TERMS OF TRADING

1. QUOTATIONS

Any quotation issued by Stone Cladding Systems is an invitation to place an order and does not constitute a legal offer. Quotations are only valid for 30 days from

the date of issue. The Order (which must be in writing) will be regarded as an offer and written acceptance of the same by Stone Cladding Systems Ltd will create a

binding contract. The conditions of acceptance will be these Terms of Trading to the exclusion of any other terms that the Customer seeks to impose or incorporate

or which are implied by trade, custom, practice or course of dealing unless specifically agreed in writing by Stone Cladding Systems, at the time of acceptance..

2. PRICES

(a) All prices are quoted without commitment and subject to alterations or withdrawal by Stone Cladding Systems without notice prior to acceptance of the order and

orders can only be accepted on condition that the prices charged are those ruling on the date of despatch.

(b) All prices included in quotations are calculated having regard to the price of raw materials, labour, haulage and all other overheads of Stone Cladding Systems

applicable at the date of such quotation and are subject to the goods remaining unsold at the date of despatch. In the event of any increase in such costs between

quotation and despatch Stone Cladding Systems shall be entitled to increase the quoted price.

(c) Where a quotation is given for a particular quantity of goods and a different quantity is ordered by the Customer or delivery instructions are varied after the date

of the order Stone Cladding Systems shall be at liberty to revise the quoted price.

(d) All prices are exclusive of Value Added Tax which shall be at the appropriate ruling rate at the date of the submission of the invoice. The Customer shall, on

receipt of a valid VAT invoice from Stone Cladding Systems, pay to Stone Cladding Systems such additional amounts in respect of VAT as are chargeable on the

supply of the goods.

3. TERMS OF PAYMENT

(a) Subject to the granting of credit facilities by Stone Cladding Systems, all accounts are payable on or before the last day of the calendar month next after the date

of delivery (herein called “the payment date”).

(b) Any payment overdue after the due date for payment shall carry interest at the rate of 5% over Lloyds Bank base lending rate for the time being in force with

interest accruing on a daily basis.

(c) The time of payment by the Customer is of the essence.

(d) Where a customer fails to make payment for any goods on the payment date Stone Cladding Systems at its option may:-

(i) Suspend delivery without liability under all or any contracts with the Customer whilst the Customer remains in arrears with payment; and/or

(ii) Give notice in writing that if any such sum shall remain unpaid for 21 days after the same fell due for payment all or any such contracts may be cancelled and if

such sums are not paid within the said period of 21 days, Stone Cladding Systems may by further notice forthwith determine all such contracts without liability and

claim damages for wrongful repudiation thereof by the Customer; and/or

(iii) Exercise a lien over all goods of the Customer in the possession of Stone Cladding Systems.

(e) The Customer shall pay all amounts due under the contract in full without any deduction or withholding except as required by law and the Customer shall not be

entitled to assert any credit, set-off or counterclaim against Stone Cladding Systems in order to justify withholding payment of any such amount in whole or in part.

(f) Without prejudice to any other rights or remedies available to Stone Cladding Systems in the event that the Customer has not made payment of any of its invoices

in accordance with clause 3(a) Stone Cladding Systems reserves the right to send any account in arrears to an outside agency to chase payment of the outstanding

invoice. Should these steps be taken the Customer shall become liable to pay further charges of up to 25% of the total debt and accordingly the Customer will be

expected to pay the original invoiced amount plus the additional charges.

(g) Each invoice delivered by Stone Cladding Systems to the Customer is a separate invoice and the Customer shall pay each invoice in full without any set-off,

counter-claim, deduction or withholding.

4. CANCELLATION

(a) Stone Cladding Systems shall not be obliged to accept cancellation, and if the Customer refuses to accept delivery he will remain liable to pay the full price of the

goods ordered, together with any additional costs involved.

(b) In the event that Stone Cladding Systems, at its absolute discretion, agrees in writing to accept cancellation the Customer shall pay Stone Cladding Systems’

costs in respect of handling, re-stocking and administration.

5. SPECIFICATIONS

(a) Goods supplied shall conform to the tolerances and accuracies published in the relevant codes of practices issued by the Stone Federation.

(b) Goods are supplied subject to stopping, filling and repair as is generally accepted in the trade.

(c) Any samples, drawings, descriptive matter or advertising issued by Stone Cladding Systems and any descriptions or illustrations contained in Stone Cladding

Systems’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the goods described in them. They shall not form

part of the contract or any other contract between Stone Cladding Systems and the Customer for the sale of goods.

6. SHORTAGES AND DEFECTS etc.

(a) Stone Cladding Systems will supply all goods under cover of a delivery note. All faults or shortages in the goods shall be noted on the advice note failing which

Stone Cladding Systems shall have no liability for subsequent claims. In the event of the goods being signed for “unexamined” Stone Cladding Systems will only

accept responsibility for claims relating to shortage or damaged goods when such shortages or damage is reported in writing to Stone Cladding Systems within a

period of three working days from the date of delivery of the goods. Following any such notification the goods referred to will be repaired or replaced or a credit

given by Stone Cladding Systems, at its option, as soon as is practicable.

(b) Where the Customer has bought the goods for further constructions, fixing or sale, Stone Cladding Systems will not be liable for any loss or damage suffered by

any person which (c) would not have been suffered had the goods been examined by the Customer prior to construction, fixing or sale by them as the case may be; or

(ii) arises because the Customer failed to follow Stone Cladding Systems’ oral or written instructions as to the goods or (if there are none), good trade practice.

7. DELIVERY

(a) Except as otherwise agreed in writing at the time of contract delivery of goods shall be the location set out in the purchase order or, at Stone Cladding Systems’

sole discretion, such location as near the site of delivery as a safe hard road permits and for unloading at ground level.

