1.1 In these conditions:
“BUYER” means the person whose order for the goods is accepted by the Seller
“GOODS” means the goods (including any instalment of the goods) specified on any order form filled in by or on behalf of the Buyer
“SELLER” means Surface Tiles Ltd (registered number: 4079192)
“CONDITIONS” means the standard terms and conditions set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
“CONTRACT” means the contract for the purchase and sale of the Goods.
“WRITING” includes telex, cable, facsimile transmission and comparable means of communication.
1.2 Any reference in the Conditions to any provision of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2.1 The Seller shall sell and the Buyer shall buy the Goods in accordance with the written orders which are accepted by the Seller subject to these conditions which shall govern the contract to the exclusion of any other terms and conditions.
2.2 No variation to these Conditions shall be binding unless in Writing between the authorised representatives of the Buyer and Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on and waives any claim for breach of any such representations, which are not so confirmed.
2.4 Any typographical clerical or other error or omission in any sales literature, quotation, acceptance of offer or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Sellers authorised representative. For the avoidance of doubt any written quotation prepared by the Seller shall not be deemed to be an order or an offer and shall not be capable of being accepted by the Buyer unless the quotation specifically indicates that it is an offer capable of being accepted.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the goods within a sufficient time to enable the Seller to perform the contract in accordance with its terms.
3.3 The quantity quality and description of any specification for the goods shall be those set out in the Sellers order confirmation.
3.4 If any order requires the Seller to place a special order with any one of its suppliers a deposit of 50% of the purchase price is payable on the Seller accepting the order and such sum will not be refundable under any circumstances including for the avoidance of doubt but not limited to cancellation by the Buyer in accordance with the condition 4.4.
3.5 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller Save as provided in condition 4.4 and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of Profit) costs (including the cost of all labour and materials used) damages charges and expenses incurred by the Seller as a result of cancellation. (A 20% restocking charge will be levied against non-special order goods returned within 28 days of purchase. There will be no refunds made against special orders or goods not returned within 28 days).

4.1 The price of the goods shall be the Seller’s quoted price in the order confirmation or if no price has been quoted or a quoted price is no longer valid the price listed in the Sellers price list. All prices quoted are valid for 90 days only or until earlier acceptance by the Buyer after which time they may be altered by the Seller without giving notice to the Buyer.
4.2 The Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of the goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller.
4.3 The Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of the goods to reflect any change in delivery dates, quantities or specifications for the goods which is requested by the Buyer or any delay caused by the instructions of the Buyer of failure of the Buyer to give the Seller adequate information or instructions.
4.4 Where such increase in price referred to in conditions 4.2 and 4.3 exceeds 10% of the original price by the Buyer may on serving written notice on the Seller within 7 days of the date of the Seller’s notice to the Buyer confirming the price increase, cancel the contract on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit) costs (including the cost of all labour and materials used) damages, charges and expenses incurred by the Seller as a result of cancellation.
4.5 Unless otherwise agreed in writing between the Seller and the Buyer where the Buyer under orders materials and requires further materials to complete a project the price of such materials if available will be based on the Seller’s current price list.
4.6 Unless otherwise agreed in writing between the Buyer and the Seller all prices are given by the Seller on an ex works Surface Tiles Ltd, West Molesey basis and where the Seller agrees to deliver the goods otherwise than at the Seller’s premises the Buyer shall be liable to pay the Seller’s charges for transport and packaging. Where goods are supplied in instalments the Buyer agrees to pay the Seller’s charges for transport and packaging for each delivery.

5.1 Subject to any special terms agreed in writing between the Buyer and the Seller shall be entitled to invoice the Buyer for the price of the goods on or at any time after delivery of the goods, unless goods are to be collected by the buyer or the Buyer wrongfully fails to take delivery of the goods in which event the Seller shall be entitled to invoice the Buyer the price at any time after the Seller has notified the Buyer that the goods are ready for collection or as the case may be the Seller has tendered delivery of the goods.
5.2 The Buyer shall pay the price of the goods immediately upon receipt of the Seller’s invoice and in advance of delivery. Where it is agreed in writing between the Seller and Buyer that credit facilities will be made available to the Buyer, the Buyer shall pay the price of the goods within 30 days of the date of the invoice. The Buyer is obliged to make payment notwithstanding that delivery may not have taken place and the property in the goods has not passed to the Buyer. The time of payment of the price shall be essence of the contract.
5.3 If the Buyer fails to make payment on the due date then without prejudice to any other right or remedy available to the Seller the Seller shall be entitled to:
5.3.1 cancel the contract or suspend any further deliveries to the Buyer
5.3.2 appropriate any payment made by the Buyer to such of the goods (or the goods supplied under any other contract between the Buyer and Seller may think fit) and
5.3.3 charge the Buyer interest on the amount unpaid at the rate of 2% per calendar month or part calendar month until payment in full is made.

6.1 Delivery of the goods shall be made by the Buyer collecting the goods at the Seller’s premises at any time after the Seller has notified the Buyer that the goods are ready for collection.
6.2 Any dates quoted for delivery of the goods are approximate only and the Seller shall not be liable for any delay in delivery of the goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing .
6.3 At the Buyer’s request the Seller may in writing agree to deliver the goods to some address other than the Seller’s London premises in which case the Seller shall arrange for transportation for the goods from the Seller’s premises to such other address as agreed between the Buyer and Seller. Unless otherwise agreed in writing the Seller shall charge the Buyer for each delivery in accordance with Condition 4.6. The Seller uses third party transportation for this purpose and accepts no liability whatsoever for any damage caused by third party failures.
6.4 Where the transportation is required to an address other than the Seller’s London warehouse delivery of the goods will be considered as having been effected when placed upon the delivery vehicle at the Seller’s premises.
6.5 Where the goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the contract as a whole as repudiated.
6.6 If the Seller fails to deliver the goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault and the Seller is accordingly liable to the Buyer the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the goods.
6.7 If the Buyer fails to take delivery of the goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then without prejudice to any other right or remedy available to the Seller, the Seller may, after a period of 30 days from the date the Seller notified the Buyer that the goods were ready for collection from the Seller’s London premises or as the case may be the date on which the Seller tendered delivery at an address other than the Sellers premises:
6.7.1 charge a warehousing charge of £1 per square metre per day until the goods are removed from the Seller’s premises; or
6.7.2 sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for any excess over the price under the contract or charge the Buyer for any shortfall below the price under the contract.

