GRANITE SLABS UK LTD - TERMS AND CONDITIONS

 

1. Definitions and Interpretation

 

1. In these Terms and Conditions:

 
 
‘ADR Notice’                                the notice referred to in clause 18.1.
 
‘Buyer’                                         the person or firm who purchases the Goods from the Supplier.
‘Confidential Information’            has the meaning given in clause 13. ‘Contract’                                                    the contract between the Supplier and the
Buyer for the sale and purchase of the
Goods in accordance with these Terms and Conditions.
‘Dispute Notice’                           has the meaning given in clause 18.1. ‘Force Majeure Event’                            has the meaning given in clause 9. ‘Goods’                                                    the Goods (or any part of them) set out in
the Order.
 
‘Group’                                         In relation to a company, that company, its subsidiaries, its holding companies and their subsidiaries.
 
‘Month’                                         a calendar month.
 
‘Order’                                         the Buyer’s order for the Goods as set out in the Buyer’s purchase order form.
 
‘Specification’                              any specification for the Goods that is agreed in writing between the Buyer and the Supplier.
 
‘Supplier’                                      GRANITE SLABS UK Ltd (Company Number 10351448) whose registered office is at 10-12 Mulberry Green, Old Harlow, Essex, United Kingdom, CM17 0ET.

‘ADR Notice’                                the notice referred to in clause 18.1.
 
‘Buyer’                                         the person or firm who purchases the Goods from the Supplier.
‘Confidential Information’            has the meaning given in clause 13. ‘Contract’                                                    the contract between the Supplier and the
Buyer for the sale and purchase of the
Goods in accordance with these Terms and Conditions.
 
‘Terms and Conditions’                the terms and conditions of sale set out in
this document.
 
‘VAT’                                            value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax.
 
‘Year’                                           a calendar year.
 
 

1. Clause headings shall not affect the interpretation of this Contract.

 

1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

 

1. A reference to a company shall include any company corporation or other body corporate wherever and however incorporated or established.

 

1. Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

 

1. Unless the context otherwise requires, a reference to one gender shall include reference to the other genders.

 

1. A reference to a statute, statutory provision or any subordinate legislation made under a statute is to such statute, provision or subordinate legislation as amended or re-enacted whether before or after the date of this agreement and, in the case of a statute, includes any subordinate legislation made under that statute from time to time.

 

1. A reference to writing or written includes faxes but not email.

1. Any obligation in this Contract on a person not to do something includes an obligation not to agree or allow that thing to be done.

 

1. A reference to a document is a reference to that document as varied or novated (in each case, other than in breach of the provisions of this Contract at any time.

 

1. References to clauses are to the clauses of this Contract.

 

1. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

 

2.Sale of the Goods

 

1. Subject to any variations under clause 2.2, the Supplier will supply and the Buyer will purchase the Goods as set out in the Order on these Terms and Conditions, to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any order, confirmation of order, specification or other document) and in the event of any conflict between these Terms and Conditions and any terms or conditions which the Buyer purports to apply under any order, confirmation of order, specification or other document, then these Terms and Conditions shall prevail.

 

1. These Terms and Conditions apply to all the Supplier’s sales and any variation to these Terms and Conditions shall have no effect unless made in accordance with clause 15. Nothing in this clause will exclude or limit the Seller’s liability for fraudulent misrepresentation.

 

3.Price

 

1. The price of the Goods is the price stated in the Supplier’s quotation or such other price as is expressly agreed by the Supplier and the Buyer. To reserve slabs, the Purchaser must notify the Supplier by email. If the period of the reservation exceeds seven days, a ten percent non-refundable deposit must be paid. The quotation is valid for forty-five days for the purchase to be finalised. After fourty-fix days if the purchase is not finalised then the Goods are returned to the Supplier’s active stock.

 

1. If the price is not fixed by clause 3.1, the price is the price listed in the Supplier’s published price list current at the date when the Contract is made.

 

1. Where at any time before delivery of the Goods

 

1. There is an increase in the cost of raw materials or labour; or

 

1. There are any currency fluctuations increasing the cost of raw materials, the Supplier may adjust the price accordingly.

