1.1 In these Conditions:
“Buyer” means the party who buys or agrees to buy the goods from the Seller.
“Conditions” means these standard terms and conditions of sale and (unless the context otherwise requires) includes any special terms and conditions agreed (in writing) between the Buyer and the Seller.
“Contract” means these standard terms and conditions of sale and (unless the context otherwise requires) includes any special terms and conditions agreed (in writing) between the Buyer and the Seller.
“Delivery” means the actual or deemed delivery of the Goods in accordance with Clause 5.
“Director” means a main board director of the Seller, as registered at Companies House.
“Goods” means the goods (including any instalment of the goods) which the Seller is to supply in accordance with these Conditions.
means the acceptance in writing by the Seller in response to the Buyer’s order, to sell the Goods in accordance with the Seller’s quotation.
“Seller” means PENNINE STONE LIMITED (company number 04461256) of Askern Road, Carcroft, Doncaster, DN6 8DE, England.
1.2 Any reference to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 A reference to writing or written includes faxes and e-mails.
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.
1.5 A reference to a party includes its successors or permitted assigns.
2. BASIS OF THE SALE
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any order of the Buyer which is accepted by the Seller by way of the Order Acknowledgement, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate.
2.2 No variation to these Conditions shall be binding unless agreed in writing by a Director of the Seller.
2.3 The Contract constitutes the entire agreement between the parties. The Seller’s employees or agents are not authorised to make any representations concerning the Goods and the Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Seller unless set out in a valid Order Acknowledgement or confirmed by a Director of the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so set out or confirmed.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the 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.
2.5 Any typographical or clerical errors or omissions 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.
2.6 Any samples, drawings, descriptive matter, or advertising produced by the Seller and any descriptions, specifications or illustrations contained in the Seller's website, catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
3.1 All quotations are based on current cost of materials and transport and any variations between quotation and supply shall be the subject of price adjustment.
3.2 All delivery dates in quotations are based on current workloads and may be subject to variance at order placing stage.
3.3 All delivery dates stated in quotations exclude the period required for preparation and if required approval of working drawings. Order Acknowledgments will not be issued until such times as any such approvals are received and delivery dates quoted will apply from this date.
3.4 Without prejudice to clauses 3.2 and 3.3 hereof the time for delivery shall not be of the essence of the Contract and the Seller shall not be liable for any loss damage or additional costs whether arising directly or indirectly from delay in delivery. The Buyer acknowledges that delay may occur due to production issues or other reasons, in particular in relation to bespoke Goods
3.5 Quotations may be withdrawn at any time by the Seller and in any event shall lapse 30 days from the date of issue.
3.6 Any sample supplied to a Buyer is only to give a general indication of quality, colour or finish and shall not constitute in any subsequent sale a sale by sample.
3.7 All quotations are based on the quantities and specification stated on the enquiry or drawings and the Seller reserves the right to make price adjustments if the specification or quantities are altered prior to manufacture.
3.8 The Seller may, by giving notice to the Buyer at any time up to 3 Business Days before Delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to: any factor beyond the Seller's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate or accurate information or instructions.
3.9 The price of the Goods is inclusive of the costs and charges of packaging, insurance and transport of the Goods, (unless otherwise specifically stated, in which case such costs shall be invoiced to the Buyer)
4.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed by way of Order Acknowledgement. However the Seller reserves the right to charge for any abortive work carried out should an order be cancelled by the Buyer prior to such acknowledgment by the Seller.
4.2 The quantity, quality and description of and any specification for the Goods shall be those set out in the Order Acknowledgement. The Buyer is responsible for ensuring that the terms of the order and any applicable specification are complete and accurate.
4.3 The Buyer shall not in any circumstances be entitled to cancel any Order Acknowledgement or Contract unless agreed by a Director of the Seller in writing.
4.4 Any variation to the order must be confirmed in writing by the Buyer and acknowledged in writing by the Seller and until so acknowledged shall be ineffective.
4.5 Final quantification of components will be the Buyer’s responsibility including verification of quantification by the Seller where applicable.
