1. Definitions and Interpretation
   • In these conditions the term ‘Seller’ means and includes Stone of London Limited and or any of its subsidiary and or associated companies. The term ‘Purchaser’ means and includes the purchaser and any of its subsidiary and associated companies. The term ‘Materials’ includes any goods, plant, equipment and substances (of every description).
   • The term ‘Acknowledgement of Order’ means the form issued by the Seller and acknowledged and accepted by the Purchaser of Materials the supply of which is the subject matter of the contract between the Seller and the Purchaser.
   • The term ‘Contract Price’ is the sum exclusive of VAT for which the materials set out in the Acknowledgement of Order are supplied by the Seller to the Purchaser. This Contract Price is to remain fixed until the date stated in the Acknowledgement of Order, but in any case no longer than six months from the date of issue of the Acknowledgement of Order.
   • The term ‘Contract’ is the contract between the Seller and Purchaser consisting of the Acknowledgement of Order, these terms and conditions and all the other drawings, specifications or other documents relating to the Acknowledgement of Order.
2. Contract
   • Only the Acknowledgement of Order form shall constitute the offer from the Seller to the Purchaser and the form shall only be capable of being accepted, unless withdrawn in writing by the Seller either by the Purchaser returning the signed form within 90 days of issue signifying the Purchaser’s acceptance, subject to the Seller’s conditions, of the above form, or else by the Purchaser and/or the Seller acting as if the Purchaser had accepted the above form. Once the Acknowledgement of Order has been accepted by the Purchaser any variations will be subject to the Seller’s acceptance in writing and any additional cost will be added to the Contract Price and become due at the same time.
   • The Acknowledgement of Order and these conditions contain all the terms of agreement between the parties, who have placed reliance upon no other terms or representations, and supersedes all or any other previous agreements or arrangements express or implied. Any Materials supplied by the Seller are   supplied subject to these conditions and these conditions only.
3. Delivery
   • Delivery shall be to the address set out in the Acknowledgement of Order. The Materials shall be at the risk of the Seller up to the point of the delivery arriving at the delivery address, after which they are to be at the Purchaser’s risk. The Purchaser shall be responsible for providing suitable access for delivery vehicles and for off-loading and storing Materials upon delivery all being within a reasonable amount of time and during normal working hours. The Materials shall be deemed to be   delivered, examined and accepted in good condition and as per the Acknowledgement of Order unless the Purchaser gives written notice to, and received by the Seller within 7 days of delivery that the Materials do not conform to contract, specifying in that notice full details of any or all non-conformance.
   • Any time or date for delivery named by the Seller is an estimate only and the Seller shall not be liable for the consequences of any delay. Where a period is named for delivery and such a period is not extended by mutual consent in writing or under the provisions herein contained, the Purchaser shall take delivery within that period. If the Purchaser shall not accept such delivery then the Seller may at its own discretion arrange for storage and joint names insurance of the Materials at the Purchaser’s risk. The Purchaser shall indemnify the Seller against all costs and expenses, including insurance, of such storage   and in any event delivery shall be deemed to have taken place at the commencement of the above storage period. Such costs and expenses will first become due on the last day of the month following deemed delivery of the Materials and such further costs and expenses as the Purchaser shall become responsible for will become due on demand.
   • Deliveries may be wholly or partially suspended at the absolute discretion of the Seller and the time of such suspension added to the original contract period in the event of the Purchaser failing to provide all the necessary information at the time of contracting; or of a stoppage, delay or interruption of work in the establishment of the Seller or its agents or the manufacturers or their agents prior to delivery, as the result of strikes, lockouts, trade disputes, breakdowns, accident or any cause whatsoever beyond the control of the Seller or its agents or manufacturers and their agents respectively.
4. Specification

Unless otherwise agreed in writing the Materials supplied by the Seller have been manufactured to the appropriate manufacturers’ specification current at the time of manufacture. To allow for advances in the manufacturing process the Seller reserves the right to vary the specification of the Materials supplied without notice. However, the manufacturers’ specification relates solely to the materials supplied by the Seller and is subject to the Purchaser complying with any requirements set out in the manufacturers’ specification. The Purchaser shall be deemed to have satisfied himself regarding satisfactory performance of the Materials within other components and assemblies.

