Application and entire agreement
1. These Terms and Conditions will apply to the purchase of the goods detailed in our quotation or invoice (Goods) by the
Buyer (you) from Iconic Slate Limited TA Galex a company registered in England and Wales under number 07594605
whose office is at 98 Broughton Lane, Wistaston, Cheshire, CW2 8JR (we or us or seller ).
2. These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or
from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement
between us and you.
3. These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods
between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by
trade, custom, practice or course of dealing.
Interpretation
4. A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.
5. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
6. Words imparting the singular number include the plural and vice- versa.
7. The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In
accepting the quotation, you acknowledge that you have not relied upon any statement promise or other representations
about the goods by us. Descriptions of the goods set out in our sales documentation are intended as a guide only.
8. We can make any changes to the specification of the Goods which are required to conform to any applicable safety or
other statutory or regulatory requirements.
Price
9. The Price ( Price ) of the goods is set out in our quotation current at the time of your order or such other price as we may
agree in writing.
10. If the cost of the Goods to us increases due to any factor beyond our control including but not limited to material costs,
labour costs, alteration of exchange rates or duties, or changes to the delivery rates, we can increase the price prior to
delivery.
11. Any increase in the price under the clause above will only take place after we have informed you about it, notifying
you prior to loading / shipping, at which point you have 3 working days to cancel the pending order, failure to cancel
the order will signify that the change in pricing has been accepted.
12. You may be entitled to additional discounts. Any and all discounts shall be at our discretion.
13. The Price is inclusive of fees for packaging and transportation / delivery.
14. The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent
authority.
Cancellation and Alteration
15. The details of the Goods as described in the clause above ( Goods) and set out in our sales documentation are subject to
alteration without notice and not a contractual offer to sell the Goods which is capable of acceptance.
16. The quotation ( including any non standard price negotiated in accordance with the clause on price ( above) is valid for
a period of 365 days of only from the date shown in it unless expressly withdrawn by us at an earlier time.
17. Either you or us can cancel the order for any reason prior to your acceptance or rejection of the quotation.
18. Upon delivery of the goods, you have 24 hours to inspect the goods, notify us in writing ( email shall be considered
written notification ) of any discrepancy between the invoiced and paid for items / goods and the items received, these
discrepancies can be relating to the quality, quantity, damages, colour or tonal variations, product dimensions etc,
failure to provide written communication of this during this period shall automatically be acceptance of the goods, the
only exception being of breakages found during the fitting process, in the case of the latter we shall provide
replacement goods to cover the breakages or damaged items.
Payment
19. We will invoice you for the agreed price either:
a. on or at any time after delivery of the Goods; or
b. where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods, at any time
after we have notified you that the Goods are ready for collection or we have tried to deliver them on an agreed day
where any redelivery costs are charged to us by the shipping company.
20. You must pay the agreed price within the agreed specified period (* usually 30 or 60 days from the end of the month
our invoice was issued to you).
21. In the event that you collect the Goods from the factory or port of entry into the UK, you must make the payment in full
( where credit terms apply, you must accept the Goods as having been received and in your procession ) once you have
taken the Goods, irrespective of whether your contracted haulier delivers the Goods on time or at all.
22. If you do not pay within the specified period set out above, we will suspend any further deliveries to you and without
limiting any of our other rights or remedies for statutory interest, charge you interest rate of 7.5% per annum above the
base rate of the Bank of England from time to time on the amount outstanding until you pay in full.
23. Time for payment will be the essence of the contract between us and you.
Terms are 30 days from month end. On occasion 10 additional days are allowed for payment past payment due date.
24. All payments must be made in British Pounds Sterling unless otherwise agreed in writing between us.
25. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding
except as required by law and neither party is entitled to assert any credit, set off or counter claim against each other in
order to justify withholding payment of any such amount in whole or in part.
Delivery
26. We will arrange for the delivery of the Goods to the address specified in the quotation, or your order or to another
location we agree in writing.
27. Ex-works or Free on truck at UK port of entree subject to agreement in writing by both parties.
28. Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be
accepted at any time between the hours of 08.00 am and 16.30 pm.
29. If you do not take delivery of the Goods we may at our discretion and without prejudice to any other rights:
a. Store or arrange to storage of the Goods and will charge you for all associated costs and expenses including, but not
limited to, transportation, storage and insurance: and / or
b. make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and or
c. after 10 business days, resells or otherwise dispose of part or all of the Goods and charge you for any shortfall below
the price of the Goods once all incurred costs have been taken into consideration.
30. If redelivery is not possible as set out above, you must collect the Goods from our premises or storage area and we will
be notified of this. We can charge you for all associated costs including, but not limited to storage and insurance.
31. Any dates quoted for delivery are approximate only, and the time of delivery in not of the essence. We will not be
liable for any delay in delivery of the Goods that is caused by circumstances beyond our control or your failure to
provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
32. We can deliver the Goods by instalments, which will be invoiced and paid separately. Each instalment is a separate
contract, Any delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.
Inspection
33. You must inspect the Goods on delivery or collection.
34. If you identify any damages or shortages or discrepancies in relation to the ordered and purchased items, you must
inform us in writing within 1 day of delivery, providing details and ideally photographs.
35. Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if
required, have carried out an inspection.
36. Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as
appropriate, repair, or replace, or refund the Goods or part of them.