4.6 The Seller may invoice for all Goods not accepted for delivery during the estimated delivery week.
4.7 The Seller cannot accept the return of Goods found to be surplus to requirements.
4.8 The Seller reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
4.9 To the extent that the Goods are to be manufactured in accordance with a specification supplied by the Buyer:
4.9.1 the Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Seller's use of the Specification. This clause shall survive termination of the Contract; and
4.9.2 no warranty is given that the Goods are fit for their intended purpose.
5.1 The time for delivery shall not be of the essence of the Contract. Estimated delivery weeks are given as accurately as possible, but whilst every effort will be made by the Seller to comply with such dates, compliance is not guaranteed and the Buyer shall have no right to damages or to cancel the order for failure to meet such dates. All estimated delivery weeks quoted are subject to approval of drawings (where appropriate) and run from the date of Order Acknowledgment.
5.2 The Seller shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a force majeure event or the Buyer's failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.3 Where prices include delivery to site, delivery will be to the nearest point providing a suitable hard standing and other suitable conditions for offloading. Should a Buyer or its agent require delivery or offloading to any other point this will be at the Buyer’s own risk.
5.4 Should the Buyer not be able to accept delivery of the Goods the Seller reserves the right to invoice the Goods as if delivered along with any abortive haulage costs and, if applicable, a restocking charge of 10%. The Buyer will then promptly pay reasonable storage charges until the delivery can be made.
5.5 The Seller allows one hour for offloading of vehicles, any time in excess of this caused through no fault of the Seller’s drivers or if the Buyer otherwise fails to accept delivery of the Goods then the Seller shall store the Goods until delivery takes place, and charge the Buyer for all related costs and expenses (including insurance).
5.6 Any claims for damage to Goods in transit or shortages must be made within 2 working days of the Delivery of the Goods to the Seller either by telephone, email or letter. In the case of such advice by telephone, confirmation by email or in writing (including photographic evidence if required) must be received by the Seller within a further 3 working days.
5.7 The date of delivery shall be in every case dependent on the Buyer’s compliance with the Contract in relation to payment.
5.8 The Seller shall be entitled to deliver the Goods by instalments and to invoice the Buyer for each such instalment. Each instalment will be considered a separate transaction and the failure in any one delivery shall not affect the due performance of the Contract as a whole or entitle the Buyer to cancel any other instalment.
5.9 Delivery of the Goods shall be completed on the Goods' arrival at the delivery location.
6. RISK AND PROPERTY
6.1 Risk of damage to or loss of the Goods shall pass to the Buyer upon Delivery.
6.2 Notwithstanding Delivery and the passing of risk in the Goods, or any 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 all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.
6.3 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 ordinary 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 moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
6.4 Until such time as the property in the Goods passes to the Buyer (and provided 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 any third party where the Goods are situated and repossess the Goods.
6.5 If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in clause 10.1, then, without limiting any other right or remedy the Seller may have, the Buyer's right to resell the Goods or use them in the ordinary course of its business ceases immediately.
7. TERMS OF PAYMENT
7.1 If the Buyer does not have a credit account approved by the Seller then payment of the Price of the Goods shall be due and payable on the date of the issue of the Order Acknowledgement unless otherwise agreed in writing by the parties and time of payment of the Price shall be of the essence of the Contract.
7.2 If the Buyer does have a credit account approved by the Seller then payment of the Price shall be due on the 28th day of the month immediately following the month in which the Goods are invoiced.
7.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller,:
7.3.1 the Seller shall be entitled to cancel the Contract or suspend any further deliveries to the Buyer;
7.3.2 the Seller shall be entitled to appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer);
7.3.3 charge interest to the Buyer at the rate of 8% per annum above the base rate from time to time of the Bank of England on the unpaid balance (such interest to accrue on a day to day basis from the due date for payment until receipt of cleared funds by the Seller of the full amount whether before or after any judgement); and
7.3.4 the Buyer shall indemnify the Seller against all costs and expenses (including any legal costs and expenses on a full indemnity basis) incurred or sustained by the Seller in recovering sums due or in exercising its rights pursuant to Clause 7.
