1.1 In these terms and conditions “the Company” shall mean Stoneworks as a trading name of Stone Emporium Ltd. “The Purchaser” shall mean the business, person or body by whom an order is given to the company.

1.2 Some terms apply only to business customers or consumers; these are marked as such. All other terms are deemed to apply to all customers.

1.3 The Purchaser is classed as a business customer if they indicate to the Company that the goods supplied by the Company will be used in the course of their business.

2. APPLICATION OF TERMS

2.1 These terms and conditions shall apply to all quotations and sale of goods by the Company and, unless otherwise agreed in writing and signed by both parties, shall be the only terms and conditions relating to any contract arising thereof. Any other conditions, representations, warranties or descriptions, whether written, oral, express, implied, statutory or otherwise are expressly excluded other than such statutory conditions or warranties as may not be capable of exclusion.

2.2 Consumers only: Your statutory rights are unaffected.

3. PRICES AND QUOTATIONS

3.1 All prices quoted exclude VAT unless otherwise stated. The Company shall be entitled to add to the invoice price and to recover from the Purchaser any VAT or any other tax which is in force at the time of the execution of the contract or any taxes which may be added thereafter and which shall apply to this contract.

3.2 Quotations given by the Company are in good faith and are based on up to date information at the time. Such quotations are open to acceptance within thirty days of issue by the Company.

3.3 Prices quoted by the Company are subject to increase without notice in the event of there being any rise in the market price of the goods after the date of the quotation or order and prior to delivery occasioned by any cause outside the control of the Company.

3.4 Business Customers only: Unless otherwise stated, the price quoted to business customers is an illustrative estimate only and the price invoiced will be the Company’s price current at the time of despatch, such prices superseding and replacing all previous quotations or other prices unless specifically agreed in writing. The Company shall make all reasonable effort to inform the customer of any such increase.

4. AVAILABILITY OF GOODS

4.1 Any order may be cancelled by the Company without notice if the Company is prevented from obtaining, purchasing or manufacturing the goods or from delivering the same by reason or force majeure, civil commotion, adverse weather conditions, strike, lock-out, fire, accident, terrorism, breakdown of plant, machinery of vehicles or any other cause outside the control of the Company, and the Company will not accept liability for delays, damages or any other consequences arising from or contributing to any such matters.

5. DELIVERY AND TITLE TO GOODS

5.1 All delivery times quoted are the best estimate of the Company given in good faith and are based on up to date information at the time.

5.2 Unless otherwise specifically stated, all quotations exclude any delivery charges.

5.3 Whilst the Company will make every effort to deliver goods to such points on a site as may be requested by the Purchaser, the Company does not undertake to deliver to any specific point but merely to the nearest safely accessible point on good road.

5.4 The Company will not be liable for any damage done to goods from offloading or handling on-site, unless such damage is occasioned by the act or neglect of the Company’s agent or servant.

5.5 If there is no proper site access, storage space or unloading facilities, the Company reserves the right to withhold delivery and charge for wasted journey.

5.6 If the Company holds goods for more than 14 days from receipt of delivery instructions from the Purchaser or the Purchaser does not accept the goods within this period the Company may invoice and be entitled to be paid for such goods and also for the storage time.

5.7 Where goods are collected ex-works by the Purchaser or his servants or agents, the Company’s responsibility ceases when the goods are handed over to the Purchaser or his servants or agents.

5.8 If the Company fails to deliver within a reasonable time after the quoted delivery time, the Purchaser may cancel the contract by informing us in writing. However, the Purchaser may not cancel the contract if the Company receives such notice after the goods have been despatched.

5.9 If the Purchaser accepts delivery of the goods after the estimated delivery time, it will be on the basis that they have no claim against the Company for delay (including indirect or consequential loss or increase in the price of goods).

5.10 Business Customers only: Until payment in full is received by the Company for goods supplied, said goods will remain the property of the Company. If the goods concerned remain unsold in the custody of the Purchaser they shall belong to the Company and be returnable on demand.

5.11 Business Customers only: The Purchaser must inform the Company immediately in writing if they become insolvent. If the Purchaser’s right to use and sell the goods ends they must allow the Company to remove the goods.

5.12 Business Customers only: By making an order the Purchaser gives the Company the right to enter any premises where the goods may be stored at any time to inspect them and, if the Purchaser’s right to use and sell them has ended, to remove them using reasonable force if necessary.

5.13 Despite the Company’s retention of title of the goods, the Company has the right to take legal proceedings to recover the price of the goods supplied should the Company not receive payment by the due date.

5.14 The Purchaser must inspect the goods upon delivery, and if any goods are missing or damaged the Purchaser must inform the Company in writing within seven days of delivery and give the Company or its agent or servant fair chance to inspect said goods.

6. PAYMENT

6.1 Business Customers only: Payment must be made in cleared funds at the same time an order is placed unless credit terms have been otherwise agreed in writing by the Company.

6.2 Business Customers only: Monthly credit facilities shall mean that all goods invoiced for in any one calendar month shall be paid for in full on or before the last day of the following calendar month.

