TOPFLIGHT PRECAST STANDARD TERMS AND CONDITIONS
1.1 The SELLER means Cloburn Quarry Company Ltd trading as Topflight Precast .
1.2 The BUYER means the person, firm or company who accepts a quotation for the sale of Goods, or whose order for the Goods is accepted by the Seller.
1.3 The GOODS mean the products and/or services that the Seller supplies to the Buyer in accordance with a quotation and which are the subject matter of the Contract.
1.4 The PRICE means the total value as specified in the Seller’s quotation or tender.
1.5 The CONTRACT means the agreement between the Seller and the Buyer for the sale and purchase of agreed Goods and/or Services.
2. Quotations & Establishment of a Contract
2.1 Quotations are submitted by the Seller on the understanding that, should an order be placed, it will be inclusive of all the materials and quantities quoted for. Should selected items be ordered, or should the quantities of any item ordered vary from the quantities contained in the quotation, new prices may be submitted where applicable.
2.2 The Seller’s Quotation shall be open to acceptance by the Buyer for a period of 28 days from the date of Quotation, unless expressly stated otherwise in the Seller’s Quotation.
2.3 Acceptance of a quotation by the Buyer does not constitute a Contract. Any Contract arising between Seller and Buyer will only be formed by the Seller’s written “Acknowledgement and Acceptance of Order” and payment of agreed deposit (see 2.7). Such a contract will be conditional upon the availability of production capacity, labour, plant and materials, and mutual agreement of a programme confirmed in writing at the time of the contract and the Buyer’s creditworthiness being approved by the Seller.
2.4 Upon acceptance of the Buyer’s order, the Seller will provide an Acknowledgement and Acceptance of Order along with a copy of the Standard Terms and Conditions. Upon written acceptance of these documents, the Contract will be established.
2.5 It is the sole responsibility of the Buyer to satisfy itself as to the specification of Goods ordered along with their descriptions and suitability for purpose intended.
2.6 Any typographical, clerical or other error or omission in any sales literature, price list, quotation, order acknowledgement, invoice or other informative document issued by the Seller shall be subject to correction by the Seller without any liability on the part of the Seller.
2.7 Establishment of a Contract and confirmed placement of an order will be followed by payment of a deposit by the Buyer. A deposit payment of the overall Contract value is payable within 7 days of the Seller’s written acceptance of the Buyer’s order. Only after payment of said deposit, will the order be confirmed and the Contract established.
3.1 The Buyer may vary their requirements as to the detail and quantity of Goods subject to agreement by the Seller and the following conditions.
3.2 Any variation, deviation or alteration to the detail and/or quantity of the Goods supplied from those allowed in the accepted Quotation will be subject to price variations from that quoted for.
3.3 Any variation to detail or shape of individual components will result in the delivery period being calculated from the date of the variation and not the approval date of the initial drawings.
3.4 Where the alteration or variation results in any designing / detailing and or mould manufacturing costs failing to be recovered, then the loss of recovery incurred will be added to the price of the revised Goods and confirmed in writing.
3.5 Where the variation solely relates to increased quantities, the Seller will be paid at the agreed rates for the additional quantity of Goods concerned and any additional haulage costs as incurred.
3.6 Where the variation solely relates to reduced quantities, then the Seller reserves their right to increase the rates for the Goods concerned to recover the designing/detailing and mould manufacturing costs on the reduced quantities .
3.7 In addition to the previous points, the Seller is due payment for any additional administrative, production and/or stocking or storage costs incurred due to the variations imposed by the Buyer.
3.8 All alterations and/or variations must be proposed and accepted by the relevant party in writing.
4.1 Cancellation of an order or part of an order will not be accepted by the Seller once the Buyer has taken delivery of the Goods.
4.2 When cancellations occur prior to delivery of the Goods, the Buyer will pay the Seller for all reasonable costs incurred by the Seller on designing/detailing, production/labour, mould manufacture and acquisition of raw materials up to the time of the cancellation along with the cost of all lost manufacturing time and profit incurred. The Buyer will pay the Seller for costs incurred for the disposal of any goods manufactured prior to the date of cancellation. Representative costs for such disposal are approximately £400 per m3.
5. Specifications and Drawings
5.1 All descriptive materials, drawings and particulars of weights, finishes and dimensions contained within the Seller’s Quotation are intended solely as a general representation of the Goods and none of these shall form part of the Contract.
5.2 The Seller accepts no responsibility for the accuracy or correctness of any information provided by the Buyer.
5.3 The Buyer will be solely responsible for checking and approving any drawings provided by the Seller or third parties employed by the Seller to ensure they satisfy the needs of the Buyer. The Seller has no liability for Goods that have had designs / drawings checked and approved by the Buyer which are subsequently found not to meet the needs of the Buyer. Unless otherwise agreed by the Seller in writing, all post installation work (for example, filling of dowel holes, grouting, making good of lifting recesses etc) will be deemed the responsibility of the buyer.
5.4 All lead-in times provided by the Seller with regards manufacture and delivery of goods will commence only after approval of drawings for production. Although the seller will actively encourage a timely conclusion where design and detailing processes are involved, delays at this stage will be considered out with the control and responsibility of the Seller.
