Terms and Conditions of Sale

1. In the absence of any special contract conditions all and any business undertaken including advice information or service provided gratuitously or otherwise by Derbyshire Aggregates Limited (herein after called “the Company”) is transacted subject to the Standard Terms and Conditions herein after set out. No one of the conditions herein shall except where the context requires it to be in any way limited or restricted by reference to the terms of any other condition. No agent or employee of the Company other than those specially authorised in writing by the Company for that purpose have any authority to alter vary or qualify in any way these conditions. These conditions and any special contractual conditions shall take absolute precedence over any conditions stipulated by the customer. No relaxation, delay or indulgence by the Company in enforcing any of the strict rights hereunder shall affect prejudice or restrict such rights and any waver by the Company of any breach of contract failure to insist upon the performance of any provision of contract with the customer shall not constitute or be constructed as a waiver of any subsequent or continuing breach or as a waiver of any such provision.

2. QUOTATIONS. Quotations are given on the basis of immediate acceptance and are subject to withdrawals or revisions. A quotation refers to the basic cost of goods or services (hereinafter called “goods”) and is inclusive of taxes, packing, freight and any other incidental costs.

3. SPECIFICATIONS. The Company reserves the right to alter, vary or modify the specifications of goods without notice. The specification of any goods supplied by the Company pursuant to a contract shall be deemed to the specification of the goods current at the date of their delivery. All drawings, brochures, catalogues, illustrations and other materials are issued by the Company by way of general description only. No details of specification or performance or dimensions or other particulars of the goods or of their application (whether contained on such descriptive material or not) shall form part of any contract of sale with the Company or otherwise by the Company unless included in and forming part of an official quotation by the Company.

4. DEFECTS

Subject as hereinafter mentioned the company will make good by replacement or otherwise any defects in the material supplied  ( including failure to comply with any specification previously agreed between the Company and the Purchaser)but the Company’s liability in tort and in contract and in respect of direct and consequential damages howsoever arising and whatever nature shall in respect of any defect or failure whatsoever in any materials supplied by the Company be wholly limited to the terms of this condition . This warranty and undertaking is subject to the following provisions:

Applicable to all materials

The company will accept no responsibility for faults in or failure of the materials due to use in unsuitable applications or in unsuitable climatic conditions or to the handling treatment or methods of placing adopted by the purchaser after the materials have been delivered to site or loaded in any vehicle or receptacle provided by the purchaser.

The company will accept no responsibility for faults in or failure of the materials due to the effects of frost, heat or inclement weather.

The company will accept no responsibility unless the alleged defaults are reported to the company as soon as possible after there discovery (but in no case exceeding 7 days from the date on which the materials were supplied)

The company will accept no responsibility unless it has been given an opportunity of investigating any alleged defect and of making representations as to any remedial action to be taken.

If a defect of the materials should have been revealed by examination on delivery the company’s responsibility in respect of such defect shall be limited to the delivery of a fresh supply  of materials to replace the defective materials (without prejudice to the necessity for compliance with the other provision of this paragraph)

If the materials used in the production of the materials certain naturally occurring inclusions which result in cosmetic blemishes or surface depressions, no liability for such blemishes or surface depressions for use in connection with a specific purpose and the company has accepted this in writing. Naturally occurring materials can on occasions contain traces of iron pyrites, lignite and other natural defects the company will accept no responsibility for any naturally occurring defects.

5. PRICES. The Company’s published prices are net ex works, exclusive of taxes and subject to alteration without notice. All prices are payable in full without deduction of any discount or allowance prior to delivery unless alternative arrangements have been made as part of the contract. Any costs charges or expenses incurred by the Company incidental to the supply of goods pursuant to a contract shall be extra charges to be paid by the customer at the time of payment for the goods.

