STANDARD TERMS AND CONDITIONS OF SALE
“(The) Company” J & J Ashcroft Limited (Trading as Ashcroft Stone Merchants & Hauliers, and 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
2.01 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.
3.01 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.
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 1½% 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.
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 Not with standing 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.
6.01 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.
7.01 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.
8.01 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.
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.
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.
Unless otherwise agreed in writing the Customer may not assign the benefit or the burden of any contract with the Company.
The validity of any individual provisions of these conditions shall not affect the validity of the remaining provisions.
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.
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.