5. Payment and title
   • Payment in full of all sums, costs and expenses arising under the Contract shall be made by the Purchaser to the Seller for the Materials supplied no later than the earlier of 14 days after the Seller’s delivering them to the address given in the Acknowledgement of Order, or attempting to deliver them to the so given address. Thereafter interest will be charged by the Seller to the Purchaser on the whole or any part of the sums outstanding at the rate of eight per cent per annum above the base rate from time to time of Barclays Bank Plc calculated on a daily basis. Timely payment shall be of the essence of the Contract.
   • Part payments by the Purchaser of monies due to the Seller, from the Purchaser arising under this or any other contract, or by force of law shall be ascribed as designated by the Seller failing which, firstly, to cover, in date order, any interest outstanding on this or other contracts between the Parties then to cover, in date order, any costs and expenses outstanding on this or other contracts between the Parties then to cover, in date order, any of the contract prices outstanding on other contracts between the Seller and Purchaser or their associates and subsidiaries and finally, such residue as remains to cover the contract price due under the Contract.
   • All Materials delivered by the Seller are to remain the property of the Seller until all sums owed to the Seller by the Purchaser are paid.
   • The Purchaser is to hold as bailee for the Seller all Materials delivered to it that are the property of the Seller. The Purchaser is to keep all the Seller’s property in whatever form separate from his own property or in any property belonging to others, and to account to the Seller for his intromissions with the same. The Purchaser grants to the Seller a licence to enter property under his control in order to identify, protect and if necessary recover the Seller’s property.
6. Lien

The Seller reserves the right to retain property of the Purchaser in its possession until all sums due from the Purchaser to the Seller for whatever reason are paid.

7. Warranties
   • No condition is to be made or to be implied nor is any warranty given or to be implied as to the type of wear of the Materials supplied or that they will be suitable for any particular purpose or condition other than that the materials conform to the manufacturers’ specification. The Purchaser further declares that it has placed no reliance on the skill or judgement of the Seller notwithstanding that such purpose or conditions may be known or made known to the Seller.
   • Materials represented by the Purchaser to be defective shall not form part of any claim for work done by the Purchaser or for any loss, damage, or expense whatsoever arising directly or indirectly from such defects but such Materials if returned to the Seller and accepted by them as defective will be made good, if practical, or replaced by the Seller at their absolute discretion. Defects in quality or dimensions in any delivery shall not be ground for cancellation of any other contract or the remainder of the contract price.
   • In the event of the Purchaser requesting an inspection of Materials supplied by the Seller on the grounds of the Materials being supplied in defective form and the defects being shown to be due to incorrect fitting, maltreatment, incorrect use or any other reason beyond the control of the Seller then the Purchaser shall be responsible for all costs and expenses incurred by the Seller in connection with such inspection.
8. Determination
   • If the Purchaser shall make default in or commit a breach of the Contract or any other of its obligations to the Seller, or if any diligence or distress of execution shall be levied on the Purchaser’s property or assets or if the Purchaser shall make or offer to make any arrangement or composition with creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy or its equivalent in the law of the Purchasers domicile shall be presented or made against him, if the Purchaser is a limited company and any resolution or petition to wind up such company’s business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented or is a receiver of company’s undertaking, property or assets or any part thereof shall be appointed, the Seller shall have the right forthwith to determine any contract then subsisting and upon written notice of such determination being posted to the Purchaser’s last known address any subsisting contracts shall be deemed to have been determined without prejudice to any claim or right the seller may otherwise make or exercise.
   • In the event of any such determination by the Seller in accordance with the above or any cancellation and/or repudiation of the contract by the Purchaser, the Seller shall be entitled to recover all loss and damage of any kind consequential or otherwise which the Seller shall sustain in connection with such cancellation or termination. Upon the determination of the contract by the Seller all outstanding monies due by the Purchaser to the Seller including such sums due in accordance with these conditions will become due and payable immediately on demand of the Seller. The exercise of the rights conferred by this condition shall be without prejudice to any other rights enjoyed by the Seller pursuant to these conditions or by law including in particular the right to recover materials or the proceeds thereof from the Purchaser pursuant to condition 5 hereof.
9. General
   • The Purchaser shall not be able to assign any of its rights or duties under the Contract without the written consent of the Seller.
   • The Seller shall be able to sub-contract any of its rights or duties.
   • The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
   • Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
   • No other party than a party to the Contract, their successors and permitted assignees, shall have any right to enforce any of its terms.
10. Limitation of Liability
    • Nothing in these conditions shall limit or exclude the Seller’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or in respect of any liability the Seller may have that is not excludable by the operation of statute or regulation.
    • Subject to clause 10.1 the Seller’s liability shall under no circumstances whatsoever exceed an amount equal to one tenth of the Contract Price. In any event the Seller shall not be liable to the Purchaser, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.

