Terms and Conditions
STOCKSCAPE
TERMS AND CONDITIONS OF SALE
1. DEFINITIONS
1.1 ‘BUYER’
means the person who buys or agrees to buy the Goods from the Seller.
1.2 ‘CONDITIONS’
means the terms and conditions of sale set out in this document and any special terms and
conditions agreed in writing by the Seller.
1.3 ‘DELIVERY DATE’
means the date specified by the Seller when the Goods are to be delivered.
1.4 ‘GOODS’
means the articles which the Buyer agrees to buy from the Seller.
1.5 ‘PRICE’
means the price for the Goods carriage, packing, excluding insurance and VAT and such other
extra charges as may be quoted by the Seller or as may apply in accordance with these conditions.
1.6 ‘SELLER’
means Stockscape whose registered office is at 14 Ashworth House
Deakins Business Park Egerton Bolton BL7 9RP.
2. CONDITIONS APPLICABLE
2.1 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 seek to apply under any purchase order confirmation of or similar
document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase
Goods pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s
acceptance of these Conditions.
2.4 Any variation to these Conditions (including any special terms and Conditions agreed between the
parties) shall be inapplicable unless agreed in writing by the Seller.
2.5 Any advice, recommendation or representation given by the Seller or its
employees or agents to the Buyer or its employees or agents as to the
storage application or use of the Goods or otherwise 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, recommendation or representation which is not so confirmed.
These terms and conditions and any documents incorporating them or incorporated by them
constituting the entire agreement and understanding between the parties.
2.6 Nothing in these Terms & Conditions shall affect the statutory rights of any Buyer dealing as
a consumer.
3. PRICE AND PAYMENT
3.1 The price shall be the Seller’s quoted price. The price is exclusive of VAT which shall be due at the
rate ruling on the date of the Seller’s invoice.
3.2 Interest on overdue invoices shall accrue from the date when payment becomes due from day to
day until the date of payment at a rate of 5% above Bank of Scotland plc’s base rate from time to
time in force and shall accrue at such a rate after as well as before any judgment.
3.3 Payment is due 30 days following the date of invoice. If this condition is not complied with the
Seller reserves the right to require payment by pro forma invoice, and to appropriate any
payment made by the Buyer to such of the Goods (or Goods supplied under any other contract) as
the Seller may think fit.
3.4 The Seller reserves the right to grant, refuse restrict or cancel credit terms in its sole discretion.
3.5 In the event of non payment of any account as and when it falls due, whether such payment
relates to the same or any other contract entered into by the Buyer, the entire balances
outstanding upon the Buyer’s various accounts with the Seller (including accounts due for Goods
supplied but not yet invoiced) will become immediately due and payable.
3.6 No disputes arising under the contract nor delays shall interfere with prompt payment by the
Buyer. The Buyer may not set up against the Seller any breach of warranty or condition (express or
implied) in diminution or extinction of the price and Section 53(1) (a) of the Sale of Goods Act
1979 is hereby excluded.
3.7 Unless otherwise stated our quotations are based on current cost of material and transport and
any variation between quotation and supply shall be the subject of a price adjustment.
3.8 Quotations may be withdrawn by the Seller at any time and if not shall lapse 30 days from
their date.
3.9 Quotations are based on full lorry loads and are subject to surcharge when this is not the case.
4. THE GOODS
4.1 Whilst every effort will be made to avoid variations of shades and sizes in Goods delivered the
Seller neither guarantees nor warrants that such variations will not occur, or that the Goods will
conform to any sample either in quality or colour. By nature of the products supplied, a bigger
variance in size, shape, colour, texture and general quality should be expected when re-claimed
stone products are supplied compared to new products.
4.2 All materials are sold as being within the relevant standard if any for manufacture for the
product quoted as may be agreed between the Seller and the Buyer or to such other standard as
the Seller considers in its absolute discretion to constitute an appropriate standard for
that product.
4.3 The Seller is continually improving the specification and design of its product range and whilst
care is taken to see that literature produced by the Seller is up to date on the date of its
production, such literature should not be regarded as an absolute guide to current specification
and the Seller reserves the right to modify any of its products without notice and without any
liability on the part of the Seller.
4.4 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.
5. WARRANTIES & LIABILITY
5.1 The Seller will not accept any claim for consequential loss of any kind however caused.
5.2 No claim will be entertained by the Seller if made where the materials have been incorporated,
whether by or on behalf of the Buyer, or by anyone else, into other Goods.
5.3 The Seller’s liability for any failure to supply or any defects or want of quality in the Goods
supplied hereunder shall not exceed an amount equivalent to the Price save in the case of death
or personal injury where the Seller is shown to have failed to exercise care in the supply of Goods.
5.4 All implied terms, conditions and warranties relating to the quality and/or fitness for purpose of
the Goods or any of the Goods are excluded.
6. DELIVERY
6.1 Delivery dates are given as accurately as possible but while every reasonable effort will be made to
comply with such dates compliance is not guaranteed and the customer shall have no right to
damages or to cancel the order for failure for any cause to meet any delivery date stated.
6.2 Where the price includes delivery to site delivery will be at the nearest point via and on a hard
road suitable for heavy vehicles. The Buyer will be responsible for ensuring that delivery is
effected promptly and without cost to the Seller. If a vehicle used for performing the Seller’s
contract with any Buyer delivers a load to a place situated off a public road the Buyer is to be
solely responsible for any accident or damage resulting in consequence.
