Conditions of sale
QUICKSTONE MIDLANDS LIMITED Supplying Goldholme Stone1. Interpretation
1.1 In these Conditions, unless the context otherwise requires or admits the following expressions shall have the following meanings attached to them:-
“Buyer” the person who accepts a quotation of the Seller for the sale of Goods or whose order for Goods is accepted.
“Conditions” the standard terms and conditions of sale set out herein and (unless the context otherwise requires) any special terms and conditions agreed in Writing between the Buyer and Seller.
"Contract” the contract for the purchase and sale of Goods.
“Goods” the goods (including any instalments of the Goods or any parts for them) which the Seller is to supply to the Buyer pursuant to the Contract.
“Seller” Quickstone Midlands Limited.
“Writing” includes (without limitation) email and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute or statutory instrument shall be.
1.3 Headings in these conditions are for convenience only and shall not affect their interpretation.
2. Basis of Sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer or any written order of the Buyer which is accepted by the Seller subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the Buyer.
2.2 No variation of these conditions shall be binding on the Seller unless agreed in Writing by an authorised representative of the Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations concerning Goods unless confirmed by the Seller in Writing and in entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Seller its employees or agents to the Buyer its employees or agents as to the storage application or use of Goods 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 or recommendation which is not so confirmed.
3. Orders and Specification
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 The quantity quality and description of and any specification for Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
3.4 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit) costs (including the cost of all labour and materials used) damages, charges and expenses incurred by the Seller as a result of cancellation.
4.1 The Seller shall be entitled to invoice the Buyer for the price of Goods on or at any time after delivery thereof unless goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of Goods in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that Goods are ready for collection or (as the case may be) the Seller has tendered delivery of Goods.
4.2 If credit facilities have been granted the account must not at any time exceed the sum provided by the Seller as a credit limit. The credit limit will be confirmed in writing at the time of the granting of the facility. In the event that the Buyer wishes to order further goods the Seller reserves the right to postpone or to withhold delivery of the goods if the delivery of the said goods would cause the account limit to be exceeded. In these circumstances the buyer will be expected to remit to the seller such funds as to prevent the credit limit from being exceeded. In circumstances where no credit facilities have been granted by the Seller a payment in full will be required in cleared funds prior to the production of the goods. Where payment on delivery has been agreed the location and time of delivery will be agreed between the parties in addition to the method of payment by email, fax or verbally. The goods will be taken to the agreed destination. In the event that that the payment is not available for collection the Seller reserves the right to withhold goods and return the said goods to a holding yard and charge for failed delivery. In these circumstances cleared funds will be required prior to any further delivery attempts. Additionally cleared funds for the failed delivery and also the rescheduled delivery will be required. Irrespective of payment terms, in the event that the Buyer fails to make payment when due the Seller shall be entitled to recover the goods or the price of those goods as its sole discretion.
4.3 Time of payment of the price shall be of the essence of the Contract.
4.4 If the Buyer fails to make any payment by the due date then without prejudice to any other right or remedy available to it the Seller shall be entitled to:-
4.4.1 cancel the Contract or suspend any further deliveries to the Buyer;
4.4.2 appropriate any payment made by the Buyer to such Goods (or other Goods supplied under any other Contract between the Buyer and Seller) as the Seller may think fit notwithstanding any purported appropriation by the Buyer; and
4.4.3 charge the Buyer on the amount due (both before and after any judgement) interest at 1.5% per month until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
5.1 The Seller will make every effort to affect delivery on the date and at the place agreed, but cannot accept responsibility for failure to do so. Further the Seller shall in no circumstances be liable to the Buyer for delay in delivery of the whole or any part of the Goods for any cause whatsoever beyond the Seller’s control (including but not limited to War, Strikes, Lock-Outs, Fire, Material Shortages, Government restrictions or Regulations) and the Seller may, as its option cancel the Contract or any unfulfilled part thereof:
5.2 In no circumstances will the Seller be liable for consequential loss or damage whatsoever and howsoever incurred.
5.3 The Seller shall be under no liability in respect of any damage to third parties caused directly or indirectly by the Goods and the Buyer shall at all times indemnify the Seller against any such loss or damage.
5.4 The Buyer shall forthwith notify the Seller within seven days if any loss or damage to the goods during carriage or at any time before they are fully paid for.
5.5 The Buyer shall notify the Seller of any shortages in the supply of the Goods within seven days of receipt of delivery.
6. Intellectual Property Rights
6.1 In the event that any claim is made against the Buyer for infringement of intellectual property rights arising directly from the use or sale by the Buyer of Goods the Seller at its own expense shall conduct any ensuing litigation and all negotiations for a settlement of the claim and the Seller will also bear the costs of any payment (either by way of a lump sum or a continuing royalty payment) made in settlement or as a result of an award in judgement against the Seller in the event of litigation.
