Terms and Conditions
TERMS AND CONDITIONS FOR THE SALE OF GOODS
1. DEFINITIONS
1.1 The definitions in this clause apply to these Conditions:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Buyer: the person or corporate entity (or authorised representative of such corporate entity) who buys or agrees to buy the Goods from the Seller.
Conditions: the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller and the Buyer.
Estimated Delivery Date: the date upon which the Seller will aim to deliver the Goods to the Buyer, as stated in the Seller’s invoice.
Event Outside its Control: any act or event beyond the Seller’s reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
Goods: the products (or any part of them) which the Buyer agrees to buy from the Seller.
Made-to-Measure Goods: bespoke products which are manufactured by the Seller (or any third party manufacturer instructed by the Seller) to a particular specification instructed by the Buyer (to include, but not limited to, such bespoke characteristics such as size and materials used), as set out in the Order.
Order: the Buyer’s order for Goods from the Seller to include (where applicable) the description of the Goods and/or Specification, Price, intended delivery or collection location, specific delivery instructions, required delivery date and the Buyer’s contact details (or any other information which the Seller deems necessary).
Price: the price of the Goods including any associated delivery charges, as set out in the Order.
Seller: Natural Stone and Timber Ltd a company registered in England with registered number 04939065 and with its registered office at Voyager Park North, Portfield Road, Portsmouth, PO3 5FX.
Specification: the specification for the Goods, as set out in the Order.
1.2 Headings do not affect the interpretation of these Conditions.
1.3 A reference to “writing” or “written” in these Conditions includes email.
1.4 Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2. MAKING THE CONTRACT AND THESE CONDITIONS
2.1 These Conditions are the terms and conditions on which the Seller supplies the Goods to the Buyer and shall form the basis of the contract between the Seller and the Buyer in relation to the sale of the Goods to the exclusion of all other terms and conditions (including, but not limited to, the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any Order or any other document, agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to its subject matter.
2.2 All Orders shall be deemed to be an offer by the Buyer to purchase the Goods from the Seller pursuant to these Conditions. These Conditions will only become binding on the Seller and the Buyer when the Seller issues an invoice to the Buyer, at which point a contract will come into existence between the Seller and the Buyer.
2.3 The submission of an Order shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 These Conditions may not be varied except by the written agreement of a director of the Seller and the Buyer (or authorised representative of the Buyer).
3. CHANGES TO ORDERS AND MADE-TO-MEASURE GOODS
3.1 Except in the case of Made-to-Measure Goods, the Buyer may make a change to an Order by contacting the Seller in writing at any time from the date of the Seller’s invoice up to 3 Business Days before the Seller has dispatched the Goods or the date of collection. Where the change in Order means a change in Price and/or the Estimated Delivery Date, the Seller will notify the Buyer of the amended Price and/or Estimated Delivery Date in writing. The Buyer may then contact the Seller within 10 Business Days of the date of such notice to either agree to such changes or end the contract and receive a full refund of any monies paid to the Seller. If the Buyer does not contact the Seller within 10 Business Days from the date of the Seller’s notice, the Seller will end the contract and refund to the Buyer any monies paid.
3.2 Before delivery, the Seller may make minor adjustments to material, colour, weight, measurements, design and other features to the extent that they are reasonable and/or reflect changes in relevant laws and regulatory requirements.
3.3 If the Seller needs to make more significant changes to the Specification (for example changes not foreseen or made aware to the Buyer in the pre-contract information provided), the Seller will notify the Buyer and the Buyer may then contact the Seller in writing within 10 Business Days of the date of such notice to either agree to such changes or end the contract and receive a full refund of any monies paid to the Seller in accordance with clause 5.1. If the Buyer does not contact the Seller within 10 Business Days from the date of the Seller’s notice, the Seller will end the contract and refund to the Buyer any monies paid.
3.4 In the case of Made-to-Measure Goods, the Buyer is not able to cancel an Order once the Seller has issued an invoice.
