INTERPRETATION

1.1
Definitions. In these Conditions, the following definitions apply:

Business Day: a
day (other than a Saturday, Sunday or a public holiday) when banks in London
are open for business.

Buyer: the
person, firm, or company who purchases the Goods from the Seller.

Conditions: these
terms and conditions as amended from time to time in accordance with clause
14.7.

Contract: the
contract between the Seller and the Buyer for the supply of Goods and services
(where applicable) in accordance with these Conditions.

Contract Price: the
price of the Goods invoiced by the Seller to the Buyer in accordance with
clause 9.3.

Force Majeure Event: has
the meaning given to it in clause 14.1.

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
right, topography rights, moral rights, rights in confidential  nformation
(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: the
Buyer’s order for the supply of Goods, as set out in the Buyer’s purchase order
form, or the Buyer’s written acceptance of the Seller’s quotation, or as the
case may be.

Seller: A
Steadman and Son (a division of Building Solutions (National) Ltd), its
successors or assigns.

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Buyer to
purchase Goods in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted
when the Seller issues written acceptance of the Order at which point and on which
date the Contract shall come into existence.

2.3 The Contract constitutes the entire agreement
between the parties. The Buyer acknowledges that it has not relied on any
statement, promise or representation made or given by or on behalf of the
Seller which is not set out in the Contract.

2.4 Any samples, drawings, descriptive matter or
advertising issued by the Seller and any descriptions of the Goods contained in
the Seller’s catalogues or brochures are issued or published for the sole
purpose of giving an approximate idea of the Goods described in them. They
shall not form part of the Contract or have any contractual force.

2.5 These Conditions apply to the Contract to the
exclusion of any other terms that the Buyer seeks to impose or incorporate, or
which are implied by trade, custom, practice or course of dealing.

2.6 Any quotation given by the Seller shall not
constitute an offer, and shall be for the current price and strictly limited to
the type and quantity of Goods as stated in the quotation.

2.7 In the event that the Buyer cancels an Order or
terminates any Contract under which Goods have been manufactured or modified to
the Buyer’s design the Buyer shall, without prejudice to any other rights or
remedies of the Seller, pay to the Seller the full price for such Goods on
cancellation or termination as the case may be).

3. GOODS

3.1 The Goods are described in the Seller’s
catalogue as modified by any applicable specification.

3.2 To the extent that the Goods are to be
manufactured in accordance with a specification supplied by the Buyer, the
Buyer shall indemnify the Seller against all liabilities, costs, expenses,
damages and losses (including any direct, indirect or consequential losses,
loss of profit, loss of reputation and all interest, penalties and legal and
other reasonable professional costs and expenses) suffered or incurred by the
Seller in connection with any claim made against the Seller for actual or
alleged infringement of a third party’s intellectual property rights arising
out of or in connection with the Seller’s use of the specification. This clause
3.2 shall survive termination of the Contract.

3.3 The Seller’s employees or agents are not
authorised to make any representations concerning the Goods unless confirmed by
the Seller in writing. The Buyer acknowledges that it does not rely on, and
waives any claim for breach of any such representations which are not so
confirmed.

3.4 The Seller is unable to advise the Buyer on the
fitness of the Goods for any particular purpose, their storage or application.
Unless the Seller gives written advice or a written recommendation, the Buyer
is entirely responsible for satisfying itself that the Goods are fit for the
intended use either by relying on their own expertise or by obtaining
professional advice.

3.5 The Seller reserves the right to amend the
specification if required by any applicable statutory or regulatory
requirements. Dimensions and other physical properties of the Goods are subject
to reasonable manufacturing tolerances.

4. DELIVERY OF GOODS

4.1 The Seller shall ensure that: (a) each delivery
of the Goods is accompanied by a delivery note; and (b) if the Seller requires
the Buyer to return any packaging material to the Seller, that fact is clearly
stated on the delivery note. The Buyer shall make any such packaging materials
available for collection at such times as the Seller shall reasonably request.
Returns of packaging materials shall be at the Seller’s expense.

4.2 The Seller 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 Seller notifies the Buyer that the
Goods are ready. Delivery shall be as near as possible to the Delivery
Location, where the Seller believes that such place is suitable for unloading
during the normal working hours of the Seller on a Business Day.

4.3 Where the Goods are delivered by the Seller,
delivery of the Goods shall be completed on the Goods’ arrival at the Delivery
Location. The Buyer shall be solely responsible for the unloading of the Goods
and the Seller shall not be liable for any damage that occurs during such
unloading. In the event that the same exceeds a period of one hour then
demurrage may be charged by the Seller to the Buyer.

