1. ‘Buyer’ – means the person who accepts a quotation of the Seller for the sale of the Goods or agrees to buy the Goods from the Seller.
‘Conditions’ – means the standard terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
‘Contract’ – means the Contract for the sale and purchase of the Goods incorporating the Conditions.
‘Goods’ – means the Tiles and other products (including any instalment of the Goods) which the Buyer agrees to buy from the Seller.
‘Order’ – means the order in writing or by electronic means delivered by the Buyer to the Seller for the Goods.
‘Price’ – means the price on the Seller’s invoice for the Goods.
‘Seller’ – means Tile & Ceramic Solutions Ltd, 6 Cartwright Court, Dyson Wood Way, Bradley Business Park, Huddersfield, West Yorkshire HD2 1GN (‘the Company’).
‘Writing’ – including letter, EDI, facsimile transmission, and comparable means of communication.
‘Tiles’- Includes all ceramic, porcelain, natural stone, marble, glass, conglomerate, vinyl and terrazzo products.
2. Any reference on these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted, applied or extended at the relevant time and includes any subordinate legislation.
3. The headings in these Conditions are for convenience only and shall not affect their interpretation.
4. Words in the singular include the plural and, in the plural, include the singular.
5. A reference to one gender includes a reference to the other gender.
2. Conditions Applicable
1. These conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order, specification or other document.
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.4 All orders for or acceptance of a quotation for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant of these Conditions.
2.5 Acceptance of the delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.6 Any variations to these Conditions (including any special terms agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
2.7 Any typographical, clerical or other error of omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
2.8 Any quotation is given on the basis that no Contract shall come into existence until the Seller despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Seller has not previously withdrawn it.
2.9 The Buyer shall be responsible for ensuring that the Seller’s acknowledgement of order corresponds with the Buyer’s order and the Seller shall not responsible for and variation between the Buyer’s order and the Seller’s acknowledgement of order.
1. Each contract between the Seller and the Buyer shall consist of the Order, the Conditions and such other express terms as the Seller and the Buyer shall agree in writing.
2. In the event that:
a) the terms of the order are in conflict with any of the Conditions, the Conditions shall prevail.
b) the express terms of a Contract are in conflict with any of the Conditions, the Conditions shall prevail.
3. The Buyer acknowledges that he has not been induced to enter into the Contract by any representation made by or on the behalf of the Seller other than those contained in the Contract.
4. Quotations and Prices
1. The Buyer will be invoiced by the Seller at the Seller’s price ruling at the sale of the despatch of the Goods.
2. Prices quoted in the Seller’s quotations or price lists:
a) are those then current and shall not be binding on the Seller.
b) do not include Value Added Tax or any other tax, levy, duty or surcharge whether imposed before or after making the Contract.
3. Smaller orders. Any Order of less than £500 in value (Excluding VAT) will incur a carriage charge of £65.00.
4. Subject to paragraphs 4.3 and 4.5 prices include packaging and are consigned free and carriage paid to the Buyer’s delivery address.
5. Packaging and postage or carriage may be charged extra where the Goods consigned by the Seller by post, rail, road freight or by special delivery.
4.6 Where the Seller supplies Goods to a Buyer in accordance with the Buyer’s specifications, any addition or alteration to the specification upon which the Seller has based its quotation shall be subject to an extra charge.
5. Catalogues & Marketing Materials
Any description of the Goods appearing in the Seller’s catalogues, brochures and other publications is believed to be correct and current but is not warranted by the Seller and shall not form part of the contract. In so far as any such publication has been compiled from information supplied to the Seller by any manufacturer or supplier of any such goods the Seller accepts no responsibility for the accuracy of any such description.
