Terms and Conditions

Please find attached our terms and conditions of sale.
We would like to draw your attention to a few key points in particular;

Even if a signed agreement has not been returned, all quotations are given and all orders accepted on the basis and fundamental understanding of the attached conditions.

No assumption should be made that any goods are a “stock” item and this should be checked prior to ordering.

No item will be held from sale without a written order and confirmation.

Any line or item may be withdrawn without prior notification.

Installation of tiles is the responsibility of the purchaser, as we do not undertake any fixing of any kind.

Delivery dates are an estimate only, of which we will endeavour to achieve, however we are not responsible for late supply, it is deemed to be the purchaser’s responsibility to order “in good time”.

Quoted prices are only for the date of quote and last only for time stated, otherwise may alter at any time without prior notice.

Goods shall be deemed fit for use and acceptable if no claim for breakage or shortages has been made within 48 Hrs of receipt.

Tiles should be inspected before fixing as NO CLAIMS WILL BE CONSIDERED FOR SHADING VARIATION AFTER FIXING.

It is the purchaser’s responsibility to ensure suitability of product before fixing for each and every instillation.

No claim for crazing will be accepted as this is a natural characteristic of glazed products.

Returns are only permitted at our discretion and will be subject to a restocking charge, only full cartons may be considered for return. Restocking is undertaken as an order to order basis and the purchaser must enquire before restocking is considered.

TERMS AND CONDITIONS OF SALE

1. GENERAL
A; In the terms and conditions “Company” shall mean Excel tile supplies Ltd of, Unit 6 Anker Court, Alliance Close, Attleborough Fields Industrial Estate, Nuneaton, Warwickshire, UK CV11 6SD. “Purchaser” shall mean the person or company buying the goods from the company, and all other defined terms shall have the meaning given to them below. “Goods” means the products and tiles as detailed below. B; Whether or not the Purchaser has signed and returned a copy of this document, all quotations are given and all orders are accepted by the Company exclusively on these terms and conditions (in conjunction with any Incoterm specified below, as modified by these terms and conditions) to the exclusion of all other terms and conditions which the Purchaser purports to apply through any order, confirmation, specification or other document of / or the communication from the Purchaser in the course of negotiations or any other terms, conditions or representations referred to in any course of dealings between Company and Purchaser. All orders hereafter made by the purchaser shall be deemed to be made subject to these terms and conditions. C; No modification of these terms and conditions shall be effective unless made by an express written agreement between the company (via Director) and the Purchaser. The signing by the company of any Purchaser’s documentation shall not imply or affect any such modification. D; The Purchaser shall not be entitled to cancel any contract without the consent of the Company, which if given shall be deemed to be given on the express condition that the Purchaser shall indemnify the Company against loss, damage, costs, claims or actions arising out of such cancellation. E; No Goods shall be held from sale and in the Company stock unless a written order has been received and confirmed. F; The responsibility of installation of the goods is with the Purchaser the Company does not undertake any instillation of any kind.

2. PRICES
In the case of all orders for the supply of the goods described in these terms (the goods), unless otherwise stated in writing by the Company orders are accepted on the basis that;- A; The price stated is the net price of the Goods (after deduction of any discounts) excluding delivery in accordance with the provisions below and is exclusive of Value Added Tax, Customs Duties and important levies or any similar duties or levies. B; Please note that the Company is entitled without prior notice to adjust the price stated to take into account any change in specification made at the request of the Purchaser or any alternation before the date of delivery in the cost to the Company of labour materials sub-contracted services or import or export duties or tariffs or transport or fluctuations in currency exchange rates which directly affects the cost to the Company of the supplying the Goods. C; The price stated is for stipulated quantities only and does not hold good for lesser quantities.

3. PAYMENT
A; In the case of orders for UK delivered Goods, unless otherwise stated, prices are due and payable in United Kingdom pounds sterling on the 28th day of the month following the date of delivery (actual or deemed) of the Goods. B; In the case of all orders, if the purchaser shall fail to make payment in full on the due date above, then (without prejudice to any other rights of the Company) the Purchaser shall, without any need for the company to give notice, become liable to pay the Company interest on the amount for the time being unpaid at the rate of 3% above the base rate of the HSBC Bank (or such other rate if any as is specified below) which shall accrue from day to day, compounded monthly, and be calculated from the date of delivery of the Goods until the date of actual payment, both before and after any court judgement and; 1; The Company shall be entitled to suspend all or any other deliveries to be made under that or any other contract with the Purchaser. In such event the Purchaser shall not in any respect be released from its obligations to the Company under that or any other contract; or 2; Instead of suspension in accordance with paragraph (1) above the Company shall be entitled to terminate the relevant contract or any other contract with the Purchaser in accordance with conditions 11 below and to claim damages from the Purchaser. C; Time for payment is of the essence of these terms and conditions.