3.5 If an Order requires the Seller to provide Made-to-Measure Goods, the Seller shall make those Made-to-Measure Goods according to the measurements and/or Specification provided to it by the Buyer. The Buyer should make sure that its measurements and/or Specification are correct and accurate. The Seller cannot accept the return of Made-to Measure Goods if the reason for the return is because the Buyer provided the Seller with incorrect measurements. This does not affect the Buyer’s legal rights as a consumer in relation to made-to-measure Goods that are faulty or not as described. The Buyer can find advice about its legal rights at its local Citizen’s Advice Bureau or Trading Standards office.
4. PRICE OF GOODS
4.1 The price of the Goods shall be the Price (unless another price has been agreed by both parties in writing).
4.2 Where a quotation has been provided by the Seller the prices stated within the quotation provided will be valid for a maximum period of 30 days from the date of the quotation (inclusive).
4.3 The Price is subject to VAT at the current rate. If the rate of VAT changes between the date of the Order and the date of the Seller’s invoice, the Seller will adjust the VAT payable, unless the Buyer has already paid for the Goods in full before the change in the rate of VAT takes effect
4.4 The Seller’s prices may change at any time, but price changes will not affect Orders that the Seller has issued an invoice for. It is always possible that, despite the Seller’s best efforts, some of the Goods the Seller supplies may be incorrectly priced. The Seller will normally check prices as part of its dispatch procedures, however if the Goods’ correct price is higher than the Price, the Seller will contact the Buyer to request its instructions on whether the Buyer wishes to proceed with the Order at the correct higher price or end the contract. If the Buyer instructs the Seller to end the contract, the Seller will refund to the Buyer all monies paid (if any). If the Goods’ correct price is lower than the Price, the lower correct price shall be charged.
4.5 If a pricing error is obvious and unmistakeable and could have reasonably been recognised by the Buyer as a mispricing, the Seller will be able to end the contract and refund to the Buyer any monies paid.
5. PAYMENT AND INTEREST
5.1 Payment shall be due at the time the Order is placed unless the Buyer is an account holder with the Seller in which case payment is due within 30 days of the date of the Seller’s invoice.
5.2 All payments shall be made to the bank account as stated in the Seller’s invoice (or as nominated in writing by the Seller). Time of payment is of the essence.
5.3 No payment shall be deemed to have been received by the Seller until all funds are cleared.
5.4 If the Buyer does not make payment when due, the Seller may charge interest to the Buyer on the overdue amount (such interest shall accrue on a daily basis from the date when payment becomes due until the date of actual payment of the overdue amount) at the rate of 4% per annum above the Bank of England base rate in force from time to time, but at 4% a year for any period when that base rate is below 0%. Such interest shall accrue after as well as before any judgment. The Buyer must pay the Seller interest together with any overdue amount.
5.5 If the Buyer disputes an invoice in good faith and notifies the Seller in writing to let it know that it is disputing an invoice promptly after receiving it, the Seller agrees not to charge interest (in accordance with the above) for the period of the dispute.
6. GOODS
6.1 Subject to clause 6.2, the quantity and description of the Goods shall be as set out in the Order.
6.2 If the Goods are loose aggregate material goods, the Seller may deliver up to and including 3% more or 3% less than the quantity of Goods as set out in the Seller’s acceptance of the Order. If the Seller delivers up to and including 3% more or 3% less than the quantity of Goods as set out in the Seller’s acceptance of the Order, the Buyer shall not be permitted to reject them.
6.3 All Specifications are approximate only and are subject to normal margins of tolerance for the materials and construction of the Goods in question.
6.4 The Seller reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
6.5 Where the Buyer is a business (and not dealing as a consumer), the Seller warrants that on delivery the Goods shall:
(a) conform in all material respects with the Specification;
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
6.6 The Seller does not give any other representation, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, the Seller will not be responsible for ensuring that the Goods are suitable for the Buyer’s purposes.
