Standard Terms & Conditions for Sale of Goods/Services
I. DEFINITIONS
In this document the following words shall have the following meanings:
1. "Client" means the organisation or person placing an order with the company
2. "Goods/Services/Services" means the articles/services to be supplied to the Client by The Company;
3. "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
4. "The Company" means Willsher Plant (Cornwall) Ltd, T/A Cornish Stone Products, Treloy Business Park, Trebarber, Newquay, Cornwall, TR8 4JT
II. GENERAL
1. These Terms and Conditions shall apply to sales of Goods/Services by The Company to the Client to the exclusion of all other terms and conditions referred to, offered or relied on by the Client whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Client, unless the Client specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by The Company in writing.
2. Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by The Company.
III. QUOTATIONS
1. The prices, quantities and delivery time stated in any quotation are not binding on The Company. They are commercial estimates only which The Company will make reasonable efforts to achieve.
2. Prices are subject to alteration without notice and the price current at the date of delivery is the contract price unless otherwise agreed in writing
3. Quotations are based on price current at the date of quotation is the contract price unless otherwise agreed in writing
4. Quotation acceptance must be in writing
5. Quotations are valid for 30days from date of quotation, quotations are made with no obligation and may be withdrawn at any time prior to acknowledgement of order acceptance.
IV. PRICE AND PAYMENT
1. The price shall be the agreed price at point of order, unless otherwise agreed in writing between the parties. The price is exclusive of VAT or any other applicable costs.
2. Credit terms may be offered subject to satisfactory credit vetting of the Client by The Company. The offer of credit will be at the sole discretion of The Company.
3. Where credit is offered payment of the price and VAT and any other applicable costs shall be due month end following date of the invoice supplied by The Company, unless otherwise agreed in writing. In cases where credit is not offered payment will be required before release of Goods/Services by The Company.
4. The Company shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 3 per cent per annum above the base rate of Lloyds Bank
5. If payment of the price or any part thereof is not made by the due date, The Company shall be entitled to:
1. require payment in advance of delivery in relation to any Goods/Services not previously delivered;
2. refuse to make delivery of any undelivered Goods/Services without incurring any liability whatever to the Client for non-delivery or any delay in delivery;
V. DESCRIPTION
Any description given or applied to the Goods/Services is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Client hereby affirms that it does not in any way rely on any description when entering into the contract.
VI. PRODUCTS
1. Product specifications are subject to alteration without notice
2. Thicknesses- all specified thicknesses are nominal, surface variation will occur due to the nature of the product
3. Dimensions- all dimensions are nominal and will be within a normal tolerance according with the product supplied
4. Colours- all colours are subject to variation due to the nature of the product
Where a sample of the Goods/Services is shown to and inspected by the Client, the parties hereto accept that such a sample is representative in nature and the bulk of the order may differ slightly as a result of the quarrying, treatment and manufacturing process.
No warranty or representation is given that the Goods are suitable for any particular purpose or application and all warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 (as amended)) are, to the fullest extent permitted by law, excluded from the Contract.
Any sampling and testing shall be carried out in accordance with such British Standard or European Standard or specification as is accepted by the Company to be appropriate. Compliance with such standard or specification shall be discharged by the Company at the Buyer's cost at the time of supply of the Goods to the Buyer and on the basis that the Company is the supplier and not the user of the Goods. No liability is accepted by the Company for surface finish.
The Company shall not be liable to the Buyer for any losses or costs resulting from unsuitable application, wrongful handling or placing of the Goods.
VII. DELIVERY
1. Unless otherwise agreed in writing, delivery of the Goods/Services shall take place at the address specified by the Client on, or as close as possible to the date required by the Client. The Client shall make all arrangements necessary to take delivery of the Goods/Services whenever they are tendered for delivery.
2. Unless otherwise agreed in writing, goods are carried under RHA conditions
3. If The Company is unable to deliver the Goods/Services because of actions or circumstances under the control of the Client, then The Company shall be entitled to place the Goods/Services in storage until such times as delivery may be affected and the Client shall be liable for any expense associated with such storage and any subsequent delivery
4. Any damages, shortages, over deliveries and duplicated orders should be reported to The Company within 14 days of signed receipt to enable replacement or refund.
5. When goods are to be delivered/couriered by a third party service as soon as that third party takes possession over the product The Company is no longer responsible and the Client becomes subject to the third party terms and conditions. The Company cannot be held liable or responsible for any delay or damage/cost/ affect incurred from any such delay.
VIII. RISK
Risk in the Goods/Services shall pass to the Client upon receipt of the Goods/Services. Where the Client chooses to collect the Goods/Services itself, risk will pass when the Goods/Services are entrusted to it or set aside for its collection, whichever happens first.
IX. TITLE
Title in the Goods/Services shall not pass to the Client until The Company has been paid in full for the Goods/Services.
X. RETURN OF UNUSED GOODS/SERVICES
1. All Goods/Services are sold on a firm sale basis, i.e. The Company will not take back any Goods/Services not required or sold by the Client, unless otherwise agreed, in which case the following terms apply.
2. Any returns must be authorised in writing by a representative of The Company before any credit will be given.
3. Where The Company agrees to accept the return of Goods/Services that are not damaged the Client will be responsible for the cost of carriage and will ensure that they are carefully packaged to avoid any damage in transit. The Company will not be obliged to accept any Goods/Services that are damaged in any way.
4. Credit of amounts due or paid in will only be given for Goods/Services that are in saleable condition.
XI. LIMITATION OF LIABILITY
1. The Company shall not be liable for any all loss or damage suffered by the Client in excess of the contract price.
2. Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of The Company for death or personal injury as a result of The Company's negligence or that of its employees or agents.
XII. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of The Company, and the Client shall do all that is reasonably necessary to ensure that such rights vest in The Company by the execution of appropriate instruments or the making of agreements with third parties.
XIII. FORCE MAJEURE
The Company shall not be liable to the Client for any loss, damage, delay or failure suffered by the Client as a direct result of The Company, its’ sub-contractors or suppliers being unable to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, flood, power failure, delay in transit, postal delay, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, or any other unexpected or exceptional cause or circumstance, and The Company shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as The Company considers unreasonable, it may, without liability on its part, terminate the contract.
XIV. RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
XV. ASSIGNMENT AND SUB-CONTRACTING
1. The contract between the Client and The Company for the sale of Goods/Services shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Client, without the prior written consent of The Company.
2. Unless otherwise agreed in writing The Company shall be entitled to sub-contract all or any part of the work.
XVI. WAIVER
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
XVII. SEVERABILITY
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
XVIII. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.