4.4 Where the Goods are collected by the Buyer then
delivery of the Goods shall be completed upon completion of the loading of the
Goods. The Seller shall not be liable forany damage that occurs during the
loading or unloading of the Goods.

4.5 Any claims by the Buyer in respect of alleged
shortage or damage or loss in transit must be notified to the Seller within 24
hours of delivery and confirmed in writing within three days of delivery taking
place. Any evident damage to external packaging must be the subject of an
endorsement on the Seller’s delivery note at the time of delivery. No claim can
be made by the Buyer under this clause if an acceptance note relating to the
Goods has been signed by the Buyer or his agent or employee without reference
to the alleged damage, shortage or loss in transit.

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

4.7 If the Seller fails to deliver the Goods, its
liability shall be limited to the costs and expenses incurred by the Buyer in
obtaining replacement goods of similar description and quality in the cheapest
market available, less the price of the Goods. The Seller shall have no
liability for any failure to deliver the Goods to the extent that such failure
is caused by a Force Majeure Event, the Buyer’s failure to provide the Seller
with adequate delivery instructions for the Goods or any relevant instruction
related to the supply of the Goods.

4.8 If the Buyer fails to accept or take delivery of
the Goods within seven Business Days of the Seller notifying the Buyer that the
Goods are ready, then except where such failure or delay is caused by a Force
Majeure Event or by the Seller’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 Business Day following the day on
which the Seller notified the Buyer that the Goods were ready; and (b) the
Seller shall store the Goods until delivery takes place, and charge the Buyer
on an indemnity basis for all related costs and expenses (including insurance).

4.9 If 28 days after the Seller notified the Buyer
that the Goods were ready for delivery the Buyer has not accepted or taken
delivery of them, the Seller may resell or otherwise dispose of part or all of
the Goods and, after deducting reasonable storage and selling costs, account to
the Buyer for any excess over the price of the Goods or charge the Buyer for
any shortfall below the price of the Goods.

4.10 The Seller 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 Buyer to cancel any other instalment.

4.11 The Seller shall be under no obligation to
make any delivery of Goods to the Buyer if the Buyer is in breach of any of
these Conditions.

5. QUALITY OF GOODS

5.1 The Seller warrants that on delivery, and for a
period of 12 months from the date of delivery (“Warranty Period”), the Goods
shall: (a) be as described in the Seller’s catalogue or in any specification as
appropriate; (b) be free from material defects in design, material and
workmanship; and (c) be of satisfactory quality (within the meaning of the Sale
of Goods Act 1979).

5.2 Subject to clause 5.3 if: (a) the Buyer gives
notice in writing during the Warranty Period within a reasonable time of
discovery that some or all of the Goods do not comply with the warranty set out
in clause 5.1; (b) the Seller is given a reasonable opportunity of examining
such Goods; and (c) the Buyer (if asked to do so by the Seller) returns such
Goods to the Seller’s place of business at the Buyer’s cost, then the Seller
shall, at its option, repair or replace the defective Goods, or refund the
price of the defective Goods in full.

5.3 The Seller shall not be liable for the Goods’
failure to comply with the warranty in clause 5.1 if: (a) the Buyer makes any
further use of such Goods after giving a notice in accordance with clause 5.2;
(b) the defect arises because the Buyer failed to follow the manufacturer’s
oral or written instructions as to the storage, installation, commissioning,
use or maintenance of the Goods or (if there are none) good trade practice; (c)
the defect arises as a result of the Seller following any drawing, design or
specification supplied by the Buyer; (d) the Buyer alters or repairs such Goods
without the written consent of the Seller; (e) the defect arises as a result of
fair wear and tear, wilful damage, negligence, or abnormal working conditions;
or (f) the Goods differ from the specification as a result of changes made to
ensure they comply with applicable statutory or regulatory standards; or (g)
the Buyer has not paid in full for the Goods.

5.4 Except as provided in this clause 5.4, the
Seller shall have no liability to the Buyer in respect of the Goods’ failure to
comply with the warranty set out in clause 5.1.

5.5 The terms of these Conditions shall apply to
any repaired or replacement Goods supplied by the Seller under clause 5.2.

6. RETURNS

6.1 Goods returned at the Buyer’s request not on
the Seller’s own vehicle shall be at the Buyer’s risk regarding insurance for a
value not less than the full invoice price.

