NATURAL PAVING USA TERMS AND CONDITION FOR THE SUPPLY OF GOODS
Definitions:
Business Day: A day (other than Saturday, Sunday, or public holiday) when banks in the USA are open for business.
Conditions: The terms and conditions set out in this document, as amended from time to time.
Contract: The contract between Natural Paving USA (the Supplier) and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: The person or firm who purchases the Goods from the Supplier.
Force Majeure Event: An event or circumstance beyond a party’s reasonable control, including but not limited to fire, flood, acts of God, exceptional weather, lack of supplies, and any failure by third-party delivery partners.
Goods: The goods (or any part of them) as set out in the Supplier's brochures, point of sale material, or any websites of the Supplier.
Goods Guidelines: The guidelines issued by the Supplier in respect of the Goods supplied.
Intellectual Property: All intellectual property rights including patents, copyrights, trademarks, and other related rights, whether registered or unregistered.
Order: The Customer’s verbal or written acceptance of the Supplier’s price list as confirmed by the Supplier’s order acknowledgment.
Price List: Any price list issued to the Customer by the Supplier.
Specification: Any specification for the Goods, including related plans, drawings, and brochures provided by the Supplier that is agreed in writing by the Customer and the Supplier.
Supplier: Natural Paving USA.
1.1 Interpretation:
1.1.1 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.1.2 Any phrase introduced by the terms including, include, in particular, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.1.3 A reference to writing or written includes faxes and emails.
2. Basis of Contract
2.1 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 trade, custom, practice, or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions and the Goods Guidelines. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.3 The Order shall only be deemed accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4 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.
2.5 Any samples, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s brochures, point of sale material, and/or websites 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. The Goods Guidelines do hold contractual force.
2.6 Any listed price for the Goods given by the Supplier shall not constitute an offer. A Price List shall be issued annually to existing Customers and upon commencement of trade to new Customers.
3. Goods
3.1 The Goods are described in the Supplier’s brochure, website, or point of sale material as modified by any applicable Specification.
3.2 The Supplier reserves the right to amend the specification of the Goods at its discretion and without notice, if required by any applicable statutory or regulatory requirements.
3.3 The Customer agrees that it must only use the Goods strictly in accordance with the Goods Guidelines.
3.4 The Customer acknowledges and understands that it needs to cater for wastage when ordering the Goods and should allow for an additional 10% in volume of the Goods ordered.
4. Delivery and Collections
4.1 The Supplier shall ensure that:
4.1.1 Each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods (including the product code of the Goods, where applicable), special storage instructions (if any), and, if the Goods are being delivered by installments, the outstanding balance of Goods remaining to be delivered; and
4.1.2 If the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.
4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready or as may be set out in the Order. The Customer shall collect the Goods from the Supplier’s premises or such other location as may be advised by the Supplier prior to delivery (Delivery Location) within three Business Days of the Supplier notifying the Customer that the Goods are ready, and the applicable delivery option shall be set out in the Order.
4.3 Delivery is completed on the completion of unloading or loading of the Goods at the Delivery Location, as may be applicable.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier 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 the Supplier with adequate delivery instructions or any other instructions relevant to the supply of the Goods.
4.5 If the Supplier 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. The Customer understands and agrees that the Supplier cannot assume any liability for any costs, delays, or claims that the Customer may have incurred as a result of any late delivery.
4.6 The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions relevant to the supply of the Goods.
4.7 If the Customer fails to take or accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract:
4.7.1 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 the Supplier notified the Customer that the Goods were ready; and
4.7.2 The Supplier shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).
4.8 If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.9 If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered, the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.
4.10 The Supplier may deliver the Goods by installments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an installment shall not entitle the Customer to cancel any other installment.
4.11 The Customer shall ensure that it provides all reasonable assistance as the Supplier may require in respect of facilitating delivery as defined in the Supplier's delivery guidelines. The Customer must ensure that it (or its customers) provides free access and appropriate delivery facilities and complies with any reasonable instructions of the Supplier.
