CARDINAL CAST SLATES LIMITED
Terms and Conditions of Trading
1.1. In these conditions:-
"the Company" shall mean Cardinal Cast Slates Limited
"the Customer" is the person firm or company by whom the order is given and with whom the contract is made
"Slates" means all concrete roofing slates and
ancillary equipment included in the customer's order and for the purposes hereof includes services
"Order" means the order (whether written or oral)placed by the Customer with the Company for the supply of Slates by the Company
1.2. Unless otherwise agreed in writing by the Company these conditions shall exclusively govern the contract between the Company and the Customer. They shall override any terms or conditions stipulated or referred to by the Customer at any stage even if such
terms and conditions are stated to take precedence over any other conditions.
1-3. Unless incorporated in the Company's quotation or order acknowledgement the Company shall not be bound by any variation waiver of or addition to these conditions except as agreed by the Company in writing.
1.4. The headings used in these conditions are for convenience only and shall not be taken into account in the legal construction thereof.
All quotations and orders shall be invitations to treat and no binding contract shall be or be deemed to have been made by the Customer's order in respect of a quotation by the Company or otherwise until it has been accepted verbally or in writing by the Company.
A quotation by the Company is valid only for the period specified in that quotation or when no period has been specified for the period of six weeks from the date of issue of the quotation or until withdrawn by the Company (whichever is the sooner).
3.1. The price or prices quoted by the Company in a quotation may be varied at any time by the Company before a binding contract has been entered into with the Customer.
Unless otherwise stated in the Company's quotation or agreed in writing between the Customer and the Company prices are exclusive of delivery and insurance charges which shall be charged to the Customer at current
rates in addition to such prices.
Prices and other charges of the Company are exclusive of value added tax or any other tax payable on the supply of goods which value added tax or other tax shall be charged and be payable at the rate or rates in force at the date of the relevant tax point.
An order placed with the Company cannot be cancelled or withdrawn once it has been accepted in writing by the Company. Should, however, the Company increase its quoted price before a concluded agreement is
reached, the customer will be entitled to withdraw any order based upon the first quoted price and shall not accordingly be bound by any purported acceptance of that order by the Company.
Any Slates returned to the Company without its consent in writing will not be accepted by the Company and will remain at all times at the Customer's risk.
4. DELIVERY AND DELAY
The Company will use all reasonable endeavours to meet a delivery date but time shall not be deemed to be of the essence and the Company shall not be liable for failure to perform or for delay in performing the contract by any cause outside its control.
The Company will inform the Customer as soon as is reasonably possible after the coming into the knowledge of the Company of the occurrence of any happening or event thought likely to cause any failure of or delay in the performance of the contract. The
Customer shall not be entitled to terminate the contract by reason of any delay in its performance as aforesaid until such Customer has given to the Company reasonable prior notice in writing to make time of the essence.
The Company shall if it is responsible for the delivery of the Slates to the Customer deliver the Slates to the place provided for delivery in the contract And where no definite place of delivery has been specified or no time for collection has been agreed by the time the Slates are ready for delivery or collection the Company may give the Customer written notice of availability of the Slates and if the Customer fails to specify in writing a place for
the delivery of the Slates or fails to collect the same within seven days of the date of the Company's notice the risk in such Slates shall immediately pass to the Customer and the Company shall be entitled but not bound to store such Slates at any available place at the sole expense of the Customer.
5. LOSS OR DAMAGE IN TRANSIT
If in the contract with the Customer the Company is responsible for the delivery of the Slates by the Company to the Customer the Company will replace free of charge any Slates lost or damaged in transit through the negligent act or default of the Company Provided that (1) the Company is given written notice of such loss or damage within seven days of delivery or of the day upon which the Slates would have been reasonably likely to have been delivered had they or part thereof not been lost (2) nothing in this condition shall impose liability on the Company for the repair or replacement of Slates lost or damaged in transit if the Customer is responsible for insuring the same during transit.
