POUNDFIELD PRODUCTS LTD - TERMS & CONDITIONS

1.1  "The Company" means Poundfield Products Ltd whose registered office is at Grove Farm, Creeting St Peter, Ipswich, Suffolk IP6 8QG. (Company registration number 2714196)

1.2  "Delivery" means delivery to the address specified by the Customer.  Delivery shall take place as soon as the vehicle carrying the goods arrives at the specified address from the company.

1.3  "Collection" means collection of goods from the Company by the Customer.              

1.4  "Contract" means the contract for the sale of the Goods by the Company to the Customer.

1.5  "Customer" means the person or company who accepts the Company's written quotation for the sale of the Goods or whose written order for the Goods is accepted by the Company.

1.6  "Goods" means goods which the Company is to supply in accordance with the Contract.

1.7  "Terms" means the standard terms of sale set out in this document and includes any special terms agreed in writing between the Company and the Customer.

1.8  "Writing" and any similar expression includes facsimile transmission and electronic mail.

2      ACCEPTANCE

2.1  Any quotation issued by the Company is an invitation to treat valid for 90 days and not an offer capable of acceptance by the Customer.

2.2  The Company shall sell and the Customer shall buy the Goods in accordance with the Order Acknowledgement and subject to these Terms to the exclusion of any terms and conditions of the Customer, express, or implied, and in particular those which appear in any purchase order from the Customer.

3      MANIFEST ERROR

3.1  The Company shall have no liability for any typographical, clerical or other errors or omissions appearing on any Order Acknowledgement or other document produced by the Company and the Company shall be entitled to correct the error or omission at any time.

4      SAMPLES AND MATERIALS

4.1  The Company shall not be held responsible for small variances in size, shape, colour and surface markings that are normal within the concrete manufacturing industry.  All Goods are sold in accordance with the specifications set out in the Order Acknowledgement and not by sample.

4.2  The Customer shall be responsible to the Company by ensuring the accuracy of the terms of any order (including any applicable specification submitted by the Customer for the Goods and for giving the Company any necessary information relating to the Goods within a specified time to enable the Company to perform the Contract.

4.3  In line with its policy of constant product development the Company reserves the right to alter its product specifications or delete any product from its range without prior notice.

5      DESIGN & WORKING DETAILS

5.1  At least three copies of all necessary drawings, details, dimensions and specifications necessary for the manufacture of any specially fabricated Goods shall without delay be supplied to the Company by the Customer at the expense of the Customer.

5.2  No responsibility is accepted by the Company for verifying or checking the accuracy or correctness of information supplied by the Customer who shall be responsible for checking any drawings prepared by the Company to ensure that they fully satisfy the requirements of the Customer.

5.3  Where the Company's designs are subject to approval by Government Departments, Local Authorities, consulting engineers or other bodies or individuals, any Order Acknowledgement issued by the Company is subject to variation should any modification of the design to which such Order Acknowledgement relates be required by any such body or individual.

5.4  Any plans, drawings, technical documents or other data prepared by the Company and submitted to the Customer before or after formation of the Contract shall remain the property of the Company and shall be returned to the Company on request and the Customer shall not without written consent of the Company copy the said plans, drawings, technical documents or other data or any part thereof or allow others to use or copy the same except in connection with the installation of the goods.

6      PRICE

6.1  All prices which appear in any Order Acknowledgement issued by the Company are based on the quantities and specification which appear in the Order Acknowledgement.

6.2  The Company reserves the right, by giving written notice to the Customer at any time before Delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.

6.3  All labour costs are based on a working day of 8am to 5pm Monday to Friday (including Bank and other Public Holidays) and any work carried out outside these times at the express or implied request of the Customer shall be subject to a surcharge.

7      PAYMENT

7.1  Payment in full shall be made by the Customer on or prior to Delivery or, where a credit account has been approved by the Company, within 28 days of the receipt of invoice by the Customer.  In the event of late or non or partial payment the Company shall be entitled to suspend or terminate the Contract without prejudice to any pre-existing rights it may have.  The Company will charge on any accounts outstanding after the due date of payment at the rate specified in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.  The Customer shall not in any circumstances deduct by way of set-off from any monies due to the Company.

8      DELIVERY & COLLECTION

8.1  All goods must be signed for by the customer before being offloaded and such signature signifies that the goods are in proper condition unless written on the delivery note and brought to the attention of the driver If Delivery of any goods shall be postponed or deferred by the Customer, such Goods shall be held by the Company at the risk of the Customer who shall pay the full price of the Goods within 28 days of notice from the Company that such Goods are available for Delivery.

8.2  A charge will be made by the Company for lifting equipment used in connection with the delivery of the Goods at the Company's list price of such lifting equipment prevailing at the time of delivery, and the invoice incorporating such charge will be paid by the Customer in accordance with the terms of payment set out herein.

8.3  The Customer shall provide sufficient labour and craneage to enable Goods to be unloaded.  The actual offloading point will be at the discretion of the driver of the delivery vehicle.

8.4  Collections shall be carried out within the specified times of 8am - 3pm and that a reasonable period of notice is given that a vehicle will be entering Company premises.   

9      TIME

The Company will endeavour to meet all times and dates for delivery, but times and dates for delivery shall not be of the essence of any Contract.

10           SUBCONTRACTING & ASSIGNMENT

The Company may sub-contract or assign all or part of the Contract but the Customer shall not assign all or any part of the Contract.