6.3 Business Customers only: In the event of non-payment of any amount due from the Purchaser the whole balance outstanding on the Purchaser’s account shall become payable immediately. In such a case, the Company reserves the right to withhold further deliveries until such payment has been effective, cancel any contract with the Purchaser without being liable to the Purchaser for any loss occasioned or arising therefrom, or cancel any monthly credit facilities. The Company also reserves the right to cancel any discount that may be applicable to the contract entered into by the Purchaser and to charge interest on any outstanding balance at a rate not exceeding fifteen percent per annum.

6.4 Business Customers only: The Purchaser does not have the right to set off any money they claim from the Company against any money they owe the Company.

6.5 Consumers only: Payment must be made to the Company in full upon completion of the templating of the order or, where no templating is required, payment must be made to the Company in full at the same time the order is placed.

6.6 Consumers only: In the event of non-payment, the Company reserves the right to cancel any contract with the Purchaser without being liable to the Purchaser for any loss occasioned or arising therefrom. The Company also reserves the right to cancel any discount that may be applicable to the contract entered into by the Purchaser and to charge interest on any outstanding balance at a rate not exceeding fifteen percent per annum.

6.7 Consumers only: The Purchaser may only set off money claimed from the Company against money owed to the Company with the written agreement of the Company and on such terms as stated by the Company.

6.8 The Purchaser is to indemnify the Company in full and hold us harmless from all expenses and liabilities incurred (directly or indirectly, including finance costs, legal costs and costs incurred by instructing a debt collection agency to recover any debt due to us) following any breach by the Purchaser of any of their obligations under these terms.

7. SAMPLES

7.1 Samples of products are supplied as an indication of colour, texture, pattern and general appearance only, and bulk supplies cannot be guaranteed to correspond in every respect. Technical data or specifications are intended as a guide only, and if the Purchaser wishes to rely on any such matter as a term of contract the same must be put in writing and signed by both parties prior to entering the contract. If the Company supplies a sample, it is on the express understanding that any subsequent sale will not be a sale by sample (as described in Section 15 Sale of Goods Act 1979 (amended 1994)) unless the Company agrees otherwise in writing.

8. WARRANTIES

8.1 The Company warrants that the goods comply with their description (allowing for clause 7.1) and are free from material defect at the time of delivery.

8.2 Business Customers only: The Company gives no other warranty (and exclude any other warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.

8.3 In the event of a defect in the goods, the Purchaser must inform the Company in writing within seven days of delivery of said goods. If the Company is satisfied that the defect is the result of inaccurate description, poor workmanship or unsound materials the Company shall, at its own expense, replace the goods with goods free of such defect (if it is reasonable to do so) or otherwise reach an agreement with the Purchaser.

8.4 The Company shall not be liable in contract tort or otherwise in respect of any loss or damage suffered by the Purchaser as a result of any defect in the goods supplied, delay in despatch or delivery.

9. RETURN OF GOODS

9.1 The Company shall accept the return of goods only by prior arrangement and upon the payment of an agreed handling charge (unless the goods are defective as defined in section 8).

9.2 Any returned goods must be as fit for sale as they were upon delivery to the Purchaser.

9.3 The Company will not accept claims or return of goods in the following circumstances:

(i) Loss or damage in transit in the Purchaser’s own transport or the transport of the Purchaser’s agents or servants or on-site.

(ii) Loss or damage due to any force majeure or Act of God beyond the control of the Company.

(iii) Where goods have been improperly used, stored or protected.

(iv) Where goods are not suitable for the intended purpose of the Purchaser.

(v) In respect of general weathering or other reasonable wear and tear of the products.

10. CANCELLATION OF CONTRACT

10.1 Contracts with the Company may only be cancelled with the Company’s prior written consent.

10.2 If the Purchaser cancels a contract, they can have no further claim against the Company under that contract.

10.3 In cases where the Company has been required to pay a deposit to a manufacturer or supplier in respect of the Purchaser’s order, the company may require reimbursement of said sum from the Purchaser as a condition of consenting to cancel the contract. In every case where the Company consents to cancellation the Company may, at its discretion, see fit to seek reimbursement for loss suffered by the Company as a result of such cancellation or for stock which the Company may hold or is committed to for the order.

10.4 The Company may suspend or cancel the order by written notice if the Purchaser fails to pay money on or before the due date, becomes insolvent or otherwise fails to honour their obligations under the terms of the contract.

11. VARIATIONS

11.1 Any variation and/or modification to a contract, to be effective, must be approved by the Company in writing and signed by both parties.

11.2 By placing an order with the Company, the Purchaser must waive any written terms they may possess to the extent that they are inconsistent with the terms of the Company.

12. GENERAL

12.1 Obvious errors and omissions are excepted.

12.2 The Purchaser is not an agent of the Company, and therefore has no authority to make any contract on behalf of the Company or in its name.

12.3 English law is applicable to any contract made under these terms. The English and Welsh courts have non-exclusive jurisdiction.

12.4 If any of these terms are unenforceable as drafted, it will not affect the enforceability of any of the other terms.

12.5 The Company may treat the Purchaser as insolvent if they are unable to pay debts as they fall due or if the Purchaser becomes the subject of any formal insolvency procedure or application thereof.

12.6 Any notice which is to be served by either party under these terms may be served by leaving it or otherwise delivering it to the other’s registered office or principal place of business.

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