General Terms & Conditions All Divisions

1. DEFINITIONS AND INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions and the terms and conditions which apply to the supply of the Services set out in Schedules B and C, as well as the supply of Goods set out in Schedule D (Conditions).

Business Customer a Customer that is a not a Consumer.
Business Day a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Consumer means a person/individual purchasing Goods and/or Services for its personal use.
Contract these Conditions (as may be amended from time to time) and the Order which has been accepted or confirmed by the Supplier under condition 2.2 below.
Customer the person, firm or company who purchases Goods and/or Services from the Supplier (whether a Business Customer or a Consumer).
Data Protection Legislation all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.
Document includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
Domestic Law the law of the United Kingdom or a part of the United Kingdom.
Force Majeure Event has the meaning provided to it in condition 12.1.
Goods the goods (or any part of them) set out in the Order.
Intellectual Property Rights all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order (a) the Customer’s purchase order; or
(b) the Customer’s acceptance of a quotation for Goods and/or Services given by the Supplier; or
(c) the Customer’s telephone or email order which is converted into a sales order by the Supplier;
(d) the Customer’s online order placed using the Supplier’s website.
Services the services to be provided by the Supplier under the Contract, together with any other services which the Supplier provides or agrees to provide to the Customer.
Supplier Allstone Sands Gravels Aggregates Trading Co. Limited (registered number 1768403) and whose registered office is at Allstone House, Myers Road, Gloucester, GL1 3QD
UK GDPR has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
VAT value added tax chargeable under English law for the time being and any similar additional tax

1.1 Condition, schedule and paragraph headings shall not affect the interpretation of these conditions.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.

1.3 Words in the singular shall include the plural and vice versa.

1.4 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re- enactment and includes any subordinate legislation for the time being in force made under it.

1.5 A reference to writing or written includes e-mail.

1.6 Where the words include(s), including or in particular are used in these terms and conditions, they are deemed to have the words without limitation following them and where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.

1.7 Any obligation in the Contract on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.

1.8 References to Conditions are to the Conditions of the Contract.

2. APPLICATION OF CONDITIONS

2.1 These Conditions shall:

(a) apply to and be incorporated into the Contract;

(b) prevail over any inconsistent terms or conditions contained, or referred to, in the Order, or implied by law, trade custom, practice or course of dealing; and

2.2 The Order constitutes an offer by the Customer to purchase the Goods and/or Services specified in it on these Conditions. No offer placed by the Customer shall be accepted by the Supplier other than:

(a) by a written acknowledgement issued and executed by the Supplier (which may be in writing, email or text message); or

(b) (if earlier) by the Supplier starting to provide the Goods and/or Services, when a contract for the supply and purchase of those Goods and/or Services on these Conditions will be established. The Customer’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not apply or otherwise govern the Contract.

2.3 Quotations are given by the Supplier on the basis that no Contract shall come into existence except in accordance with condition 2.2. Any quotation is valid for a period of 30 days from its date (unless otherwise stated in that quotation), provided that the Supplier has not previously withdrawn it.

2.4 The Customer hereby confirms that:

(a) in the case of a Consumer, he or she is at least 18 years old, or

(b) the director or person who completed a purchase order or accepted any quotation for Goods and/or Services by the Supplier has the necessary authority to act on the Customer’s behalf and bind the Customer to the Contract and all details given or provided to the Supplier were accurate and up to date.

2.5 Acceptance of the Goods and/or Services by the Customer or the delivery of the Goods and/or performance of the Services in accordance with the Customer’s instructions signifies acceptance of these Conditions.

2.6 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.7 The Supplier may vary these Conditions at any time by posting the changes or any new version of the same on the Supplier’s website and, where reasonably practicable, giving the Customer prior notice. The variations shall take effect and be binding upon the parties from the date and time that they are posted on the Supplier’s website.

3. SERVICES AND GOODS

3.1 The Services supplied under the Contract shall be provided by the Supplier to the Customer from the date of acceptance by the Supplier of the Customer’s offer in accordance with condition 2.2.

3.2 The Services supplied under the Contract shall continue to be supplied for the period specified in the Order and, after that, shall continue to be supplied unless the Contract is terminated in accordance with condition 11 or otherwise in accordance with the Contract.

