Legals

TERMS AND CONDITIONS OF SALE

1. DEFINITIONS

1.1 ‘BUYER’

means the person who buys or agrees to buy the Goods from the Seller.

1.2 ‘CONDITIONS’

means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.

1.3 ‘DELIVERY DATE’

means the date specified by the Seller when the Goods are to be delivered.

1.4 ‘GOODS’

means the articles which the Buyer agrees to buy from the Seller.

1.5 ‘PRICE’

means the price for the Goods carriage, packing, excluding insurance and VAT and such other extra charges as may be quoted by the Seller or as may apply in accordance with these conditions.

1.6 ‘SELLER’

means Hardscape Products Limited whose registered office is at: 14 Ashworth House, Deakins Business Park, Egerton, Bolton BL7 9RP.

2. CONDITIONS APPLICABLE

2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may seek to apply under any purchase order confirmation of or similar document.

2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.

2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.

2.4 Any variation to these Conditions (including any special terms and Conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

2.5 Any advice, recommendation or representation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage application or use of the Goods or otherwise which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice, recommendation or representation which is not so confirmed.

These terms and conditions and any documents incorporating them or incorporated by them constituting the entire agreement and understanding between the parties.

2.6 Nothing in these Terms & Conditions shall affect the statutory rights of any Buyer dealing as a consumer.

3. PRICE & PAYMENT

3.1 The price shall be the Seller’s quoted price. The price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller’s invoice.

3.2 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 5% above Bank of Scotland plc’s base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.

3.3 Payment is due Net monthly. If this condition is not complied with the Seller reserves the right to require payment by pro forma invoice, and to appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract) as the Seller may think fit.

3.4 The Seller reserves the right to grant, refuse restrict or cancel credit terms in its sole discretion.

3.5 In the event of non payment of any account as and when it falls due, whether such payment relates to the same or any other contract entered into by the Buyer, the entire balances outstanding upon the Buyer’s various accounts with the Seller (including accounts due for Goods supplied but not yet invoiced) will become immediately due and payable.

3.6 No disputes arising under the contract nor delays shall interfere with prompt payment by the Buyer. The Buyer may not set up against the Seller any breach of warranty or condition (express or implied) in diminution or extinction of the price and Section 53(1) (a) of the Sale of Goods Act 1979 is hereby excluded.

3.7 Unless otherwise stated our quotations are based on current cost of material and transport and any variation between quotation and supply shall be the subject of a price adjustment.

3.8 Quotations may be withdrawn by the Seller at any time and if not shall lapse 30 days from their date.

3.9 Quotations are based on full lorry loads and are subject to surcharge when this is not the case.

4. THE GOODS

4.1 Whilst every effort will be made to avoid variations of shades and sizes in Goods delivered the Seller neither guarantees nor warrants that such variations will not occur, or that the Goods will conform to any sample either in quality or colour. By nature of the products supplied, a bigger variance in size, shape, colour, texture and general quality should be expected when re-claimed stone products are supplied compared to new products.

4.2 All materials are sold as being within the relevant standard if any for manufacture for the product quoted as may be agreed between the Seller and the Buyer or to such other standard as the Seller considers in its absolute discretion to constitute an appropriate standard for that product.

4.3 The Seller is continually improving the specification and design of its product range and whilst care is taken to see that literature produced by the Seller is up to date on the date of its production, such literature should not be regarded as an absolute guide to current specification and the Seller reserves the right to modify any of its products without notice and without any liability on the part of the Seller.

4.4 The Seller may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements.

5. WARRANTIES & LIABILITY

5.1 The Seller will not accept any claim for consequential loss of any kind however caused.

5.2 No claim will be entertained by the Seller if made where the materials have been incorporated, whether by or on behalf of the Buyer, or by anyone else, into other Goods.

5.3 We accept no liability for any defect identified to any goods supplied once they have been fixed, unless such defect would not have been reasonably obvious prior to the goods being fixed. If a product issue is identified, goods should be set aside and the issue communicated to Hardscape for advice as to a suitable remedy. Failure to follow this procedure may result in any claim relating to a product defect, null and void.

5.4 The Seller’s liability for any failure to supply or any defects or want of quality in the Goods supplied hereunder shall not exceed an amount equivalent to the Price save in the case of death or personal injury where the Seller is shown to have failed to exercise care in the supply of Goods.

5.5 All implied terms, conditions and warranties relating to the quality and/or fitness for purpose of the Goods or any of the Goods are excluded.

6. DELIVERY

6.1 Delivery dates are given as accurately as possible but while every reasonable effort will be made to comply with such dates compliance is not guaranteed and the customer shall have no right to damages or to cancel the order for failure for any cause to meet any delivery date stated.

6.2 Where the price includes delivery to site delivery will be at the nearest point via and on a hard road suitable for heavy vehicles. The Buyer will be responsible for ensuring that delivery is effected promptly and without cost to the Seller. If a vehicle used for performing the Seller’s contract with any Buyer delivers a load to a place situated off a public road the Buyer is to be solely responsible for any accident or damage resulting in consequence.

6.3 The Seller allows one hour for off loading vehicles. If a vehicle is detained in excess of this time the Seller reserves the right to make additional charges.