7.4 The Seller shall in respect of all unpaid debts owed to the Seller by the Buyer have a general lien on all goods and property of the Buyer in the possession of the Seller and shall be entitled, upon the expiration of 14 days’ notice to the Buyer, to dispose of such goods and property as it thinks fit without liability to the Buyer and to apply the proceeds towards payment of the said debts.
7.5 The Seller reserves the right to refuse, restrict or terminate credit terms at its sole discretion without prejudice to orders placed with the Seller. All outstanding monies will then become due immediately upon issue of the Order Acknowledgement as detailed in Clause 7.1.
7.6 Under no circumstances except with the Seller’s written consent shall the Buyer withhold any payment of any amount due to the Seller because of a disputed claim of any nature nor shall the Buyer be entitled to claim a right of set off, claim or counterclaim in respect of any of the Seller’s obligations arising in respect of matters other than the Contract for which payment is due to the Seller.
7.7 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 52(1)(a) of the Sale of Goods Act 1979 is excluded to the extent permitted by law.
8. WARRANTIES AND LIABILITY
8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with any specification of the Goods forming any part of the Contract at the time of Delivery and at the time of Delivery will be free from defects (except minor defects) in materials and workmanship.
8.2 The above warranty is given by the Seller subject to the following conditions:
8.2.1 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; and
8.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, incorrect movement, installation or erection, failure to follow the Seller’s recommendations (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval.
8.3 The Buyer must give written notice to the Seller within three working days of receipt of the invoice if the Goods have not been delivered by the Seller or its carrier to the Delivery Address. Failure to give written notice pursuant to this sub-clause shall mean that the Buyer shall be deemed to have accepted the Goods as being in conformity with the Contract.
8.4 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 in writing to the Seller within 7 days from the date of Delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If Delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not thereafter be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the Price as if the Goods had been delivered in accordance with the Contract. The Buyer shall not attempt to carry out any repair to allegedly faulty Goods before a reasonable period has elapsed following notification to the Seller of any such claim.
8.5 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 or repair 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), and the Seller shall have no further liability to the Buyer.
8.6 Subject to clause 8.10, the Seller shall not be liable to the Buyer by reason of any representation, 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 or 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 connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.
8.7 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including:
8.7.1 Act of God, explosion, flood, tempest, extreme adverse weather conditions, fire, malicious damage or accident;
8.7.2 war or threat of war, sabotage, insurrection, riot, civil disturbance, interference by civil or military authorities or requisition;
8.7.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
8.7.4 import or export regulations or embargoes;
8.7.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or a third party), default of suppliers or subcontractors;
8.7.6 difficulties in obtaining materials, labour, fuel, components, parts or machinery;
8.7.7 breakdown of plant or machinery, nuclear, chemical or biological contamination, collapse of building structures; and
8.7.8 failure of energy sources or transport network.
8.8 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by the law.
8.9 Where the Goods are sold under a consumer sale (as defined by The Consumer Protection from Unfair Trading Regulations 2008) the statutory rights of the Buyer are not affected by these Conditions.
8.10 For the avoidance of doubt the Seller may provide outline guidance only on erection of any Goods. For the purposes of clarification the Seller shall not be responsible for the quality of construction or assembly or for any other element of a structure or foundations into which or on which Goods are incorporated or placed.
8.11 The Goods are manufactured using natural products and colour variations are inevitable (and aim to mimic the appearance and character of quarried stone with inherent variations in both colour and texture) both between individual items of the Goods and over time. Colour differences can arise due to the different ages or composition of batches of the Goods and may also arise due to the water content and sunlight exposure of individual castings. Colour variation can be due to the position of the Goods on a building which allows one area to become wetter than another during normal weather conditions.
8.12 Nothing in these Conditions shall limit or exclude the Seller's liability for:
8.12.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
8.12.2 fraud or fraudulent misrepresentation;
8.12.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
8.12.4 defective products under the Consumer Protection Act 1987.
8.13 Subject to clause 8.12 the Seller’s aggregate liability under any one claim or under the total of all claims arising from any one act or default of the Seller howsoever such claim or claims arise (be it by negligence, breach of contract, misrepresentation or otherwise) shall in no circumstances exceed one and a half (1.5) times the price of the Goods which are the subject of the claim.
