customer as soon as possible to inform the Customer of this error and the Supplier will give the Customer the option of continuing to purchase the Goods at the correct price or cancelling the Customer’s Order.
15.1 Unless individual credit terms are agreed between the Supplier and the Customer, Goods, including any delivery charges, shall be paid for in full, in cleared funds, before any Goods are despatched.
15.2 Payment for any bespoke orders must be received in full and clear funds before the fabrication of such orders will begin.
15.3 If credit terms are arranged, the Supplier may, at its discretion, despatch goods sooner and agree payment no later than the last day of the month immediately following the date of the invoice.
15.4 The Supplier shall be entitled at its sole discretion from time to time to require the Customer to pay up to a maximum of 100% of the price of the Goods on the date the Customer submits an Order and/or up to the date that the Supplier notified the Customer that the Goods are available for collection.
15.5 Where the Goods are delivered by instalments, the Customer shall be obliged to pay for each instalment upon the terms set out in Clauses 15.1 or Clause 15.2 as appropriate.
15.6 The time stipulated for payment shall be of the essence and failure to pay within the period specified shall entitle the Supplier upon the expiration of 7 days notice in writing, to suspend further performance of the Contract pending payment and in addition the Supplier shall be entitled, without liability, wholly or partially to cancel the Contract or any other contract between the Customer and the Supplier without prejudice to any other remedy available to the Supplier. The Customer shall be liable for all cancellation, delivery and ancillary costs incurred by the Supplier arising in respect of any failure to make the payments due under the Contract.
15.7 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Supplier to the Customer as any monies due to the Customer under the Contract.
15.8 The Supplier may at any time in its absolute discretion set off any payment made by the Customer in respect of the Goods to any outstanding debt owed by the Customer to the Supplier.
15.9 All payments due to us under the Contract shall become due immediately upon its termination despite any other provision.
16: INTEREST FOR LATE PAYMENT
16.1 Without prejudice to any other remedy which may be available to the Supplier hereunder or at law, if the Customer fails to pay the price for the Goods in full (including any VAT and delivery charges) by the due payment date, the Customer shall pay to the Supplier during the period commencing on the day following the due date for payment and expiring on the day that payment is received by the Supplier in cleared funds, interest at the rate in force on the due date for payment pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 on the total amount outstanding accruing on a daily basis until payment is made, whether before or after any judgment.
16.2 If at any time the payment of any invoice falls overdue, whether such invoice is issued by the Supplier under this Contract or any other contract, all invoices issued by the Supplier under this Contract or any other contract shall immediately become due and payable.
16.3 The Customer shall on demand fully indemnify and hold the Supplier harmless against all charges, costs, expenses and liabilities incurred by the Supplier or its agents in the collection of any monies due from the Customer whether under this Contract or any other contract.
17: THE SUPPLIER’S LIABILITY
17.1 Subject to Condition 17.2 and Condition 17.3, the total liability of the Supplier to the Customer in respect of:
17.1.1 any breach of these Terms;
17.1.2 any use made or resale by the Customer of any of the Goods, are of any product incorporating any of the Goods; and
17.1.3 any representation, statement of tortuous act or omission including negligence arising under or in connection with the Contract in contract, tort (including negligence/statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for the Goods, exclusive of VAT.
17.2 Nothing in these Terms limits or excludes the Supplier’s liability for:
17.2.1 death or personal injury caused by our negligence;
17.2.2 fraud or fraudulent misrepresentation;
17.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
17.2.2 defective Goods under the Consumer Protection Act 1987.
17.3 Subject to clause 17.2, the Supplier will under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
17.3.1 any loss of profits, sales, business, or revenue;
17.3.2 loss of production, opportunity or loss of bargain;
17.3.3 loss or corruption of data, information or software;
17.3.4 loss of business opportunity;
17.3.5 loss of anticipated savings;
17.3.6 loss of goodwill; or
17.3.7 any indirect or consequential loss;
17.3.8 any claim for loss, damage or any liability of the Customer to any third party.
17.4 Except as expressly stated in these Terms, the Supplier does not give any representation, warranties or undertakings in relation to the Goods. Any representations, conditions or warranties which might be implied or incorporated into these Terms by statute, common law, or otherwise, save for the conditions implied by section 12 of the Sales of Goods Act 1979 is excluded to the fullest extent permitted by law. In particular, the Supplier will not be responsible for ensuring that the Goods are suitable for the Customer’s purposes.
17.5 The Customer acknowledges and agrees that in entering into the Contract, it does not rely on, and shall have no remedy in respect of any statement, representation, or warranty given by any person relating to the Goods or their supply (including as to condition, quality, and fitness for purpose and conformity with any sample). All warranties implied by statute, common law, custom or otherwise as to the condition or quality of the good, or fitness for purpose of the Goods, or correspondence with any sample are hereby excluded.
