HS French Flint Limited

Terms of Trading

1 Business customers and consumers

1.1 Some of these terms apply to consumers only; some apply to business customers only. Those terms are marked as such.

1.2 All other terms apply to all customers.

1.3 You are classified as a business customer if you indicate to us that the goods supplied by us will be used in the course of your business or if you use the goods in the course of your business.

1.4 If you are not a business customer, you are a consumer. You have certain statutory rights as consumers which are not affected by these terms. Contact your local trading standards office for more information. Words in italic type are legal words which clarify, rather than alter, the meaning of the relevant clause.

2 Delivery

2.1 All delivery times quoted are estimates only.

2.2 If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the contract, however:

2.2.1 you may not cancel if we receive your notice after the goods have been dispatched; and

2.2.2 if you cancel the contract, you can have no further claim against us under that contract.

2.3 If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).

2.4 We may deliver the goods in installments. Each installment is treated as a separate contract.

2.5 We may decline to deliver if:

2.5.1 We believe that it would be unsafe, unlawful or unreasonably difficult to do so; or

2.5.2 The premises (or the access to them) are unsuitable for our vehicle.

3 Risk

3.1 The goods are at your risk from the time of delivery.

3.2 Delivery takes place either:

3.2.1 at our premises (if you are collecting them or arranging carriage); or

3.2.2 at your premises or address specified by you (if we are arranging carriage).

3.3 You must inspect the goods on delivery. If any goods are damaged or not delivered, you must write to tell us within five days of delivery or the expected delivery time. You must give us (and any carrier) a fair chance to inspect the damaged goods.

4 Warranties

4.1 We warrant that the goods:

4.1.1 comply with their description on our acknowledgement of order form; and

4.1.2 are free from material defect at the time of delivery (as long as you comply with clause 7.4).

4.2 Business customers: we give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.

4.3 Consumers: the warranty in clause 4.1 is in addition to your statutory rights.

4.4 If you believe that we have delivered goods which are defective in material or workmanship, you must:

4.4.1 inform us (in writing), with full details, as soon as possible; and

4.4.2 allow us to investigate (we may need access to your premises and product samples).

4.5 If the goods are found to be defective in material or workmanship (following our investigations), and you have complied with those conditions (in clause 7.4) in full, we will (at our option) repair the goods replace the goods or refund the price.

4.6 We are not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply of goods or their use, even if we are negligent.

4.7 Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to two million pounds.

4.8 For all other liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of the goods.

4.9 Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.

5 Return of goods

5.1 We will accept the return of goods from you only:

5.1.1 by prior arrangement (confirmed in writing);

5.1.2 on payment of an agreed handling charge (unless the goods were defective when delivered) and

5.1.3 where the goods are as fit for sale on their return as they were on delivery.

6 Export terms

6.1 Where the goods are supplied by us to you by way of export from the United Kingdom Clause 10 of these terms applies (except to the extent that it is inconsistent with any written agreement between us).

6.2 The ‘Incoterms’ of the International Chamber of Commerce which are in force at the time when the contract is made apply to exports, but these terms prevail to the extent that there is any inconsistency.

6.3 Unless otherwise agreed, the goods are supplied ex works our place of manufacture.

6.4 Where the goods are to be sent by us to you by a route including sea transport we are under no obligation to give a notice under section 32(3) of the Sale of Goods Act 1979.

6.5 You are responsible for arranging testing and inspection of the goods at our premises before shipment (unless otherwise agreed). We are not liable for any defect in the goods which would be apparent on inspection unless a claim is made before shipment. We are not liable for any damage during transit.

6.6 We are not liable for death or personal injury arising from the use of the goods delivered in the territory of another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977).

7 Cancellation

7.1 You may not cancel the order unless we agree in writing.

7.2 If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) that we may then hold (or to which we are committed) for the order.

7.3 We may suspend or cancel the order, by written notice if:

7.3.1 you fail to pay us any money when due (under the order or otherwise);

7.3.2 you become insolvent;

7.3.3 you fail to honour your obligations under these terms.

8 Waiver and variations

8.1 Any waiver or variation of these terms is binding in honour only unless:

8.1.1 made (or recorded) in writing;

8.1.2 signed on behalf of each party; and

8.1.3 expressly stating an intention to vary these terms.

8.2 All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.

9 Force majeure- business customers only

9.1 If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.

9.2 Examples of those circumstances include act of God, accident, explosion, war, terrorism, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.

10 General

10.1 English law is applicable to any contract made under these terms. The English and Welsh courts have non-exclusive jurisdiction.

10.2 If you are more than one person, each of you is liable for all of your obligations under these terms (joint and several liability).

10.3 If any of these terms are unenforceable as drafted:

10.3.1 it will not affect the enforceability of any other of these terms; and

10.3.2 if it would be enforceable if amended, it will be treated as so amended.

10.4 We may treat you as insolvent if:

10.4.1 you are unable to pay your debts as they fall due; or

10.4.2 you (or any item of your property) becomes the subject of:

a. any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);

b. any application or proposal for any formal insolvency procedure; or

c. any application, procedure or proposal overseas with similar effect or purpose.

11.5 Business customers: all brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.

11.6 Business customers: any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post or by email) the other’s registered office or principal place of business. All such notices must be signed.

11.7 No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.

11.8 The only statements upon which you may rely in making the contract with us are those made in writing by someone who is (or whom you reasonably believe to be) our authorised representative and either:

11.8.1 contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or

11.8.2 which expressly state that you may rely on them when entering into the contract.

11.9 Nothing in these terms affects or limits our liability for fraudulent misrepresentation.