6. FREIGHT CHARGES
If included in the quotation freight and insurance charges may be varied by the Company without any requirement to notify or obtain the consent of the Customer in accordance with the rates for such freight and insurance charges ruling at the time of dispatch and any such varied charges will be payable by the Customer.
7. SAMPLES AND DESCRIPTION AND SPECIFICATION OF SLATES
Samples are provided as indicating only the nature of the Slates quoted for and whilst the Company will endeavour approximately to match any colour requirements specified by the Customer no warranty or guarantee is given as to the exact shade or colour of Slates supplied. Further, the Company does not warrant or guarantee that Slates supplied will not fade or change colour naturally once in situ but does guarantee that all colouring agents used by it will be in accordance with BS1014 or any similar standard substituted therefor.
8. PAYMENT TERMS
All sums due as shown in the Company's invoice must be
paid on or before delivery unless credit terms have been agreed.
The Company reserves the right to charge interest at
a rate of 1.5% per calendar month on accounts not paid as specified in condition 8.1 hereof such interest to be payable from 14 days after the date of the relevant invoice to the date on which payment is actually made (as well after as before any judgment).
9. DELIVERY CRATES
Unless otherwise agreed all Slates will be delivered in crates. These crates will at all times remain the property of the Company.
The Company will charge the Customer a deposit for the crates. The deposit will be invoiced and payable in accordance with the provisions at Clause 8 hereof.
The Customer must return to the Company or make available for collection all crates supplied within four weeks of delivery.
The crates made available for collection by the Company should be positioned in a place accessible to suitable transport for their removal.
10.1. Slates are deemed to have been accepted by the Customer on delivery as fully complying with the contract unless a claim for damage shortage or nondelivery has been made in writing to the Company within seven days of such delivery. It is the responsibility of the Customer to check off the number of crates delivered against the number of crates stated as being delivered on the Company's invoice.
Subject to 11.6 no Slates may be returned to the Company without the prior written agreement of the Company.
The Customer shall be legally obliged to accept on delivery and to pay for all Slates complying with his order.
11. TITLE AND EXCESS SLATES
The legal and equitable title to and ownership of the Slates supplied hereunder is reserved to the Company and will not pass to the Customer until:-
The Slates the subject of the contract have been paid for in full, and
All other goods the subject of any other contract between the Company and the Customer which at the time of payment of the full price of the Slates sold under this contract have been delivered to the Customer but not paid for in full have been paid for in full
And the following provisions shall apply:-
11.3. The Customer shall hold any such Slates not paid for in full in the capacity of a fiduciary owner in trust for the Company.
The Customer shall be responsible for storing such Slates in such a way that they can be identified as such.
The Customer shall not sell agree to sell or make any other disposition of the Slates'including the affixing of any Slates to any roof until they have been paid for in full nor without prejudice to the generality of the foregoing pledge charge or create any other form of security over or part with possession of the Slates
or any part thereof until they have been paid for in full.
It is the practice of the Company to supply Slates in excess to the contracted amount as specified in the batten schedule. The purpose of such over supply is to cover minor accidental damage caused to Slates in the course of fixing and any minor variations in roof design. Slates supplied in excess to the order
requirements remain at all times the property of the Company until such time as they are fixed to the roof or roofs in respect of which the Slates were supplied. In the event of any excess Slates not being required for use on the contract in respect of which they were
supplied, the Customer shall return or make available for collection these excess Slates.
The Company will make good by the supply of replacement Slates defects which arise and which are attributable to faulty materials or workmanship provided that no liability is accepted by the Company for installation charges or other damages that may be
incurred unless imposed on the Company under the Consumer Protection Act 1987 or otherwise by statute.
Faults in the nature of breakages after delivery shall not be entertained unless the Slates against which the claim is made fail to conform to the transverse tests specified in the British Standard Specification No. 473550 for concrete roofing tiles or any similar standard substituted therefor.