6.2 The benefit of this Condition is granted by the Seller only in the event that the Buyer shall give the Seller the earliest possible notice in writing of any such claim being made or action threatened or brought against it shall make no admission of liability or take any other action in connection therewith shall permit the Seller to have the conduct of the claim pursuant to Condition 6.1 and shall (at the Seller’s expense) give all reasonable information and assistance to the Seller (including without limitation lending its name to proceedings) in relation to the conduct of the claim.
6.3 The provisions of 6.1 shall not apply to any infringement caused by the Seller having followed a design or instruction furnished or given by the Buyer nor to any use of Goods in a manner or for a purpose for which it shall have been specifically prohibited in Writing by the Seller nor to any infringement which is due to the use of Goods in association or combination with any other product.
7. Limitation of Liability
7.1 In no circumstances will the Seller be liable for consequential loss or damage whatsoever and howsoever incurred.
7.2 The Seller shall be under no liability in respect of any damage to third parties caused directly or indirectly by the Goods and the Buyer shall at all times indemnify the Seller against such loss or damage.
7.3 Subject to 7.4 below, in the event that the new goods of the Seller’s own manufacture are or before the expiry of the period referred to in clause 7.4 below become faulty by reason of any defective materials or workmanship in the manufacture of the goods, the Seller will at its option replace or repair the goods. The Seller’s liability under this sub-clause shall not extend to second-hand goods or parts not manufactured by the Seller or to any faults caused to the goods during transport after delivery.
7.4. a The period stated on the quotation or agreed in writing between the Seller and the Buyer or b Three calendar months from the date of dispatch from the Seller’s works.
7.5 The Seller shall be under no liability under 7.3 above:
a. unless the Buyer has notified the seller in writing of the fault and that notice has been received by the Seller before the expiry of the period referred to in 7.4.b above.
b. unless the Buyer has paid the price and any interest, storage, insurance or administrative charges which the Seller is entitled to charge the Buyer.
c. if the Buyer fails to permit the Seller, its servants, agents or authorised sub-contractors access to the goods, to repair the goods at the Buyers premises or to take the goods away to be repaired.
d. if the Buyer has failed to use or maintain the goods in accordance with the Sellers instructions, pamphlets or directions, a copy of which can be found on the company’s web site www.Goldholme.com under the heading “ Good Building Practice with Limestone”, sub headings include the use of mortar mixes and storage of limestone.
e. if the Buyer has permitted persons other than the Seller’s servants, agents or authorised sub-contractors or effect any replacement of parts, maintenance, adjustments or repairs to the goods.
f. If the Buyer has used replacements not manufactured by or on behalf of the Seller or supplied by the Seller.
7.6 The stone supplied by the Seller is a naturally formed product and as such is subject to a variation in colour and appearance. The Seller will make every effort to supply products as similar to any samples provided or sample panels erected as is reasonably possible.
7.7 The Seller will give no guarantee as to the variations or lack of variations within the product. The Buyer shall assume responsibility for the suitability of the goods.
8. Structural Steel
8.1 It is sometimes necessary to incorporate structural steel into a project, in which case a structural engineer should be consulted. As stone suppliers we will not automatically involve a structural engineer or indicate steel work unless specifically requested to do so in writing or email at the time of the enquiry. Structural engineer fees will be passed on at par.
8.2 Our company cannot be held liable for the lack of structural calculations or the lack of advice or information in connection with structural steel.
9. Title to Goods
9.1 The goods shall remain the property of the Seller until the Seller has received payment of the price in full, including any interest or storage insurance or administrative charges which the Seller is entitled to be paid by the Buyer and until then the Buyer, if in possession of the goods, either personally or through an agent shall hold the goods as bailee for the Seller and covenants with the Seller:
a. to hold the goods in good condition.
b. to insure the goods up to their full value.
c. to store the goods in a suitable place and so that they are readily identifiable and protected from frost.
d. to permit, and the Buyer hereby authorises the Seller to enter upon any place in which the goods are kept.
9.2 In the event of default by the Buyer in payment of the price on the due date for payment or if the Buyer is in breach of any covenants in 7.1 above, the Seller may, forthwith and without notice enter upon the place where the goods are kept and remove the goods and in addition to any other damages to which the Buyer may be liable, the Buyer shall pay the Seller all costs incurred in removing and making good the goods.
10. Insolvency of Buyer
10.1 This clause applies if:
a The Buyer makes any voluntary arrangement with its creditors or (being and individual or firm) becomes bankrupt or (being a company) becomes subject to an Administration Order or goes into Liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
b an encumbrance takes possession or a receiver is appointed of any of the property or assets of the Buyer; or
c the Buyer ceases or threatens to cease to carry on business; or d the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer accordingly.
10.2 If this clause applies then without prejudice to any other right or remedy available to the Seller the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer and if Goods have been delivered but not paid for the price shall become immediately due and payable not withstanding any previous agreement or arrangement to the contrary.
11.1 The Buyer may not assign the contract without the Seller’s written consent.
11.2 These conditions and the Contract between the Seller and the Buyer shall be subject to and construed in accordance with English Law.
A complete version of these terms may be requested from our head office, a fee may apply:
Goldholme Stone Limited,