TERMS AND CONDITIONS OF SALE OF STUNCROFT LIMITED

  • Definitions and Interpretation
    • Definitions:
Business Day a day other than Saturday, Sunday or public holiday in England, when banks in London are open for business.
Conditions the terms and conditions set out in this document as amended from time to time in accordance with clause 13.4.
Contract the contract between Stuncroft and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Contract Goods the goods supplied by Stuncroft to corporate entities as more particularly described in a Specification.
Customer the person or firm who purchases the Goods from Stuncroft.
Delivery Location has the meaning given in clause 4.2.
Deposit the deposit to secure the Order, as set out in the Order, if applicable.
Force Majeure Event an event, circumstance or cause beyond a party’s reasonable control which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, extremes of weather, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, pandemics, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors or difficulty or increased expense in obtaining workmen, materials or transport or other circumstances affecting the supply of the Goods or of raw materials by Stuncroft’s normal source of supply or the manufacture of the Goods by Stuncroft’s normal means or the delivery of the Goods by Stuncroft’s normal route or means of delivery.
Goods the Contract Goods, the Made to Measure Goods and/or the Uniform Goods (or any part of them) as set out in the Order.
Insolvency Event the Customer: (a) enters liquidation or a winding up petition is presented against the Customer; (b) has a receiver, liquidator, administrator, trustee or an individual with a similar role appointed over any of its assets; (c) proposes to make any arrangements with its creditors or passes a resolution to place the Customer into liquidation; or (d) suffers an event which, under the law of a different country, is equivalent to any of the previously specified acts or events.
Intellectual Property Rights patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get‑up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know‑how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Made to Measure Goods the goods supplied by Stuncroft which have been made to measure on bespoke instructions of the Customer, as set out in the Order.
Order the Customer’s order for the Goods, as set out in the Customer’s purchase order form.
Specification the specification for the Contract Goods, including any relating drawings or descriptions, that is agreed in writing between the Customer and Stuncroft.
Stuncroft Stuncroft Limited a company registered in England and Wales with company number 04922840.
Uniform Goods the goods supplied by Stuncroft which are “off-the-shelf” and are more particularly described in Stuncroft’s catalogue, as updated or amended from time to time.

 

  • A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
  • Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  • A reference to writing or written includes email but not fax.
  • Basis of Contract
    • These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
    • The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
    • The Order shall only be deemed to be accepted when Stuncroft issues a written acceptance of the Order, at which point the Contract shall come into existence.
    • The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
    • Any drawings, descriptive matter or advertising produced by Stuncroft and any descriptions or illustrations contained in Stuncroft’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
    • Any quotation for the Goods given by Stuncroft shall not constitute an offer. If a quotation is given, it shall only be valid for a period of 20 Business Days from its date of issue, or such other period as Stuncroft may specify.
  • Goods
    • The Contract Goods are described in the Specification, the Made to Measure Goods are described in the Order and the Uniform Goods are described in Stuncroft’s catalogue from time to time.
    • Stuncroft reserves the right to amend the description and/or specification of the Goods if required by any applicable statutory or regulatory requirement, and Stuncroft shall notify the Customer in any such event.
  • Delivery
    • Stuncroft shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, any relevant Customer and Stuncroft reference numbers, the type and quantity of the Goods, special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
    • Stuncroft shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (the “Delivery Location”) at any time after Stuncroft notifies the Customer that the Goods are ready.
    • Delivery is completed on the completion of the Goods’ arrival at the Delivery Location.
    • Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Stuncroft shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide Stuncroft with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    • If Stuncroft fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
    • If the Customer fails to accept delivery of the Goods within 3 Business Days of Stuncroft notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Stuncroft’s failure to comply with its obligations under the Contract in respect of the Goods:
      • delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Stuncroft notified the Customer that the Goods were ready; and
      • Stuncroft shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).
    • Subject to clause 8, if 10 Business Days after the day on which Stuncroft notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, Stuncroft may resell (in the case of the Uniform Goods) or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.
    • Notwithstanding clause 7, Stuncroft shall be entitled to invoice the Customer for all costs (including labour and packaging costs) it has incurred up until the date of cancellation by reason of the Contract Goods or the Made to Measure Goods being manufactured in accordance with a Specification or bespoke instructions (or, if the Contract Goods or Made to Measure Goods are complete, for the full price of the Contract Goods or Made to Measure Goods).
    • Stuncroft may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
  • Quality
    • Stuncroft warrants that on delivery the Goods shall:
      • conform in all material respects with their description and, in the case of Contract Goods or Made to Measure Goods, any applicable Specification or other bespoke instructions; and
      • be free from material defects in design, material and workmanship.
    • Subject to clause 3, if:
      • the Customer gives notice in writing to Stuncroft:
        • in the case of the Made to Measure Goods and the Uniform Goods, within 7 days of delivery; or
        • in the case of the Contract Goods, within 7 days of discovery of a latent defect that could not reasonably have been identified on delivery,