3.3 At any time after the date of the Contract, the Customer may request a change to the Services. In respect of any changes or variations, the Supplier reserves the right to charge associated costs at its discretion.

3.4 The Supplier shall use reasonable endeavors to provide the Services by any dates agreed with the Customer and make the Services available for the period specified in condition 3.2 above, subject to the Conditions of this Contract.

3.5 Any such dates shall be estimates only and time shall not be of the essence of the Contract.

3.6 The Supplier shall use all reasonable endeavors to observe all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer’s premises and that have been communicated to it under condition 5, provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.

3.7 The Supplier reserves the right to amend the Service specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

3.8 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill .

3.9 The Goods are described on the Supplier’s website and/or as otherwise stated in Schedule D.

3.10 The Supplier reserves the right to amend the Goods specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

3.11 The Goods are warranted in accordance with the warranty provisions set out in Schedule D.

4. CUSTOMER’S OBLIGATIONS

4.1 The Customer shall:

(a) co-operate with the Supplier in all matters relating to the Contract;

(b) provide for the Supplier, its agents, sub-contractors and employees, in a timely manner and at no charge, access to the Customer’s premises;

(c) inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer’s premises;

(d) obtain and maintain all necessary licenses and consents and comply with all relevant legislation in relation to the Services in all cases before the date on which the Services are to start;

(e) ensure that the terms of the Order and any information it provides to the Supplier are complete and accurate;

(f) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and

(g) comply with any other obligations as reasonably requested and notified by the Supplier.

4.2 Where the Services include muck away services, the Customer must provide to the Supplier independent soil analysis reports for each project prior to the Supplier removing any materials. Additional reports must be provided to the Supplier for every 250m of materials removed.

4.3 The obligation to obtain and, the costs of providing any reports required under condition 4.2 shall vest solely in the Customer. The Supplier shall bare no expense or liability in respect of obtaining such reports or ensuring they are made available prior to the commencement of the muck away services.

4.4 Where the Customer fails to provide the reports required under condition 4.2, such failure to provide shall be deemed a Customer Default (as defined below) and the Supplier reserves the right to cease the provision of any muck away services, until such time as the reports have been provided.

4.5 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, sub- contractors or employees (Customer Default), the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such Customer Default.

4.6 Where the Customer is a Business Customer, the Business Customer shall be liable to pay to the Supplier, on demand, all reasonable costs, charges or losses sustained or incurred by the Supplier (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Business Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract.

5. DELIVERY OF GOODS

5.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note (which may be by hardcopy or digital form) which shows the date of the Order, the type and quantity of the Goods and if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

5.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.

5.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

5.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier 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 Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.6 If a Business Customer fails to take delivery of the Goods within two Business Days of the Supplier notifying the Business Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the second Business Day following the day on which the Supplier notified the Business Customer that the Goods were ready; and

(b) the Supplier shall store the Goods until actual delivery takes place, and charge the Business Customer for all related costs and expenses (including insurance).

5.7 If five Business Days after the day on which the Supplier notified the Business Customer that the Goods were ready for delivery the Business Customer has not taken actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Business Customer for any excess over the price of the Goods or charge the Business Customer for any shortfall below the price of the Goods.

5.8 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

6. CHARGES AND PAYMENT

6.1 Save as may otherwise be set out in these conditions, all sums payable to the Supplier are payable on demand except that payment terms for authorised credit account customers are 30 days from date of invoice (unless otherwise agreed in writing with the Supplier).

6.2 Invoice queries must be notified to the Supplier within 5 days of the invoice date. Invoices that are not queried within 5 days will be considered accepted by the Customer and payable as submitted.

6.3 Credit limits will be applied to some Customer accounts. Where those credit limits are exceeded, the Supplier reserves the right to suspend all (or any part of the) Services and the provision of any further Goods until a payment has been received to bring the account balance within the assigned credit limit. The Supplier will notify the Customer of the applied credit limit on opening the credit account and from time to time as that limit is revised. Credit limits may be reduced or withdrawn at the absolute discretion of the Supplier if in its opinion the account is not maintained in good order or if information is received from a credit reference agency suggesting a reduction in the credit limit (or withdrawal of that limit) should be made.

