1. (a) All quotations are made and orders accepted subject to the conditions set out herein save where these are excluded by express agreement in writing;
(b) Any conditions, whether incorporated in a customers printed order form or otherwise, shall form part of a contract with us only in so far as they are not inconsistent with these conditions or other express terms of such contract.
2. (a) Each contract is made under and is subject to English Law; any claims, proceedings or disputes relating thereto shall be pursued in English courts of law.
(b) Schedule 1 to the Uniform laws on International Sales Act 1967 shall not apply to sales by us.
3. (a) Prices are subject to alteration without notice, and the price current at the date of delivery is the contract price unless otherwise agreed;
(b) Quotations are open for acceptance within thirty days unless otherwise stated.
4. (a) Credit will be granted at our discretion and the following terms for payment will then apply. Otherwise goods must be paid for when the contract is made;
(b) Payment at the nett invoice price is due as stated on invoice;
(c) Goods will be invoiced when ready for delivery;
(d) If the customer fails to make any payment at the due time, we shall be entitled to suspend or cancel work (including delivery) on other orders outstanding from the customer without prejudice to our rights to receive payment for the work already carried out on those orders and to recover the sum unpaid on any previous order;
(e) In the event of the customer failing to make payment at due time we shall have the right to maintain an action for payment of the price. We shall also be entitled to recover interest from the customer at the rate of 1¼% per month from the date on which the price became due until paid;
(f) We reserve the right to refuse cancellation of orders. Where such cancellation is accepted any charges relative to the amount of work already executed will be levied together with a charge for machine time and other incidental charges.
5. All goods are at the risk of the customer as soon as they have been delivered or the Customer has been notified that they are ready for delivery (whichever is earlier). However, UK Slate Limited (the Company) and the Customer expressly agree that until the Company has been paid in full for the goods (and any transportation and insurance costs) comprised in this or any other sale contract between them (time of such payment being of the essence):-
(a) The goods comprised in the contract remain the property of the Company (although the risk therein passes to the Customer at the point where delivery begins).
(b) The Company may recover those goods at any time from the Customer in his possession if the Company judges that the amount outstanding from the Customer on the general statement of account between the parties is in excess of the credit limit the Company is willing to accord to the Customer and for that purpose the Customer hereby authorises the Company, its servants or agents to enter upon any land or building upon which the goods are situated.
(c) If the Customer incorporates such goods into other products (with addition of his own goods or those of others) or uses such goods as materials for other products (with or without such addition) the property in those other products is upon such incorporation to use ipso facto transferred to the Company and the Customer is bailee of them for the Company, will store the same for the Company in a proper manner without charge to the Company.
(d) The Customer has the right to dispose of the goods or such other products in the course of his business for the account of the Company and to pass good title to the goods or products to his customer being a bone fide purchase for value without notice of the Company's rights.
(e) In the event of such disposal the Customer has the fiduciary duty to the Company to account to the seller for the proceeds but may retain there from any excess of such proceeds over the amount outstanding under this or any other sale contract between them and the Company has the additional right to recover the Customer's price from the Customer’s customer to the extent unpaid; if the Company avails himself of such right the Company will account to the Customer for any such excess as aforesaid less any expenses incurred by the Company in or about the recovery.
6. (a ) We will make every effort to keep to delivery dates quoted but we accept no liability for any financial or other loss (whether direct or indirect) caused to the customer if delivery is nevertheless delayed.
(b) We will arrange delivery of goods to a U.K. destination for the customer by road transport unless otherwise requested;
(c) The property of the goods will pass to the customer when they are loaded on to the transport (except when they are being delivered by our own transport or when trading arrangements are on a F.O.B., C.I.F. or similar basis);
(d) If we are asked to stock goods or if we have to stock goods because of the fault of the customer, after the goods are ready for delivery the customer shall pay storage and all other charges. The storage will be at the customer's risk and will not entitle the customer to postpone payment of any sums due to us;
(e) When goods are sold at delivered prices and carried by British Rail or other hauliers transport these will be subject to the carrier's conditions and our liability for damage in transit shall be limited to that accepted by the carriers. Non-delivery must be reported to us in writing within fourteen days of despatch. Damage in transit must be notified to us and to the carrier's, in writing, within three days of receipts of the goods, otherwise responsibility cannot be accepted.
7. Any goods supplied shall be deemed to have been described only to the extent that drawings, templates, or detailed specifications are given to us;
we retain full discretion as to any matter not so specified, but not so as to justify any customer in relying upon our skill and judgement or upon our selection of the type or quality of goods supplied except in so far as we have expressly accepted responsibility therefore.
8. No liability shall arise in respect of:
(a) delays in delivery occurring as a direct or indirect result of war, accident, adverse weather conditions, fire, labour disputes, mechanical breakdown, fall of rock, or other cause of whatever nature which may be beyond our immediate control or power to remedy, in the event of such delay the time for delivery shall be extended until the expiration of a reasonable time after the cessation of such cause of delay, or for such period as the parties shall agree:
(b) any defect in goods supplied which are not proved to have existed at the time of delivery;
(c) variations in colour or in the natural markings on stone supplied which could not be reasonably avoided or controlled by us;
(d) any conditions or warranties, whether express or implied by law or otherwise, which are inconsistent with these conditions, and any damage or other loss, whether caused by negligence or otherwise;
(e) save as provided in paragraph 6(e) hereof, any claim whatsoever made in respect of any defect in or damage to goods supplied howsoever caused in respect of which written notice has not been sent to us by post within fourteen day of delivery of such goods.
9. (a) Full detailed working instructions and actual cutting sizes must be provided in good time for our use;
(b) All drawings, designs, specifications and other information which we supply in connection with a quotation or order are confidential. They remain our property and must not be disclosed to any third person without our written permission.
10. (a) We cannot accept liability for errors in quantity, dimensions, description or prices unless notification is sent to us within seven days of receipt thereof, or of delivery of the goods, as the case may be;
(b) All specified thicknesses are nominal;
(c) When a natural riven finish is required, this is obtained by a natural split of the slate; as such we cannot guarantee against variations in thickness.
11. (a) Drilling slots, copper cramps, dowels etc. will be charged extra unless otherwise stated
(b) Prices quoted per square metre are based on a straightforward roof at 75mm lap, (the lap being measured from the head of the slate) but they are not guaranteed and they do not provide for breakage in holing and general handling at the site, breakage in transit, cutting to waste on hips, valleys etc., drop courses in random slating and for under-eaves courses etc.
12. Subject to any statutory provision to the contrary, goods sold by us shall not be re-sold by a customer into a country other than his own except when the goods form an integral part of his own