6. Intellectual Property
The specifications and designs of the Goods (including copyright, design right, or other intellectual property in them) shall be the exclusive property of the Seller. The Buyer shall not copy nor cause to be copied or reproduce nor cause to the reproduced such specifications and designs. Where any designs or specifications have been supplied by the Buyer for manufacture by the Seller or to the order of the Buyer then the Buyer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party’ and the Buyer shall indemnify the Seller against all damages, penalties, costs and expenses to which it may become liable through the infringement of the rights of third parties.
7. Specification and Material
1. All Tiles are manufactured in accordance with relevant current British and European Standards.
2. Goods manufactured by the Seller will be made from the Seller’s standard materials but, if for any reason, such materials are unavailable, the Seller reserves the right to substitute the most suitable alternative that can be obtained at the time of the manufacture.
3. Some variations in size, shape, shade and pattern are inherent in the manufacture of Tiles and the Seller accepts no liability.
4. Tiles supplied by the Seller are not guaranteed against crazing.
5. The Seller may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements, or which do not materially affect the quality or fitness for purpose of the Goods.
6. The Goods shall be manufactured and supplied in accordance with the description contained in the Order and manufactured in accordance with all applicable British and European Standards which relate specifically to the Goods.
7. Any contractual description of the Goods by the Seller relates to the identity of the Goods but only if it relates to a central characteristic of the Goods or to a substantial ingredient in their identity.
1. Subject to the conditions set out below and those set out in clause 7, the Seller warrants that the Goods will correspond with the Seller’s specification at the time of delivery.
2. The above warranty is given by the Seller subject to the following conditions:
a) The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
b) The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval;
c) The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date of payment.
d) The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
3. Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
4. Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 3 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within 3 days of discovery of the defect or failure.
5. Where any valid claim in respect of any of the Goods which is based on any defect in the quality or Condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer, the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
6. The Seller shall not be liable to the Buyer by reason of any representative, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in conjunction with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these conditions.
9.1 All Goods supplied by the Seller shall be delivered to the Buyer at the address specified in the Order (“the place of delivery”). The Buyer shall make all arrangements as necessary to take delivery of the Goods when they are tendered for delivery.
9.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in the delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date.
9.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate Contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
9.4 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods. The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all.
9.5 Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within 1 month of the Delivery Date.
9.6 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by any reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
a) Store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
b) Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
10. Shortage, Damage and Non-delivery
10.1 The Buyer must notify to the Seller any loss or damage to the Goods within 3 days of receipt and the Goods shall be held for inspection to enable a claim to be made on the carrier. The Buyer shall immediately notify the Seller if the Goods are not received within 3 days of the date of the invoice.
10.2 The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this contract
10.3 Notwithstanding the Sale of Goods Act 1979 Section 35A(1), acceptance of some of the Goods by the Buyer, whether conforming to the contract or not, shall deprive the Buyer of the right to reject the rest of the Goods, whether they conform to the contract or not.
10.4 No claim against the Seller for shortage, damage in transit or non-delivery will be entertained unless:
a) (Except in the case of delivery by the British Road Services Parcel Service when notification need only be given to the Seller) shortage of or damage to the Goods is reported in writing to the Seller and the carrier within three days of delivery.
b) Non-delivery of Goods is reported in writing to the Seller and the carrier within two days of the date of despatch as invoiced to the Buyer.
11. Non-acceptance of Delivery
11.1 If the Buyer fails to take or accept delivery of the Goods in accordance with Condition 9 hereof, the price shall nevertheless be paid in accordance with Condition 12 as if delivery had taken place.
11.2 In the event that the Buyer declines to accept the Goods in breach of this contract the Buyer shall pay to the Seller as and by way of agreed liquidated damages an amount equal to the Price of the Goods less the net proceeds received by the Seller on reselling the Goods after deducting the costs and expenses of resale.
11.3 The Seller shall be entitled to charge the Buyer for storage, insurance and other expenses reasonably incurred or suffered by the Seller as a result of such failure but the Seller shall not be bound to take any steps for the custody or the care of the Goods or be liable for any loss or damage suffered by the Buyer arising therefrom.