4. DESPATCH AND DELIVERY
A; The exact method and target date for delivery as agreed between the Company and the Purchaser is stated on the order. Any despatch or delivery date shown on the order form is a target date only, and whilst all reasonable endeavours to achieve any despatch or delivery date it accepts no liability whatsoever of loss or damage resulting from delay howsoever the same shall have been caused. Time of is not of the essence and shall not be made of the essence with notice. Please note that where the Company physically deliver Goods there may be an additional delivery charge which the Purchaser will be notified of before delivery or will be stated on the order form. B; In the case of orders for UK delivery, delivery shall (unless otherwise stated overleaf) be effected on loading the Goods on to the carrier’s transport at the Company’s Premises. C; In the case of orders for delivery outside the UK, delivery shall (unless otherwise stated below) be effected; 1; In the case of CIF and CFR contracts (as defined is incoterms 2000), by the delivery to the Purchaser or its duly authorised agents of the bills of lading, airway bill or other document in respect of the Goods; or 2; In the case of FOB contracts ( as defined in incoterms 2000), by delivery to the ship or aircraft at the place of export or the specified carrier or its duly authorised agent of the Goods and to the confirming house or its agent of the bills of lading, airway bill or other document in respect of the Goods. D; Notwithstanding that the stated price may include the cost of carriage from the Company’s premises the risk in the Goods sold shall pass to the Purchaser upon their transfer at such Premises onto the carriers or Purchasers transport save that where the contract is stated to be CIF, FOB, and CFR the risk shall pass to the Purchaser when the Goods are delivered onto the ship or aircraft. E; The Purchaser shall keep the Goods fully insured against all risks normally insured against all risks normally insured against at least throughout the period between risk therein passing to the purchaser and the property therein ceasing to remain with the Company. F; upon delivery of the Goods in each case the Purchaser shall sign the Company’s delivery note and check the consignment. PLEASE NOTE if the goods are not delivered or upon delivery are found to be damaged or short the company shall not in any event be liable unless; 1; The Purchaser gives written notice to the Company and to the carrier within two working days of the date of delivery and 2; In the case of short or damaged delivery the Purchaser gives the Company or its representative(s) a reasonable opportunity to inspect the Goods concerned in the state and condition and location in which they were delivered. G; The Purchaser shall inspect the Goods for shade and quality and accept the goods before they are installed, no claims will be considered after the Goods have been installed. H; When the Goods are received or shipped in lots or by instalments the contracts for the Goods shall be construed as a separate contract in respect of each lot or instalment subject to these conditions and subject to any special conditions incorporated in the contract in writing.

5. PROPERTY
A; Notwithstanding delivery of the goods or of any documents representing the Goods the property in each item of the Goods shall remain with Company until receipt by the Company of payment in full in cleared funds for each such item, and until the receipt by the Company of payment in full of any other sum from time to time owing to the Company on any account whatsoever. B; The Purchaser shall (unless otherwise agreed by the Company in writing) ensure that all Goods which are in the possession or control of the Purchaser and the and the property which remains with the Company are stored separately and that they are labelled so that they may be readily identified as property of the Company. C; Subject to condition 11 (B) (1) the Purchaser may sell any item of the Goods prior to the Company receiving payment in full for such item and in such event; 1; The Purchaser shall hold on trust for the Company and shall account to the Company for the proceeds of sale of such item; and 2; Until payment to the Company in full for such item the Purchaser shall maintain such proceeds of a sale in a separate bank account.