5. Returns
5.1 The Customer shall be entitled to return Goods to the Supplier within 10 working days of delivery of the Goods, subject to the following conditions:
5.1.1 The Supplier will apply a 25% restocking fee to any credit note raised as a result of return, which the Customer shall pay in full in accordance with the payment terms set out in these Conditions;
5.1.2 The Customer must return the Goods in the same resaleable condition in which they were delivered; and
5.1.3 The Customer shall have full responsibility for returning the Goods to the Supplier’s place of business at its own cost. The Supplier may, at its sole option, offer a collection service to the Customer for a charge, which will be notified to the Customer in advance of any return.
5.2 The Supplier shall issue a credit note for the value of the Goods at its sole option and discretion, less the 20% restocking fee described in Condition 5.1.1, following the Supplier's inspection of the returned Goods at the Supplier’s place of business.
6. Quality
6.1 The Supplier warrants that on delivery, the Goods shall:
6.1.1 Conform in all material respects with their description and any applicable Specification; and
6.1.2 Be free from material defects in design, material, and workmanship (except in the case of natural Goods, where defects or imperfections may be naturally occurring and an integral part of the Goods); and
6.1.3 Be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
6.2 Subject to clause 6.3, if:
6.2.1 The Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1;
6.2.2 The Supplier is given a reasonable opportunity to examine such Goods; and
6.2.3 The Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Supplier’s cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
6.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 6.1 in any of the following events:
6.3.1 The Customer makes any further use of such Goods after giving notice in accordance with clause 6.2;
6.3.2 The defect arises because the Customer failed to follow the Supplier’s verbal or written instructions regarding the storage, commissioning, installation, use, and maintenance of the Goods;
6.3.3 The defect arises as a result of the Supplier following any drawing, design, or Specification supplied by the Customer;
6.3.4 The Customer alters or repairs such Goods without the written consent of the Supplier;
6.3.5 The defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions;
6.3.6 The Goods differ from their description or any Specification due to changes made to comply with applicable statutory or regulatory requirements; or
6.3.7 The Customer has not complied with the Goods Guidelines.
6.4 Except as provided in this clause 6, the Supplier shall have no liability to the Customer regarding the Goods’ failure to comply with the warranty set out in clause 6.1.
6.5 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.
6.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
7. Title and Risk
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Title to the Goods shall not pass to the Customer until the earlier of:
7.2.1 The Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods supplied to the Customer for which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
7.2.2 The Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 7.4.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
7.3.1 Store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
7.3.2 Not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods;
7.3.3 Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
7.3.4 Notify the Supplier immediately if it becomes subject to any of the events listed in clause 9.1; and
7.3.5 Give the Supplier such information relating to the Goods as the Supplier may require from time to time.
7.4 Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
7.4.1 It does so as principal and not as the Supplier’s agent; and
7.4.2 Title to the Goods shall pass from the Supplier to the Customer immediately before the resale occurs.
7.5 If before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clause 9.1, then, without limiting any other right or remedy the Supplier may have:
7.5.1 The Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
7.5.2 The Supplier may at any time:
(a) Require the Customer to deliver up all Goods in its possession that have not been resold or irrevocably incorporated into another product; and
(b) If the Customer fails to do so promptly, enter any premises of the Customer or a third party where the Goods are stored to recover them.
8. Price and Payment
8.1 The price of the Goods shall be the price set out in the Price List.
8.2 The Supplier may, by giving notice to the Customer at any time up to 3 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods due to:
8.2.1 Any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labor, materials, and other manufacturing costs);
8.2.2 Any request by the Customer to change the delivery date(s), quantities, or types of Goods ordered, or the Specification; or
8.2.3 Any delay caused by any instructions of the Customer or failure of the Customer to provide the Supplier with adequate or accurate information or instructions.
8.3 The price of the Goods:
8.3.1 Excludes amounts in respect of value-added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
8.3.2 Excludes the costs and charges of packaging, insurance, and transport of the Goods, which shall be invoiced to the Customer.
8.4 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
8.5 The Customer shall pay the invoice in full and in cleared funds by the end of the month following the month the invoice was dated unless varied by the Supplier in writing.
8.6 If the Customer fails to make any payment due to the Supplier under the Contract by the due date, the Customer shall pay interest on the overdue amount at the rate of 5% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue daily from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
8.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction, or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
9. Termination
9.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
9.1.1 The Customer commits a material breach of any term of the Contract and fails to remedy that breach within 30 days of being notified in writing;
9.1.2 The Customer takes any step in connection with entering administration, provisional liquidation, or any arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets, or ceasing to carry on business;
9.1.3 The Customer suspends, threatens to suspend, ceases, or threatens to cease to carry on all or a substantial part of its business; or
9.1.4 The Customer’s financial position deteriorates to such an extent that, in the Supplier’s opinion, the Customer’s capability to fulfill its obligations under the Contract is jeopardized.