12.1 Except where a credit account has been opened for the Buyer by the Seller, payment of the Price and Value Added Tax shall be made by cleared funds prior to the Goods being delivered against a proforma invoice.
12.2 Credit account invoices are due for payment 30 days from the date of the invoice for the Goods, or as agreed between the Seller and the Buyer.
12.3 If the Buyer fails to make a payment due to the Seller under the Contract by the due date, then, without limiting the Supplier’s remedies, the Buyer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 12.3 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
12.4 Payment of credit account invoices by their due date is a condition precedent to the fulfilment of the Seller’s further obligations under the Contract in respect of which such default has been made or any other Contract then subsisting between the Seller and the Buyer.
12.5 In the event that payment of any one invoice shall be outstanding for more than 7 days after it is due for payment then all outstanding invoices shall become immediately due and payable.
12.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
13. Sale of Limited Title
Notwithstanding any other provision in this contract, the Seller contracts to transfer only such title as it (or a designated third party) may have.
14. Passing of Property and Risk
14.1 The Goods shall be at the Buyer’s risk as from delivery.
14.2 In spite of delivery having been made property in the Goods shall not pass from the Seller until:
a) the Buyer shall have paid the Price plus VAT in full and;
b) no other sums whatever shall be due from the Buyer to the Seller.
14.3 Until property in the Goods passes to the Buyer in accordance with clause 14.2 the Buyer shall:
(a) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) give the Seller such information as the Seller may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Buyer.
14.4 Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller’s money.
14.5 The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Seller.
14.6 Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 14.4 shall cease.
14.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
14.8 The Buyer shall insure and keep insured the Goods to the full Price against ‘all risks’ to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
15.1 Contracts and orders may not be cancelled by the Buyer without written consent of the Seller. Any attempted cancellation by the buyer must be notified to the seller in writing a minimum of 4 days prior to requested delivery date.
2. Except by written agreement or in circumstances of the Seller’s breach of warranty the Seller will not accept the return of Goods by the Buyer.
3. In the event of the Seller’s acceptance of the return of Goods as a result of the cancellation of a Contract the Seller reserves the right to make a cancellation charge calculated by the Seller based on the costs of the Seller which cannot be recovered with a handling or restocking charge equal to 35% of the invoiced order value, plus the actual cost of carriage.
4. Special orders such as bespoke orders or orders subject to the Buyer’s specification may not be cancelled and must be paid for in full.
16.1 If the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction), or;
a) An encumbrancer takes possession, or a receiver is appointed of any of the property of assets of the Buyer, or;
b) The Buyer ceases, or threatens to cease, to carry on business, or;
c) The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly, 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 the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement to the contrary.
17. Force Majeure
The Seller reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Seller including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 20 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
The Buyer shall not assign his rights or liabilities under a Contract made subject to the Conditions.
Failure by the Seller to enforce a term of the Contract shall not prevent the subsequent enforcement of that or any other term of the Contract.
20. Limitation of Liability
20.1 In the event of any breach of this contract by the Seller the liability of the Seller shall be limited to the Price of the Goods.
20.2 Nothing in these terms limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987.
20.3 Subject to Clause 20.2, the following types of loss are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
21. Proper Law
Contracts made with the Seller shall be governed by and construed according to the Laws of England and the Buyer agrees to submit to the exclusive jurisdiction of English Courts.
22.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or
remedy of the Seller whether under the Contract or not.
22.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
22.3 Failure or delay by the Seller in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
22.4 Any waiver by the Seller of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
22.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
23.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first-class post or e-mail:
23.2 (in case of communications to the Seller) to its registered office or such changed address as shall be notified to the Buyer by the Company or;
23.3 (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Seller by the Buyer.
23.4 Communications shall be deemed to have been received:
a) If sent by pre-paid first-class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting) or;
b) If delivered by hand, on the day of delivery or;
c) If sent by e-mail at the date and time of receipt by the party to which the communication is addressed.