TRADE ACCOUNT TERMS AND CONDITIONS

1. Definitions

1.1 The expressions in these Terms and Conditions shall have the following meanings unless the context requires otherwise:

The “Contract” means the contract between Euxton and the Purchaser for the supply of the Goods arising from the Purchaser’s Order and Euxton’s acceptance, including these Terms and Conditions.

“Euxton” shall mean Euxton Tile Supplies Limited, 137 Wigan Rd, Euxton, Chorley PR7 6JH

“Goods” means the items or services to be provided by Euxton to the Purchaser in accordance with the Contract.

The “Order” shall mean the order for the Goods as set out by or on behalf of the Purchaser in his Purchase Order or other document.

“The Purchaser” shall mean the organisation directly purchasing the Goods from Euxton.

2. Application and Precedence

2.1 These Conditions apply to all sales of Goods by Euxton to the Purchaser. No variation to these Conditions shall take effect unless expressly agreed in writing and signed by an authorised officer of Euxton.

These Conditions shall supersede and cancel any and all prior understandings, commitments, representations or agreements whatsoever between Euxton and the Purchaser, whether oral or written.

2.2 It is expressly agreed that no other term or condition endorsed on, delivered with or contained within or attached to the Purchaser’s Order, confirmation of order, specification, back of order conditions or other document shall form part of any agreement between Euxton and the Purchaser.

2.3 The Purchaser acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Euxton which is not set out in the Contract. Nothing in this condition shall exclude or limit Euxton’s liability for fraudulent misrepresentation.

2.4 No Contract shall exist until Euxton issues an Acknowledgement of Order.

2.5 Acceptance of Euxton’s quotation and/or issue of an Order or direct payment by the Purchaser shall deem to be acceptance of these Conditions and an offer by the Purchaser to buy Goods subject to these Conditions.

2.6 No cancellation or variation of any order by the Purchaser shall be effective unless made in writing and until accepted in writing by an authorised officer of Euxton.

Euxton reserves the right not to accept cancellation or amendment of orders once placed.

2.7 The Purchaser shall be liable for any expenses incurred by Euxton as a result of the Purchaser’s failure to comply with the obligations as defined by these Terms and Conditions.

3. General Description

3.1 Any general description not forming part of the technical specification given or applied to the Goods is by way of identification only. Euxton shall use such description solely for reference purposes and will not be liable for any variation between the general description and the technical specification as agreed between Euxton and the Purchaser.

The use of such description shall not constitute a sale by description. For the avoidance of doubt, the Purchaser hereby affirms that it does not in any way rely on any such description when entering into the contract.

3.2 Products in Euxton’s literature and websites are illustrated as accurately as modern reproduction methods will allow.

4. Specification

4.1 Item specifications are correct at time of advertising. Euxton and its manufacturers reserve the right to amend specifications without notice. Euxton will make reasonable endeavours to provide the Purchaser with true and accurate up-to-date specification information wherever possible, noting any significant changes.

4.2 Euxton reserves the right to supply full boxes of Goods only, either as stock items or special orders. Once special orders are en-route to Euxton from its suppliers Euxton will be unable to accept cancellations.

4.3 Goods are not tested or sold as being fit for any particular purpose. Any term, warranty or condition to the contrary whether express or implied is excluded.

In no circumstances shall Euxton’s liability (in contract, delict or otherwise) to the Purchaser arising under out of or in connection with this Contract exceed the invoiced price of the particular Goods in regard to which any complaint is made.

4.4 Where tiles are classified as slip-resistant it is the responsibility of the Purchaser to satisfy itself that the level of slip resistance is sufficient for the proposed purpose. Note that the result of a slip resistance test may alter from a new installation depending on conditions of use /maintenance and wearing of the material over time. Where specific performance is required from a tile the Purchaser must first contact Euxton for information. Unless Euxton has advised the Purchaser in writing that such performance can be achieved Euxton can accept no liability in this matter.

4.5 Samples will be generally representative of the Goods to be provided, but batch and shade variation is an inherent part of the manufacture of all tiles and associated products. Goods are sold subject to such variations, including variation in shade, being deemed a characteristic.

4.6 Goods will be sold under the same quality conditions as those issued by the manufacturers. Euxton can give no warranty against crazing, shading or any other defects in tiles and the Purchaser will need to take such matters up directly with the manufacturer

In particular no warranty is given in respect of staining by the use of coloured grouts.

Tiles once fixed shall be deemed to be accepted.

5. Pricing and Payment

5.1 Euxton’s current price list supersedes any previous list.

Euxton reserves the right to alter prices and to withdraw or modify advertised goods from time to time and without directly notifying previous purchasers.

All quotations will be valid for 28 days from date of issue unless otherwise advised at the time of issue. Errors and omissions are correctable by Euxton within a reasonable period of time.

No amendment shall be made to prices for Goods where payment has already been accepted.

V.A.T. at the current rate will be added to all prices.

Where special pallet prices are quoted they are nett of all discount including settlement discount where applicable.