6. SPECIFICATIONS, DESCRIPTIONS AND CATALOGUES
Please note the following important provisions:
A; The Purchaser shall be responsible to the Company for the accuracy of any specification submitted by the Purchaser. Only specifications accepted in writing by the Company will form part of the contract for the goods. The purchaser shall be responsible for supplying to the Company all pertinent information relating to the supply of the Goods (including but not limited to the purpose for which the Goods are to be used). It is the Purchasers responsibility to check the suitability of the Goods prior to order. B; All drawings, descriptive matter, descriptions, specifications, photographs, physical examples, advertising and any other issued by the Company and any descriptions or illustrations contained in the Company’s catalogues, brochures or price list are issued or published for the sole purpose of giving an approximate idea of the Goods described in them and only being intended to serve merely for guide purposes only and no warranties or representations are given by the Company in respect of the same of the above. C; Where a sample of the Goods is supplied or is inspected or is shown to the Purchaser such sample is provided for the sole purpose of giving an approximate idea of the Goods and for guide purposes only, the Purchaser shall not rely upon any representation or description concerning sample of any Goods supplied unless reference is made there to below. D; Accordingly the Company shall not be liable for the accuracy of any information or samples referred to whether in 7 (A) (B) or (C) or otherwise and such information and samples will not form part of the contract and the contract shall not be a sale by descriptions or a sale by sample as defined in 13 and 15 of the sale of goods act 1979. E; It is the Purchasers responsibility to specify certification requirements at the time of ordering. F; Where the Goods are hand made or comprise of natural materials, the Goods may vary in accordance with reasonable natural tolerances, (e.g. appearance of or in dimension (including crazing) from the specification or order made by the Purchaser) and the Purchaser irrevocably and unconditionally waives its right to make any claim against the Company in respect of any such variations. G: The Company reserves the right to substitute alternative Goods where necessary and to make changes to any specifications provided that such substitutions or changes are minor (i.e. do not materially alter the quality or performance of the Goods) or which are required to comply with an applicable statute, statutory instrument or regulatory requirement.

7. WARRANTY AND GENERAL LIABILITIES
Please note the following important provisions;
A; The Company warrants that Goods that are supplied are free from substantial defects in materials and workmanship provided always that
1; the Purchaser notifies the Company in writing of the alleged defects as soon as it becomes aware of them and in any event within two weeks from the date of delivery;
Applied to any other Goods, property or land and the Purchaser therefore acknowledges that it must take steps to inspect all Goods supplied immediately upon delivery.
2; The Purchaser returns the allegedly defective Goods to the Company carriage paid; and
3; The Company’s liability under this warranty is limited to the repair of the defect or; at the discretion of the Company, the provision of replacement Goods or the refund of the price paid for the defective Goods; and
4; Any liability on the part of the Company shall cease upon any of the Goods supplied being blended or mixed with other Goods or upon any manufacturing or other process being applied thereto, or upon the Goods being affixed or
B; The Company does not exclude or restrict its liability for death or personal injury to the extent that it results from the negligence of the Company or its employees or agents, or for the fraud of the fraudulent mis-statement nor in any other circumstances forbidden by law.
C; Save as provided in sub clauses (A) and (B) the Company hereby excludes to the fullest extent permitted by law, all other liabilities(including liability for its negligence) and all other warranties and conditions whether express or implied whether arising by common law statute or otherwise other than those relating to title to the Goods. In particular but without limitation of the foregoing the Company shall not be liable for the failure of any Goods to be fit for any other purpose for which they are required or to comply with any law, rules or regulations as regards their use or subsequent resale.D; Subject to 7(B) above, the Company shall not be liable for; any indirect or consequential loss injury or damage of any nature whatsoever; any loss of profit (direct or indirect); loss of business; depletion of good will; or other costs, claims or expenses of an indirect or consequential nature arising out of or in connection with this agreement or any Goods supplied.
E; Without in any way limiting the effect of the foregoing the purchaser acknowledges that the provisions of this clause are reasonable having regard to the fact that the Purchaser has either inspected the Goods prior to the conclusion of the contract, or has decided at its own risk not to inspect the Goods; and furthermore the Purchaser accepts that it should procure insurance cover for such risks as the Purchaser considers are of importance to it.

8. RETURNS
The Company has absolute discretion whether it accepts Goods returned by the Purchaser. Goods supplied for special orders cannot be returned. If Goods are returned they may be only accepted if they are for full cartons only within a two month period from invoice date. Goods that are accepted as returns will be subject to a 25% restocking charge.

9. INDEMNITIES
Please note the following important provisions.
The Purchaser shall be solely responsible for and shall keep the Company indemnified against any loss, liability or expense arising directly or indirectly from the negligent, wrongful, or inappropriate (including a failure to follow manufacturers instructions) use or resale of the Goods.