6.4 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the due date, the Supplier may:

(a) charge interest on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Supplier may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998;

(b) suspend all or any part of the Services until payment has been made in full; and

6.5 Time for payment shall be of the essence of the Contract.

6.6 All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision. This condition 6.6 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.

6.7 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer. The Business Customer may not set off any liability of the Supplier against any liability of the Business Customer to the Supplier.

7. INTELLECTUAL PROPERTY RIGHTS

The Customer shall not use or permit anyone else to use, the Supplier’s name, logo or trademark without the Supplier’s prior written consent. The Customer also agrees not to infringe any copyright or registered or unregistered trademark belonging to any third party in respect of the use of the Services. The Customer shall indemnify the Supplier against any action, claim, loss, damage, proceedings, expense (including legal costs) suggested or incurred by the Supplier arising from any action which is directly or indirectly related to infringement of any third party’s intellectual property rights.

8. CONFIDENTIALITY

8.1 The parties will each keep confidential any proprietary information and/or any information obtained from the other in connection with the Contract (including for the avoidance of doubt details of the Customer’s employees) which is reasonably identified by either party as commercially confidential or which is obviously confidential in nature and neither will, without the consent in writing of the other, divulge the same to any third party except such of its employees, contractors and agents as may need to know the same for the purposes of the implementation of the Contract and who agree to be bound by the provisions of this clause.

8.2 The obligations aforesaid shall not apply to any material or information which is:
(a) in the public domain (other than as a result of a breach of the Contract); or

(b) already known to the receiving party; or

(c) lawfully received from a third party and/or ordered to be disclosed by any court or other tribunal or regulatory authority of competent jurisdiction.

9. LIMITATION OF LIABILITY

9.1 This condition 9 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub- contractors) to the Customer in respect of:

(a) any breach of the Contract;

(b) any use made by the Customer of the Goods and/or Services; and

(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

9.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

9.3 Nothing in these Conditions limits or excludes the liability of the Supplier:

(a) for death or personal injury resulting from negligence; or

(b) for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Supplier.

9.4 Subject to condition 9.2 and condition 9.3:

(a) the Supplier shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for:

(i) loss of profits; or

(ii) loss of business; or

(iii) depletion of goodwill and/or similar losses; or

(iv) loss of anticipated savings; or

(v) loss of goods; or

(vi) loss of contract; or

(vii) loss of use; or

(viii) loss of corruption of data or information; or

(ix) wasted expenditure;

(viii) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

(b) the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for the Goods and/or Services (as the case may be).

10. DATA PROTECTION

10.1 The following definitions apply in this condition 10: Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

10.2 For Consumers: how the Supplier uses any personal data is as set out in its Privacy Notice: [LINK TO PRIVACY NOTICE].

10.3 For Business Customers: Both parties will comply with all applicable requirements of the Data Protection Legislation. This condition 10 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

10.4 The parties acknowledge that for the purposes of the Data Protection Legislation, the Business Customer is the Controller and the Supplier is the Processor.

10.5 Without prejudice to the generality of condition 10.3, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:

(a) process that Personal Data only on the documented written instructions of the Business Customer unless the Supplier is required by Domestic Law to otherwise process that Personal Data. Where the Supplier is relying on Domestic Law as the basis for processing Personal Data, the Supplier shall promptly notify the Business Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Supplier from so notifying the Business Customer;

(b) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

(d) not transfer any Personal Data outside of the UK unless the prior written consent of the Business Customer has been obtained and the following conditions are fulfilled:

(i) the Business Customer or the Supplier has provided appropriate safeguards in relation to the transfer;

(ii) the Data Subject has enforceable rights and effective legal remedies;

(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) the Supplier complies with reasonable instructions notified to it in advance by the Business Customer with respect to the processing of the Personal Data;

(e) assist the Business Customer, at the Business Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify the Business Customer without undue delay on becoming aware of a Personal Data Breach;

(g) at the written direction of the Business Customer, delete or return Personal Data and copies thereof to the Business Customer on termination of the Contract unless required by Domestic Law to store the Personal Data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this condition 10.

