Trade Terms & Conditions

1. Introduction

1.1 "London Stone" or "we/our/us" (Or any other trading names such as Chelmer Valley Brick Co/Chelmer Valley), means Habitus Materials Group LIMITED, a company registered in England (Company Number 5663226) and with its registered office at The Berkshire Garden Centre, Sutton Lane, Langley, Berkshire, SL3 8AH. London Stone, Chelmer Valley and Chelmer Valley Brick Co are trading names of Habitus Materials Group LIMITED and trade under the same terms and conditions as detailed herein. 1.2 These terms and conditions constitute the entire terms and conditions upon which the Customer agrees to contract for the purchase of Products. 1.3 This Agreement supersedes any written or oral representations, statements, understandings or agreements, except where specifically varied by written agreement by London Stone. 1.4 By placing an order for the Products, you, the Customer, confirm your acceptance of the terms of the Agreement. 1.5 In the event of any conflict between the Agreement and any other document, the Agreement shall prevail. Definitions In this Agreement:- "Agreement" means these terms and conditions together with the Order Confirmation. "the Customer" and "You / Your" means the company, firm, person, persons, corporation or public authority identified in the Order Confirmation as contracting for the Service and includes their successors or personal representatives. "Order" means the Customers instruction to London Stone to proceed with the supply of the Products. "the Order Confirmation" means the email or letter sent to the Customer by London Stone which sets out details of the Service to be provided, price, completion date (if any) and such other specific contractual terms as may be appropriate. "Product or Products" means any items sold by London Stone as more fully described in the Order Confirmation. "Charges" means the prices for the products/Service set out in the Order Confirmation. "Wastage" means the natural wastage due to the nature of cutting, treating and transporting some of the products provided. We recommend that Customers order an additional 10% to cover wastage of some of our products, details of which will be provided in the buying guide. "Product Guide" means the guide detailing the process of ordering products from London Stone. "Working Day" means within the hours of 9.00am to 5.30pm, Monday to Friday only, not including bank holidays; "Writing" includes any written paper document, any fax and any email correspondence.

2. Service provision

2.1 London Stone will provide an Order Confirmation for all orders accepted but reserves the right to accept or reject any order. 2.2 London Stone will use all reasonable endeavours to provide the Products as described in the Order Confirmation. 2.3 Where an Order is placed orally or in the event of any dispute as to the Order, the Order Confirmation shall be deemed as the authoritative Order. 2.4 Please note with regard to any telephone calls between us, we record all telephone conversations to assist with training and to ensure the best service is being provided. 2.5 We reserve the right to use 3rd party haulage companies to deliver Products as described in the Order Confirmation.

3. Customer Obligations

3.1 The Customer shall pay the Charges for the Products in accordance with clauses 5 and 6 below. 3.2 The Customer is responsible for notifying London Stone as soon as reasonably possible (within 48 hours) in the event of any problem with the Products, together with such information as London Stone may request. 3.3 The Customer is responsible for providing a satisfactory level of cooperation and for providing all necessary information and access to enable London Stone to deliver a quality service including; 3.3.1 provision to London Stone promptly of all information and documentation reasonably required by London Stone. 3.3.2 correct measurements, Product details, quantity and all relevant details. 3.3.3 provision of suitable access and facilities. 3.4 The Customer is responsible for informing London Stone as to the nature of the road surface at the delivery address. Some surfaces (such as gravel or loose, uneven or sloping ground) is not suitable for a pallet truck. If the point of delivery is unsuitable for delivery by pallet truck and we are unable to make the delivery due to this, the Customer may be liable for additional delivery charges. 3.5 The Customer must read and adhere to the details listed in the Product Guide provided by London Stone. 3.6 The Customer is recommended to cater for Wastage when placing an order. Due to the natural characteristics, production and transportation methods involving some of the products supplied up to 10% of your order may not be useable due to any of the following; chips, blemishes, surface variations, breakages, discolouration. We strongly advise ordering a minimum of 10% additional material to cover the natural markings and variation in the products supplied. Additional material may also be required to cover positioning and any wastage caused by cuts and the installation process. London Stone will not replace or credit any material classed as wastage below 5% of the order quantity. 3.7 Without prejudice to its rights in terms of Clause 9 hereof, London Stone is entitled to suspend or terminate the Agreement if the Customer fails to comply with any of its obligations under this clause

