STANDARD TERMS AND CONDITIONS OF
1. DEFINITIONS
“(The) Company” J & J Ashcroft Limited (Trading as
Ashcroft Stone Merchants & Ashcroft Engineers Merchants & Distributors)
“(The) Customer” The person or firm or company purchasing
goods from the Company
“(The) Goods” The goods which the Company is to
supply in accordance with these conditions
“(The) Conditions” The Terms and Conditions of the Company herein
contained relating to the supply of the goods
“(The) Order” The order placed by the Customer for
the supply of the goods
2. ORDERS
2.01 All orders are deemed to have been made
by the Customer and accepted by the Company upon and subject to the Terms and
Conditions of sale which are complete and exhaustive and override all and any
other Terms and Conditions and provisions referring or purporting to refer to
the goods and which shall not be capable of being varied supplemented qualified
or interrupted by reference to any prior course of dealings between the
parties. All other Terms and Conditions warranties
guarantees and reservations (express or implied statutory or otherwise) are
hereby excluded
2.02 Every contract for the sale of the goods
shall be deemed to have been concluded when an order has been placed. Goods which form the subject matter of each
contract shall be that specified in the order
2.03 The Company reserves the right to make
delivery by instalments. Where delivery
by instalments such instalment shall be deemed to be sold as part of a an
entire contract and not under a separate contract for each instalment
3. PRICES
3.01 The price for the goods shall be as set
out in the written quotation or order.
3.02 The
Seller reserves the right by written notice given to the Customer before
delivery of the goods to vary the price of the goods if after the date of the
order there is any increase or in the Company’s general price list in respect
of the same or similar descriptions of goods
3.03 The
Customer shall have the right within 7 days of any notice being given for the
variation of the price of any of the goods by reference to the Sellers general
price list to cancel the agreement for sale by written notice given to the
Company but such right of cancellation shall not apply to any price variation
intended to compensate for currency rate fluctuations or made pursuant to any
other provisions of the agreement for sale
3.04 The
price is exclusive of any applicable Value Added Tax where the Customer shall
be additionally liable to pay the Company
4. PAYMENT
4.01
The
customer shall make payment in full without any deduction or withholding
whatsoever on any account within 30 days after the date of the relevant invoice
and if payment is not received in full when due the Customer shall pay interest
on the unpaid amount at a rate per annum which is 1˝% above Yorkshire Bank plc
base lending rate from time to time. The
Company reserves the right to suspend further deliveries and/or cancel
allowance or further credit in the event of any payment not being made when due
or if the Company at its discretion at any time considers the financial
circumstances of the Customer have ceased to justify the terms allowed
4.02
In the
event of any customer having a credit facility granted to them by the Company the
Company reserves the right to call for immediate payment of a sum equal to the difference between the
agreed credit limit. and the price of the goods delivered
5. PROPERTY AND
RISK
5.01 Upon
delivery the Goods shall be at the Customers risk
5.02 Notwithstanding
5.01 above both the legal and equitable title in the Goods will remain with the
Company until the Customer has paid all monies owed by it to the Company under
this or any other contract or otherwise including all VAT and interest where
applicable (but any of the Goods are processed to or incorporated in used
as materials for or mixed with other
goods or materials prior to such payment the property (but not the risk) in the
whole of such goods or materials shall pass to the Company from the moment of
such processing incorporation use or ad mixture and shall remain with the
Company until payment of all such monies as are specified in this
condition). Until such payment is made
the Customer shall possess all goods and materials the property in which is
vested in the Company by virtue of this condition on a fiduciary basis only and
if the Company so requires the Customer shall store such goods and materials at
no cost to the Company so that they are clearly identified as belonging to the
Company. If any payment is overdue the
Company may (without prejudice to any of its other rights and remedies) recover
and resell any or all of such goods or materials and may enter upon the
Customers premises for that purpose. The
Customer has the right to sell for the account of the Company any goods or
materials the property in which is vested in the Company by virtue of this
condition. In such event the Company
shall be entitled to and the Customer shall be under a fiduciary duty to account to the
Company for the proceeds of such sale to the extent that any monies are owed by
the Customer to the Company. In addition
the Company shall be entitled to make a claim directly against the Customers
customer for any purchase monies unpaid by the Customer and the Company shall
be entitled to retain from any monies recovered from the Customer all monies
due to the Company from the Customer plus all costs and expenses involved in
making the claim. If there is any excess
the Company will return this to the Customer
6. DELIVERY
6.01 Unless
otherwise expressly provided in the Order all sales are ex-works (Sellers
Address) and delivery of the goods to the carrier shall constitute delivery
thereof to the Customer and thereafter such goods shall be at the Customers
risk. Any claim for shortage or damage
occurring after such delivery or for transportation to be directed by the
Customer to the Carrier. Any period or
day for delivery stated on the order acknowledgement is an estimate only and
the Company shall not be liable for any loss cost damage or any expense
suffered by the Customer or any other person or company howsoever arising
whether directly or indirectly out of any failure to meet any estimate delivery
7. QUANTITIES
7.01 On
all orders the company shall have the right to dispatch an invoice for goods greater or
less than the exact quantity up to a variation of 10% unless otherwise
expressly provided for in the order.