10.6 The Customer acknowledges and agrees that details of the Customer’s name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of the Supplier in connection with the Goods and/or Services.
10.7 The Supplier monitors, records and retains CCTV images at all its premises. Such monitoring is for the protection and safety of the Supplier’s staff and property and the protection and safety of visitors. All images are processed in accordance with the terms of the Supplier’s privacy policy available at [INSERT HYPERLINK].

11. TERMINATION

11.1 Without prejudice to any other rights or remedies which the parties may have, a Business Customer or the Supplier terminate the Contract without liability to the other immediately on giving notice to the other if:

(a) the other party commits a material breach of any of the Conditions of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

(b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or

(c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in the Insolvency Act 1986); or

(d) a receiver is appointed of any of the other party’s assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or

(e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or

(f) the other party ceases, or threatens to cease, to trade; or

(g) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

11.2 Without prejudice to any other rights or remedies which the Supplier may have, the Supplier may terminate the Contract with a Consumer, without liability, immediately on giving notice to the Consumer if:

(a) the Consumer fails to pay any sum due to the Supplier by the due date for payment and remains in default for a period of 7 days after receiving written notice to do so;

(b) the Consumer does not, within a reasonable time of the Supplier asking for it, provide the Supplier with information, cooperation or access that it may need to provide the Goods and/or Services; or

11.3 Without prejudice to its other rights or remedies, the Supplier may also, without liability, terminate the Contract with a Business Customer:

(a) immediately upon a change of control of a Business Customer (as defined in section 1124 of the Corporation Tax Act 2010); or

(b) upon providing written notice to the Business Customer, if the Business Customer fails to pay any sum due to the Supplier by the due date for payment.

11.4 For most Orders placed online, over the phone or via e-mail, Consumers have a legal right to change their mind about the purchase and receive a refund of what they paid for it. This right does not apply to Services, once they have been performed or Goods that are bespoke or have been mixed inseparably with other items, after delivery. It the Consumer changes its mind about a product, they must inform the Supplier in writing or by telephone, no later than 14 days after:

(a) the day the Supplier delivers the Goods. If the Goods are split into several deliveries over different days, the period runs from the day after the last delivery; or

(b) the day the Supplier confirms it has accepted the Order in respect of a Service, provided that the Services is not scheduled for a date within the 14 day cooling off period, in which case the period of notice will reduce in line with the period between the date of the Order and the date of scheduled performance of the Services.

11.5 When exercising the right to change their mind under condition 11.4, the Consumer must return the Goods to the Supplier within 14 days of the Consumer telling the Supplier it has changed its mind. Returns are at the Consumer’s own cost.

11.6 If the Consumer handles the Goods in a way which would not be acceptable in-store, the Supplier has the right to reduce the refund, to compensate the Supplier for its reduced value. For example, the Supplier will reduce the Consumer’s refund if the Good’s condition is not “as new” or packaging is damaged. In some cases, because of the way the Consumer has treated the Goods, no refund may be due.

11.7 If the Consumer purchased a service (such as hiring a skip) the Supplier will not refund the Consumer for the time it had the skip, before it told the Supplier it has changed its mind.

11.8 On termination of the Contract for any reason:

(a) the Business Customer shall immediately pay to the Supplier all of the Supplier’s unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;

(b) the Customer shall return all of the Supplier’s equipment. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of it. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping; and

(c) the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.

12. FORCE MAJEURE

The Supplier shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors (each being a Force Majeure Event).

13. WAIVER

13.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

13.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

14. SEVERANCE

14.1 If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.

14.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.

14.3 The parties agree, in the circumstances referred to in condition 14.1 and if condition 14.2 does not apply, to attempt to substitute for any invalid, unenforceable or illegal provision a valid, enforceable and legal provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision. The obligations of the parties under any invalid or unenforceable provision of the Contract shall be suspended while an attempt at such substitution is made.

15. STATUS OF PRE-CONTRACTUAL STATEMENTS

Each of the parties acknowledges and agrees that, in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and conditions or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.

16. ASSIGNMENT

16.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

16.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

17. NO PARTNERSHIP OR AGENCY

Nothing in the Contract is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

18. RIGHTS OF THIRD PARTIES

The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.