4. Cancellation Policy

4.1 To cancel your Order, please contact London Stone, at The Berkshire Garden Centre, Sutton Lane, Langley, Berkshire, SL3 8AH or emailing [email protected], giving details of the items ordered, within 7 days of receipt of the Products. 4.2 In the event of cancellation of Orders, London Stone must be informed within seven days from Customers receiving the products. The Customer will not be liable to pay if the Customer cancels within 7 days based on a standard lead time. 4.3 Other than what is set out in 4.1 above no cancellation is offered by London Stone. 4.4 Products returned to us remain at your risk until received by us 4.5 If you have ordered Products made to your specification (bespoke work), no cancellation will be possible and no refunds will be made. 4.6 If you cancel your Order under Condition 4.1 we will refund all monies paid by you. Delivery charges will be refunded unless the Products have already been loaded or dispatched. We will refund any monies to you within a maximum of 30 days of receiving your cancellation notice. Where Products have already been loaded a maximum of 30 days of receiving your cancellation notice. Where Products have already been loaded or dispatched, cancelled orders will be subject to a 20% re-stocking surcharge. 4.7 The Customer is also subject to additional delivery costs if the delivery date is amended after the Products have been loaded or dispatched. 4.8 Where you fail to return the Products to us, we shall be entitled to charge you for the reasonable costs of collecting the Products from you. We reserve the right to deduct such costs from any refund due to you.

5. Returns

5.1 Notification of damage, loss of goods in transit or of non-delivery must be given in writing to London Stone and the carrier within three clear days of delivery (or, in the case of non-delivery, within 28 days of notification of despatch of the goods/the agreed delivery date) and any claim in respect thereof must be made in writing to London Stone and the carrier within seven clear days of delivery (or in the case of non-delivery, within 42 days of notification of despatch/agreed delivery date). All other claims must be made in writing to London Stone within 28 days of delivery. London Stone shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the Customer proves 5.1.1 it was not possible to comply with the requirements and 5.1.2 advice (where required) was given and the claim made as soon as possible.

6. Delivery

6.1 Completed Orders will be sent to the delivery address that you have given on your order form. We cannot be held responsible if that delivery address is incorrect or incomplete. Please note that we do not deliver to PO boxes. 6.2 London Stone shall bear all risk in respect of consignments until delivered to the Customer. Once an Order has been received by you, all risk of damage to, or loss of, the Products shall pass to you. 6.3 We shall be entitled to (a) deliver a completed Order in instalments and each instalment shall be deemed to constitute a separate contract and (b) supply only part of an order. 6.4 Delivery dates are approximate only and not an essential term of the Agreement. London Stone shall have no liability in respect of delay in delivery to the Customer. 6.5 We only deliver to the kerbside. However in the event that the Customer requires us to deliver on their private property. This will be at the discretion of the driver/management and may be refused and will be subject to the Customer indemnifying London Stone against all damages. 6.6 Should London Stone not receive delivery instructions or b) be unable through no fault of London Stone to effect delivery within 30 days after notification to the Customer that items are ready for despatch, the Customer shall take delivery or arrange for storage. Should the Customer fail to take delivery or arrange for storage, we shall be entitled to arrange storage either at our own works or elsewhere on your behalf and all charges for storage, for insurance or for demurrage shall be payable by you. 6.7 If delivery of special orders are delayed through no fault of London Stone, the customer will be invoiced in full 30 days after the agreed delivery date, regardless of delivery having been made or not. 6.8 Storage and transport cost fees will also be charged for all special order deliveries where the delay is in excess of 30 days from agreed delivery date.

7. Indemnification

7.1 The Customer shall indemnify London Stone and keep London Stone indemnified against any liability to any third party arising out of or connected with the Customer's use of the Products. 7.2 The Customer hereby indemnifies and holds harmless London Stone against all claims, demands, losses, damages, costs or expenses howsoever arising incurred by London Stone in connection with the Agreement as a result of a breach by the Customer of any provision of this Agreement, law or regulation.

8. Charges

8.1 Charges shall be based upon the Customer paying the Contract price as specified in the Order Confirmation. 8.2 For cash sales all Payment must be received prior to delivery. 8.3 Charges are based upon the Customer paying for the Products in advance including a 2% fee for when using a commercial credit card. 8.4 This contract is divisible. Each individual delivery made shall be deemed to arise from a separate contract and shall be invoiced separately; any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein, without reference to and notwithstanding any defect of default in delivery of any other instalment.