8. WARRANTIES
8.01 The
Company warrants the goods against defects design materials and workmanship
which become apparent within the warranty period applicable to the goods
(hereinafter called “the Warranty Period”) which shall be the period of 12
months (or such lesser period as may be indicated in the order acknowledgement)
calculated from the date of physical delivery of the goods to the Customer or
its agent
8.02 The
Company or its obligation under this warranty is limited to replacing on an
exchange basis any goods or parts thereof which are delivered with or developed
such defects under normal and proper use within the warranty period
8.03 In
the event of the Customer becoming aware of a defect in the goods during the
Warranty Period the Customer shall promptly supply the Company with written
particulars of such defect and use its best endeavours
to provide to the Company all necessary access and other reasonable facilities
and all information and particulars required to enable the Company to ascertain
and verify the nature and cause of the defects claimed and to carry out its
warranty obligations
8.04 The
above warranties shall not apply to any defect caused in whole or in part by
any alteration or addition to the goods other and/or by use or storage of the
goods contrary to any instructions of the Company or for purposes for which the
goods were not designed or by faulty installation maintenance or repair of the Customer
or any third party
8.05 The
Company shall
be under no liability whatsoever in respect of any defect resulting from
inaccurate or incomplete information supplied by the Customer affecting the
design specification use or operation of the goods
8.06 The
Company shall be under no liability whatsoever to replace or make good any loss
or damage or defect which results from wear and tear action neglect misuse
occurring after the physical delivery of the goods to the Customer or its agent
8.07 When
any defective goods are replaced the provisions of this condition shall apply
to the replacement goods for the unexpired balance of the Warranty Period or
one half of the applicable Warranty Period referred to in paragraph (a) of this
condition calculated from the date of replacement whichever is longer
8.08 The
Customer shall be entitled to the benefit of the aforementioned warranty which
is given in lieu of and replaces excludes and extinguishes all and every
condition warranty or representation whatsoever whether express or implied by
statute common law trade usage custom or otherwise
9. CONSEQUENTIAL
LOSS
9.01 Subject
to the provisions of condition 8 the Company shall in no circumstances be liable
for loss of profit goodwill or any economic loss or any loss arising from any
claim against the Company by any other party or any consequential or indirect
loss or damage of any kind howsoever caused or arising
10. INDEMNITY
THIRD PARTY CLAIMS
10.01 The
Customer agrees to indemnify the Company against any loss damage cost and
claims expenses incurred by the Company in respect of any liabilities
established against the Company by a third party arising out of or in
connection with any of the goods work or any services supplied by the Company
and to procure that the Customers insurers shall in no circumstances whatsoever
have any rights or remedies against the Company additional to those of the
Customer
11. GENERAL
11.01
The
Company reserves the right to cancel vary or suspend the operation of the if
any events occur which are in the nature of force majeure
including (without prejudice to the generality of the foregoing) fire flood
storm plant breakdown strikes lockouts riot hostilities non-availability of
materials or suppliers or any other event outside the control of the Company
and the Company shall not be held liable for any breach of contract resulting
from such event
11.02
The
Company’s failure to insist upon a strict performance of any provision of these
conditions shall not be deemed to be a waiver of its rights and remedies or a
waiver by it of any subsequent default by the Customer in the performance or
compliance with any terms of these conditions
11.03
Unless
otherwise agreed in writing the Customer may not assign the benefit or the
burden of any contract with the Company
11.04
The validity
of any individual provisions of these conditions shall not affect the validity
of the remaining provisions
11.05
Both
the Company and the Customer are independent contractors under these conditions
and the parties acknowledge that neither of them is an agent or partner of the
other for any purpose and that each of them is entirely without authority to
act on behalf of the other in any matter
11.06
A
person firm or company who is not a party to the contract between the Company
and the Customer has no rights under the Contract (Rights of Third Parties) Act
1999 to enforce any term of the contract
11.07
The
headings of paragraphs in these conditions are for reference purposes only and
shall not affect in any way the meaning or the interpretation of the Conditions
11.08
These Terms
and Conditions of Sale shall in all respects be governed and construed in
accordance with English Law