13. RESPONSIBILITY FOR QUANTITY
13.1. Where quantities of Slates required are estimated by the Company on the Customer's instructions, the Company accepts no responsibility for the sufficiency or otherwise of the quantities for the job in question unless the Company has itself carried out the estimate incorrectly. Where the Company estimates quantity, the quantities will be as specified in the batten schedule referred to in the invoice.
If the Company is at fault and if the quantity of Slates has been over estimated, the Company shall be liable to credit the customer to the invoiced value of the Slates over ordered.
If the Company is at fault and if the quantity of Slates has been under estimated, the Company shall have no liability to the Customer other than to supply the Customer with further Slates against the Customer's order for the same.
14.1. Subject as hereinbefore provided and to the provisions of the Consumer Protection Act 1987 or any statutory amendment or re-enactment thereof for the time being in force the Company shall not be under any liability whatsoever to the Customer whether in contract tort or otherwise for any damage injury or financial or other loss directly or indirectly incurred by the Customer or any person or persons using the Slates (other than death or personal injury caused by the negligence (as defined in Section 1 of the Unfair Contract Terms Act 1977 and any amendment thereof)) of the Company or its employees And in so far as the same can be excluded all statutory warranties conditions and representations are hereby excluded.
14.2. Any statutory or other liability not excluded by these conditions (other than for death or personal injury) shall not in any way exceed the value of the Slates supplied.
If payment in full for all the Slates supplied to the Customer by the Company is not made by the Customer upon the due date for payment or an encumbrancer takes possession of the Slates or a receiver is appointed over the whole or any part of the assets of the Customer or a petition is presented or notice is given of a resolution to wind up the Customer (other than for the purpose of amalgamation or reconstruction) or an administration order is made or the Customer makes any arrangement or composition with creditors or commits any act of bankruptcy or the Customer is unable to pay its debts within the meaning of Section 518 of the Companies Act 1985 or any statutory modification or re-enactment thereof then:-
15.1. The Company shall be forthwith discharged from any obligation under the contract with the Customer then subsisting but shall (without prejudice to any other rights it may have hereunder or by law) become immediately entitled to recover possession of any Slates supplied to the Customer under that contract unless at that date all goods supplied to the Customer by the Company have been paid for in full;
Any right of the Customer to use sell or otherwise dispose of the Slates shall forthwith determine without the need for the Company to give notice of such determination unless at that date all goods supplied to the Customer by the Company have been paid in full.
Unless all goods supplied to the Customer by the Company have been paid for in full the Customer shall forthwith place any Slates supplied to it by the Company at the disposal of the Company and hereby irrevocably licenses the Company by its servants or agents together with any requisite transport to enter
upon all or any premises of the Customer and to take such steps as may reasonably be necessary to locate and remove therefrom all or any of the Slates.
16. UNFAIR CONTRACT TERMS
These Terms and Conditions of Sale in the light of the Unfair Contract Terms Act 1977 and the Unfair Terms in Consumer Contracts Regulations 1994 are considered by the Company to be fair and reasonable but if the Customer considers any of them to be unreasonable in whole or in part it must inform the Company in writing before any contract is made otherwise the Customer will be deemed to have accepted that they are reasonable.
No forbearance or indulgence shown or granted to the Customer shall constitute a waiver of any condition herein or in any way affect or diminish restrict or prejudice the rights and powers of the Company hereunder or by law.
Any notice to be given by one party to the other shall be in writing and sent by recorded delivery pre-paid letter fax or telegram to the last known address in the United Kingdom of the Customer in the case of the Customer and the registered office of the Company in the case of the Company And any such notice shall be deemed to have been received in the case of a letter 3 days after posting and in the case of a telegram or fax 24 hours after dispatch.
19. LAW APPLICABLE
The performance construction and validity of these conditions and the contract between the Company and the Customer shall be construed and governed in all respects by and in accordance with English law.