6.2 Subject to clause 5 specifically ordered or non
stock items are not returnable.

6.3 Costs of collection and re-delivery of
replacement items will be met by the Buyer unless attributable to the
negligence of the Seller. Only Goods returned in saleable condition can be
accepted for credit. The Seller reserves the right to levy a re-stocking and
handling charge. All returns must be sanctioned by the Seller prior to Goods
being brought back.

7. TITLE AND RISK

7.1 The risk in the Goods shall pass to the Buyer
on completion of delivery where the Goods are delivered by the Seller. Where
the Goods are collected by the Buyer, the risk in the Goods shall pass to the
Buyer when the employees or agents of the Seller have completed lading to the
satisfaction of the vehicle’s driver.

7.2 Title to the Goods shall not pass to the Buyer
until the Seller has received payment in full (in cash or cleared funds) for:
(a) the Goods; and (b) any other goods that the Seller hassupplied to the
Buyer.

7.3 Until title to the Goods has passed to the
Buyer, the Buyer shall: (a) hold the Goods on a fiduciary basis as the Seller’s
bailee; (b) store the Goods separately from all other goods held by the Buyer
so that they remain readily identifiable as the Seller’s property; (c) not remove,
deface or obscure any identifying mark or packaging on or relating to the
Goods; (d) maintain the Goods in satisfactory condition and keep them insured
against all risks for their full price on the Seller’s behalf from the date of
delivery; (e) notify the Seller immediately if it becomes subject to any of the
events listed in clause 12.1; and (f) give the Seller such information relating
to the Goods as the Seller may require from time to time, but the Buyer may
resell or use the Goods in the ordinary course of its business provided that
any such sale of the Goods shall take place as the Seller’s bailee and that the
entire proceeds of sale are held in trust for the Seller and shall not be
mingled with other monies or paid into any overdrawn bank account.

7.4 If before title to the Goods passes to the
Buyer the Buyer becomes subject to any of the events listed in clause 12.1, or
the Seller reasonably believes that any such event is about to happen and
notifies the Buyer accordingly, then, provided the Goods have not been resold,
or irrevocably incorporated into another product, and without limiting any
other right or remedy the Seller may have, the Seller may at any time require
the Buyer to deliver up the Goods and, if the Buyer fails to do so promptly, enter
any premises of the Buyer or of any third party where the Goods are stored in
order to recover them.

8. BUYER‘S OBLIGATIONS

8.1 The Buyer shall: (a) ensure that the terms of
the Order and any specification are complete and accurate; and (b) in the event
that the Goods do not accord with the Order, the Buyer must notify the Seller
within 24 hours from the date of delivery and be confirmed in writing to the
Seller within three days, failing which the Buyer will be deemed to have
accepted the Goods.

9. CHARGES AND PAYMENT

9.1 The price for Goods shall be the price set out
in the Order or, if no price is quoted, the price set out in the Seller’s
published price list as at the date of delivery. The price of the Goods is
exclusive of all costs and charges of packaging, insurance, transport of the
Goods which shall be paid by the Buyer when it pays for the Goods.

9.2 The Seller reserves the right to increase the
price of the Goods by giving notice to the Buyer at any time before delivery,
to reflect any increase in the cost of the Goods to the Seller that is due to:
(a) any factor beyond the control of the Seller (including foreign exchange
fluctuations, increases in taxes and duties, and increases in labour, materials
and other manufacturing costs); (b) any request by the Buyer to change the
delivery date(s), the number of deliveries, quantities or types of Goods
ordered, or any specification; or (c) any delay caused by any instructions of
the Buyer in respect of the Goods or failure of the Buyer to give the Seller
adequate or accurate information or instructions in respect of the Goods.

9.3 The Seller shall invoice the Buyer on or at any
time after completion of delivery of the Goods.

9.4 The Seller shall have the right to invoice the
Buyer by e-mail where the Buyer has consented to invoices being submitted in
this manner. Where invoices are sent out using electronic mail they will be
deemed to have been received by the Buyer on the date when they are sent
provided that the electronic mail is transmitted between the hours of 9.00am
and 5.00pm on a Business Day. If the invoice is sent by e-mail from the Seller
to the Buyer outside of the above times then the Buyer will be deemed to have
received the invoice on the next Business Day.

9.5 The Buyer shall pay each invoice submitted by
the Seller: (a) by the end of the month following the month of issue of the
invoice; and (b) in full and in cleared funds to a bank account nominated in
writing by the Seller, and time for payment shall be of the essence of the
Contract.