7. SAMPLES AND ADVERTISING
7.1 Samples of Goods may be provided out of stock on request through the Seller’s website or by telephone. Samples of any Goods may differ as the Goods are natural and no two samples of the same Goods are identical. Samples may be subject to a small fee for postage and packing. The Seller will notify the Buyer of such fees in writing and shall deliver the samples to such address as instructed by the Buyer once payment of the fees have been received in full by the Seller.
7.2 The images of the Goods as shown on the Seller’s website, displays in the Seller’s showroom or in its brochures and catalogue are for illustrative purposes only. Although the Seller has made every effort to display the colours accurately, the Seller cannot guarantee that the Buyer’s computer’s display of the colours or the printed pictures accurately reflect the colour of the Goods. The Goods delivered to the Buyer may vary slightly from those images and samples. Although the Seller has made every effort to be as accurate as possible, where Goods are handmade, all sizes, weights, capacities, dimensions and measurements indicated on the Seller’s website, catalogue or brochure have a 4% tolerance.
8. DELIVERY OF THE GOODS
8.1 Delivery costs will be provided in the Order and will form part of the Price.
8.2 Delivery charges are set at the Seller’s entire discretion and vary depending on postal code of the delivery location, the weight of the Goods, the day of delivery, sizes of packaging and type of delivery vehicle required.
8.3The Seller will confirm to the Buyer the Estimated Delivery Date in the Seller’s invoice. Whilst the Seller will use reasonable efforts to deliver the Goods at the time specified and on the Estimated Delivery Date, the Estimated Delivery Date is only an estimate and failure to deliver the Goods on the Estimated Delivery Date shall not constitute a breach of these Conditions.
8.4 Delivery of the Goods shall be completed when the Buyer (or an authorised person on behalf of the Buyer) accepts delivery of the Goods at the address the Buyer provided the Seller with or when the Buyer (or authorised person on behalf of the Buyer) has collected the Goods from the Seller’s premises.
8.5 All deliveries will be made using a tail lift vehicle unless otherwise requested. Delivery will generally be kerbside depending on the vehicle used and the access to the Buyer’s designated delivery site. If there are access problems such as:
- Weight or height restrictions;
- Steep gradients, uneven or loose surfaces;
- Access restriction for large delivery vehicles;
- Low bridges or overhanging trees or cables; or
- Waiting time restrictions,
the Seller must be informed when the Buyer places an Order if any of the above mentioned access issues apply so that an alternative location for delivery of the Goods (such alternative address to be the nearest easily accessible and safe access point for the address stated) can be agreed upon by the Seller and the Buyer.
8.6 The Buyer shall inform the Seller if any of the Goods are incorrect, are of the incorrect quantity (save for if the Goods are loose aggregate material goods and are within the 3% tolerance set out in clause 6 of these Conditions), or if they are unhappy with product type and colour immediately after delivery whilst the delivery driver is still on site or at the Seller’s premises. If the Goods are delivered to the Buyer, the delivery note provided by the haulage contractor must be marked ‘damaged’ or ‘incorrect Goods’, as failure to do this will waive your rights and any additional delivery costs will be charged.
8.7 The Buyer (or the Buyer’s authorised representative) will need to be present at the delivery address on the specified date of delivery, unless alternative arrangements are agreed by the Seller in writing prior to delivery. If no one is present at the time of delivery, the Goods will be retained by the haulage contractor to the nearest depot until the Seller receives further instruction from the Buyer. A re-delivery charge will be added to the Price to cover additional haulage.
If after 10 Business Days from the date of an unsuccessful delivery the Buyer has not taken delivery of the Goods, the Seller may resell or otherwise dispose of part or all of the Goods and charge the Buyer for the storage and delivery costs incurred by it.
8.8 If previously greed by both parties in writing, deliveries can be left without the Buyer (or an authorised person on behalf of the Buyer) being present but the Seller cannot accept any responsibility for incorrect delivery, loss or damaged of Goods after the time of delivery.
8.9 The Seller may have to suspend the supply of the Goods (or any part thereof) to:
(a) deal with technical problems or make minor technical changes;
(b) update the Goods (or any parts thereof) to reflect changes in relevant laws and regulatory requirements; or
(c) to make changes to the Goods as requested by the Buyer (in accordance with clause 3.1).