that some or all of the Goods do not comply with the relevant warranty set out in clause 5.1;

  • Stuncroft is given a reasonable opportunity of examining such Goods; and
  • the Customer (if asked to do so by Stuncroft) returns such Goods to Stuncroft’s place of business at the Customer’s cost,

Stuncroft shall, at its option, repair or replace the defective Goods.

  • Stuncroft shall not be liable for the Goods’ failure to comply with the relevant warranty set out in clause 5.1 if:
    • the Customer makes any further use of such Goods after giving notice in accordance with clause 1;
    • the defect arises because the Customer failed to follow Stuncroft’s oral or written instructions as to the storage, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
    • the Customer alters or repairs such Goods without the written consent of Stuncroft beyond those necessary in the ordinary course of business where the Customer exercises its right to resell the Goods pursuant to clause 6.4;
    • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
    • the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
  • Except as provided in this clause 5, Stuncroft shall have no liability to the Customer in respect of the Goods’ failure to comply with the relevant warranty set out in clause 5.1.
  • The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
  • These Conditions shall apply to any repaired or replacement Goods supplied by Stuncroft.
  • Title and Risk
    • The risk in the Goods shall pass to the Customer on completion of delivery.
    • Title to the Goods shall not pass to the Customer until Stuncroft receives payment in full (in cash or cleared funds) for any goods sold and delivered to the Customer under any contract.
    • Until title to the Goods has passed to the Customer, the Customer shall:
      • store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Stuncroft’s property;
      • not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      • maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
      • notify Stuncroft immediately if it becomes subject to any of the events listed in clause 11.1.2 to clause 11.1.4; and
      • give Stuncroft such information as Stuncroft may reasonably require from time to time relating to:
        • the Goods; and
        • the ongoing financial position of the Customer.
      • Subject to clause 5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Stuncroft receives payment for the Goods. However, if the Customer resells the Goods before that time:
        • it does so as principal and not as Stuncroft’s agent; and
        • title to the Goods shall pass from Stuncroft to the Customer immediately before the time at which resale by the Customer occurs.
      • At any time before title to the Goods passes to the Customer, Stuncroft may:
        • by notice in writing, terminate the Customer’s right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and
        • require the Customer to deliver up all Goods in its possession that have not been resold and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
      • Deposit
        • Where the Customer is required to pay a Deposit, the terms of this clause 7
        • The Deposit is non-refundable. Stuncroft shall invoice the Customer for the Deposit once the Order has been placed by the Customer and accepted by Stuncroft. The Customer shall pay the Deposit on the date Stuncroft accepts the Customer’s Order pursuant to clause 3(the “Deposit Due Date”).
        • If the Customer fails to pay the Deposit by the Deposit Due Date, Stuncroft may cancel the Contract by notice in writing to the Customer.
        • Payment shall be made to the bank account nominated in writing by Stuncroft from time to time.
      • Price and Payment
        • The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in Stuncroft’s published price list in force as at the date of the Order.
        • Stuncroft may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
          • any factor beyond Stuncroft’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
          • any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
          • any delay caused by any instructions of the Customer or failure of the Customer to give Stuncroft adequate or accurate information or instructions.
        • The price of the Goods:
          • excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Stuncroft at the prevailing rate, subject to the receipt of a valid VAT invoice; and
          • includes the costs and charges of packaging and transport of the Goods.
        • Stuncroft may invoice the Customer for the Goods (taking into account any Deposit previously paid to Stuncroft) on or at any time after the completion of delivery.
        • The Customer shall pay each invoice submitted by Stuncroft:
          • within 30 days of the date of the invoice or in accordance with any credit terms agreed by Stuncroft and confirmed in writing to the Customer; and
          • in full and in cleared funds to a bank account nominated in writing by Stuncroft from time to time, and

