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Grand Stone Services Ltd - Terms & Conditions

Updated - 04.12.2022

Standard Terms and Conditions of Sale for Grand Stone Services Limited (“T&Cs")

Version 1- 12/2022 These Terms and Conditions (T&Cs) together with any order accepted by Grand Stone Services Limited (registered number 13353255) whose registered address is 13 Lemington Grove, Bracknell, England, RG12 7JE in accordance with Condition 1.2 (“Order”) forms the agreement (“Contract”) between Seller and the person or entity (“Buyer”) purchasing the goods (“Goods”) and, if applicable, any technical services ancillary to the supply of Goods (“Services”).

1. Basis of Contract

1.1 Seller’s quotations are non-binding invitations to Buyer to submit a binding offer. Buyer’s order constitutes an offer to purchase Goods.

1.2 The Contract is concluded by Seller accepting such order either in writing or by delivery of the Goods, whichever occurs first (“Order Confirmation”).

1.3 The Contract will be on these T&Cs to the exclusion of any other terms that Buyer purports to apply or incorporate or which are implied by trade, custom, practice or course of dealing.

1.4 Buyer may not cancel, postpone or vary an Order except with Seller’s written consent. Seller may cancel the Order at any time prior to delivery.

2. Prices and Payment

2.1 The price for the Goods will be the price as referred to in the Order Confirmation (“Price”) and, unless otherwise agreed in writing, is exclusive of:

     2.1.1 Any costs of insurance, carriage and delivery of the Goods;

     2.1.2 Taxes (including VAT), import duties or levies (as applicable).

2.2 Unless otherwise agreed the charges for the Services (if any) will be included in the Price.

2.3 Seller reserves the right up to the actual delivery date to vary the Price, by written notification to Buyer, to take account of:

     2.3.1 any increase in labour, materials and other manufacturing costs, any increase in or new taxes and duties, any increase in rates of exchange; and/or

     2.3.2 any variation in the Specification (as defined in Condition 6.1.1); and/or

     2.3.3 any change in delivery dates which results in an increase in the cost to Seller; and/or

    2.3.4 any extra expense resulting from Buyer’s Delivery Information or failure to provide the Delivery Information (as defined in Condition 4.4) or any delay caused by Buyer.

2.4 The Buyer shall pay the Seller in accordance with the following payment profile:

2.5 60% of the Price shall be paid by the Buyer to the Seller immediately or at the latest within 1 business day of Order Confirmation.

2.6 40% of the Price shall be Paid by the Buyer to the Seller 30 days before the Goods and Services are scheduled to be delivered and/or undertaken on site or at the delivery location.

2.7 Upon termination of the Contract the Buyer will pay the Seller the Price in full without any deduction (including in respect of any bank fees), set- off, counterclaim or withholding (other than any deduction or withholding of tax as required by law, in which case Buyer shall pay such additional amount as shall be necessary to ensure Seller receives payment of the full invoice amount).

2.8 Where any sum owed by Buyer to Seller is overdue, or if at any time the credit standing of Buyer has in the opinion of Seller been impaired for whatever reason, or if Buyer becomes Insolvent (as defined in Condition 5.5), Seller may at its own discretion (i) demand payment of all outstanding balances whether due or not and cancel or suspend all outstanding Orders, and/or (ii) recall Goods in transit; and/or (iii) withdraw any credit granted for deliveries already made and/or (iv) decline to make further deliveries except upon receipt of cash or satisfactory security.

2.9 Seller reserves the right to charge interest on any invoice not paid on or before the due date, at the rate of 5% per annum over the Bank of England base rate from the date on which payment is due until actual payment is made in full whether before or after any judgment.

2.10 For the avoidance of doubt, retention of any sums due to the Seller shall not be applicable.

3. Quantities

3.1 The quantity of the Goods will be as set out in the Order Confirmation.

3.2 The weight or volume of the Goods is the weight or volume as ascertained by Seller which will be accepted by both parties as correct. Seller will not be responsible for any weight loss during transit.

3.3 Seller may deliver an excess or deficiency of up to 10% without any liability whatsoever, save that the invoice value shall be adjusted accordingly so that Buyer only pays for the actual quantity dispatched.

3.4 Seller may deliver (and invoice) by instalments and each instalment will be deemed a separate Contract. Any delay in delivery or defect in an instalment shall not entitle Buyer to cancel or terminate the Contract or any other instalment.

4. Delivery

4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation and/or Site.

4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence.

4.3 For the avoidance of doubt the Seller shall not in any event be liable for any claims, losses, damages, liabilities to the Buyer for the Seller’s failure to deliver the Goods or Services by any quoted or agreed delivery date.

4.4 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract.

5. Risk and Ownership

5.1 The risk in the Goods shall pass to Buyer at the time of delivery or deemed delivery under Condition 4.

5.2 The legal and beneficial ownership of the Goods shall remain with Seller until it has received in full and cleared funds all sums due including the Price to it in respect of the Goods and Services.

