Terms & Conditions

SCREED GIANT LIMITED TERMS AND CONDITIONS OF BUSINESS
1. 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.
Conditions: these terms and conditions as amended from time to time in accordance
with clause 14.6.
Contract: the contract between the Supplier and the Customer for the sale and
purchase of Goods in accordance with these Conditions.
Customer: the person, firm or company who purchases the Goods from the Supplier.
Force Majeure Event: has the meaning given to it in clause 13.1(a).
Goods: the Goods (or any part of them) as set out in the purchase order.
Order: the Customer’s order for the Goods, as set out in the Customers purchase
order form OR overleaf OR in the Customer’s written acceptance of the Supplier’s
quotation, or overleaf as the case maybe.
Supplier: Screed Giant Limited a company registered in England and Wales at
companies House with company number 08558786, whose registered office address
is Unit 6 The Business Centre, Barlow Drive, Winsford, Cheshire CW7 2GN.

1.2 Construction. In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body
(whether or not having separate legal personality);
(b) a reference to a party includes its personal representatives, successors or
permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or
statutory provision as amended or re-enacted. A reference to a statute or
statutory provision includes any subordinate legislation made under that
statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any
similar expression shall be construed as illustrative and shall not limit the
sense of the words preceding those terms; and
(e) a reference to writing or written includes faxes and e-mails.

2. BASIS OF CONTRACT

2.1 All orders for Goods are to be made via the Suppliers website.

2.2 Any amendments or additions to orders must be received before the Goods are loaded
for delivery.

2.3 It is the Customers responsibility to check the order acknowledgement to ensure that
the Goods being purchased are required and that the price and delivery details are
correct.

2.4 These conditions shall apply to all agreements between the Customer and the
Supplier.

2.5 A quotation for the Goods given by the Supplier shall not constitute an offer. In any
event, a quotation shall only be valid for a period of Ten Business Days from the date
of issue.

2.6 The Customers order shall only be deemed to be accepted when the Supplier issues
written acceptance of the Order, or if earlier we start to process the Order, at which
point and on which date the Contract shall come into existence.

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

2.8 Any samples, drawings, descriptive matter or advertising produced by the Supplier
and any illustrations or descriptions contained in the Supplier’s catalogues, brochures
or websites are produced 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.

2.9 These Conditions 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.

3. GOODS

3.1 The Supplier reserves the right to amend the specification of the goods if required by
any applicable statutory or regulatory requirement.

4. INSPECTION

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

4.2 The Customer must advise the Supplier by telephone immediately and also provide
written notice within Three Business Days of unloading of any claim for short
delivery.

4.3 If the Customer does not give the notice in the time limits set out in 4.2 above, the
Goods will be deemed to have been delivered in the quantities shown in the delivery
documents.

4.4 The Customer shall not be entitled, and shall irrevocably and unconditionally waive
any rights to reject the Goods or claim any damages whatsoever, for short delivery
howsoever caused in not complying with clauses 4.2 and 4.3 above.

4.5 The Suppliers liability for short delivery is limited to making good the shortage.

5. TITLE AND RISK

5.1 The risk in the Goods shall pass to the Customer upon completion of delivery.

5.2 Title to the Goods shall not pass to the Customer until the Supplier has received
payment in full (in cash or cleared funds) for:
a) The Goods;
b) Any other goods that the Supplier has supplied to the Customer.
5.3 Until title to the Goods has passed to the Customer, the Customer shall:
a) Hold the Goods on a fiduciary basis as the Suppliers Bailee;
b) Store the Goods separately from all other goods held by the Customer so that the
remain readily identifiable as the suppliers 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 from the date of delivery;
e) Give the Supplier such information relating to the Goods as the Supplier may
require from time to time
but the Customer may resell or use the Goods in the ordinary course of its business.

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

6. PRICE AND PAYMENT

6.1 The price for the Goods are subject to alteration without previous notice. Any
quotation is subject to being invoiced at the price ruling at the date of purchase.

6.2 Time of payment shall be the essence of the contract

7. DELIVERY

7.1 Delivery of the Goods shall be made by the Supplier delivering them to the place of
delivery agreed between the Supplier and the Customer or if no such place is agreed,
to the buyers place of business. All delivery instructions are to be made in writing at
the time of purchase.

7.2 The Supplier will use all reasonable endeavours to keep to agreed delivery dates
which are quoted on the basis of existing commitments but will not be liable for delay
in delivery however caused. The time of the delivery shall not be of the essence.

7.3 If the Goods are supplied with packing materials or crates, these are non -returnable
and it is the Customers responsibility to dispose of them as appropriate.

7.4 Goods requested for specific date deliveries may be subject to delivery and packing
charges.

7.5 The Supplier shall not be liable for loss or damage to the Goods during transit unless
the Supplier is notified by the Customer within Four days of delivery in writing.

7.6 No claim will be eligible for any compensation without being signed for as damaged
when Goods are delivered at the agreed place of delivery.

7.7 The Supplier shall not be liable for the re-delivery of the Goods where the Customer
is not present to sign for or accept delivery. Re-delivery or depot collection costs shall
be borne by the Customer.

7.8 Delivery of the Goods will be deemed complete once the Goods arrive at the Delivery
Location.

7.9 Any dates quoted for delivery 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 Customers failure to provide the
supplier with adequate delivery instructions or any other instructions that are relevant
to the supply of the Goods.

7.10 If the Supplier fails to deliver the Goods as agreed, then its liability shall be limited as
per clauses 12.1 to 12.4 (inclusive).