 

1. The price is exclusive of any applicable VAT, which the Buyer shall be additionally liable to pay to the Supplier.

 

4.Delivery

 

1. Unless otherwise expressly agreed by the Buyer and the Supplier in writing, delivery of the Goods shall be by the Supplier delivering the Goods to an independent carrier chosen by the Supplier for onward transportation to the Buyer, in accordance with the Buyer’s delivery instructions.

 

1. Any delivery dates stated are approximate only and the Supplier is not liable for any delay in delivery of the Goods, howsoever caused. Time of delivery is not of the essence of the Contract.

 

1. Unless otherwise marked on the order, the price will not include cost of delivery.

 

1. Payment

 

1. The Supplier reserves the right at its sole discretion to require the Purchaser to deposit with it a sum equivalent to one third of the total purchase price of the Goods upon acceptance by it of this Order and/or to require the Purchaser to pay the full purchase price of the Goods prior to delivery thereof.

 

1. The Supplier may invoice the Buyer for the price of the Goods or at any time after the date of delivery of the Goods to the independent carrier in accordance with clause 4.1.

 

1. The Buyer must pay the price of the Goods within 30 days of the date of the Suppliers invoice.

 

1. If the Buyer fails to make payment in accordance with clause 5.3 then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:

 

1. Cancel the Contract and/or suspend any further deliveries to the Buyer;

 

1. Appropriate any payment made by the Buyer to such of the goods (or the goods supplied under any contract between the Buyer and Supplier) as the Supplier thinks fit (notwithstanding any purported appropriation by the Buyer); and

 

1. Charge the Buyer interest both (before and after any judgment) on the amount unpaid at the rate of 4 per cent (4%) per annum above the Bank of England base rate from time to time until payment in full is made.

 

6.Property and risk

 
 

1. Ownership of the Goods shall not pass until the Buyer has paid the purchase price in full and there is no amount remaining. The Goods shall not pass ownership to the Buyer by reason of delivery or acceptance thereof.

 

1. If the Buyer is overdue in paying for the Goods, the Supplier may, if still the owner of the Goods, recover and resell them. The Supplier may enter the Buyer’s premises for this purpose and may, if necessary, detach or remove the Goods from any other Goods. This does not affect any of the other rights of the Supplier.

 

1. Until the Buyer has paid the Supplier for the Goods and all other Goods which the Supplier has supplied to the Buyer:

 

1. If the Buyer sells the Goods, the Buyer shall hold the proceeds of sale on trust for the Supplier in a separate bank account; and

 

1. The supplier may trace the proceeds of sale by the Buyer into any bank account or other accounts which the Buyer maintains; and

 

1. The Buyer must store the Goods separately from any other goods in its possession.

 

1. Risk in the Goods passes to the Buyer on delivery in accordance with clause 4.

 

1. If the Goods are destroyed by an insured risk before the Buyer has paid for them, the Buyer must hold any proceeds of insurance on trust for the Supplier.

 

1. Where Goods are sold by the Buyer to a Sub-buyer, title in the Goods will pass to the Sub-buyer.

 

7.Quality

 

1. The Supplier warrants at the time delivery of the Goods shall:

 

1. Conform in all material respects with their description;

 

1. Be free from material defects in design, material and workmanship;

 

1. Be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

 

1. The fit for any purpose held helped by the Supplier.

 

1. Subject to clause 7.3, if:

 

1. The Buyer gives notice in writing to the Supplier within ten days of discovery that some or all of the Goods do not comply with the warranty set out in clause 7.1;

 

1. The Supplier is given a reasonable opportunity of examining such Goods; and

 

1. The Buyer (if asked to do so by the Supplier) return such Goods to the Supplier’s place of business at Supplier’s cost,

 
The Supplier shall, at its discretion, repair or replace the defective Goods, or refund the price of the defective Goods in full. No claim shall be accepted unless the Goods are retained for the inspection of the Supplier and made available for such purpose.
 