8.10 If the Seller needs to suspend the supply of Goods for any reason set out in clause 8.9 above, the Seller will contact the Buyer in advance to notify it of the suspension of the supply of the Goods, unless the problem is urgent or an emergency. The Buyer may contact the Seller to end the contract for the Goods if the Seller suspends it for any reason set out in clause 8.9 above for a period of more than 60 days from the Estimated Delivery Date and the Seller will refund any monies to the Buyer paid and received by it.
8.11 The Seller may suspend the supply of the Goods if the Buyer does not pay for the Goods when required (in accordance with clause 5) until such amounts outstanding have been paid. The Seller will contact the Buyer to confirm it is suspending the supply of the Goods. The Seller will not charge the Buyer for the Goods during the period for which they are suspended. As well as suspending the Goods, the Seller can also charge the Seller interest on any overdue payments (in accordance with clause 5.4).
9. DEFECTIVE GOODS
9.1 The Seller is under a legal duty to provide the Goods in conformance with these Conditions.
9.2 If the Seller has any questions or complaints regarding the Goods, the Buyer shall contact the Seller in accordance with clause 14 (Notices).
9.3 The Seller agrees to fully investigate any alleged defect notified to the Seller by the Buyer provided the Seller has received full payment of all sums due and payable to the Seller from the Buyer.
9.4 In order to provide the Buyer with any remedies for defective Goods, the Seller may need the Buyer’s assistance and prompt provision of certain information regarding the Goods, including the Buyer:
(a) specifying with reasonable detail the way in which it is alleged that the Goods are damaged or defective;
(b) providing to the Seller photographic evidence (if requested); and
(c) providing the Seller with the delivery note number and such other information as we reasonably require.
9.6 The Seller shall not be responsible for defective Goods that have:
(a) been misused, abused or subjected to neglect, improper or inadequate care, carelessness, damage or abnormal conditions; or
(b) been involved in any accident or damage caused by an incorrect attempt at modification or repair; or
(c) been dealt with or used contrary to the Seller’s or the manufacturer’s instructions for the Goods; or
(d) been used, installed or incorporated into any part of the Buyer’s property; or
(e) deteriorated through normal wear and tear.
9.7 If the Seller deems that the Goods are defective the Seller will (subject to the Buyer’s agreement in writing):
(a) provide the Buyer with a full or partial refund;
(b) replace the Goods; or
(c) repair the Goods.
10. TITLE AND RISK
10.1 Risk in the Goods shall pass to the Buyer on completion of delivery of the Goods (in accordance with clause 8.4).
10.2 Title in the Goods shall remain with the Seller and shall not pass to the Buyer until the Price (including interest and costs) has been paid in full.
10.3 Until title to the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods as bailee for the Seller;
(b) store or mark the Goods so that they can at all times be identified as the property of the Seller;
(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d) maintain the Goods in a satisfactory condition and keep them insured against all risks for the full Price from the date of delivery;
(e) notify the Seller immediately if it becomes subject to any bankruptcy proceedings (if an individual) or insolvency proceedings (if a company); and
(f) provide the Seller such information relating to the Goods as the Seller may require from time to time.
10.4 If, before title to the Goods passes to the Buyer, the Buyer becomes subject to any of the events stated in clause 10.3(e) above, then, without limiting any other right or remedy the Seller may have, the Seller may at any time:
(a) require the Buyer to deliver up the Goods to the Seller; and
(b) if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored or located in order to recover them.
10.5 The Seller may at any time before title passes to the Buyer and without any liability to the Buyer:
(a) repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and
(b) for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.
10.6 The Seller may maintain an action for the Price notwithstanding that title in them has not passed to the Buyer.
11.THE SELLER'S LIABILITY
11.1 Subject to clause 11.2, if the Seller fails to comply with these Conditions, it will be responsible for loss or damage the Buyer suffers that is a foreseeable result of the Seller’s breach of the Conditions or the Seller’s negligence, but the Seller is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of the Seller’s breach or if the Seller was specifically informed of them by the Buyer at the time the contract was entered into.
