TRISTONE UK LTD CONDITIONS OF SALE
1. DEFINITIONS Under the terms and conditions of sale set out above: The Company means Tristone UK Limited. The Buyer means the corporation, firm, company, institution, person or persons to whom a quotation is made or to whom goods are sold by the Company. “Goods” means products supplied by the Company under this contract. “Customer” means the corporation firm, company, institution, person or persons.
2. GENERAL Any order accepted by the Company whether or not it is based on or results from this or any other quotation or tender given by the Company is deemed to incorporate these terms and conditions: no variation or modification of or substitution for these terms and conditions (even if included in or referred to in the document placing the order) shall be binding on the Company unless specifically accepted by the Company in writing.
3. VALIDITY OF QUOTATION unless previously amended or withdrawn the Company’s quotation is open for acceptance for the period stated therein or where no period is stated for 30 days after the date thereof. The Company’s quotation is not an offer but merely an invitation to the Buyer to make an order for goods under the terms and conditions of the quotation.
4. CONFIRMATION OF ORDERS accepted by the Company may not be cancelled under any circumstances unless agreed in writing by the Company. Cancellation of goods ordered to the buyer’s own specification will not be accepted. Orders by email, online or telephone are accepted only at the Buyer’s own risk and subject to these conditions. They should always be confirmed by the Buyer in writing.
5. RETURNED GOODS once dispatched may not be returned without the Company’s consent in writing. In any event where such consent is given a re-stocking charge. Goods returned must be adequately identified and packed and sent carriage paid and must be received in the same perfect condition as at date of dispatch from the Company’s warehouse.
6. WARRANTY The Company’s goods are tested or examined before dispatch and are supplied with a warranty from the product manufacturer, but are supplied without guarantee express or implied that they are suitable for use under any special conditions or for any particular purpose although such condition or purpose may be known to the Company at the time. Nor in the absence of a specific guarantee in writing is any guarantee given as to the life or wear of the Company’s goods. The Company will however repair, or at their option replace goods in which defects under proper use appear within a period of twelve calendar months after installation and which arise solely from faulty design or materials other than design or materials made or specified by the Buyer, provided always that acceptable proof is rendered as to the date of purchase and any defective parts are promptly returned free to the Company’s address. The provisions of the Sale of Goods Act 1979 and Unfair Contract Terms Act 1977 shall apply to this contract, but this guarantee is given in lieu of all warranties or conditions and liabilities whatsoever implied by law, statute or otherwise, and in particular, without prejudice to the generality of the foregoing, the Company shall not be liable for loss of profit or goodwill of the Buyer or any other person arising, directly or indirectly, from any breach of this contract or for any other indirect or consequential damage whatsoever. Save as provided in this clause neither the Company nor its servants and agents shall be under any liability whether in contract, tort or otherwise howsoever, in respect of the Goods or for any injury, damage or loss whatsoever and howsoever resulting there from or from any work done in connection therewith. The Company provides no guarantee of the workmanship or fabricators chosen by the customers.
7. PRICES are subject to alteration or withdrawal without notice. Orders can only be accepted subject to the condition that Goods will be invoiced at prices ruling on the date of despatch from the Company’s premises unless otherwise stated on an official quotation of the Company. Unless otherwise stated, prices are net ex works excluding VAT.
8. DELIVERY, unless otherwise specified in the quotation, delivery shall take place when the Goods are delivered to the Buyer’s premises, or to such other premises as shall be stipulated in the contract. If by reason of the Buyer’s default the goods are not taken up or delivered by the date specified in the contract, the Company may either treat the contract as repudiated or alternatively store the goods at the Buyer’s own risk and expense. Estimates of delivery dates and times are to be regarded as approximates only and the Company accepts no liability for any loss, injury, damage or expenses consequent upon any delay in delivery of goods. Delay due to circumstances outside the control of the Company shall not entitle the customer to cancel any order or refuse to accept delivery. Offers for delivery from stock are made subject to goods remaining unsold at the time receipt of order.