9.2 Without limiting its other rights or remedies, the Supplier may suspend the provision of the Goods under the Contract or any other contract if the Customer becomes subject to any of the events listed in clause 9.1 or if the Supplier reasonably believes that the Customer is about to become subject to any of them.
9.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date.
9.4 On termination of the Contract for any reason, the Customer shall immediately pay to the Supplier all outstanding unpaid invoices and interest.
9.5 Termination of the Contract shall not affect any rights or remedies accrued as of termination, including the right to claim damages for any breach existing at or before the date of termination.
9.6 Any provision of the Contract that is intended to come into force post-termination shall remain in full force and effect.
10. Intellectual Property Rights
The Customer acknowledges that all Intellectual Property rights in the Goods or any brand of the Supplier vest in the Supplier absolutely and that no rights are granted to the Customer by virtue of this Contract.
11. Limitation of Liability
11.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
11.1.1 Death or personal injury caused by its negligence;
11.1.2 Fraud or fraudulent misrepresentation;
11.1.3 Breach of the terms implied by section 12 of the Sale of Goods Act 1979;
11.1.4 Defective products under the Consumer Protection Act 1987; or
11.1.5 Any matter for which it would be unlawful for the Supplier to exclude or restrict liability.
11.2 Subject to clause 11.1:
11.2.1 The Supplier shall not be liable to the Customer for any loss of profit or any indirect or consequential loss arising under or in connection with the Contract; and
11.2.2 The Supplier’s total liability to the Customer regarding all other losses arising under or in connection with the Contract shall not exceed the price of the Goods.
12. Force Majeure
12.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations if such delay or failure results from an event beyond its reasonable control (Force Majeure Event).
12.2 The Supplier shall use all reasonable endeavors to mitigate the effect of a Force Majeure Event on its obligations.
12.3 If a Force Majeure Event prevents or delays the Supplier’s performance for over three months, the Customer may terminate the Contract immediately with written notice.
13. General
13.1 Assignment and Other Dealings:
13.1.1 The Supplier may assign, transfer, mortgage, or charge its rights or obligations at any time.
13.1.2 The Customer may not assign or transfer its rights or obligations without prior written consent from the Supplier.
13.2 Confidentiality:
13.2.1 Each party shall not disclose any confidential information concerning the other party’s business, affairs, or customers during the Contract and for five years after termination, except as allowed under clause 13.2.2.
13.2.2 Each party may disclose the other’s confidential information to employees or as required by law.
13.2.3 No party shall use any other party’s confidential information for purposes other than fulfilling obligations under this Contract.
13.3 The Customer's Customers:
13.3.1 The Supplier will have no responsibility or liability regarding any contractual arrangements between the Customer and its customers concerning the Goods.
13.3.2 The Customer is responsible for ensuring that its customers are aware of the Supplier’s Goods Guidelines.
13.4 Entire Agreement:
13.4.1 This Contract is the entire agreement between the parties, superseding all previous agreements relating to its subject matter.
13.4.2 Each party has no remedies regarding any statement not set out in this Agreement.
13.5 Variation: No variation of this Contract shall be effective unless in writing and signed by both parties.
13.6 Waiver: No failure to exercise any right under the Contract shall constitute a waiver of that or any other right or remedy.
13.7 Severance: If any provision of the Contract is invalid or unenforceable, it shall be modified to the minimum extent necessary or deleted without affecting the remaining provisions.
13.8 Notices:
13.8.1 Notices must be in writing and delivered to the registered office or principal place of business of the party.
13.8.2 A notice is deemed received if delivered personally, sent by pre-paid post, or fax or email as specified.
13.9 Third Party Rights: No one other than a party to this Contract shall have any right to enforce its terms.
13.10 Governing Law: The Contract shall be governed by the laws of the USA.
13.11 Jurisdiction: Each party agrees that the courts of the USA shall have non-exclusive jurisdiction to settle any disputes arising out of this Contract.
By engaging with Natural Paving USA, you agree to these Terms and Conditions.