9. Payment

9.1 Subject to any special terms (Customers with Credit Accounts) which we may agree with you in the Order Confirmation or otherwise in writing the Customer is expected to make full payment in advance. Please note the Order will only be processed when the payment has cleared. 9.2 Time of payment shall be of the essence of the Agreement. You shall not be entitled to set off or withhold any payment for any reason whatsoever. 9.3 If you fail to make payment within the period specified in clause 8.1 then, without prejudice to any other right or remedy available to us, we shall be entitled to:- 9.3.1 Suspend any further service provision to you and/or suspend performance of the Services; and/or 9.3.2 cancel the Agreement; and/or 9.3.3 charge you interest on the amount unpaid, at the rate of 4 per cent per annum above the HSBC plc base rate from time to time, until payment is made. 9.4 The Customer shall not be entitled by reason of any set-off, counter-claim, abatement, or other deduction to withhold payment of any amount due to London Stone. All payments made are non-refundable. 9.5 If the Customer's cheque is returned by the bank as unpaid for any reason, London Stone reserves the right to levy a "returned cheque" charge. 9.6 London Stone may pass on overdue invoices to professional debt collectors. 9.7 All Products supplied shall remain the property of London Stone until payment is made in full or all sums due under all contracts and/or agreements between London Stone and the Customer. 9.8 All quotations issued by email or through the website will be valid for 30 days from the date the issued.

10. Amendments to Contract

10.1 Should the Customer require a change to any aspect of an Order or in or any other aspect of this Agreement, such change shall be requested in writing. London Stone shall advise the Customer of the effects including any increase in the Charges which may result and the Agreement shall be modified to reflect such changes.

11. Product Characteristics

11.1 The nature of our products means that the look, colour, tone and texture may vary resulting in the actual product differing in shape, size and appearance from the samples provided the photographs in our brochure or website. 11.2 It is strongly recommended that Customers request physical samples from any range before placing orders. 11.3 The Customer is responsible for ensuring that the goods are suitable for their intended purpose and no warranty condition or representation is given by the London Stone as to the fitness of the goods for any particular purpose unless otherwise expressly agreed. 11.4 The goods are sold on the express understanding that they are subject to formation characteristics, variation in colour, texture and markings and are all part of the makeup and appeal of our products.

12. Disclaimer and Limitation of Liability

12.1 Except as expressly provided in this Agreement, no warranty, condition, undertaking or term, expressed or implied, statutory or otherwise, as to the condition, quality, performance, durability or fitness for purpose of the Products is given or assumed by us and all such warranties, conditions, undertakings and terms are hereby excluded insofar as permitted by law. 12.2 We shall not in any case be liable to you or to any other party for direct, special, incidental, consequential indirect or similar loss or damages (including all manner of costs, fees and expenses) arising from breach of warranty, breach of contract, negligence or any other cause. 12.3 If any exclusion, disclaimer or other provision contained in this Agreement is held to be invalid for any reason by a court of competent jurisdiction and London Stone Ltd becomes liable thereby for loss or damage that may lawfully be limited, such liability whether in contract, tort (including negligence but specifically excluding personal injury or death resulting from London Stone Limited's negligence) or otherwise, will not exceed the value of the Order. 12.4 London Stone shall have no liability for delay or for any effect upon the quality of the Service caused by external activities, third party failures or problems suffered as a result of the Customer's internal communication or the lack of accessibility or cooperation of the Customer.

13. Confidentiality

13.1 Each party will keep confidential any Confidential Information disclosed to it by the other. Neither party will disclose any Confidential Information to any third party, save to its agents, subcontractors, advisers or to an employee who needs to have access to such Confidential Information in connection with the performance of any obligations under the Customer Agreement, PROVIDED THAT the disclosing party will be responsible for ensuring that any person to whom it makes any such disclosure complies with this Clause. 13.2 This Clause 13 shall survive termination of this Agreement.