5.2 Special orders will be invoiced upon arrival at Euxton’s premises, whether collected by the Purchaser or not.

Unless otherwise agreed in writing by an authorised officer of Euxton, all accounts are subject to settlement no later than the end of the month following the month in which the invoice is issued.

5.3 The Purchaser shall pay all sums due under the Contract without deduction or set-off except as required by law.

5.4 The ownership right for the Goods shall be transferred to the Purchaser only after the purchase price has been received in full by Euxton.

Euxton is also entitled to recover all reasonable expenses incurred in obtaining payment from the Purchaser where any payment from the Purchaser to Euxton is overdue.

5.5 Until payments have been received in full by Euxton in accordance with these Terms and Conditions ownership of the Goods shall remain with Euxton.

Euxton reserves the right to display Goods that are on its premises awaiting delivery.

5.6 If payment in full is overdue in whole or part, Euxton may (without prejudice to its other rights) recover or re-sell the goods or any part of them and may enter upon the Purchaser’s premises (or elsewhere) by its servants or agents for that purpose.

5.7 Payment shall become due immediately upon commencement of any act or proceeding in which:

• the Purchaser becomes unable to pay his debts
• a petition for a bankruptcy order against the Purchaser is presented
• a deed of arrangement executed or a composition, moratorium or arrangement is proposed to the Purchaser’s creditors
• a petition is issued for winding up of the Purchaser
• a resolution is passed for voluntary winding-up of the Purchaser or if a composition, moratorium or arrangement is proposed to its creditors

or if any act is performed or event occurs which has a substantial effect to any of the foregoing acts or events.

5.8 All invoices remaining unpaid 14 days after due date shall be classed as overdue and will result in:
a. Automatic suspension of further supplies
b. Any quoted settlement discount disallowed
c. An interest charge of 2.5% per month being added to the account until such time as settlement is made in full.

6. Cancellation and return

6.1 The Purchaser may only cancel the Contract or reduce Order requirements with the prior written consent of an authorised officer of Euxton and prior to the date of dispatch of the Goods. If Euxton agrees to the Purchaser’s request to cancel the Contract, cancellation charges will be levied by Euxton as follows.

(a) For stock items a charge of 25% of the price of these items.

(b) For special Items (meaning Goods which are not stock items) all manufacturing costs and any other costs incurred in relation to such special Items, up to the date of cancellation, or as consequence of such cancellation, shall be payable in full, uplifted by 25% to cover administration costs.

The Purchaser agrees that these represent a pre-estimate of Euxton’s losses (handling, administration etc.) as a result of cancellation.

6.2 Returns will only be accepted within three months of delivery but only upon written the agreement of an authorised officer of Euxton. (One reason for non-acceptance would be that pattern lines have been discontinued or that the item is no longer for sale in the Euxton catalogue).

Only full boxes of stock items will be accepted as returns, with the Goods and packaging in a condition that will allow resale. Under no circumstances can non-stock items be returned or exchanged unless defective, subject to the provision of these Terms and Conditions.

A charge of 25% of the price of stock items returned will be payable by the Purchaser to cover
Euxton’s administration costs.

Transport costs for the return of the Goods to Euxton shall be the responsibility of the
Purchaser.

7. Events outside Company’s control

7.1 Euxton will not accept responsibility for delays arising through risks and uncertainties including manufacturer delays, strikes, accidents and other Force Majeure causes beyond its control.

7.2 Delay in delivery will not entitle the Purchaser to terminate or rescind the Contract unless such delay exceeds sixty days.

8. Carriage and packing

8.1 Carriage and packing charges may be additional as noted in the Price List.

8.2 In the event that special delivery is necessary including deliveries outside Euxton’s normal delivery area, Euxton will not be liable for any damage during transit.

8.3 The Goods are at the risk of the Purchaser from the time of delivery to him.

Claims from the Purchaser for damages or incorrect materials will not be considered unless made within 48 hours of delivery. Claims will only be entertained for damaged goods where the delivery note is signed “unexamined”.

Shortages should be noted on the delivery note as claims cannot be entertained after delivery has been accepted. Delivery by Euxton will be kerb-side only, unless prior arrangements are agreed with Euxton in writing.

9. Limitation of Liability

9.1 No claim of any kind shall exceed the replacement cost for resupply of the Goods by Euxton. Euxton shall not be liable to the Purchaser for loss of profit, or any indirect or consequential loss.

9.2 The failure of the Purchaser to enforce any Condition of the Contract shall not consist of a waiver of that provision nor of Euxton’s right to subsequently enforce that provision.

10. Communication and Law

10.1 Any communication in regard to this Contract should be sent to:

Euxton Tile Supplies Limited, 137 Wigan Rd, Euxton, Chorley PR7 6JH.

10.2 The Purchaser shall not assign the Contract, except with the agreement of Euxton.

10.3 This Contract is subject to English Law and subject to the jurisdiction of the courts of England and Wales.

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