6.4 Prices only cover delivery on normal working days during working hours. Any delivery made at the Buyer’s request on public holidays, weekends and outside working hours will be subject to additional charge.

6.5 If the Buyer fails to accept delivery of Goods on the delivery date or within 3 days of notification that they are ready for despatch whether prior to or after the delivery date the Seller reserves the right to invoice the Goods to the Buyer and charge him therefore. In addition the Buyer shall then pay reasonable storage charges or demurrage as appropriate in the circumstances until the Goods are either despatched to the Buyer or disposed of elsewhere.

6.6 The Seller shall be entitled to deliver the Goods by instalments and where the Goods are so delivered, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat any other related contracts as repudiated.

6.7 Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within 3 months of the delivery date.

7. ACCEPTANCE

7.1 The Buyer shall be deemed to have accepted Goods 72 hours after delivery to the Buyer. Accordingly, no claim for defect, damage or quality will be entertained unless written notice together with all supporting evidence is received by the Seller within 72 hours of delivery.

7.2 The Buyer shall accept delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or lesser than the quantity purchased provided that any such discrepancy shall not exceed 5%, the price to be adjusted pro rata to the discrepancy.

8. TITLE & RISK

8.1 Risk of damage or loss of the Goods shall pass to the Buyer in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection, or in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery.

8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and of all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.

8.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the course of its business but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

8.4 Until such time as the property in the Goods passes to the Buyer (and provided that the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or of any third party where the Goods are stored and repossess the Goods.

8.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

8.6 The Seller shall be entitled to recover the Price notwithstanding that property in any of the Goods has not passed from the Seller.

9. INSOLVENCY OF BUYER

9.1 If the Buyer fails to make payment for the Goods in accordance with the contract of sale or commits any other breach of this contract of sale or if any distress or execution shall be levied upon any of the Buyer’s property or the Goods or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver administrator administrative receiver or manager shall be appointed over the whole or any part of the Buyer’s business or assets or if the Buyer shall suffer any analogous proceedings under foreign law or if any such matter as provided for in this clause is reasonably apprehended by the Seller all sums outstanding in respect of the Goods shall become payable immediately.

9.2 The Seller may also in its absolute discretion, and without prejudice to any other rights which it may have, exercise any of its rights pursuant to clause 8 above.

10. HEALTH & SAFETY

10.1 The Buyer shall ensure that the Goods are offloaded, located and used properly and responsibly in accordance with the Health and Safety at Work Act 1974 and any other relevant statutory provisions.

10.2 The Buyer is solely responsible for the removal and disposal of any packaging in respect of the Goods.

11. FORCE MAJEURE

11.1 The Seller shall not be liable for any failure to deliver Goods arising from circumstances outside the Seller’s control.

11.2 Non-exhaustive illustration of such circumstances would be an act of God, war, riot, explosion, abnormal weather conditions, fire, flood, strikes, lockouts, Government action or regulations (UK or otherwise) delay by suppliers, accidents and shortage of materials, labour or manufacturing facilities.

11.3 If the circumstances preventing delivery are still continuing three months after the said circumstances have arisen, then either party may give written notice to the other cancelling the contract and neither party shall be under any further liability to the other except that the buyer shall be liable to pay the contract price less a reasonable allowance for what has not been performed by the Seller.

12. WAIVER

12. 1 No waiver by the Seller of any breach of a contract for the sale of Goods by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision or contract.

13. SEVERANCE

13.1 Any provision of this contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of this contract.

14. ASSIGNMENT

14.1 This contract is personal to the Buyer and the Buyer shall not assign any of its rights or obligation under it without the Seller’s written consent.

15. NO SET OFF

15.1 The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off or counterclaim which the Buyer may have or allege to have or for any reason whatever.

16. GOVERNING LAW & JURISDICTION

16.1 All contracts between the Seller and Buyer shall be governed in all respects by the law of England and the Buyer hereby submits to the exclusive jurisdiction of the English courts.

TERMS AND CONDITIONS OF PURCHASE

1. DEFINITIONS

1.1 ‘BUYER’

means Hardscape Products Limited whose registered office is at: 14 Ashworth House, Deakins Business Park, Egerton, Bolton BL7 9RP.

1.2 ‘CONDITIONS’

means the terms and conditions of purchase set out in this document and any special terms and conditions agreed in writing by the Buyer and/or REQUIRED by the Buyer.

1.3 ‘DELIVERY DATE’

means the date specified by the Buyer when the Goods are to be delivered.

1.4 ‘GOODS’

means the articles which the Buyer agrees to buy from the Seller.

1.5 ‘PRICE’

means the price for the Goods carriage, packing and insurance but excluding vat less such sums as the Buyer may be entitled to deduct/set off in accordance with these conditions.

1.6 ‘SELLER’

means the person who sells or agrees to sell the Goods to the Buyer.

2. CONDITIONS APPLICABLE

2.1 These Conditions shall apply to all contracts for the purchase of Goods by the Buyer from the Seller to the exclusion of all other terms and conditions including any terms or conditions which the Seller may seek to apply under any sales offer, quotation, order confirmation or similar document.