The erection and installation of the Goods is the Buyer’s sole responsibility. In particular the Seller shall not be responsible for the quality of construction or assembly or for any other element of the structure of which the Goods form part or of any foundations on which the Goods are installed.
10. INSOLVENCY OF BUYER (AND TERMINATION)
10.1 This clause applies if:
10.1.1 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
10.1.2 an encumbrancer takes possession, or an administrative receiver or administrator is appointed, of any of the property or assets of the Buyer; or
10.1.3 the Buyer ceases, or threatens to cease, to carry on business or suffers any action in consequence of a debt; or
10.1.4 the Buyer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts; or
10.1.5 the Buyer's financial position deteriorates to such an extent that in the Seller's opinion the Buyer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
10.1.6 the Seller reasonably considers that any of the events mentioned above is likely to occur in relation to the Buyer and notifies 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 with immediate effect (by giving written notice to the Buyer) without the Seller having 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 or arrangement to the contrary.
10.3 Termination or cancellation of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
Any moulds created or used by the Seller to make the Goods shall remain the property of the Seller.
12. INTELLECTUAL PROPERTY
All intellectual property rights in the moulds and Goods shall vest in the Seller absolutely and the Buyer shall at the Seller’s expense execute any documents or do any acts necessary to give effect to the vesting of such rights in the Seller.
13. RETURNING THE GOODS WITHOUT FAULT
13.1 Where the Contract is a Distance Contract, and the Buyer purchases the Goods as a Consumer (i.e. any natural person who is acting for purposes which are outside his business), unless the Goods are made to the Buyer’s specifications or clearly personalised or which by reason of their nature cannot be returned, the Buyer may cancel the Contract and return any delivered or collected Goods to the Seller for any reason at all, provided that the Buyer must have notified the Seller in writing between the date of the Order Acknowledgement and 7 working days beginning with the day after the day on which the Buyer receives the Goods. The return of the Goods must be to the address notified to the Buyer at the time the cancellation is acknowledged by the Seller.
13.2 if the Buyer returns the Goods as provided above:
13.2.1 the Seller will only be obliged to accept them if the Buyer returns them in their original condition. The Goods are the Buyer’s responsibility and at the Buyer’s risk until the Seller receives them. The Buyer shall be responsible for paying all the costs of returning the Goods; and
13.2.2 within 30 days of the Buyer’s notice of intention to return, the Seller shall refund the payment made by the Buyer or the Buyer’s credit or debit card company.
13.3 If the Seller has not received the Goods within 15 days of the Buyer’s notice of intention to return, the Buyer agrees that the Seller will be authorised to collect the Goods from the Buyer and obtain from the Buyer or the Buyer’s credit or debit card company its reasonable charges for the cost of collection and return of the delivered Goods under the cancelled Contract.
14.1 No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.2 The Seller may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
14.3 The Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Seller
14.4 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 be 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.
14.5 A person who is not a party to the Contract shall not have any rights to enforce its terms..
14.6 The Contract shall be governed by the laws of England and any dispute arising out of it or in connection with it (including non-contractual disputes or claims) shall be determined by the non-exclusive jurisdiction of the English courts.
14.7 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid post or sent by fax or e-mail:
14.7.1 in case of communications to the Seller to its registered office or such other address as shall be notified to the Buyer by the Seller;
14.7.2 in the case of communications to the Buyer to the registered office of the addressee or 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;
14.7.3 and communications shall be deemed to have been received: if sent by pre-paid post, three days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or if delivered by hand, on the day of delivery; or if sent by fax or e-mail on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
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TecCast is a Semi - Dry product which uses a combination of traditional materials and technologically innovative admixtures to produce stone which is without equal.
TecLite uses a fibre-reinforced mix to produce light weight products which look and behave exactly like traditional cast stone.
WetCast is a traditional wet mix material which is used to produce dense heavy duty, extremely robust products, ranging in size from small decorative items such as cills, heads and copings right up to large cornices, beams, columns and porticos.