7.11 The Customer shall not be entitled to reject the Goods if the Supplier delivers up to
and including 5% more or less than the quantity of Goods ordered.

7.12 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid
for separately. Each instalment shall constitute a separate Contract.

7.13 The price agreed includes delivery charges but the Supplier may make an additional
charge if it incurs further costs or expenses such as (but not limited to):
a) Complying with the Customer’s request for delivery outside the Suppliers normal
delivery pattern or by trading by instalments
b) Orders of small value which are not economical for the Supplier to deliver free
7.14 If the Goods are to be deposited other than on the Customer’s premises, 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 and property.

8. CANCELLATION AND RETURNS

8.1 Subject to the provisions of clause 8, the Customer may not cancel any order that has
been made and paid for unless agreed by the Supplier in writing.

8.2 The Supplier will not agree to the cancellation of an order if the picking process has
commenced. The Customer will be liable to pay the full cost of the order.

8.3 The Supplier operates a Seven day cooling off period for Customers (if an
individual). During this period the Customer (if an individual) may return the Goods
and request a refund. However, any refund will be subject to collection/re-delivery
costs if the Supplier is required to collect or arrange collection of the Goods.

8.4 The Supplier does not operate a cooling off period for Customers (being a Partnership
or Company) and no refund will be granted.

9. QUALITY

9.1 The Company warrants that the Goods will be of merchantable quality and will comply with their description, subject to normal trade tolerances. Any claim in respect of the warranty must be notified to the Supplier before the Goods are used and in any case within Ten days after delivery.

10. SUITABILITY

10.1 The Customer assumes responsibility for the Goods being suitable for the purpose for
which they are intended.

11. STORAGE

11.1 If the Goods are ready for delivery but are held back at the Customers request or if
the Customer fails to accept delivery, the Supplier may require the Customer to pay a
reasonable storage charge (as determined by the Supplier) after the expiry of Seven
days from the date of the Customer being notified that the Goods are ready for
dispatch.

12. LIMITATION OF LIABILITY :

12.1 Nothing in these Conditions shall limit or exclude the Supplier’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 12 Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the supplier to
exclude or restrict liability.

12.2 Subject to clause 12.1:
(a) The Supplier shall not be liable for any consequential or special loss arising
out of any breach of condition, warranty or contract on the part of the
Supplier in respect of the Goods. The Suppliers liability for any such breach
in respect of the Goods shall be limited to their net invoice value or (at the
Suppliers discretion) to replacement of the Goods.
(b) 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 of the Goods.

12.3 The Supplier shall not be liable:
a) If any problem with the Goods arises from wilful damage, negligence, abnormal
working conditions, misuse, alteration or repair of the Goods, failure to follow
British Standard or industry instructions relevant to the Goods, or storage of the
Goods in unsuitable conditions (but this sub clause shall not apply to any act or
omission on the Suppliers part).
b) Unless after discovery of the problem with the Goods the Supplier is given a
reasonable opportunity to inspect the goods before they are used, or i n any way
interfered with.
c) If problems with the Goods would have been apparent on a reasonable inspection
in accordance with these Terms at the time of unloading, unless the Customers
notification were made in accordance with these Terms.
d) If the problem with the Goods is discovered within 28 days from the date of
delivery, unless the Customer sends written notice of the problem to the Supplier
within Three Business Days of the problem(s) being discovered.
e) If in any case the problem with the Goods is discovered more than 28 days from
the date of delivery; the Suppliers liability for any problems with the Goods will
be further limited to such rights against the manufacturer or the third party, who
manufactured the Goods as the Supplier may have.
f) The Customer unconditionally, fully and effectively, indemnifies the Supplier
against all loss damages, costs on an indemnity basis and expenses awarded
against, or incurred by the Supplier in connection with, or paid, or agreed to be
paid by if in settlement of any claim by a third party arising from the supply or
use of the Goods. The indemnity will be reduced in proportion to the extent that
such loss, damage, costs and expenses are due to the Suppliers negligence.

12.4 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.

13. FORCE MAJEURE

13.1 Force majeure:
(a) For the purposes of this Contract, Force Majeure Event means an event
beyond the reasonable control of the Supplier 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
default of suppliers or subcontractors.
(b) Neither party shall be liable to the other party as a result of any delay or
failure to perform its obligations under this Contract as a result of a Force
Majeure Event.

14. GENERAL

14.1 Assignment and subcontracting:
(a) The Supplier 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 Customer may not assign, transfer, charge, subcontract or deal in any
other manner with all or any of its rights or obligations under the Contract,
without the prior written consent of the Supplier.

14.2 Notices:
(a) Any notice or other communication required to be given to a party under or
in connection with the Contract shall be in writing, addressed to that party at
its registered office (if a company) or its principal place of business or
residence (in any other case) or such address as that party may have
specified to the other party in writing in accordance with this clause, and
shall be delivered personally, sent by prepaid first class post, recorded
delivery, commercial courier or fax.
(b) Any notice or other communication shall be deemed to have been received
if delivered personally, when left at such address referred to in clause
14.2(a) above, if sent by prepaid first-class post or recorded delivery, at
9.00am on the second Business Day after posting, or if delivered by
commercial courier, on the date and at the time that the courier’s delivery
receipt is signed, or if sent by fax, on the next Business Day after
transmission.
(c) The provisions of this clause shall not apply to the service of any
proceedings or other documents in any legal action.

14.3 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 a party 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.

14.4 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.

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

14.6 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 Supplier.

14.7 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.