5.3 Seller may end Buyer’s right to possession and use of the Goods with immediate effect if:

     5.3.1 payment under the Contract becomes overdue; or

     5.3.2 Buyer becomes Insolvent (as defined in Condition 5.5); or

     5.3.3 if Buyer encumbers or in any way charges any of the Goods; or

     5.3.4 if the Contract terminates for any reason.

5.4 Buyer grants Seller, its agents, employees and sub-contractors an irrevocable licence at any time to enter any premises and/or Site where the Goods are in order to recover them when Buyer’s right to possession and use has terminated.

5.5 In these T&Cs, “Insolvent” has the following meaning in relation to Buyer:

     5.5.1 it passes a resolution for its winding-up or a winding up order is made against it by a court or it has an administrator or an administrative receiver or a receiver or provisional liquidator appointed over its assets, income or any part thereof, or it is subject to a notice of intention to appoint an administrator or it enters into an arrangement with its creditors or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or

     5.5.2 it has any distraint, execution or other process levied or enforced on any of its property; or it ceases to trade or appears to cease trade.

6. Warranty

6.1 Seller warrants for a period of 7 days from the delivery date (“Warranty Period”) that:

     6.1.1 on delivery, the Goods shall comply in all material respects with Seller’s specification for the Goods as referred to in the Order Confirmation or as described in any relevant technical data sheet (“Specification”); and

     6.1.2 the Services will be provided using reasonable care and skill (the “Warranty”).

6.2 All descriptions, illustrations, technical specifications (other than the Specification) and advertising issued by Seller or contained in Seller’s catalogues or brochures are for the sole purpose of giving an approximate idea of the Goods represented by or described in them. They will not form part of the Contract and this is not a sale by sample.

6.3 Seller reserves the right to make any changes to the Specifications of the Goods which:

     6.3.1 are required to conform with any applicable safety, performance or other statutory or regulatory requirements; and/or

     6.3.2 do not materially alter the quality of the Goods, and Buyer will not be entitled to reject the Goods, by reason of such changes.

6.4 All Goods shall be examined and tested by Buyer on delivery.

6.5 Any claim by Buyer in respect of any short delivery, breach or suspected breach of the Warranty (each a “Defect”) must be made in writing to Seller within:

     6.5.1 3 days of delivery where apparent on reasonable examination;

6.6 Subject to the remainder of this Condition 6, if during the Warranty Period the Goods are proved to the reasonable satisfaction of Seller not to comply with the Warranty, Seller will either, at its option, replace or repair such defective Goods or refund the Price of the defective Goods.

6.7 Seller shall not be liable for the Goods' failure to comply with the Warranty and Buyer shall not be entitled to reject the Goods if:

     6.7.1 the relevant Defect was caused by damage in transit after delivery; or

     6.7.2 the Defect arises from wilful damage or negligence of Buyer, its employees, agents or sub-contractors (“Representatives”); or

     6.7.3 the relevant Defect was caused or exacerbated by Buyer’s, or its Representatives’, improper use, handling, alteration, maintenance, storage or failure to comply with instructions provided with, or given by Seller in relation to the Goods (if any); or

     6.7.4 the relevant Defect has not been notified to Buyer in accordance with Condition 6.5; or

     6.7.5 Buyer (or its Representatives) makes further use of the relevant Goods after discovering the Defect.

     6.7.6 For the avoidance of doubt the Seller shall not be liable for fair wear and tear, extreme weather conditions, wilful damage, negligence, failure to follow the Seller’s instructions (whether oral or written), misuse or alteration of the Goods without the Seller’s instructions.

6.8 Any Goods which have been replaced will belong to Seller and Seller may require as a condition of any replacement or refund that the defective Goods are returned to Seller. Any replacement Goods will be eligible to replacement or refund under the terms specified in Condition 6.7 for the unexpired portion of the original Warranty Period.

6.9 Subject to Condition 8.4, the remedies set out in this Condition 6 will be the sole and exhaustive remedies of Buyer in respect of any Defect. All warranties, conditions and other terms implied by law (whether as to quality, merchantability, description, fitness for purpose or otherwise) are excluded.

6.10 Any suggestion or representation concerning any possible use or application of the Goods made by Seller in any sales or marketing literature or in any response to a specific enquiry or any technical advice (whether oral or in writing) is given in good faith, but it is entirely for Buyer to satisfy themselves fully as to the suitability of the Goods for any particular purpose, even if this purpose is known to Seller.

6.11 For the avoidance of doubt, there shall be no warranty period for any Services undertaken by the Seller including any cleaning services.

7. Buyer’s Obligations

7.1 Buyer shall ensure that the terms of the Order and any information it provides in relation to the Goods or Services are complete and accurate.

7.2 Buyer will, and will procure that its Representatives will, only use or apply the Goods for the purposes and in the manner expressly set out in Seller’s written instructions (including e-mail instructions) (if any) supplied to Buyer in relation to the Goods and Services.

8.Liability and Indemnity

For the avoidance of doubt, the Supplier shall under no event be liable to the Buyer for any loss, damage, claim, and/or liability except for any claim for death or injury of any persons.