(b) If there is no representative of the Customer on site to receive delivery and sign the delivery note (and pay for the goods on a cash on delivery transaction) Stone

Cladding Systems may refuse to deliver and any abortive delivery and /or storage charges incurred by Stone Cladding Systems will be paid by the Customer and

Stone Cladding Systems may resell or otherwise dispose of part or all of the goods.

(c) Where the contract provides for delivery of the goods by instalments, each instalment shall be deemed to be the subject of a separate contract and non-delivery or

delay of delivery of any one instalment shall not affect the balance of the contract or entitle the customer to cancel the same.

(d) Delivery dates are given in good faith, are approximate only and time for delivery shall not be of the essence. Every effort will be made to ensure due

performance but Stone Cladding Systems shall not be liable for damages or consequential loss arising from delays caused by strikes, lockouts, breakdowns, fires or

any other circumstances beyond Stone Cladding Systems’ reasonable control. If the Customer’s instructions or lack of instructions cause delay in delivery Stone

Cladding Systems shall be entitled to an extension of the time originally agreed and to payment in respect of any additional costs incurred.

(e) Delivery of the quantity of materials ordered discharges Stone Cladding Systems’ responsibility. The Customer shall not be entitled to reject the goods if Stone

Cladding Systems delivers up to and including 5% more or less than the quantity of goods ordered but a pro rata adjustment shall be made to the invoice on receipt

of notice from the Customer that the wrong quantity of goods was delivered.

(f) The risk in the goods shall pass to the Customer on completion of delivery.

8. PASSING OF PROPERTY AND RESALE

(a) Until full payment has been received by Stone Cladding Systems for goods supplied to Customer under the contract or any other agreement between the

Customer and Stone Cladding Systems the property in the goods shall remain in Stone Cladding Systems.

(b) Until title to the goods has passed to the Customer, the Customer shall, subject to (c) and (d) below, hold the goods on a fiduciary basis as Stone Cladding

Systems’ bailee.

(c) Notwithstanding (b) above, the Customer may resell the goods in the ordinary course of the business provided always that the proceeds of resale shall belong to

Stone Cladding Systems, and the Customer shall account to Stone Cladding Systems for such proceeds on demand.

(c) Stone Cladding Systems may at any time at its option by notice in writing revoke the liberty of resale in (c) above.

(d) The Customer’s liberty to resell, granted pursuant to (c) above shall be automatically determined if a receiver is appointed over any of the Customer’s assets or

over the Customer’s undertaking, or a winding up order is made against the Customer, or the Customer goes into voluntary liquidation (otherwise than for the

purpose of reconstruction or amalgamation) or call a meeting of or make any arrangement or composition with creditors or commit any act of bankruptcy.

(e) Upon determination of the Customer’s liberty to resell under (c) or (d) above the Customer shall place the goods at Stone Cladding Systems disposal and Stone

Cladding Systems shall be entitled to enter the Customer’s premises for the purpose of recovering and removing the goods.

9. EXCLUSION or LIMITATION of LIABILITY in CONSUMER SALES

(a) Where the Customer is a consumer and any transaction between the Customer and Stone Cladding Systems is or will be a consumer transaction any statement or

term contained in the Contract Terms which would be void by virtue of section 6 or 20 of the Unfair Contract Terms Act 1977 (or by any statutory amendment or re-

enactment) shall be excluded from the Contract Terms and nothing in these conditions shall affect or be construed as affecting the statutory rights of a consumer.

(b) Notwithstanding any other term of this contract, Stone Cladding Systems’ total liability to the Customer in respect of all losses arising under or in connection

with the contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed the price of the goods.10. VARIATIONS

If the final details of construction or the circumstances under which the work is to be carried out differ from the information given and upon which any tender or

quotation is based or from any schedule or bill of quantities which Stone Cladding Systems may have prepared at the time of its tender or quotation Stone Cladding

Systems reserves the right to amend both its quoted prices and its quoted programme. Extra work on variations to details given up to the time of tender or quotation

required to be carried out by Stone Cladding Systems will be paid for at a price to be agreed in writing before the commencement of the work.

11. DETAILS AND PROGRAMME

(a) For fully finished work adequate working details elevations and other relevant particulars shall be supplied to Stone Cladding Systems promptly so that

stonework drawings can be prepared by it and submitted for approval. Early approval of drawings produced by Stone Cladding Systems is essential to enable

stonework to be prepared in reasonable time. A site programme is to be prepared and agreed between the parties and the order of work to be established as a

condition precedent to the commencement of production. In the event that any delay to or variation to the agreed programme is subsequently caused or required by

the Customer which results in loss or additional costs incurred by Stone Cladding Systems, the amount of such loss or cost shall be paid by the Customer.

(b) Slabs supplied rough edges sawn two sides will be in sizes to suit manufacturing convenience having regard to available blocks in Stone Cladding Systems work

at the time of preparing the order.

(c) Stone Cladding Systems shall retain the property and copyright in all documents supplied to the Customer in connection with the Contract and it shall be a

condition of such supply that the contents of such documents shall not be communicated either directly or indirectly to any other person, firm or company without

the prior written consent of Stone Cladding Systems.

12. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation

made or given by or on behalf of Stone Cladding Systems which is not set out in the Contract.

13. DEFINITIONS

In these Terms of Trading the following definitions apply:

Contract: the contract between Stone Cladding Systems and the Customer for the sale and purchase of goods in accordance with these Terms of Trading.

Customer: the person or firm who purchases goods from Stone Cladding Systems.

Order: the Customer’s order for the goods as set out in the Customer’s purchase order form or the Customer’s written acceptance of Stone Cladding Systems ‘

quotation.

Stone Cladding Systems: means Stone Cladding Systems Limited, a company incorporated in England and Wales with company number 10217807.