14. Cancellation by us

14.1 London Stone may without prejudice to its other rights be immediately entitled to suspend or cancel each or any of its contracts with the Customer upon the occurrence of any of the following: 14.1.1 The Customer shall fail to make payment of any sum owing on the due date or commits any act of bankruptcy or makes any arrangements with its creditors or if any execution or distress is levied upon the goods of the Customer; or 14.1.2 Being a body corporate shall have a receiver or administrative receiver appointed or if any petition be presented for an administration order or if any petition be presented or resolution passed for the winding up of the same (otherwise than for the purpose of a bona fide amalgamation or reconstruction) or Compounds with its creditors or becomes insolvent or any step is taken to proceed to such winding up or receivership or if any court order is made upon or against any of the Customer's property or anything similar or analogous to the foregoing occurs in any jurisdiction other than England; or 14.1.3 The Customer makes default in respect of any of its obligations under any of its contracts with London Stone. Any occurrence of the above events shall render all amounts owing in respect of goods sold by London Stone to the Customer to become immediately due and payable. 14.2 We reserve the right to cancel the contract between us if: 14.2.1 we have insufficient stock to deliver the Products you have ordered; 14.2.2 we do not deliver to your area; or 14.2.3 one or more of the Products you ordered was listed at an incorrect price due to a typographical error or an error or change in the pricing information. 14.3 If we do cancel your Order we will notify you by e-mail or by letter and will re-credit to your account any sum deducted by us from your credit card as soon as possible but in any event within 30 days of your Order. 14.4 In the event of cancellation, London Stone reserves the right to retrieve all property belonging to London Stone. 14.5 Ethical clause - London Stone will not tolerate duplicity, deceit or pretence regards the parties using the Service, or in any way abusing the Service, reserving the right to terminate services as a result of such behaviour. 14.6 London Stone has the right to terminate services if the Customer consistently damages or intentionally or unintentionally damages Products over a sustained period.

15. Force Majeure

15.1 London Stone shall not be liable to you or be deemed to be in breach of the Agreement by reason of delay in performing, or any failure to perform, any of our obligations in relation to the Services, if the delay or failure was beyond our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond our reasonable control: 51.1.1 act of god, explosion, flood, tempest, fire or accident; weather. 15.1.2 war or threat of war, sabotage, pandemic flu or virus, insurrection, civil disturbance or requisition; 15.1.3 acts, restrictions, regulations, bye-laws, prohibitions or measures or any kind on the part of any governmental, parliamentary or local authority; 15.1.4 import or export regulations or embargoes; 15.1.5 strikes, lock-outs or other industrial actions, power cuts or trade disputes (whether involving our employees or of a third party); or 15.1.6 technical problems, external circumstances preventing suppliers delivering against deadlines or preventing delivery of 3rd party against agreed commitments.

16. Intellectual Property rights and ownership

16.1 Unless otherwise agreed in writing, any intellectual property rights arising out of this Agreement shall vest in London Stone. The Customer is granted a non-exclusive, non-transferable, royalty-free licence to use that intellectual property for the purposes envisaged by the Agreement.

17. Disputes

17.1 Should any dispute arise in connection with this Agreement, the parties shall attempt to settle same by negotiation however should the dispute not be resolved within 30 days of the first intimation of the dispute then parties shall attempt to settle it by Mediation, prior to court litigation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.

18. Assignment

18.1 Neither party shall assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.

19. Notices

19.1 Any notice, demand or other communication given or made under or in connection with the matters contemplated by this Agreement shall be deemed to have been duly given and received; 19.1.1 if personally delivered, upon delivery at the address of the relevant party; 19.1.2 if sent by first class post, two business days after the date of posting; 19.1.3 if by email, when sent; 19.2 provided that if, in accordance with the above provision, any notice, demand or other communication would otherwise be deemed to be given or made after 17:00 hours, it shall be deemed to be given or made at the start of the next business day. 19.3 Any notice personally delivered or sent by first class post shall be delivered to the address of the relevant party set out in the Order Confirmation for the Customer and on the London Stone Web site for London Stone.

20. General

20.1 Failure or delay by London Stone in enforcing any term of the Agreement shall not be construed as a waiver of any of its rights under it. 20.2 The illegality, invalidity or unenforceability of any part of this Agreement will not affect the legality, validity or enforceability of the remainder. 20.3 The construction, validity and performance of this Agreement shall be governed by English Law and the parties submit themselves to the non-exclusive jurisdiction of the English Courts.