Conditions of sale
1. BASIS OF CONTRACT
1.1 The order slip (referred to in these Conditions as the “Order”) constitutes an offer by the Supplier to supply concrete (“Goods”) in accordance with these Conditions, which may only be accepted by the Customer (thereby creating the “Contract”) either signing the Order or (if earlier) by the Customer verbally (or by conduct) indicating acceptance by permitting the Supplier access to the agreed delivery premises for the purpose of supplying the Goods.
1.2 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
1.3 These Conditions and any terms set out in the Order apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. All terms implied by statute are expressly excluded to the fullest extent permitted by law.
1.4 In these Conditions, “Supplier” means Roydale Ltd, a company registered in England (Company No. 4244335) at Station Road, Shipley, BD18 2JL. “Customer” means the customer identified in the Order.
2. DELIVERY OF GOODS
2.1 The Supplier shall deliver the Goods to the agreed delivery premises. Delivery of the Goods shall be completed when they are dispensed by the Supplier at the location for delivery agreed with the Customer, at which point risk in the Goods passes to the Customer. Title in the Goods remains with the Supplier until the Goods are paid for in full, cleared funds.
2.2 Any dates quoted for delivery are estimates only. The Supplier shall not be liable for any delay in delivery.
3. QUALITY OF GOODS
3.1 The Goods shall be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose expressly held out by the Supplier. Please note that the Supplier only supplies Goods for business use, and does not supply to consumers.
3.2 The Supplier shall not be liable for the Goods’ failure to comply with clause 3.1 if the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the installation, use or maintenance of the Goods or (if there are none) good trade practice or if the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
4. CUSTOMER’S OBLIGATIONS
4.1 The Customer shall:
4.1.1 provide the Supplier with safe and lawful access to the delivery premises (whether they are the Customer’s premises or the premises of a third party), and other facilities as reasonably required by the Supplier to deliver the Goods;
4.1.2 comply with all applicable laws in respect of its obligations in this Contract, and obtain and maintain all necessary licences required to permit the delivery of the Goods at the delivery premises;
4.1.3 not cause or permit any damage to any of the Supplier’s equipment at any time.
4.2 The Customer shall prepare the delivery premises for adequate access by the Supplier’s cement mixer vehicles. The Customer shall be responsible for ensuring safe and adequate access and egress from/to the delivery premises by the Supplier’s vehicles, to the extent that such access is not via public highways. Save in the event of negligence by the Supplier (or its employees), the Supplier shall not be liable for any damage caused by its vehicles to the delivery premises, or any property located on the access or egress route from or to the delivery premises, arising from any failure by the Customer to comply with its obligations in this clause 4. The Customer is responsible for moving the Goods from the cement mixer vehicle to the delivery premises if the vehicle cannot (in the Supplier’s opinion) safely or reasonably access the delivery premises.
4.3 The Customer warrants further that it is solely responsible for determining the specification of the Goods to be delivered to it and for ensuring that such Goods are suitable and adequate for its purposes.
4.4 If the Supplier’s performance of any of its obligations is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”), the Supplier shall rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations.
5. CHARGES AND PAYMENT
5.1 The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in, or calculated in accordance with, the Supplier’s published price list as at the date of delivery. If VAT is applicable, it should be charged to, and paid by, the Customer at the applicable rate. Prices are subject to the Supplier’s minimum charges as published or notified to the Customer from time to time.
5.2 The Supplier may invoice the Customer either before or after delivery. The Customer shall pay the Supplier’s invoice prior to delivery in full, cleared funds, unless otherwise expressly agreed between the parties (and the Supplier’s licence to remain on the delivery premises shall last until such payment has been made).
5.3 If the Customer fails to make any payment under the Contract by the due date then the Customer shall pay costs and interest on the overdue amount at the applicable rate pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, from the due date until actual payment of the overdue amount, together with the overdue amount itself.
6. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
6.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for death or personal injury caused by its negligence (or the negligence of its employees, agents or subcontractors), fraud or fraudulent misrepresentation, or any other liability that cannot be lawfully excluded.
6.2 Subject to clause 6.1:
6.2.1 the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential loss arising under or in connection with the Contract; and
6.2.2 the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price actually paid by the Customer for the Goods.
6.3 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of any event beyond its reasonable control.
This Contract is governed by English law and the parties hereby submit to the exclusive jurisdiction of the English courts.