9. PROPERTY IN THE GOODS The ownership of goods supplied under this contract will only pass to the Buyer when all monies owed to the Company, in particular in respect of (a) the Goods and (b) all other goods the subject of any other contract between the Buyer and the Company which, at the time of payment of the full price of the Goods, have been delivered to the Buyer but not paid for in full, have been paid. Until that time the aforementioned goods (including the Goods) will remain the Company’s property. Until actual payment of all sums due by the Buyer to the Company, the Buyer shall store and mark the Goods in such a manner that they shall be readily ascertainable as Goods which are the property of the Company, provided that this shall not prevent the Buyer from selling and using the Goods in the ordinary course of his business until such permission has been withdrawn pursuant to clause 11.
10. RISK shall pass when the goods are delivered to the Buyer, delivery being defined as in clause 8 above.
11. PAYMENT Liability for payment for Goods shall arise on delivery, to or collection by the buyer and such payment must be made not later than the end of the month following the month of invoice – any discounts specified in the Company’s quotations shall relate only to payments so received. The Company reserves the right to charge interests on overdue amounts at the rate per annum of 2.5% above the Bank of England minimum lending rate ruling on the last date on which payment must be made. If payment is not made by such date or if the Buyer is in default as regards payment under this contract with the Company (without prejudice to its other rights) reserves the rights. (a) To suspend deliveries under this contract for so long as the default continues. (b) To serve notice on the Buyer that if sums due under this contract are not paid within 14 days, the Company shall be entitled to treat this contract as repudiated or (c) To sue for the price, notwithstanding that property of the goods have not passed to the Buyer. After service of the notice described in (b) above, or on the occurrence of any of the circumstances described in clause 12 as entitling the Company to treat this contract as repudiated the Buyer shall not submit Goods to any process of manufacture, incorporate them or mix them with other goods, nor change their nature in any way whatsoever nor shall the Buyer sell any goods which are still the property of the Company to a third party until all monies due to the Company are paid. Please note that under the provisions of the Late Payment of Commercial Debts (Interest) Act 1998 we are entitled to charge interest at the rate of 8% per annum over the Bank of England base rate on any sums due past any credit period. The Act also provides that a charge may be made by way of late payment compensation. Please note we reserve the right to levy these charges at our discretion. If the seller agrees to provide credit facilities to the buyer, I/We, as primary obligors, hereby unconditionally and irrevocably guarantee to the seller the due payment and discharge by the buyer of all the buyers’ present and future indebtedness to the seller. If the buyer defaults in payment of any indebtedness to the seller when due I/We shall pay to the seller on demand, without set off other deduction, an amount equal to the amount so unpaid. Our/ My agreement to make the above payments shall not be discharged by time or any other concessions given to the buyer by the seller or by anything the seller may do or omit to do, shall be in addition to any other guarantee or security held by the seller at any time for any indebtedness of the buyer, shall be a continuing liability, shall not be discharged by any intermediate settlement of any indebtedness of the buyer, shall remain in effect until all indebtedness of the buyer is discharged in full, shall remain in force not withstanding any failure, defect, illegality or unenforceability of or in any of the buyer’s obligations in respect of any indebtedness to the seller and where given by more than one person, shall be binding on each such person jointly and severally. Payment in full of the amount shown on the invoice is due not later than the end of the month following the month of invoice (unless extended terms have been agreed). If payment is not made by the due date Tristone UK reserves the right to take legal action or to appoint debt collection agents to obtain payment. In the event all additional costs incurred will be subject to a surcharge plus VAT to cover the collection cost incurred. This surcharge together with all other charges and legal fees incurred will be the responsibility of the customer and will be legally enforceable. Buyers continuing to fall into default of the payment terms may lose their credit limit without notice. 1/We reserve the right to remove a buyer’s credit limit at our discretion, if payment terms have not been adhered to.