11           WARRANTIES

11.1    The Company warrants that the Goods shall be of sound workmanship and materials and shall comply with the specification set out in the Order Acknowledgement but no representation or warranty is given as to the suitability or fitness of the Goods for any particular purpose.  The Customer acknowledges that it has not relied on the skill or judgement of the Company in selecting the Goods for any purpose.

11.2    The Company warrants that all Goods shall be of good quality and will comply with the relevant British Standard BS8110:Part1:1997.  No other warranties are given or implied.

11.3    A claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with the specifications set out in an Order Acknowledgement shall be notified to the Company before the goods are unloaded from the delivery vehicle (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure.  The Customer shall be entitled to reject the Goods only if it refuses Delivery and notifies the Company accordingly within seven days of the delivery date.

            From Delivery the Customer shall indemnify and keep indemnified the Company in respect of any liability, monetary penalty or fine in respect of or in connection with the Goods incurred directly or indirectly by the Company under any statute or any regulations, order or directions relating to health & safety.

12       TESTING & CERTIFICATES

12.1    If so required by the Customer the Company will carry out appropriate testing and use its reasonable endeavours to grant or obtain appropriate certification in respect of the Goods, and the Customers will pay to the Company the reasonable cost thereof.

13       RISK & TITLE

13.1    Risk in Goods shall pass to the Customer on Delivery or if the Customer shall delay or refuse to accept Delivery for any reason then at such time the Company shall notify the Customer that the Goods are available for Delivery.

13.2    Title in Goods shall in no circumstances pass until payment of all monies due to the Company has been made  by the Customer or until the Goods shall have been resold in a bona fide sale at market value by the Customer or permanently incorporated into any building or structure by the Customer Until such payment or resale or incorporation the Customer shall hold the Goods as bailee for the Company and store them identified as the property of the Company separately from any other Goods and insured against all risks.  For the avoidance of doubt any Goods in the possession of the Customer of a type which have been supplied by the Company shall be deemed to be used in the order in which they were delivered unless the Customer produces evidence to the contrary.  It is expressly agreed that by placing an order with the Company the Customer grants to the Company an irrevocable licence to enter without hindrance at any reasonable time without notice any premises of the Customer and remove any Goods supplied or deemed to have been supplied by the Company.

14       SET OFF

14.1    The Company shall be entitled to set off against any sum due from the Company to the Customer on any account whatsoever whether or not the same shall have become due for payment.

15       LAW AND JURISDICTION

15.1    The formation, construction and performance of the Contract shall be governed in all respects by the law and the parties agree to submit to the exclusive jurisdiction of English Courts.

16       FORCE MAJEURE

16.1    The Company shall not be responsible for any failure to meet any of its obligations hereunder if such failure results either directly or indirectly from any circumstances outside its reasonable control.

17       SUSPENSION OR CANCELLATION

If the Customer shall be in breach of any obligations to the Company or shall in the reasonable opinion of the Company be insolvent then by notice from the Company the price of all Goods delivered by the Company to the Customer or manufactured by the Company for the Customer shall become immediately payable to the Company which shall have the right without liability to cancel the supply of some or all of the Goods and to recover from the Customer the price of or any loss on resale of such Goods, as the case may be, and the Customer shall pay to the Company any production or associated costs (including standing time for plant and equipment) and loss of overhead recovery and profit and any other losses flowing from the breach by the Customer.

17.1    If the Customer shall be in breach of any obligations to the Company or shall in the reasonable opinion of the Company be insolvent then by notice from the Company the price of all Goods delivered by the Company to the Customer or manufactured by the Company for the Customer shall become immediately payable to the Company which shall have the right without liability to cancel the supply of some or all of the Goods and to recover from the Customer the price of or any loss on resale of such Goods, as the case may be, and the Customer shall pay to the Company any production or associated costs (including standing time for plant and equipment) and loss of overhead recovery and profit and any other losses flowing from the breach by the Customer.

17.2    No order which has been accepted by the Company may be cancelled by the Customer.

18       LIABILITY & INDEMNITY

18.1    Except in respect of death or personal injury caused by the Company's negligence, or liability for defective products under the Customer Protection Act 1987, the Company shall not be liable to the Customer by reason of any misrepresentation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods.

(including any delay in supplying or any failure to supply the goods in accordance with the Contract or at all) on their use or resale by the Customer, and the entire liability of the Company under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms.

19       DISPUTE

19.1    If any dispute shall arise between the Company and the Customer concerning these Conditions or the Contract or the subject matter thereof it shall be referred at the option of the Company either to the court or to a single arbitrator appointed by agreement between the Company and the Customer or failing agreement by the President for the time being of the Royal Institution of Chartered Surveyors on the application of the Company and the decision of such arbitrator on such dispute and on the costs of the arbitration shall be final and binding on both parties, and pending such decision the Customer shall at the time when such arbitrator shall be appointed make payment of all outstanding monies due to the Company in respect of the matters in dispute to such arbitrator as stakeholder.

20       NOTICES

20.1    Any notice shall be properly served on the Company if delivered by hand or sent by prepaid recorded delivery post addressed to the Company at its registered office and on the Customer if delivered by hand or sent by prepaid recorded delivery post addressed to the Customer at its registered office or otherwise to its last known address and if delivered by post service will be deemed to take effect 48 hours after posting.

20.2    If delivered by hand, service will be deemed to take effect at the time of delivery.

21       THIRD PARTY RIGHTS

21.1    Any party who is not a Party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to endorse any term of this agreement.