1. The Supplier shall not be liable for the Goods failure to comply with the warranty set out in clause 7.1 in any of the following events:

 

1. The Buyer makes any further use of such Goods after giving notice in accordance with clause 7.2;

 

1. The defect arises because the Buyer fails to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

 

1. The defect arises as a result of the Supplier following any drawing, design or specification supplied by the Buyer;

 

1. The Buyer alters or repairs such Goods without the written consent of the Supplier;

 

1. The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

 

1. The Goods to differ from a description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

 

1. Except as provided in this clause 7, the Supplier shall have no liability to the Buyer in respect of Goods’ failure to comply with the warranty set out in Clause 7.1.

 

1. Except as set out in these terms and conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

 

1. These terms and conditions shall apply to any repair or replacement Goods supplied by the Supplier.

 

8.Cancellation

 

1. Cancellation of the order or part thereof by the Purchaser will only be effective if made in writing and received by the Company within twenty-four hours of the date of the Order and such cancellation is acknowledged in writing by the Company. Cancellations will not be accepted if the Goods have been changed in any way including but not limited to fabrication, cutting, damage.

 

9.Limitation of liability

 

1. Nothing in these terms and conditions shall limit or exclude the Supplier’s liability for:

 

1. Death or personal injury caused by negligence, all the negligence of its employees, agents or subContractors (as applicable);

 

1. Fraud or fraudulent misrepresentation;

 

1. Breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

 

1. Defective products under the Consumer Protection Act 1987.

 

1. Subject clause 9.1:

 

1. The Supplier shall under no circumstances whatsoever be liable to the Buyer, whether in Contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

 

1. The Supplier’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in Contract, tort

(including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods; and
 

1. The Supplier shall not be liable for the price of the Goods if the Buyer used the Goods for a purpose not recommended to them by the Supplier. It is the Purchaser’s responsibility to determine if the Goods are suitable for the contemplated use whether or not such use is known to the Supplier; and

 

1. The Purchaser shall ensure that quantities ordered and measurements taken, whether by the Supplier or a third party are correct. The Goods are a natural product or engineered stones and are subject to variations in colour, grain and markings and the Supplier cannot guarantee to match previous orders; and

 

1. The thickness of the Goods is nominal and can vary slightly. The Supplier endeavours to keep the variation within plus or minus three millimetres. Issue with the Goods being over this amount must be reported to the Supplier prior to fabricating to ensure exchange. If the Goods have been fabricated an exchange or refund will not be provided by the Supplier; and

 

1. Technical data, dimensions and other information stated in the current catalogue and price list of the Supplier serve only as a guide and are provided on the understanding that the Supplier shall not be liable in any circumstances for any losses, expenses or damages of any kind which may result in anyway from the use of the information provided; and

 

1. The Supplier shall under no circumstances whatsoever accept any refund, exchange or claim based on variation in colour, grain or markings of Goods that have been laid or fixed. Samples are provided on the understanding that they are merely representative of the Goods.

 

10.References

 

1. The Supplier shall be entitled at any time after the Order has been placed by the Purchaser to seek independent banking or other references in respect of the Purchaser, in the event that in the opinion of the Supplier any such references are not satisfactory then the Order shall be subject to immediate termination if the Supplier so notifies the Purchaser.

 

11.Force Majeure

 

1. The Supplier shall not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delays are caused

by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been for foreseen or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of Suppliers or subcontractors.
 

12.Insolvency

 
If the Buyer:
 

1. Being a company,

 

1. Has a petition presented for its winding up; or

 

1. Passes in resolution for voluntary winding up (other than for the purpose of a bona fide amalgamation or reconstruction)

 

1. Enters into a voluntary arrangement with its creditors; or

 

1. Becomes subject to an administration order; or

 

1. Has a receiver appointed of all or any of its assets; or

 

1. Being an individual or firm,

 

1. Becomes bankrupt or insolvent; or

 

1. Enters into a voluntary arrangement with creditors, then the Supplier shall be entitled to treat the Contract as being at an end or suspend any further deliveries under the Contract. If the Goods have been delivered but not paid for, the price shall become due immediately regardless of any previous agreement to the contrary;

 