9.Workmanship and Fixing

General workmanship should be in accordance with relevant regulatory standards and current recommendations. Laying, fitting and fixing should be in accordance with the general guidance provided by the Seller but the Seller will not accept liability for the use or function to which the Goods are applied. Health and Safety procedures should be observed in accordance with the relevant regulatory standards.

10.Confidentiality and Data Protection

10.1 Buyer undertakes that it shall not at any time disclose to any person any confidential information concerning (i) the business, affairs, customers, clients or suppliers of Seller or any of its affiliates and (ii) the operations, processes, product information, recipes and formulae, know-how, designs, trade secrets of Seller or any of its affiliates, except as permitted by Condition 12.2 (“Confidential Information”).

10.2 Buyer may disclose Seller’s Confidential Information:

     10.2.1 to its Representatives who need to know such information for the purposes of carrying out Buyer’s obligations under the Contract. Buyer shall ensure that its Representatives to whom it discloses Confidential Information comply with this Condition 12; and

     10.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3 Each party shall comply with the (i) General Data Protection Regulation ((EU) 2016/679) (“GDPR”) together with any national implementing laws, regulations and secondary legislation (as amended or updated from time to time) in the EU and in the UK, including the UK Data Protection Act 2018 (“DPA”); (ii) any successor legislation to the GDPR and the DPA; and (iii) any other directly applicable regulation relating to data protection and privacy.

11. Intellectual Property

11.1 “IPR” means all patents, utility models, identification marks, trade marks, trade names, domain names, service marks, rights to prevent passing off, registered designs, design rights, copyrights, database rights, topography rights, confidential information for any of the aforementioned (including data, know-how and formulations) and any applications for any of the aforementioned and any similar right recognised from time to time with all rights of action for infringement in all countries in the world, together with all renewals and extensions.

11.2 No right or licence is granted to Buyer in respect of the IPR of Seller (or of any of its affiliates), except the right to use the Goods and Services in Buyer’s ordinary course of business.

11.3 Buyer shall not analyse, attempt to modify or reverse-engineer or otherwise seek to determine the structure of any Goods without the prior written consent of Seller.

11.4 Buyer will not use Seller’s name, logo, trade marks or other identification marks for the purposes of advertising or publicity without the prior written consent of Seller.

11.5 No warranty or representation is given by Seller that the Goods or Services do not infringe the IPR of any person. If Seller develops a product for the specific requirements of Buyer (“Instruction”), then all IPR created, composed, arranged or made in any other way whatsoever, pursuant to or arising from the Instruction shall vest in Seller. To the extent necessary Buyer hereby assigns to Seller with full title guarantee, all IPR created, composed, arranged or made in any other way whatsoever, carrying out the Instruction. Furthermore, Buyer waives in favour of Seller any so called moral-rights relating to the Instruction and undertakes to sign all documents and to do all things that may be necessary to record and perfect the transfer of the IPR contemplated in this Condition 11.6 and to assist Seller to file and prosecute all such copyright, design, patent and trade mark applications as may be required by Seller from time to time at its sole and absolute discretion and cost.

12. Assignment

12.1 To the extent permitted by law, Buyer shall not be entitled to assign, subcontract or otherwise transfer the rights and/or obligations under the Contract without Seller’s written consent (such consent not to be unreasonably withheld or delayed).

12.2 Seller may assign or otherwise transfer the rights and/or obligations under the Contract without Buyer’s written consent.

13. Termination

Any Order of sale and or Contract may be altered, extended, delayed or cancelled only with the written agreement of the Seller. If an Order is purportedly extended, delayed or cancelled by the Buyer whether or not with the Seller’s consent (and without prejudice to any other rights the Seller may have) the Buyer will indemnify the Seller and keep the Seller indemnified against all losses, damages, costs and expenses the Seller incurs as a result of such alteration, extension, delay or cancellation including the cost of any material, plant or tools used or allocated in connect with the Order, the cost of storage, the cost of labour and other overheads including a percentage of anticipated profit on the Order and the Seller reserves the right to resell the Goods without notice to the Buyer.

14. General

14.1 The parties do not intend that any term of the Contract will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person other than the parties.

14.2 The Contract constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter and neither party has entered into the Contract in reliance upon, and it will have no remedy in respect of, any representation, misrepresentation or statement (whether made by the other party or any other person) which is not expressly set out in the Contract.

14.3 Each party agrees that it is an independent contractor and is entering into the Contract as principal and not as agent for or for the benefit of any other person.

14.4 Any notice given in connection with the Contract must be in writing and must be delivered by hand or sent by prepaid first class or special delivery post or airmail post to the other party at its address as provided by it in writing or to its registered office. If so sent by post notices will be deemed to have been received at 9.00am two Business Days after posting and, if delivered by hand, on the day of delivery or, where such delivery occurs after 4.00pm on any Business Day, at 9.00am on the next following Business Day. If any notices are given otherwise than in accordance with this Condition 14 (including by email) such notices will not be valid.

14.5 The Contract and any non-contractual obligations arising out of or in connection with it will be governed by English law and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for the determination of any disputes, except where Seller elects to bring proceedings in the country where Buyer is incorporated.

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