11.2 The Seller only supplies the Goods for domestic and private use. The Buyer agrees not to use the Goods for any commercial, business or re-sale purposes, and the Seller has no liability to the Buyer for any loss of profit, loss of business, business interruption, or loss of business opportunity.
11.3 The Seller’s total liability to the Buyer in respect of all losses arising under or in connection with these Conditions or the contract shall not exceed the total amount paid by the Buyer under the contract.
11.4 The Seller does not exclude or limit in any way its liability for:
(a) death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; and
(c) any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
12. EVENTS OUTSIDE ITS CONTROL
12.1 The Seller will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these Conditions that is caused by an Event Outside its Control. If an Event Outside its Control takes place that affects the performance of the Seller’s obligations under these Conditions:
(a) the Seller will contact the Buyer as soon as reasonably possible to notify it; and
(b) the Seller’s obligations under these Conditions will be suspended and the time for performance of the Seller’s obligations will be extended for the duration of the Event Outside its Control. Where the Event Outside its Control affects the Seller’s delivery of Goods to the Buyer, the Seller will arrange a new delivery date with the Buyer after the Event Outside its Control is over.
12.2 The Buyer may cancel the contract if an Event Outside its Control takes place and the Buyer no longer wishes the Seller to provide the Goods. The Seller will only cancel the contract if the Event Outside its Control continues for longer than 3 months.
13. HOW THE SELLER MAY USE THE BUYER’S PERSONAL INFORMATION
13.1 The Seller will use the personal information the Buyer provides to the Seller to:
(a) supply the Goods to the Buyer;
(b) to process the Buyer’s payments for the Goods; and
(c) to inform the Buyer about similar goods that the Seller provides, but the Seller may stop receiving these at any time by contacting the Seller (in accordance with clause 14 (Notices)).
13.2 The Seller will only give the Buyer’s personal information to third parties where the law either requires or allows the Seller to do so.
14. NOTICES
14. If the Buyer wishes to contact the Seller in writing, or if any clause in these Conditions requires the Buyer to give notice in writing, the Buyer can send this to the Seller by hand or by pre-paid post to Natural Stone and Timber Ltd, Voyager Park North, Portfield Road, Portsmouth, PO3 5FX, or by email to the Buyer’s local depot manager’s email address which can be provided by the Seller on request or can be found on the Seller’s website, catalogue or brochures. The Seller will confirm receipt of this by contacting the Buyer in writing.
14.2 If the Buyer wishes to contact the Seller by telephone, the Seller’s contact number is 02392 652923.
14.3 If the Seller has to contact the Buyer or give the Buyer notice in writing, the Seller will do so by e-mail, by hand, or by pre-paid post to the address or email address the Buyer provides in the Order.
15. OTHER IMPORTANT TERMS
15.1 The Seller may transfer its rights and obligations under a contract to another organisation, but this will not affect the Buyer’s rights or the Seller’s obligations under these Conditions. The Seller will notify the Buyer if this happens.
15.2 The Buyer may only transfer its rights or obligations under these Conditions to another person if an authorised representative of the Seller agrees in writing.
15.3 This contract is between the Seller and the Buyer. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
15.4 Each of the clauses of these Conditions operates separately. If any court or competent authority decides that any of them are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining clauses, which will remain in full force and effect permitted by law.
15.5 If the Seller fails to insist that the Buyer perform any of its obligations under these Conditions, or if the Seller does not enforce its rights against the Buyer, or if it delays in doing so, that will not mean that the Seller has waived its rights against the Buyer and will not mean that the Buyer do not have to comply with those obligations.
15.6 These Conditions are governed by English law. The Seller and the Buyer both agree to submit to the exclusive jurisdiction of the English courts.
For more information on the distance selling regulations please click here:
https://www.which.co.uk/consumer-rights/regulation/consumer-contracts-regulations-ajWHC8m21cAk