6. TERMS OF PAYMENT. Payments to be received by the Company not later than the thirtieth day of the month following the month of delivery. The Company reserves the right to refuse to execute any order or to suspend or discontinue if the arrangements for payment or the Purchaser’s credit is not satisfactory to the Company or the Purchaser‘s account is overdue for payment. In the case of non-payment any sum due or in the case of death, incapacity, bankruptcy insolvency of the customer or (when the customer is a limited Company) in the case of liquidation or the appointment of a receiver or if an administration order comes into affect in the respect of the customer or if the customer is unable to pay its debts (within the meaning of section 123 of The Insolvency Act 1986) then the price of all  goods invoiced by the Company and/ or supplied by the Company to the customer up to that date shall immediately become due and payable by the customer to the Company and in addition the Company reserves the right to cancel each contract made with the customer or to suspend deliveries in either case without prejudice to the right of the Company to recover any loss sustained. Where the Company has to resort to an agency or solicitors for collection of such debts, the reasonable charges that the Company may incur will be met by the Purchaser. The Purchaser shall not withhold any payment properly due to the Company in the event of any dispute with the Company.

7. OWNERSHIP. Goods shall remain the property of the Company until the wholesale price has been paid. Where arrangements have been made for the sale price to be paid after delivery the customer shall be responsible for and shall indemnify the Company against all loss and damage to the goods from whatsoever cause occurring.

8. DELIVERY. The customer shall take delivery within seven days of receipt by the customer of notification from the Company that the goods are ready for delivery. In the event of failure to take delivery at the stipulated time and place the customer shall be liable to the Company for a) all charges incidental to the storage of goods and b) interest on the purchase price at the rate of 12% per annum, or 1% above London Clearing Banks Base Rate (Whichever shall be the higher) calculated from the date of delivery notification. If after a period of not less than 14 days from the date of delivery notification the customer has failed to take delivery of the goods the Company shall have the right to dispose of the goods to a third party and recover from the customer (in addition to any costs of storage and of interest) (i)the amount if any by which the disposal proceeds are less than the selling price under the contract of sale and (ii) any expenses occurred by the Company by negotiating and completing the disposal of the goods. Any time or date stated by the Company for the supply of goods is an estimate only and the Company shall not be liable for any loss, damage or expense caused by the delay in delivery however caused. Should the business of the Company be disorganised by industrial dispute, war fire, accident, governmental action, civil commotion or other cause beyond the Company’s control the right is reserved to the Company to postpone delivery of the goods until the end of such disorganisation. If by reason of industrial dispute, war fire, accidental governmental action, civil commotion or other cause beyond the control of the customer the execution of the contract is affected, the customer shall be liable to the Company for any reasonable charges in the storage of the goods. If the hindrance should continue beyond a reasonable period of time the customer shall be deemed to have failed to take delivery of the goods and shall be liable to the Company accordingly under the terms of this paragraph. Claims for shortage of delivery or damage of the goods shall be made within forty-eight hours of delivery by written notice to the Company and to the carrier of the goods.

9. CANCELLATION. If the customer for any reason cancels the order after its acceptance by the Company then the customer shall be liable for all costs, expenses and losses whatsoever of the Company resulting from such cancellation. Any payment under the provision of this paragraph to secure the cancellation of the contract shall be without prejudice to the Company’s right to recover any other costs expenses and losses suffered by it as a result of such cancellation. The Company reserves the right to cancel the transaction at any time prior to acceptance of the full payment of the purchase price.

10. EXCLUSION OF WARRANTY. No representation warranty condition or term express or implied statutory or otherwise as to the quality of the goods or fitness for any purpose or compliance with any sample or description or any other respect shall apply to this condition or to any delivery made hereunder. No claim shall lie against the Company for any injury, loss or damage arising out of or in consequence of any defect in the goods. No employee or agent has any power to give any guarantee or to commit the Company as to or to accept on behalf of the Company any other liability as to the quality of the goods and any such purported guarantee or warranty or any such commitment or acceptance shall not be binding on the Company.

11. LAW OF CONTRACT. Any disputes on contracts agreed in the United Kingdom shall be subject to English Law.