1. Subject clause 12.1 and 12.2

 

1. The Buyer shall assign the Supplier within seven days all rights against any person or persons to whom the Goods have been sold; and

1. The Buyer shall pay the Supplier as agreed liquidated damages for the detinue and/or conversion of the Goods, double the agreed price of the Goods; and if any such person shall fail to assign to the Supplier any rights against a third party as required the Buyer shall be liable to payment to the Company of interest thereon at the rate of 4 per cent (4%) per annum above the Bank of England base rate; and

 

1. If the Buyer in any way seeks to impugn the Supplier’s title to the Goods, or shall seek to claim that this conditional sale amounts to a charge on the Buyer’s assets, he shall pay to the Supplier as liquidated damages for slander of title, double the agreed price of the Goods.

 

13.No Partnership or Agency

 

1. Nothing in the Contract is intended to, or shall be deemed two, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make all enter into any commitments four or on behalf of any other party.

 

14.Assignment and Subcontracting

 

1. Neither party may assign or transfer or subcontract any of its rights, benefits or obligations under the Contract without the prior written consent of the other party, provided that either party may assign, transfer or subcontract its rights and obligations under this Contract to another member of its Group.

 

15.Confidentiality

 

1. Each party undertakes that it shall not at any time disclose to any person any confidential information disclosed to it by the other party concerning the business or affairs of the other party or of any member of its Group, including but not limited to information relating to a party’s operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers (Confidential Information), except as permitted by clause 13.2.

 

1. Each party may disclose the other party’s Confidential Information:

 

1. To its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Contract. Each party shall ensure that its employees, offices, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 13;

 
and

 

1. As may be required by law, court order or any governmental or regulatory authority.

 

1. No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Contract. Each party reserves all rights in its confidential information. No rights or obligations in respect of the party’s confidential information other than those expressly stated in this Contract are granted to the other party or to be implied from this Contract. In particular, no licences hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by either party now or in the future.

 

16.Entire Agreement

 

1. This Contract and documents referred to in it constitute the whole agreement and understanding of the parties and supersede any previous arrangement, understanding, or agreements between them relating to the subject matter of this Contract.

 

1. Each party acknowledges that, in entering into this Contract, it is not relied on any statement, representation, assurance or warranty (whether needed negligently all innocently) other than those expressly set out in this Contract at all the documents referred to in it.

 

1. Each party agrees that all liability for and remedies in respect of any representations are excluded except as expressly provided in this Contract

 

1. Nothing in this clause shall limit or exclude any liability for fraud.

 

17.Variation

 

1. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

 

18.Severance

 

1. If any provision or part provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to meet its valid, legal and enforceable. If such modification is not possible, the relevant provision or part provisions shall be deemed deleted. Any modification two or deletion of a provision or part provision under this clause shall not affect the validity and enforceability of the rest of this Contract.

1. If one party gives notice to the other of the possibility that any provision or part provision of the Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provisions say that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

 

19.Third Party Rights

 

1. No term of the Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to the Contract, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.

 

20.Dispute Resolution Procedure

 

1. If a dispute arises out of or in connection with this Contract or the performance, validity or enforceability of it then, except as expressly provided in the Contract, the parties shall follow the dispute resolution procedure set out in this clause:

 

1. The parties shall give to the other written notice of the dispute, setting out its nature and full particulars (Dispute Notice), together with the relevant supporting documentation. On service of the dispute notice the parties shall attempt in good faith to resolve the dispute;

 

1. If the parties are for any reason unable to resolve the dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (ADR Notice) to the other party in requesting a mediation. A copy of the ADR Notice should be sent to CEDR Solve. The mediation will start to not later than 30 days after the date of the ADR notice. Unless otherwise agreed by the parties, the place of mediation shall be nominated by the mediator.

 

1. The commencement of mediation shall not prevent the parties commencing or continuing court proceedings.

 

21.Governing Law and Jurisdiction

 

1. The Contract and any dispute or claim arising out of or in connection with it all its subject matter or formation (including non-Contractual dispute or claims) shall be governed by and construed in accordance with the law of England and Wales.