9.6 All amounts payable by the Buyer under the
Contract are exclusive of amounts in respect of value added tax chargeable from
time to time (“VAT”). Where any taxable supply for VAT purposes is made under
the Contract by the Seller to the Buyer, the Buyer shall, on receipt of a valid
VAT invoice from the Seller, pay to the Seller such additional amounts in
respect of VAT as are chargeable on the supply of the Goods at the same time as
payment is due for the supply of the Goods.

9.7 Without limiting any other right or remedy of
the Seller, if the Buyer fails to make any payment due to the Seller under the
Contract by the due date for payment ( “Due Date”), the Seller shall have the
right to charge interest on the overdue amount at the rate of 2% per month of the
Contract Price from the Due Date until the date of actual payment of the
overdue amount, whether before or after judgment.

9.8 The Buyer shall pay all amounts due under the
Contract in full without any deduction or withholding except as required by law
and the Buyer shall not be entitled to assert any credit, set-off or
counterclaim against the Seller in order to justify withholding payment of any
such amount in whole or in part. The Seller may, without limiting its other
rights or remedies, set off any amount owing to it by the Buyer against any
amount payable by the Seller to the Buyer.

9.9 Non-payment by the Buyer by the Due Date shall
entitle the Seller to demand payment of all outstanding balances under the
Contract or any other contract or agreement between the parties whether due or
not and to cancel forthwith any outstanding orders and credit facilities
without prejudice to all other rights the Seller may have.

9.10 The Buyer must pay to the Seller all and any
reasonable expenses and legal costs incurred by the Seller in taking any steps,
including Court action, to enforce the Buyer’s obligations under the Contract
for the payment of any monies owed by the Buyer to the Seller.

10. CONFIDENTIAL INFORMATION

Neither party shall during and after termination of
this Contract, without the prior written consent of the other party use or
disclose to any other party any information of the other party which is
identified as confidential or which is confidential by its nature. This clause
10 shall survive termination of the Contract.

11. LIMITATION OF LIABILITY: THE BUYER’S ATTENTION IS PARTICULARLY DRAWN
TO THIS CLAUSE

11.1 Nothing in these Conditions shall limit or
exclude the Seller’s liability for: (a) death or personal injury caused by its negligence,
or the negligence of its employees, agents or subcontractors; (b) fraud or
fraudulent misrepresentation; (c) breach of the terms implied by section 2 of
the Supply of Goods and Services Act 1982 (title and quiet possession); (d)
breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title
and quiet possession); or (e) defective products under the Consumer Protection
Act 1987.

11.2 Subject to clause 11.1: (a) the Seller shall
under no circumstances whatever be liable to the Buyer, whether in contract,
tort (including negligence), breach of statutory duty, or otherwise, for any
loss of profit, or any indirect or consequential loss arising under or in
connection with the Contract; and (b) the Seller’s total liability to the Buyer
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 Contract Price.

11.3 Except as set out in these Conditions, all
warranties, conditions and other terms implied by statute or common law are, to
the fullest extent permitted by law, excluded from the Contract.

11.4 This clause 11 shall survive termination of
the Contract.

12. TERMINATION

12.1 Without limiting its other rights or remedies,
the Seller may terminate the Contract with immediate effect by giving written
notice to the other party if: (a) the Buyer defaults in any of its payment
obligations; (b) the Buyer commits a material breach of its obligations under
this Contract and (if such breach is remediable) fails to remedy that breach
within 10 days after receipt of notice in writing of the breach; (c) any
distress or execution is levied upon any assets of the Buyer; (d) a winding up
petition is filed in relation to the Buyer, or where the Buyer is an
individual, they become subject to a bankruptcy petition or order; (e) the
Buyer makes a resolution for its winding up, makes an arrangement or
composition with its creditors or makes an application to a Court of competent
jurisdiction for protection from its creditors or an administration or winding
up order is made or an administrator or receiver is appointed in relation to
the Buyer; (f) the financial position of the Buyer deteriorates to such an
extent that in the opinion of the Seller the capability of the Buyer adequately
to fulfill its obligations in accordance with the Contract has been placed in
jeopardy; or (g) the Buyer suspends, or threatens to suspend, payment of its
debts and/or threatens to suspend, ceases or threatens to cease to carry on all
or substantially the whole of its business.

12.2 Without limiting its other rights or remedies,
the Seller may terminate the Contract: (a) by giving the Buyer 14 days’ written
notice; or (b) with immediate effect by giving written notice to the Buyer if
the Buyer fails to pay any amount due under this Contract on the due date for
payment.