7.1 Risk of damage to or loss of the goods shall pass to the Buyer:
7.1.1 In case of goods to be delivered at the Seller’s premises at the time when the goods are available for collection at the Seller’s London warehouse, or
7.1.2 in the case of goods to be delivered otherwise than at the Seller’s premises, at the time the goods have been placed up on the delivery vehicle at the Seller’s premises or if the Buyer fails to take delivery of the goods the time when delivery is deemed to have taken place in accordance with Condition 6.4 7.2 Not withstanding delivery and the passing of risk in the goods or any provision of these conditions the property in the goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
7.3 Until such time as the property in the goods passes to the Buyer the Buyer shall hold the goods as the Seller’s fiduciary agent and bailee and shall keep the goods separate from those of the Buyer and the third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to use the goods in the ordinary course of its business but shall account to the Seller for the proceeds of sale or otherwise of the goods and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties.
7.4 Until such time as the property in the goods passes to the Buyer, the Seller shall be entitled at any time to require the buyer to deliver up the goods to the Seller and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party where the goods are stored and repossess the goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Seller but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

8.1 Except as expressly stated in these conditions all warranties and conditions whether express or implied by statute, trade usage custom or otherwise relating to the quality or fitness for any particular purpose are expressly excluded to the fullest extent permitted by law and the Buyer is strongly advised to seek independent advice before placing and order for the goods.
8.2 Subject to the terms set out in the whole of clause 8, the Seller warrants that it has title to the goods and that the goods comply with expected levels of tolerance within the ceramics industry as set out in the relevant European and British standards and no warranty is given in respect of any greater level of tolerance.
8.3 The Seller will not be liable for any calculations or estimates made by the Seller from plans or measurements prepared by the Seller or provided by the Buyer. It is the Buyer’s responsibility to determine the precise quantity of goods required.
8.4 The Seller shall not be liable in respect of any defect arising from fair wear and tear, wilful damage, negligence (other than by reasons of the Sellers fault), or failure to treat or fix any materials in accordance with the Seller’s installation instructions or where the goods have been used in areas or circumstances for which they are not recommended by the Seller or for which they are unsuitable.
8.5 The Seller shall not be liable in respect of variations of colour, shade, finish, tendency to staining (permanent or otherwise) veining or other naturally occurring imperfections in goods which comprise marble, slate, stone or granite.
8.6 The Seller shall not be liable in respect of variations in colour, shade, finish or size of the goods from any sample or illustration of the goods as the goods are by necessity fired in different batches which may result in such variations. With orders over 500 square metres consistency of shade and size cannot be guaranteed. Further due to the inherent characteristics of fired materials the normally expected tolerances within the ceramics industry as in the relevant European and British standards has to be accepted. All sizes quoted verbally or in writing are therefore approximate.
8.7 All goods must be examined by the Buyer upon delivery and the Seller must be notified in writing of any defect or cause for rejection of the goods prior to installation or within 48 hours of delivery if later. If the Buyer does not notify the Seller accordingly the Buyer shall not be entitled to reject the goods and the Seller shall have no liability for such defect or failure and the Buyer shall be bound to pay the price if the goods had been delivered in accordance with the contract.
8.8 The Seller offers no guarantee as to the quality of workmanship of any person or company whose name has been passed to the Buyer and is not liable for any loss howsoever caused as a result of the behaviour or workmanship of any such person or company.
8.9 Where any valid claim in respect of any of the goods is accepted by the Seller in accordance with these conditions the Seller shall be entitled to replace the goods (or part in question) free of charge or at the Seller’s sole discretion refund to the Buyer the price of the goods (or an proportionate part of the price) but the Seller shall have no further liability to the Buyer.
8.10 Except in respect of death or personal injury caused by the Seller’s negligence the Seller shall not be liable to the Buyer by reason of any representation or any implied warranty condition or other term or any duty at common law or under the express terms of the contract for any consequential loss or damage (whether for loss or profit or otherwise) costs expenses or other claims for consequential compensation whatsoever (and whether caused by negligence of the Seller its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their use by the Buyer except as expressly provided in these conditions.
8.11 The Seller shall be under no liability under any warranty guarantee or condition if the total price for the goods has not been paid by the due date of payment.

9.1 This clause applies if:
9.1.1 The Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction), or
9.1.2 An encumbrance takes possession or a receiver is appointed of any of the property or assets of the Buyer, or
9.1.3 The Buyer ceases or threatens to cease to carry on business, or
9.1.4 The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
9.2 If this clause applies then without prejudice to any other right or remedy available to the Seller the Seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Buyer and if the goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

10.1 No waiver by the Seller of any breach of the contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
10.2 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provisions in question shall not be affected thereby.
10.3 The Seller can offer no refund in respect of surplus materials.
10.4 All disputes arising out of this contract shall be subject to the jurisdiction of the courts of England and Wales.
10.5 The contract shall be governed by the laws of England.