THE BEECHFIELD RECLAMATION COMPANY LIMITED TERMS AND CONDITIONS OF TRADING

1.        BASIS OF SALE

1.1      These conditions of shall apply to all agreements for the sale of goods by The Beechfield Reclamation Company Limited (the Company) to you (the Customer) to the exclusion of all other terms and in any order or request for the supply of goods made by the Customer.

1.2      No variation of these conditions shall be binding unless agreed in writing and signed by the Company’s authorised representative.  This document comprising the Application for Credit Account (the Order Form) and these Conditions contains the entire agreement between us unless otherwise stated in writing.

2          PRICE

2.1      All prices quoted are valid for 30 days only or until acceptance by the Customer after which time they may be altered by the Company giving notice to the Customer.  The Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the goods to reflect and increase of the costs to the Company which is due to any factor beyond the control of the Company.

2.2      All prices quoted by the Company are exclusive of Value Added Tax unless otherwise stated.

3          PAYMENT TERMS

3.1      Unless the Customer has an approved Credit Account with the Company, all goods must be paid for prior to collection.  If the Customer wishes to open a credit account with the Company a completed credit account application form must be submitted for the Company’s consideration.  If the Customer has an approved credit account the Company shall invoice the Customer for the price of the goods on or at any time after delivery or collection of the goods and the Customer shall pay the price of the goods without deduction by way of set off or otherwise within one calendar month from the last day of the month in which they were supplied.

3.2      If the Customer does not pay for the goods by the due date then the Company may cancel the Agreement or suspend any further deliveries to the Customer; charge interest on the amount unpaid at a rate of 4% per annum above Barclay’s Bank plc base rate from time to time or the rate specified in the Late Payment of Commercial Debts (Interest Act) 1998 whichever shall be higher or claim reasonable compensation for debt recovery costs as specified in the Late Payment of Commercial Debts Regulations 2002.

4          DELIVERY

4.1      Unless otherwise stipulated in writing delivery of the goods shall be made by the Customer collecting the goods from the Company’s premises.  Any dates quoted for delivery of the goods are approximate only and the Company shall not be liable for any delay in delivery.  The time for delivery shall not be of the essence of this agreement.  The Company may deliver the goods in instalments.  In these circumstances each delivery shall constitute a separate agreement and failure by the Company to deliver any one or more of the instalments in accordance with these conditions or any claim by the customer in respect of any or one more instalments shall not entitle the Customer to treat the Agreement as a whole repudiated.  The Company’s liability (if any) for late or non-delivery of goods shall be limited to the price of those goods.

4.2      If the Customer does not take or accept delivery of the goods or gives inadequate delivery instructions then the Company may store the goods until actual delivery and claim reasonable charges (including insurance) of storage or sell the goods at the best price readily available and charge for any shortfall below the price under the Agreement.

4.3      If the Company has agreed to deliver the goods to the Customer ‘s premises or place of operations then the Customer is responsible for providing a safe means of access from the public highway to the place of delivery.  If the Company’s delivery staff considers that access is unsafe then the Company will not delivery until safe access is provided.  If the Company is unable to deliver the goods due to there being no safe means of access then it may store or sell them and charge the Customer in accordance with clause 4.2 of this agreement.

5          WARRANTY / SPECIFICATION AND FITNESS FOR PURPOSE

5.1      Subject to clause 6 hereof the Company warrants the goods against defects in materials or workmanship for a period of twelve months from the date of delivery or collection.  The Company’s obligations under warranty are limited to repair, replacement on an exchange basis or refunding the cost of the goods or those parts of the goods which are defective.

5.2      The goods are supplied on the basis that they conform to the written descriptions contained on the order or confirmation where supplied.  Picture and drawings in any catalogues are for illustration purposes only.  As many of the Company’s goods are made from natural products, no warranty can be given that they will be the same in all material respects as any sample and they are therefore subject to variation of shade, colour and texture.

5.3      As Company’s goods have many individual applications, the Customer agrees to inspect the goods and satisfy themselves that they are fit and suitable for the intended purpose and are of the appropriate quality.  The Company gives no warranty that the goods are fit for any particular individual purpose, nor for any industrial use, although does warrant that they are fit for domestic use and for the general purpose which is obvious from the vary nature of the goods themselves.  The Company shall be under no liability in respect of any defect in the goods arising from drawings, design or specification supplied by the Customer.  The Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful negligence, abnormal working conditions , failing to follow the instructions, misuse or alteration or repair of the goods, failing to store the goods in appropriate conditions or any breaches of the provisions of 5.4 hereof.

5.4      The Customer agrees to store and keep the goods properly and in accordance with instructions of the manufacturer, keep all goods in a dry place, stacked flat, raised from the ground and properly protected from the weather.  The Company does not accept liability for any swelling due to the presence of excessive moisture or other neglect.

6          CLAIM FOR DEFECT

6.1      The Customer shall inspect the goods on delivery and shall within 5 working days of delivery (or as soon as reasonably possible thereafter), notify the Company in writing of any alleged defect, shortage in quantity, damage or failure to comply with description or sample (save where such defect is not reasonably apparent from an initial inspection or testing).  If the Customer fails to comply with these provisions the goods shall be presumed to be in accordance with the Agreement and free from any defect or damage which will be apparent on a reasonable inspection of the goods and the Customer shall be deemed to have accepted them.  The Customer shall notify in writing the Company of any non delivery of the whole consignment within 14 days of the date of despatch as stated on the invoice or as soon as reasonable possible thereafter.