12.3 Without limiting its other rights or remedies,
the Seller shall have the right to suspend all further deliveries of Goods
under the Contract or any other contract between the Buyer and the Seller if:
(a) the Buyer fails to pay any amount due under this Contract on the due date
for payment; or (b) the Buyer becomes subject to any of the events listed in clause
12.1, or the Seller reasonably believes that the Buyer is about to become
subject to any of them.

13. CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason: (a)
the Buyer shall immediately pay to the Seller all of the Seller’s outstanding
unpaid invoices and interest; (b) the accrued rights and remedies of the Seller
as at termination shall not be affected, including the right to claim damages
in respect of any breach of the Contract which existed at or before the date of
termination or expiry; and (c) clauses which expressly or by implication have
effect after termination shall continue in full force and effect.

14. GENERAL

14.1 Force majeure: (a) For the purposes of this
Contract, “Force Majeure Event” means an event beyond the reasonable control of
the Seller including but not limited to strikes, lock-outs or other industrial
disputes (whether involving the workforce of the party 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 by any failure of the Seller’s subcontractors to supply the
Seller.

(b) The Seller shall not be liable to the Buyer as
a result of any delay or failure to perform its obligations under this Contract
as a result of a Force Majeure Event.

(c) If the Force Majeure Event prevents the Seller
from providing any of the Goods for more than 14 days, the Seller shall,
without limiting its other rights or remedies, have the right to terminate this
Contract immediately by giving written notice to the Buyer.

14.2 Assignment and subcontracting: (a) The Seller
may at any time assign, transfer, charge, subcontract or deal in any other
manner with all or any of its rights under the Contract and may subcontract or
delegate in any manner any or all of its obligations under the Contract to any
third party. (b) The Buyer shall not, without the prior written consent of the
Seller, assign, transfer, charge, subcontract or deal in any other manner with
all or any of its rights or obligations under the Contract.

14.3 Data and Data Protection: (a) The Seller may
use any information that the Buyer has provided to the Seller to enable a
search to be made with credit reference agencies to assess the creditworthiness
of the Buyer and to search against any personal credit records of all directors
and/or proprietors of the Buyer (in respect of which the Buyer confirms that all
necessary consents from the individuals have been obtained) where the Buyer has
sought or has entered into credit terms with the Seller. Such searches may
include a search against current or previous addresses in the last three years
(b) For the purposes of credit referencing, fraud prevention and any money
laundering regulations that may apply, the Seller may share the account
information and trade history with other lenders and credit reference agencies.
The Seller may from time to time review the account of the Buyer, and further
searches of credit reference agencies and/or personal credit record searches
may be undertaken by the Seller.  (c) Under the Data Protection
Act 2018 and the General Data protection Regulations those individuals
referred to at clause 14.3(a) above have the right to apply for a copy of the
information about them held by the Seller and have the right to correct any
inaccuracies in any such information held by contacting
[email protected]

14.4 Waiver and cumulative remedies: (a) A waiver
of any right under the Contract is only effective if it is in writing and shall
not be deemed to be a waiver of any subsequent breach or default. No failure or
delay by the Seller in exercising any right or remedy under the Contract or by law
shall constitute a waiver of that or any other right or remedy, nor preclude or
restrict its further exercise. No single or partial exercise of such right or
remedy shall preclude or restrict the further exercise of that or any other
right or remedy. (b) Unless specifically provided otherwise, rights arising
under the Contract are cumulative and do not exclude rights provided by law.

14.5 Severance: (a) If a court or any other
competent authority finds that any provision of the Contract (or part of any provision)
is invalid, illegal or unenforceable, that provision or part-provision shall,
to the extent required, be deemed deleted, and the validity and enforceability
of the other provisions of the Contract shall not be affected. (b) If any
invalid, unenforceable or illegal provision of the Contract would be valid,
enforceable and legal if some part of it were deleted, the provision shall
apply with the minimum modification necessary to make it legal, valid and
enforceable.

14.6 No partnership: Nothing in the Contract is
intended to, or shall be deemed to, constitute a partnership or joint venture
of any kind between any of the parties, nor constitute any party the agent of
another party for any purpose. No party shall have authority to act as agent
for, or to bind, the other party in any way.

14.7 Third parties: A person who is not a party to
the Contract shall not have any rights under or in connection with it.

14.8 Variation: Except as set out in these
Conditions, any variation, including the introduction of any additional terms
and conditions, to the Contract shall only be binding when agreed in writing
and signed by the Seller.

14.9 Governing law and jurisdiction: This Contract,
and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims), shall be
governed by, and construed in accordance with, English law, and the parties
irrevocably submit to the exclusive jurisdiction of the courts of England and
Wales