19. NOTICES

Notice given under the Contract shall be in writing, sent for the attention of the person, and to the address or email address, given in the Contract (or such other address, email address or person as the relevant party may notify to the other party) and shall be delivered personally, sent by email or sent by pre-paid, first-class post or recorded delivery. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of email, at the time of transmission, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting and, if deemed receipt under this condition 19 is not within business hours (meaning 9.00am to 5.30pm Monday to Friday on a day that is a business day), at 9.00am on the first business day following delivery. To prove service, it is sufficient to prove that the notice was transmitted by email, to the email address of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted.

20. GOVERNING LAW AND JURISDICTION

20.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.

20.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter.

Aggregates & Building Materials

Except as otherwise defined herein and except where the context requires otherwise, words and expressions defined in the General Terms and Conditions set out in Part A above, shall have the same meanings when used in these terms and conditions.

AGGREGATES & BUILDING MATERIALS

1. SUPENSION OR CANCELLATION

1.1 In the event that a Customer wishes to suspend or defer the date for delivery of the Goods, the Supplier reserves the right to charge a reasonable fee for all and any costs incurred by the Supplier due to suspension or deferment of the Contract by the Customer.

2. REPRESENTATIONS

2.1 The Supplier shall not be liable in respect of any misrepresentation made by the Supplier its servants or agents to the Customer its servants or agents as to the condition of the Goods their fitness for any purpose or as to quantity or measurements unless the representation is:

(a) made or confirmed in writing by a Director of the Supplier; and/or
(b) fraudulent.

2.2 Without prejudice to condition 2.1, while the Supplier takes every precaution in the preparation of its catalogues technical circulars price lists and other literature these documents are for the Customer´s general guidance only and statements made therein (in the absence of fraud on the part of the Supplier) shall not constitute representations by the Supplier and the Supplier shall not be bound by them. If the Customer requires advice in relation to the Goods a specific request for advice should be made.

3. PRICE

3.1 Quoted prices for the Goods are based on costs prevailing at the time when they are given or agreed and are exclusive of VAT.

3.2 If the rate of VAT changes between the date of the Order and the date the Supplier provides the Goods, the Supplier will adjust the rate of VAT that the Customer pays, unless the Customer has already paid in full before the change in the rate of VAT takes effect.

3.3 For Business Customers, the Supplier shall be entitled to adjust the price of the Goods at any time prior to delivery of the Goods or each instalment of Goods as the case may be to take account of any direct or indirect price increases sustained by the Supplier.

3.4 The Supplier shall be entitled to adjust the price of the Goods at any time prior to delivery of the Goods, if there is any change in the delivery date, quantities or specifications for the Goods requested by the Customer or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.

3.5 The Supplier reserves the right without incurring any liability whatsoever to refuse to execute the Contract or part thereof if the Customer refuses to accept a price variation under this condition 3 or, or the Customer´s credit status is, in the Supplier´s opinion insufficient or not satisfactory.

4. DELIVERY

4.1 The price of the Goods is based on:

(a) the Customer requiring delivery during the Supplier´s normal working hours or days. If the Customer requires delivery at any other time then the Customer shall give at least seven Business Days’ notice in writing to the Supplier and, if the Supplier agrees to such delivery, the Customer shall pay all additional expenses as determined by the Supplier occasioned by such delivery; and

(b) delivery being made in full loads. Where delivery is to be made in anything less than a full load, a premium on haulage shall be notified to the Customer and charged by the Supplier.

4.2 It is a condition of the Contract that proper assistance is given by the Customer to the driver of the delivery lorry in unloading the Goods and that the Supplier´s delivery vehicles or those of its agents will be held on site for not more than half an hour. Any period in excess of these times will be charged as waiting time to the Customer at the rate notified by the Supplier to the Customer.

4.3 Delivery by the Supplier´s road vehicles shall be made on the nearest good hard road to site with adequate turning space at the point of delivery. The delivery driver is empowered to refuse delivery if, in its opinion, the point of unloading is unsafe or is likely to prove dangerous to a vehicle.