6.2      The Customer must insure against any costs claims or demands arising from the Customer’s obligation to any third party and due indirectly or directly to any defects or delays in the goods or materials supplied or work done by the Company, and will indemnify the Company in respect thereof.  Any design and advisory services (including the preparation of drawings, specifications and contract particulars) shall be provided by the Company with reasonable skill and care but no other representations or undertakings are made or can be implied in connection therewith.

7          RETENTION OF TITLE

7.1      Goods supplied by the Company shall be held at the Customer’s risk immediately on delivery to the Customer or into custody on the Customer’s behalf and the Customer should therefore be insured accordingly.  Property in goods supplied hereunder will pass to the Customer when they have been paid for in full and shall not pass upon delivery or collection.  Until payment in full has been received by the Company, the Customer shall hold the goods in a fiduciary capacity for the Company in a manner which enable them to be identified as the goods of the Company and the Customer shall immediately return the goods to the Company on request.  The Customer’s right to possession of the goods shall crease in the event of the Customer becoming insolvent or bankrupt or the subject of Administration, or if circumstances arise which would entitle any person to petition for the Customer’s winding up or bankruptcy, or if any Statutory Demand is served upon the Customer, or if the Customer makes any arrangements with its creditors which is in the alternative to being made insolvent or bankrupt.

7.2      The Customer grants the Company irrevocable licence to enter at any time any vehicles or premises owned or occupied by the Customer or in its possession for the purpose of repossession and removing any such goods the property in which has remained in the Company under paragraph 7.2 hereof.  The Company shall not be responsible for and the Customer will indemnify the Company against liability in respect of damage caused to such vehicles or premises in such repossession and removal being damage it was not reasonably practicable to avoid.

7.3      The Customer must ensure that if the goods are or become affixed to any land or building they shall be capable of being removed without material injury to such land or building and to take all the necessary steps to prevent title to the goods from passing to the landlord of such land or building.  The Customer warrants reporting and making good any damage caused by the affixation of the goods to or their removal from any land or building and to indemnify the Company against all loss, damage or liability it may incur or sustain as a result of such affixation or removal.

7.4      Notwithstanding paragraph 3 hereof, the Customer shall be permitted to sell the goods to third parties in the normal course of business.  In this respect the Customer shall act in the capacity of a Commission Agent and the proceeds of any such sale shall be held in trust for the Company in a separate identifiable bank account.

8          RETURNS / CREDITS / COLLECTIONS

8.1      The Company reserves the right to accept returns at their discretion.  All returns are subject to a 15% restocking fee.  The Company will only accept returns of full or unopened pallets, no part pallets, crates or other grouped materials will be collected.  To validate any returns the Customer will be required to provide their original receipt.  In the case of returns requiring collection by the Company, this will be carried out at our convenience.  The Company reserves the right to charge Customers for collections.

9          TERMS OF LIMITATION AND LIABILITY

9.1      The Company’s liability to the Customer for death or injury resulting from its own negligence or that of its employees’ shall not be limited.  The Company shall accept liability to the Customer in respect of damage to the tangible property of the Customer other than the goods themselves resulting from the tortuous negligence of the Company or its employees limited to the amount for which the Company has insurance cover under which a claim can be made in the sum of £1,000,000.  The Company’s liability in the tort of negligence in respect of the goods themselves shall be limited to the price of the goods and no liability shall be accepted for any consequential loss or for any loss of revenue, business, profits or lost savings, or for any other loss or damage whatsoever.

10       TERMINATION

10.1   If the Customer shall fail to perform any of its contractual obligations hereunder; fail to make payment on the due date for a payment; commit any act or bankruptcy or a receiver is appointed over its business undertakings or assets or has entered into liquidation whether compulsory or voluntary (save for the purpose of amalgamation or reconstruction of a solvent company).  Cease to trade or threaten to cease to trade, have exceeded its credit limit with the Company of the Company has any reason to have serious doubts as to the Customers insolvency then the Company shall be entitled without notice and without prejudice to its other remedies in the Conditions to suspend or cancel the further performance of this Agreement and if the goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding previous agreement to the contrary.

11       DATA PROTECTION

11.1   In relation to the processing of any personal data relating to the supply or otherwise to third parties by the Customer of the goods and services supplied by the Company to the Customer under the terms of the Agreement (or otherwise) the Customer is at all times the Data Controller in accordance with the terms of this Agreement and the Company is at all times in accordance with the terms of this Agreement a Data Processor on behalf of the Customer in accordance with the terms of the Data Protect Act (1998 (“The Act”).

11.2   The Customer warrants that at all times it complies with the effects of and the processes under The Act when dealing with personal data including but not limited to personal data of any third party.

11.3   In relation to such processing the Company will act only on the instructions from the Customer.  The Company agrees at all times to comply with the obligations imposed by The Act including the obligations imposed by the 7^th Data Protection principle.  The Company warrants that in relation to its role as a Data Processor it offers sufficient technical and organisational measures governing the processing and it will take and continue to take sufficient steps to ensure compliance with The Act.

12       LEGAL CONSTRUCTION

12.1   The Agreement is subject to the laws of England and Wales and all disputes arising out of this Agreement, subject to exclusive jurisdiction of the courts of England and Wales.