12. INSOLVENCY Without prejudice to its other rights, the Company may by notice treat this contract as repudiated if: the Buyer is wound up or dissolved or enters into liquidation whether compulsory or voluntary (except for the purpose of a solvent reconstruction or amalgamation), or the Buyer becomes insolvent within the meaning of section 61(4) Sale of Goods Act 1979 or becomes bankrupt or enters into any voluntary arrangement or composition with his creditors, if the Buyer is an individual, or if the Buyer has any action, application or proceedings taken in respect of it for a Voluntary Agreement (as defined in Section 1 (1) of the Insolvency Act 1986) or effects a composition or reconstruction of its debts, or if the Buyer has an administration petition presented, or has a receiver, liquidator, administrative receiver, trustee or similar officer appointed, or if the Buyer is unable to pay its debts (as defined in section 123 of the Insolvency Act 1986), or a meeting is convened at which a resolution to wind up the Buyer will be proposed or on the passing of a resolution, or on any other event or default of any nature whatsoever which would cause the company reasonably to consider that its ownership of the Goods or in their proceeds of resale may be adversely effected, or that it is unlikely to be paid in full for the Goods. When such notice is given, all Goods that remain the property of the Company shall forthwith be redelivered to the Company at the Buyer’s risk and expense and for the purpose of taking possession of such Goods, the Buyer, for itself, its administrators, receivers, managers, liquidators or trustees in bankruptcy hereby grant to the Company an irrevocable license to enter its premises for the purpose of taking possession or repossession of the Goods.
13. PART PAYMENT AND RESALE If notwithstanding the Buyer’s default, the Company chooses to enforce this contract, it shall recover and sell only so many of the Goods as may be necessary to obtain the full purchase price, interest and any other sums due from the Buyer with such further sum as represents proper damages for the Buyer’s breach of contract. Any surplus Goods or funds obtained from such resale shall be passed on to the Buyer. If the Company chooses to treat this contract as repudiated, the Company shall repay to the Buyer any part payment of the purchase price of those Goods which remains after deduction of an amount representing damages for the Buyer’s breach of contract. If the Buyer sells any Goods which remain the Company’s property, the proceeds of resale and/or the claims to such proceeds shall at all times be held on trust for the Company and the Buyer shall pay all such proceeds into a bank account separate from all other monies and the Company shall account to the Buyer for any sums in excess of the price of the Goods and other sums payable under this contract.
14. LAWS APPLICABLE Any contract subsisting between the Company and the Buyer shall be construed in all respects in accordance with the Laws of England and unless otherwise arranged is subject to the conditions of the English Courts.
15. ERRORS Clerical errors and omissions are subject to correction without notice.
16. DAMAGE OR SHORTAGE Where goods are delivered by outside carriers damage or part loss claims cannot be entertained unless the carriers and the Company is notified in writing within 2 days from date of delivery. Where goods are delivered by the Company and a receipt of a delivery note signed by the customer is received, the goods will be deemed to have been examined and therefore no claim for damage or loss can be entertained by the Company. The Buyer may not exclude this provision either by making his signature “unexamined” or by failing to return the signed delivery note or otherwise.
17. NOTICES shall be in writing sent to the address of the appropriate party set out on the face of this contract or to such other addresses as may from time to time (by notice to the other party) be designated, and notices shall be deemed to have been duly given. (1) On the date of transmission if sent by cable, telegram or fax. (2) On the date of delivery if delivered by hand (3) Two days after the date of posting if sent by First Class Mail In providing service by post it shall be sufficient to prove the envelope containing the notice as properly addressed, stamped and posted.
18. NO WAIVER No relaxation, forbearance, indulgence or delay by either party in enforcing any of the terms of this contract or the granting of time by either party to the other shall affect, prejudice or restrict the rights of the other party under this Agreement nor shall any waiver of any breach of this Contract operate as a waiver of any subsequent breach.
19. COPYRIGHT AND TRADEMARK Any use of the Tristone® by Lion Surfaces name or branding must be approved by Tristone UK Limited. When using the Tristone® by Lion Surfaces logo in any form, credit lines must be added to media both online and offline. Use the appropriate credit lines in all communications, listing all the Tristone UK Limited trademarks used in your communication. List only the trademarks actually used in your materials. When the product name or product logo is being used put the following credit line: ‘Tristone® by Lion Surfaces and its logos are registered trademarks of Tristone UK Limited in the United Kingdom.’ Place the credit lines wherever you provide legal notifications. Credit lines should appear only once in your media or website.