2.2 Despatch or delivery of the Goods by the Seller shall be deemed conclusive evidence of the Seller’s acceptance of these Conditions.

2.3 Any variation to these Conditions (including any special terms and Conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Buyer.

2.4 The Buyer shall be entitled to rely upon any advice, recommendation or representation given by the Seller or its employees or agents to the Buyer or its employees or agents including without limitation as to the delivery, storage, application, fitness for purpose, compliance with relevant standards or use of the Goods or otherwise.

3. PRICE AND PAYMENT

3.1 The Price shall be the Seller’s quoted price. The price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller’s invoice.

3.2 The Buyer may set off against the Price (including any applicable VAT) any amounts due or claimed from the Seller whether under the applicable contract of sale or otherwise.

4. THE GOODS

4.1 The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller.

4.2 The Seller shall ensure that all the Goods shall be manufactured, stored, tested and packed in accordance with all British Standards applicable to them and that all the Goods are of merchantable quality and fit for purpose or purposes for which the Buyer intends to use such Goods.

4.3 The Seller shall comply with the specification and all applicable British Standards and legal requirements concerning the designs , manufacture, processing, storage and testing of the Goods.

4.4 The Seller shall permit the Buyer to inspect and test the Goods during their manufacture and processing.

4.5 If the Buyer is not reasonably satisfied that the Goods or their manufacture or processing comply in all material respects with the contract the Seller without extra cost to the Buyer shall take all steps necessary to ensure due compliance.

5. WARRANTIES & LIABILITY

5.1 The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller.

6. DELIVERY

6.1 The Delivery Date is of the essence of this contract.

6.2 Where delivery is to site delivery will be at the nearest point via and on a hard road suitable for heavy vehicles. The Seller will be responsible for ensuring that delivery is effected promptly and without cost to the Buyer. If a vehicle used for performing the Seller’s contract with the Buyer delivers a load to a place situated off a public road the Seller is to be solely responsible for any accident or damage resulting in consequence.

6.3 If the Seller fails to deliver all of the Goods in accordance with the contract on the Delivery Date then without prejudice to the Buyer’s rights for the breach of contract:

6.3.1 The Buyer may terminate the contract. In this event without prejudice to the Buyer’s other remedies the Seller shall promptly collect any Goods which have been delivered.

6.3.2 Where a delivery of a quantity of the Goods which correspond to the contract which is less than the agreed quantity has been tendered and the Buyer has not exercised its rights of termination under this clause the Buyer may accept the Goods which correspond to the contract and recover for the Seller’s breach in respect of the failure to deliver the remainder of the Goods.

6.3.3 The Buyer may require the Seller promptly to deliver sufficient goods which correspond to the contract to comply with the quantity required.

6.4 The Buyer may exercise these rights by written notice to the Seller.

6.5 The Buyer shall be entitled to require delivery of the Goods by instalments and where the Goods are so delivered, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these conditions or any claim by the Buyer in respect of any one or more instalments shall entitle the Buyer to treat any other related contracts as repudiated.

7. ACCEPTANCE

7.1 The Seller agrees to permit the Buyer to return any of the Goods which are not in accordance with the contract at any time after delivery notwithstanding that the Goods may have already been accepted by the Buyer or sold on

7.2 The Buyer may by notice to the Seller prior to acceptance reject any Goods which are not in accordance with the contract. The Buyer may set off against any payment due to the Seller (whether under this contract or otherwise) the Price of such Goods. Unless within a reasonable time of receipt of notice of rejection the Seller collects such goods the Buyer may dispose of them as the Buyer shall think fit (provided that if the Buyer sells such Goods the Buyer shall account to the Seller for the net proceeds of such sale).

8. TITLE & RISK

8.1 Title and risk in the Goods shall pass on delivery.

9.REMEDIES OF THE BUYER

9.1 The Seller shall indemnify the Buyer against all claims by the customers of the Buyer and their subbuyers arising out of any breach whatsoever by the Seller of this contract of sale due to want of merchantable quality or lack of fitness for purpose of the Goods or any of the Goods.

9.2 Without prejudice to the other rights of the Buyer for breach by the Seller where any of the Goods supplied to the Buyer are not in accordance with the contract the Seller shall at the option of the Buyer forthwith upon notice being given either repair or replace such Goods. If it is necessary to open up or dismantle any other works or assemblies to permit such repair or replacement then the Seller shall bear the cost of such opening up or dismantling and of reassembly and making good after repairs, replacement and testing of such Goods have been completed to the Buyer’s reasonable satisfaction.

10. WAIVER

10.1 No waiver by the Buyer of any breach of a contract for the sale of Goods by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision or contract.

11. SEVERANCE

11.1 Any provision of this contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not effect any other provision of this contract.

12. ASSIGNMENT

12. 1 This contract is personal to the Seller and the Seller shall not assign any of its rights or obligation under it without the Buyer’s written consent.

13. GOVERNING LAW & JURISDICTION

13.1 All contracts between the Seller and Buyer shall be governed in all respects by the law of England and the Seller hereby submits to the exclusive jurisdiction of the English Courts.