4.4 For Business Customers, if the delivery vehicle is required to deliver at any point off a public road, the Business Customer will be responsible for any damage to vehicles, pipes, manholes or any other property of any sort resulting there-from and hereby indemnifies the Supplier against any loss, damage, claims, costs, including legal costs on an indemnity basis or demands which the Supplier may incur as a result of such delivery.

4.5 In the event that the Customer requests that any Goods be deposited on a street or public highway the Customer shall be responsible for compliance with all regulations and for all steps which need to be taken for the protection at all times of persons or property and, in the case of a Business Customer, the Business Customer shall indemnify the Supplier in respect of all costs, claims, losses or expenses including legal costs on an indemnity basis which the Supplier may incur as a result of such delivery.

4.6 Unless agreed otherwise in the Order, the Vehicle shall either be unloaded or loaded by the Customer within 20 minutes of arrival on site. After 20 minutes of instructed idle standing, waiting time will be charged at the prevailing rate.

5. INSPECTION AND SHORTAGES

5.1 The Customer shall inspect the Goods at the place and time of unloading but nothing in these Conditions shall require the Customer to break packaging and/or unpack Goods which are intended to be stored before use.

5.2 The Customer must inform the Supplier as soon as reasonably practical and in any event, within 2 Business Days of delivery, of any claim for short delivery. The Supplier´s liability for short delivery shall be limited to making good the shortage.

5.3 If the Customer does not provide the notice required under condition 5.2:

(a) the Goods shall be deemed to have been delivered in the quantities shown in the delivery documents; and

(b) the Customer shall not be entitled and irrevocably and unconditionally waives any right to reject the Goods or claim any damages whatsoever for short delivery howsoever caused.

6. QUALITY AND WARRANTY

6.1 If there is something wrong with the Goods, the Customer must notify the Supplier by telephone or in writing.

6.2 For Consumers, the Supplier honors its legal duty to provide the Consumer with goods that are as described to the Customer and that meet all the requirements imposed by law. The Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. If the Goods are faulty, then the Consumer must promptly notify the Supplier and return the faulty Goods to the Supplier. The Supplier shall inspect the Consumer’s claim and if agreed, issue a replacement of refund for the Goods.

6.3 For Business Customers, the Supplier warrants that on delivery the Goods shall:
(a) conform in all material respects with their description;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by the Supplier.

6.4 If a Business Customers gives the Supplier notice in writing within two Business Days of delivery that the Goods (or any part of them) do not comply with the warranty set out in condition 6.3 above and:
(a) the Supplier is given a reasonable opportunity of examining such Goods; and
(b) the Business Customer returns such Goods to the Supplier,
the Supplier shall, at its option, replace the defective Goods, or refund the price of the defective Goods in full and this will be the Business Customer’s only remedy for breach of the warranty. These terms shall apply to any replacement Goods supplied by the Supplier.

6.5 The Supplier will not liable for a Good’s failure to comply with the warranty terms set out in condition 6.3 if:
(a) the Business Customer makes any further use of such Goods after telling the Supplier it is non-compliant;
(b) the defect arises because the Business Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods (if there are none) good trade practice
(c) the Business Customer alters or repairs the Goods without the Supplier’s written consent; or
(d) the defect arises because of fair wear and tear, wilful damage, negligence, or abnormal working conditions.

7. RISK AND TITLE

7.1 The risk in the Goods shall pass to the Customer upon delivery.
7.2 Until the Supplier has received in cash or cleared funds payment of all sums owed by the Customer to the Supplier on any account whatsoever the ownership of the Goods shall remain with the Supplier.
7.3 For Business Customers, until such time as the property in the Goods passes to the Business Customer the Business Customer shall hold the Goods as the Supplier´s fiduciary agent and bailee and shall keep the Goods separately stored, protected, insured and identified as the Supplier´s property. Until that time the Business Customer shall be entitled to re-sell or use the Goods in the ordinary course of his business but at the direction of the Supplier shall account to the Supplier for the proceeds of sale or insurance proceeds related to the Goods.
7.4 The Supplier shall be entitled at any time to recover any or all of the Goods in the Business Customer´s possession to which the Supplier has title and for that purpose the Supplier, its servants or agents may with transport as is necessary enter upon any premises occupied by the Business Customer or to which the Business Customer has access and where the Goods may be or are believed to be situated.