1. Application
   • These terms and conditions shall be deemed to be incorporated in any contract, agreement or Order Form between the Contractor and the Client and shall be in substitution for any other terms and conditions introduced before or after the date of the Order Form (unless expressly identified and agreed to in writing by the Contractor). Furthermore, any action undertaken by the Client in pursuit of their obligations under the Contract will be deemed an explicit agreement to the terms of the Contract and cannot be rescinded, altered or amended in any way without mutual agreement by the Parties.
2. Definitions and Interpretation
   • The Contract Price, the Contract Works, the Site, the Commencement Date, the Completion Date, the Payment Dates, the Client and the Contractor have the meanings shown in the Order Form.
   • In these terms and conditions, unless the context otherwise requires, the following expressions have the following meanings:

• Unless the context otherwise requires, each reference in these Terms and Conditions to:
  • “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
  • a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time; and
  • a clause or paragraph is a reference to a clause of these terms and conditions.
• The headings used in these terms and conditions are for convenience only and shall have no effect upon the interpretation of these terms and conditions.
• Words imparting the singular number shall include the plural and vice versa.
• References to any gender shall include the other gender.

3. The Contract Works
   • The Contractor shall carry out the Contract Works in a good and workmanlike manner and complete the Contract Works in accordance with the Contract using materials and workmanship herein specified or otherwise of a good and suitable standard and which are not generally regarded as deleterious.
   • The Contractor may appoint sub-contractors to perform any or all of the Contract Works, but shall be liable for the acts and defaults of all such sub-contractors as if they were its own acts and defaults, and shall not be relieved of any obligation hereunder by reason of the use or appointment of sub-contractors.
   • The Contractor shall use all reasonable endeavours to complete its obligations under these terms and conditions at the times required by the Contract, but time will not be of the essence in the performance of these obligations.
4. Contract Price
   • The Client agrees to pay the Contract Price in consideration of the Contractor carrying out the Contract Works at the times and in the manner specified in the Contract.
   • In addition the Contractor may recover from the Client his reasonable incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the Contract Works.
   • All sums payable by either Party pursuant to these terms and conditions are exclusive of any value added or other tax (except corporation tax) or other taxes on profit, for which that Party shall be additionally liable.
5. Payment
   • Up to completion of the Contract Works (subject to the sole discretion of the Contractor thereafter unless otherwise stated in these terms), the Contractor shall be entitled to interim payments. Unless otherwise agreed between the Parties, the due dates for such interim payments shall be the Client’s receipt of the Contractor’s relevant invoice or the Payment Dates (each being a Due Date) whichever is the later.
   • The Contractor may submit an invoice for payment before, on or after each Payment Date identifying the amount due up to the relevant Due Date.
   • Within 5 days of each Due Date the Client shall give a payment notice in writing to the Contractor specifying the amount of the interim payment to be made and about the basis on which such amount is calculated (a “Payment Notice”).
   • Subject to any alternative payment terms as may be set out on the Order Form, the final date for payment shall be 14 days after the Due Date.
   • If any sum payable under the Contract is not paid by the final date for payment then, without prejudice to the Contractor’s other rights under the Contract, that sum shall bear interest from the final date for payment until payment is made in full, both before and after any judgment, at eight per cent per annum in excess of the rate set from time to time by the Bank of England’s monetary policy committee or any successor of it.
   • Should the Client fail to pay any invoice by the final date for payment the Contractor may following seven days’ notice in writing suspend all or part or the Contract Works. Upon the ending of a suspension the Client shall pay the Contractor’s reasonable costs of the suspension and shall grant the Contractor an extension of time for the period of delay caused by the suspension.
6. Retention
   • If specified within the Order Form as a special condition the Client may deduct from any interim payment due to the Contractor a sum equivalent to that which is specified within the Order Form by way of retention.
   • If clause 6.1 applies the Client shall pay to the Contractor one half of the retention within 14 days of the Certificate of Practical Completion and the other half of the retention within three months of the Certificate of Practical Completion.
   • Subject to clause 6.1 and 6.2 the Client will not be entitled to deduct from any interim payment due to the Contractor any sums by way of retention.
7. Variation and Amendments
   • If the Client wishes to vary any details of the Contract he must notify the Contractor in writing as soon as possible. Any such instructions shall be valued by the Contractor on the basis of the Contractor’s rates and prices plus reasonable direct and/or indirect loss and/or expense incurred by the Contractor and an estimate of the required adjustment to the Completion Date. The Contractor shall issue an invoice to the Client for any additional costs. The Contractor shall not be required to comply with a variation request until such time as the relevant time and price adjustment have been agreed.
8. Termination
   • The Contractor may terminate the agreement immediately if:
     • the Client is in breach of any of his obligations hereunder;
     • the Client has become Insolvent;
     • the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or make a proposal for or enters into any compromise arrangement with its creditors;
     • (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client, other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client;
     • (being an individual) the Client is the subject of a bankruptcy petition or order;
     • a creditor or encumbrancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
     • (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Client;
     • (being a company) a floating charge holder over the Client’s assets has become entitled to appoint or has appointed an administrative receiver;
     • a person becomes entitled to appoint a receiver over the Client’s assets or a receiver is appointed over the Client’s assets; or
     • any circumstances whatsoever beyond the reasonable control of the Contractor that arise and require for any reason the termination of the Contract.
   • In the event of termination under clause 8.1 the Client shall pay to the Contractor the value of the Contract Works executed, based upon the Contractor’s rates and prices, materials on the Site and the cost of removal of its plant, tools and equipment by the Contractor and shall allow the Contractor its direct loss and expense and loss of profit. Such payment shall be made in accordance with clause 5 hereof following the Contractor’s rendering of an invoice.
9. Assignment
   • The Contractor may assign, transfer, charge or sub-contract any or all of its rights and obligations under the Contract without the consent of the Client.
   • The Client shall not assign, transfer, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the prior written consent of the Contractor.
10. Liability and Indemnity
    • The Contractor’s liability under or in connection with the Contract shall be limited to an amount equivalent to one tenth of the Contract Price. This limit shall apply however that liability arises, including, without limitation, a liability arising by breach of contract, arising by tort (including, without limitation, the tort of negligence) or arising by breach of statutory duty. Provided that this clause shall not exclude or limit the Contractor’s liability for:
      • death or personal injury caused by the Contractor’s negligence; or
      • fraud or fraudulent misrepresentation.
    • Subject to clause 10.1 the Contractor shall not be liable to the client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
      • loss of profits;
      • loss of sales or business;
      • loss of agreements or contracts;
      • loss of anticipated savings;
      • loss of or damage to goodwill;
      • any indirect, special or consequential losses.
    • The Client shall indemnify the Contractor against all damages, costs, claims and expenses suffered by the Contractor arising from loss or damage to any equipment (including that of third parties) caused by the Client, or his agents or employees.
    • The Contractor shall not be liable to the Client or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Contractor’s obligations if the delay or failure was due to any cause beyond the Contractor’s reasonable control.
11. Programme
    • The Contractor is to take possession of the Site on the Commencement Date and the Contract Works are to be completed to the point where the Client can assume occupation of the Site and the Contract Works by the Completion Date, as such date may be adjusted under the Contract. The Client shall be regarded as being able to assume occupation of the Site and the Contract Works following the issue by the Client of the Certificate of Practical Completion, which shall be issued when:
      • the Contract works are completed in accordance with the Contract, save for small items of work which do not affect the compliance of the Contract Works with the Statutory Requirements or affect the intended use of the Contract Works and the Site, as such items are agreed by the Client and set forth on a list of snagging items; and
      • applicable authorities have, if necessary, approved the Contract Works.
    • Practical Completion shall be regarded as having been achieved when the Certificate of Practical Completion is issued by the Client or the Client takes possession of the Site whichever is earlier.
12. Extension of Contract Period