time for payment shall be of the essence of the Contract.

  • If the Customer fails to make a payment due to Stuncroft under the Contract by the due date, then, without limiting Stuncroft’s remedies under clause 11, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
  • All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  • Intellectual Property Rights
    • All Intellectual Property Rights in the Goods belong and shall belong to Stuncroft or its third party licensors (as the case may be).
    • The Customer acknowledges that Stuncroft may place its branding and logos on the Uniform Goods.
    • No right or licence is granted to the Customer in respect of the Intellectual Property Rights of Stuncroft, except the right to use, or re‑sell the Goods in the Customer’s ordinary course of business.
  • Limitation of Liability
    • The restrictions on liability in this clause 10 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    • Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
      • death or personal injury caused by negligence;
      • fraud or fraudulent misrepresentation;
      • breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
      • defective products under the Consumer Protection Act 1987.
    • Subject to clause 2, Stuncroft’s total liability to the Customer shall not exceed the price paid for the relevant Goods in the Order under which the liability has arisen.
    • Subject to clause 10.2, the following types of loss are wholly excluded:
      • loss of profits;
      • loss of sales or business;
      • economic loss;
      • loss of anticipated savings;
      • loss of reputation;
      • loss of or damage to goodwill; and
      • indirect or consequential loss.
    • This clause 10 shall survive termination of the Contract.
  • Termination
    • Without limiting its other rights or remedies, Stuncroft may terminate this Contract with immediate effect by giving written notice to the Customer if:
      • the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
      • the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy;
      • the Customer is unable to pay its debts, ceases to trade or suffers an Insolvency Event; or
      • the Customer fails to pay any amount due under the Contract on the due date for payment.
    • Without limiting its other rights or remedies, Stuncroft may suspend provision of the Goods under the Contract or any other contract between the Customer and Stuncroft if the Customer becomes subject to any of the events listed in clause 11.1.2 to clause 11.1.3, or Stuncroft reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
    • On termination of the Contract for any reason the Customer shall immediately pay to Stuncroft all of Stuncroft’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Stuncroft shall submit an invoice, which shall be payable by the Customer immediately on receipt. In respect of any Contract Goods or Made to Measure Goods work in progress, Stuncroft may submit an invoice for all costs (including labour, materials and packaging materials) it has incurred up to the date of termination by reason of the Contract Goods or Made to Measure Goods being manufactured in accordance with a Specification or bespoke instructions.
    • Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
  • Force Majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event (other than in relation to an obligation to pay). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 90 days or more, the party not affected may terminate the Contract by giving seven days’ written notice to the affected party.

  • General
    • Assignment and other dealings. The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without Stuncroft’s prior written consent.
    • Confidentiality.
      • Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 2.2.
      • Each party may disclose the other party’s confidential information:
        • to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 2; and
        • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      • Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
    • Entire Agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
    • No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    • No failure or delay by a party to exercise any right or remedy provided under the Contract 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.
    • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
    • Any notice given to a party under or in connection with the Contract shall be in writing and shall be: (a) delivered by hand or pre-paid first-class post or other next working day service at its registered office (if a company) or its principal place or business (in any other case); or (b) to the email address notified by each party in writing, or such other addresses as the parties may agree from time to time. Any notice shall be deemed to have been received: (i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and (iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a Business Day. This clause does not apply to the service of any proceedings or other documents in any legal action.
    • Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
    • Governing law and jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with English The parties hereby agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.