5.5 Any plans, drawings or technical documents prepared by the Seller and submitted to the Buyer prior or subsequent to the formation of the Contract shall remain the property of the Seller. The Buyer, without the Seller’s written consent, shall not copy the said documents or any part of the documents to others, or allow other parties to copy them .
6. Deliveries or Collections
6.1 Unless otherwise agreed in writing, costs for delivery as shown in the accepted Quotation shall be based on haulage by articulated lorry with 45’ flatbed trailers, fully utilising the vehicles load capacity to minimise the total number of loads as stated in the quotation. All delivery costs stated in the Seller’s Quotation are based upon deliveries being made during normal working hours on the Seller’s normal working days (8am to 4pm Monday to Friday excluding bank and public holidays). The Buyer shall pay additional charges for delivery out with these periods. Where Monday deliveries may necessitate the need for the haulier to travel on the Sunday to meet delivery times, additional haulage costs may be incurred and will be charged to the Buyer.
6.2 Deliveries for specific times of day cannot be guaranteed by the Seller and the Buyer shall accept deliveries at any time during normal working hours.
6.3 The Buyer shall provide a suitable delivery schedule and/or delivery sequence in writing to allow the Seller to establish a suitable production schedule. Where delivery dates have been agreed, a week’s notice in writing is required, confirming that the Buyer is available to receive such delivery of Goods.
6.4 It is the Buyer’s responsibility to ensure that there is safe, suitable access for the heaviest legally permitted articulated vehicles. If a delivery is unable to be off- loaded due to a failure to provide such conditions, the Buyer will be held responsible for all costs incurred and any additional costs related to the provision of subsequent redelivery of the Goods.
6.5 The Buyer accepts responsibility for off-loading any deliveries and shall ensure that additional labour is provided to assist the haulier in off-loading the Goods.
6.6 Where the Goods are delivered in instalments, the Buyer will not be entitled to the late delivery or non-delivery of any instalment as a repudiation of the contract as a whole.
6.7 In the event that deliveries are cancelled/postponed on the day prior to an agreed departure date, then the Buyer will be liable for a late cancellation charge of 140% of the load charge.
6.8 The Buyer shall be responsible for any costs incurred by the Seller due to
delays in unloading vehicles in excess of one hour for each vehicle from the time of arrival on site. Subsequent waiting time will be charged at £200 per hour and part thereof.
6.9 All goods must be inspected by the Buyer or elected representative of the Buyer prior to the commencement of unloading. Any damages must be reported to the Seller prior to off-loading and photographic evidence should be obtained where possible.
6.10 The Buyer will be responsible for any damage to Goods which may occur during the unloading process.
6.11 In the event that no delivery schedule is provided in writing by the Buyer, the Seller will conform to their own delivery sequence, and whilst every effort will be taken to try and ensure all site requirements are met, it will be the Buyer’s responsibility should any Goods be delivered out of sequence and the Buyer will be liable for any subsequent delays or costs attributed to these delays.
6.12 Notification of any errors, omissions or defects in the Goods supplied must be made to the Seller verbally within 24 hours and confirmed in writing within 7 days of delivery. Photographic evidence should be supplied along with written confirmation. The Seller will not be held responsible for any defects, omissions or damage if the issues are not reported in compliance with the timescales stated.
6.13 After goods have been delivered to site, the Seller accepts no responsibility for any damages which may occur to the Goods as a direct result of improper storage or actions by the Buyer or sub-contracted parties operating on site.
7.1 Unless otherwise agreed in writing by the Seller, payment for the Goods must be made to the Seller prior to delivery.
7.2 If credit terms are agreed, invoices are payable within 30 days of the invoice
date. Should any payments fall out with these terms, interest will be charged on the outstanding sum at a rate of 8% per week until the sum is paid in full.
7.3 Where the Buyer is in arrears with payments already due, the Seller reserves the right to delay or cancel further deliveries without any liability to the Buyer.
7.4 Goods held in stock beyond the programmed delivery or collection date shall be paid for as if delivery or collection had been made at the due time. Goods held in stock beyond the programmed delivery or collection dates shall be subject to a minimum storage charge of £150 per load, per week.
7.5 All Goods shall remain the property of the Seller until payment has been made in full.
7.6 The Seller will not enter into any contractual agreement where any form of financial payment is withheld on a retention basis.
7.7 The Seller will not agree to participate in any form of Self Billing agreement.
8. Force Majeure
8.1 The Seller does not accept responsibility for the delay or failure to supply Goods which may be due directly or indirectly to any act of God, war, invasion, riot, civil commotion, military or usurped power, any legislation, Government Order, regulation or direction, strike or lockout, fire, accident, breakdown in machinery, shortages of labour, raw materials, equipment or spare parts affecting the production or transit of Goods, or any circumstances beyond the Sellers reasonable control.
9.1 The Contract shall in all aspects be construed and operate as a Scottish Contract and be in conformity with Scottish Law. If any part of the Contract is held to be unenforceable, the remainder of the Contract shall remain unaffected.