If it becomes apparent that the Contract Works will not be completed by the Completion Date (or any later date fixed under this clause from time to time) for reasons beyond the control of the Contractor, including (without limitation) compliance with any instruction of the Client that is not due to the default of the Contractor, then the Contractor shall notify the Client in writing confirming that the Completion Date has been amended. The Client shall also make an allowance for the Contractor’s direct loss and expense occasioned by the extension of time and such sum shall be added to the Contract Price.

13. Dispute Resolution

If any dispute or difference concerning the Contract Works shall arise between the Client and the Contractor, such dispute or difference may be referred to adjudication to be conducted in accordance with the Scheme for Construction Contracts Regulations (England and Wales) 1998 (as amended). For the purposes of such adjudication the parties agree that the nominating body for appointment of the adjudicator shall be the President or Vice President of the Royal Institute of Chartered Surveyors.

14. Force Majeure

Neither the Client nor the Contractor shall be liable for any failure or delay in performing their obligations under these terms and conditions where such failure or delay results from any cause that are beyond the reasonable control of the parties. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action.

15. Waiver

No failure or delay by a party to exercise any right or remedy provided under these terms and conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16. Severance

If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these terms and conditions.

17. Copyright

The Contractor reserves all copyright and any other rights (if any) which may subsist in the products of, or in connection with, the provision of the Contract Works. The Contractor reserves the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright.

18. Notices
    • Any notice or other communication to be given or made under the Contract shall be in writing and shall be delivered by hand, post or email to the Contractor or the Employer at the address set out in the Order Form or at such other address or number as the relevant party may specify from time to time by notice in writing to the other.
    • Notices shall be deemed to have been received:
      • in the case of delivery by hand, when delivered;
      • in the case of pre-paid post, two days after the date of posting; and
      • in the case of email, upon receipt of a “read notice” from the recipient to the sender.

19. Law and Jurisdiction
    • The governing law of the Contract shall be the laws of England and Wales.
    • The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this letter or its subject matter or formation (including non-contractual disputes or claims).
20. Third Party Rights

Nothing in the Contract confers or purports to confer on any third party any benefit or any right to enforce any term of the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.