18.1 The Supplier shall be entitled at any time with immediate effect and without prejudice to any other of its rights under the Contract following a breach of the Contract by the Customer which is incapable of remedy, or a remediable breach of this Contract which the Customer fails to remedy within 14 days after notice of the breach, or a series of persistent breaches of the same provision of this Contract and the Customer commits a similar breach within 14 days after notice of the breaches to:-
18.1.1 suspend further performance of the Contract, and of any other contract between the Supplier and the Customer until the default has been made good;
18.1.2 terminate the Contract or any other contract between the Supplier and the Customer or any unfulfilled part of the Contract; and
18.1.3 make partial supplies of the Goods.
18.2 Notwithstanding such termination as set out in clause 18.1 the Customer shall pay to the Supplier the price for all completed work, all materials used and for all or any Goods delivered up to and including the date of termination (including VAT and the cost of delivery).
18.3 The Customer shall on demand fully indemnify and keep the Supplier fully indemnified against any resulting loss, damage or expense incurred by us in connection with the supply or non-performance or termination of the Contract whether in whole or in part, including but not limited to the cost of any material, plant or tools used or intended to be used and the cost of labour and other overheads including a percentage in respect of profit.
18.4 Either party shall be entitled to terminate the Contract immediately by notice to the other party if the following events occur in relation to the other party: the other party shall be made bankrupt, or if a body corporate, be dissolved, liquidated or wound up or have a petition for winding up presented against it which is not withdrawn within 30 days of its presentation or pass a resolution for voluntary winding up, or have a petition for the making of an administration order presented against it, or have a receiver or administrative receiver appointed to the whole or a part of its undertaking or assets or convene any meeting of its creditors or make an arrangement or otherwise compound or compromise with its creditors or cease or threaten to cease trading or suffer any similar event in any jurisdiction relevant to that party.
19: FORCE MAJEURE
19.1 The Supplier will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under a Contract that is caused by an Force majeure Event, as defined below in clause 19.2
19.2 If the Supplier is prevented or hindered from performing the Contract or any part of the Contract by circumstances beyond its reasonable control including (without limitation) acts of God, strikes, lockouts or other industrial action, inability to obtain materials or labour, power or machinery breakdown or failure, fire, flood, civil commotion, riot, protest, terrorism problem, war, natural emergency or any course of whatever kind and whenever occurring (“Force Majeure Event”), further performance of the Contract shall be suspended for so long as the Supplier is so prevented or hindered. The Supplier shall not have liability to the Customer for direct, indirect or consequential loss or damage suffered by the Customer because of delayed delivery, non-delivery or otherwise as a result of our inability to perform our obligations under the Contract by reason of any such circumstances.
19.3 The Contract is not cancellable by the Customer upon the occurrence of a Force Majeure Event without the express written consent of a director or other authorised person on behalf of the Supplier.
20: COMMUNICATIONS BETWEEN US
20.1 Notices under this Contract shall be in writing and sent by hand, courier, registered post, first class post, or facsimile, to the address of the other party (or any other address, which a party by notice states for this purpose).
20.2 Notices shall be deemed to have been received: if sent by hand, courier or registered post, on delivery; if sent by post, on the second day from but excluding the day of posting if sent to an address in the United Kingdom.
21: OTHER IMPORTANT TERMS
21.1 The Supplier may transfer its rights and obligations under a Contract to another organisation, but this will not affect the Customer’s rights or obligations under these Terms.
21.2 Unless otherwise stated, the Customer shall not without the Supplier’s prior written consent assign, transfer, sub-contract, delegate, charge or mortgage or otherwise dispose of the benefit of this Contract or any of its rights, obligations or authorization under this Contract
21.3 This Contract is between the Customer and the Supplier. No other person shall have any rights to enforce any of its terms whether contractual, statutory or otherwise whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
21.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
21.5 If the Supplier fails to insist that the Customer perform any of its obligations under these Terms, or the Supplier does not enforce its rights against the Customer, or if the Supplier delays in doing so, that will not mean that the Supplier has waived its rights against the Customer and will not mean that the Customer does not have to comply with those obligations. If the Supplier does waive a default by the Customer, it will only do so in writing, and that will not mean that the Supplier will automatically waive any later default by the Customer.
21.6 The Supplier shall not be considered to have given any consent or approval required under this Contract until it has been issued in writing.
21.7 This Contract shall not operate so as to create a condition partnership or joint venture of any kind between the parties hereto.
21.8 Any 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 law of England and Wales.
21.9 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).
Our Terms and Conditions may change from time to time and all updates will be posted on this page. These Terms and Conditions were last updated on November 2022.
These Terms and Conditions are Copyright © 2023 Trade Price Stone Ltd and may not be reproduced in whole or in part in any format, be that electronic such as a web page, PDF or text file or on printed materials at any time unless given written permission to do so by Trade Price Stone Ltd.