37. We will be under no liability or further obligation in relation to the Goods if:
a. You fail to provide notice as set out above
b. You make any further use of such Goods before or after giving notice under the clause above relating to damages,
shortages or discrepancies and / or
c. The defect arises because you did not follow our oral or written instructions above the storage, commissioning,
installation, use and or maintenance of the Goods and / or
d. The defect arises from normal wear and tear of the Goods and or
e. The defect arises from misuse or alteration of the Goods, negligence, willful damage or any other act by you, your
employees or agents or any third parties.
f. If You or a third party under your authority make use of, deface or install the goods in any way.
38. You bear the risk and cost of returning the Goods.
39. Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 1 day after
delivery.
Risk and title
40. The risk in the Goods will pass to you on completion of delivery or in the case of you collecting from us.
41. Title of Goods will not pass to you until we have received payment in full ( in cash or cleared funds ) for: (a) the Goods
and / or (b) any other Goods or services that we have supplied to you in respect of which payment has become due.
42. Until title of the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee: and / or (b)
store the goods separately and not remove, deface or obscure ant identifying marks or packaging on or relating to the
Goods; and / or keep the Goods in satisfactory condition and keep them insured against all risks for their full price from
the date of delivery.
43. As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any
other right or remedy we may have, we can at any time ask you to deliver the Goods and, If you fail to do so promptly,
enter any of premises or of any third party where the Goods are stored in order to recover them
Termination
44. We can terminate the sale of Goods under the contract where:
a. you commit a material breach of your obligations under these Terms and Conditions;
b. you are or become or, in our reasonable opinion are about to become the subject of a bankruptcy order or take
advantage of any other statutory provision for the relief of insolvent debtors;
c. you enter into a voluntary arrangement under part 1 of the insolvency act 1986, or any other scheme or arrangement
is made with your creditors; or
d. you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a received,
manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of
thereof, any documents are filed with the court for the appointment of any administrator, notice of intention to appoint
an administrator is given by you or any of your directors or by qualifying floating charge holder ( as defined in para. 14
of schedule B1 of the insolvency act 1986), a resolution s passed or petition presented to any court for the winding up
of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your
insolvency or possible insolvency.
Limitation of liability
45. Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be
limited to this clause.
46. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms
implied by statute or common law ( save for those implied by section 12 of the Sale of Goods Act 1979) are excluded
to the fullest extent permitted by law.
47. If we do not deliver the Goods, our liability is limited to the clause below, to the costs and expenses incurred by you in
obtaining replacement Goods or similar description and quality in the cheapest market available less the price of the
Goods.
48. Our total liability will not in any circumstance exceed the total amount of the Price payable by you.
49. We will not be liable ( whether caused by our employees, agents or otherwise ) in connection with the Goods, for:
a. Any indirect, special or consequential loss, damage, costs or expenses; and /or
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business
interruption or, other third party claims; and / or
c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable
control. And / or
d. any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and / or
e. any loss relating to your choice of the Goods purchased from us and how they will meet your purpose or the use by
you of the Goods supplied.
50. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury
caused buy our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and
for fraud or fraudulent misrepresentation.
Communications
51. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice
( or a duly authorised officer of that party ).
52. Notices will be deemed to have been duly given :
a. when delivered, if delivered by courier or other messenger ( including registered mail ) during the normal business
hours of the recipient;
b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. on the 5th business day following mailing, if mailed by national ordinary mail; or
d. on the 10th business day following mailing, if mailed by airmail.
53. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax
number notified to the other party.
Data Protection
54. When providing the Goods to the Buyer, the Seller may gain access to and / or acquire the ability to transfer, store or
process personal data of the employees of the Buyer.
55. The parties parties agree that where such processing of personal data takes place, the Buyer shall be data controller and
the Seller shall ne data processors as defined in the General Data Protection Regulation ( GDPR) as may be amended.
Extended and / or re-enacted from time to time.
56. For the avoidance of doubt, Personal Data, Data Controller, Data Processor and Data Subject shall have the same
meaning as in the GDPR.
57. The Seller shall only Process Personal Data to the extent reasonably required to enable it to provide the Goods as
mentioned in these terms and conditions or as requested by and agreed with the Buyer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.
58. The Seller shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors
or advisors on a strict need to know basis and only under the same ( or more extensive ) conditions as set out in these
terms and conditions or to the extent required by the applicable legislation and / or regulations.
59. The Seller shall implement and maintain technical and organisational security measures as are required to protect
Personal Data Processed by the Seller on behalf of the Buyer. Further information about the Seller’s approach to Data
Protection are specified in its Data Protection Policy, which can be found on our external off line back up and our
online One Drive cloud service. For any enquiries or complaints regarding privacy, you can contact our director at the
following email address: Ben@galex.co.uk
Circumstances beyond the control of either party
60. Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results
from any cause that is beyond the reasonable control of that party. 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 or any other event that is beyond the control of the party in question.
No waiver
61. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent
breach of the same or any other provision.
Severance
62. If one or more of these Terms and Conditions is found to the unlawful, invalid or otherwise unenforceable, that / those
provisions shall be deemed severed from the remainder of these Terms and Conditions ( which will remain valid and
enforceable ).
Law and Jurisdiction
63. This agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising
under the Agreement ( including non-contractual disputes or claims ) shall be subject to the exclusive jurisdiction of the
English and Welsh courts.