10. FORCE MAJEURE
The Company shall be entitled to cancel or rescind any contract without liability for loss or damage resulting there from if the performance of its obligations under the contract is in anyway adversely affected by any circumstances beyond its reasonable control, including but not limited to war, strike, lockout, sit in, trade dispute, flood, accident to plant or machinery, shortage of any material or labour or any other cause whatsoever beyond the Company’s control.

11. Assignment
The Purchaser shall not assign this agreement or any rights hereunder in whole or in part without the prior written consent of the Company.

12. DEFAULT
A; The Company may by notice or in writing to the Purchaser terminate any contract for Goods forthwith if;
1; The Purchaser shall commit any breach of any of these terms and conditions (including without limitation terms concerning the time for payment of the purchase price) or other terms of that any other contract with the Company provided if such breach is remediable that the Company has previously given to the Purchaser notice thereof and the same has not been remedied within seven days there after;
2; If an order is made or a resolution passed for the winding up of the Purchaser or circumstances arise which entitle a court of completion jurisdiction t make a winding up order of the Purchaser; or an order is made for the appointment of an administrator to manage the affairs, business and property of the Purchaser or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Purchaser or notice of intention to appoint an administrator is given by the Purchaser or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of schedule B1 to the insolvency Act 1986); or
3; A receiver is appointed of any of the Purchaser’s assets or undertaking or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Purchaser or if any other person takes possession of or sells the Purchaser’s assets; or
4; The Purchaser makes any arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
5; The Purchaser is, or is reasonably considered to be unable to pay its debts when they fall due as defined in section 123 of the Insolvency Act 1986; or
6; Any distraint is levied against the Purchaser or its property by any third party;
7; If the Purchaser ceases, or threatens to cease, to carry on business.
B; In the event of any such termination;-
1; The company shall be entitled to repossess any Goods which are in the possession or control of the Purchaser and the property in which remains with the Company and for such purpose to enter into and upon the premises of the Purchaser and the Purchaser shall cease to be entitled to sell any Goods supplied by the Company which have not yet been paid for; and
2; The Company shall be entitled to notice in writing to the Purchaser to declare (and there shall forthwith become) immediately due an payable any outstanding amounts from the Purchaser to the Company under that or any other contract and shall bear interest at the rate set out in condition 3 above, calculated from the date of the notice until actual payment.
C; The provisions of (A) and (B) above and the exercise by the Company of its rights there under are without prejudice to any other rights of the Company.

13. LIEN
Please note the following important provisions;
The Company shall have a general lien over all and any Goods or property belonging to the Purchaser which is in possession of the Company from time to time in respect of all and any sums due from the Purchaser to the Company and shall be entitled to exercise such lien by selling such Goods or property and applying the proceeds of sale against any sum due at any time following the expiry of 7 days notice to the Purchaser demanding payment thereof.

14. PROCESSING
A; In relation to any agreement made with the Purchaser which involves processing of property of or Goods belonging to the purchaser ( or third party) such agreement is made on the assumption that such Goods or property are suitable for processing on the Company’s plant. If this proves not to be the case the Company reserves the right to cancel or renegotiate the agreement and the Purchaser shall have no claim whatsoever against the Company in this regard.
B; Where an agreement involves work upon materials supplied by the Purchaser the Company shall use reasonable care to remove contaminating matter there from but shall have no liability whatsoever (whether for negligence or otherwise) arising out of the presence of such contamination.

15. GENERAL
A; Notices to be served hereunder shall be served on the relevant party at its address shown on the order form, invoice or other relevant documents or such other address as may be notified in accordance with this clause or (in the case of a company) its registered office for the time being or (in the case of a Purchaser not being a company) its principal place of business for the time being, by pre-paid first class post(if in the UK) or prepaid airmail(if outside the UK)and such notices shall be deemed to have been duly served 2 days (7 in case of airmail post) after the same has been put in the post properly addressed.
B; The headings used in these terms and conditions are for convenience only and shall not affect the construction thereof.
C; If for any reason any wording in any part of these conditions is rendered or held by court to be unreasonable, void or unenforceable then such offending wording shall be deemed severable from the remaining wording in such part of these conditions, and the remainder of such wording shall continue to have full force and effect.
D; No forbearance of indulgence on the part of the Company in enforcing any of these conditions shall prejudice its strict rights hereunder or be construed as a waiver thereof.
E; All contracts shall be construed in accordance with English law and where the purchaser is based in the UK, the Company and the Purchaser hereby submit to the exclusive jurisdiction of the English courts, and otherwise to the non exclusive jurisdiction of the English courts.