6.3 The Seller allows one hour for off loading vehicles. If a vehicle is detained in excess of this time
the Seller reserves the right to make additional charges.
6.4 Prices only cover delivery on normal working days during working hours. Any delivery made at the
Buyer’s request on public holidays, weekends and outside working hours will be subject to
additional charge.
6.5 If the Buyer fails to accept delivery of Goods on the delivery date or within 3 days of notification
that they are ready for despatch whether prior to or after the delivery date the Seller reserves the
right to invoice the Goods to the Buyer and charge him therefore. In addition the Buyer shall
then pay reasonable storage charges or demurrage as appropriate in the circumstances until the
Goods are either despatched to the Buyer or disposed of elsewhere.
6.6 The Seller shall be entitled to deliver the Goods by instalments and where the Goods are so
delivered, 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 any other related
contracts as repudiated.
6.7 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 3 months of the delivery date.
7. ACCEPTANCE
7.1 The Buyer shall be deemed to have accepted Goods 72 hours after delivery to the Buyer.
Accordingly, no claim for defect, damage or quality will be entertained unless written notice
together with all supporting evidence is received by the Seller within 72 hours of delivery.
7.2 The Buyer shall accept delivery of the Goods tendered notwithstanding that the quantity so
delivered shall be either greater or lesser than the quantity purchased provided that any such
discrepancy shall not exceed 5%, the price to be adjusted pro rata to the discrepancy.
8. TITLE & RISK
8.1 Risk of damage or loss of the Goods shall pass to the Buyer in the case of Goods to be delivered
at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available
for collection, or in the case of Goods to be delivered otherwise than at the Seller’s premises, at
the time of delivery.
8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these
conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in
cash or cleared funds payment in full of the price of the Goods and of all other Goods agreed to
be sold by the Seller to the Buyer for which payment is then due.
8.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as
the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer
and third parties and properly stored protected and insured and identified as the Seller’s property.
Until that time the Buyer shall be entitled to resell or use the Goods in the course of its business
but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether
tangible or intangible including insurance proceeds, and shall keep all such proceeds separate
from any monies or property of the Buyer and third parties and, in the case of tangible proceeds,
properly stored, protected and insured.
8.4 Until such time as the property in the Goods passes to the Buyer (and provided that the Goods are
still in existence and have not been resold) the Seller shall be entitled at any time to require the
Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith to enter upon
any premises of the Buyer or of any third party where the Goods are stored and repossess
the Goods.
8.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any
indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so
all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy
of the Seller) forthwith become due and payable.
8.6 The Seller shall be entitled to recover the Price notwithstanding that property in any of the Goods
has not passed from the Seller.
9. INSOLVENCY OF BUYER
9.1 If the Buyer fails to make payment for the Goods in accordance with the contract of sale or
commits any other breach of this contract of sale or if any distress or execution shall be levied
upon any of the Buyer’s property or the Goods or if the Buyer offers to make any arrangement
with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented
against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited
company any resolution or petition to wind up the Buyer (other than for the purpose of
amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver
administrator administrative receiver or manager shall be appointed over the whole or any part of
the Buyer’s business or assets or if the Buyer shall suffer any analogous proceedings under foreign
law or if any such matter as provided for in this clause is reasonably apprehended by the Seller all
sums outstanding in respect of the Goods shall become payable immediately.
9.2 The Seller may also in its absolute discretion, and without prejudice to any other rights which it
may have, exercise any of its rights pursuant to clause 8 above.
10. HEALTH & SAFETY
10.1 The Buyer shall ensure that the Goods are offloaded, located and used properly and responsibly in
accordance with the Health and Safety at Work Act 1974 and any other relevant
statutory provisions.
10.2 The Buyer is solely responsible for the removal and disposal of any packaging in respect of
the Goods.
11. FORCE MAJEURE
11.1 The Seller shall not be liable for any failure to deliver Goods arising from circumstances outside
the Seller’s control.
11.2 Non-exhaustive illustration of such circumstances would be an act of God, war, riot, explosion,
abnormal weather conditions, fire, flood, strikes, lockouts, Government action or regulations (UK
or otherwise) delay by suppliers, accidents and shortage of materials, labour or
manufacturing facilities.
11.3 If the circumstances preventing delivery are still continuing three months after the said
circumstances have arisen, then either party may give written notice to the other cancelling the
contract and neither party shall be under any further liability to the other except that the buyer
shall be liable to pay the contract price less a reasonable allowance for what has not been
performed by the Seller.
12. WAIVER
12. 1 No waiver by the Seller of any breach of a contract for the sale of Goods by the Buyer shall be
considered as a waiver of any subsequent breach of the same or any other provision or contract.
13. SEVERANCE
13.1 Any provision of this contract which is or may be void or unenforceable shall to the extent of such
invalidity or unenforceability be deemed severable and shall not affect any other provision of this
contract.
14. ASSIGNMENT
14.1 This contract is personal to the Buyer and the Buyer shall not assign any of its rights or obligation
under it without the Seller’s written consent.
15. NO SET OFF
15.1 The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason
of any right of set-off or counterclaim which the Buyer may have or allege to have or for
any reason whatever.
16. GOVERNING LAW & JURISDICTION
16.1 All contracts between the Seller and Buyer shall be governed in all respects by the law of England
and the Buyer hereby submits to the exclusive jurisdiction of the English courts.
