1. INTERPRETATION

1.1 “Company” means Frank England & Co Ltd.

1.2 “Customer” means the person, firm or company purchasing goods from the Company in the course of a trade, business, craft or profession.

1.3 “Goods” means all materials, stone blocks, slabs, memorials, processed stone, bespoke items, accessories, crates or services supplied by the Company.

1.4 These Terms apply to all quotations, orders, contracts and deliveries made by the Company and prevail over any terms proposed by the Customer unless expressly agreed in writing by a director of the Company.

1.5 These Terms are intended for business-to-business transactions only. The Company does not contract with consumers under these Terms.

2. QUOTATIONS AND ACCEPTANCE

2.1 Quotations are valid for 30 days unless otherwise stated.

2.2 Acceptance of a quotation or placing an order after these Terms have been supplied or made available to the Customer constitutes acceptance of these Terms.

2.3 Any Customer terms, purchase conditions or written or verbal instructions that conflict with these Terms shall be ineffective unless expressly agreed in writing by a director of the Company.

2.4 No variation of these Terms is binding unless expressly agreed in writing by a director of the Company.

2.5 The Customer is responsible for ensuring that any person placing or approving an order on its behalf has authority to do so. The Company may rely on orders and approvals received from the Customer’s usual business email addresses or representatives unless notified otherwise in writing.

3. PRICE & PRICE VARIATION

3.1 All prices are exclusive of VAT unless stated otherwise.

3.2 Prices may be subject to fluctuation relating to quarry cost, currency movement, fuel surcharge, import duty, freight, port charges, or recognised building material index variations.

3.3 Where imported stone increases in cost between quotation and import date, the Company may apply a reasonable surcharge and will provide supporting information on request.

3.4 The Company reserves the right to correct clerical or typographical errors in quotations or invoices.

4. BESPOKE & NON-STANDARD ORDERS

4.1 Any made-to-measure, engraved, inscribed, cut-to-size, processed, memorialised or non-stock item is non-cancellable and non-returnable once production has commenced, except where the Goods are defective or otherwise where liability cannot lawfully be excluded.

4.2 Customer drawings and specifications must be accurate. The Company accepts no liability for errors arising from incorrect or incomplete information supplied by the Customer.

5. PAYMENT TERMS

5.1 Unless otherwise agreed in writing, payment is strictly 30 days net from invoice date.

5.2 Failure to pay by the due date entitles the Company, subject to applicable law, to suspend deliveries, withdraw credit facilities, demand immediate payment of outstanding balances and/or terminate affected contracts.

5.3 Where applicable, the Company reserves the right to charge statutory interest at 8% above the Bank of England base rate, together with the applicable fixed compensation and any further reasonable recovery costs recoverable under the Late Payment of Commercial Debts (Interest) Act 1998.

6. RETENTION OF TITLE AND RISK

6.1 Title to Goods remains with the Company until the Company has received payment in full for those Goods and all other sums due and payable by the Customer to the Company.

6.2 Unless otherwise agreed in writing, risk in the Goods passes in accordance with clause 7.1.

6.3 Until title passes, the Customer must, so far as reasonably practicable, store the Goods separately, keep them in satisfactory condition and identify them as the Company’s property.

6.4 The Customer may resell Goods in the ordinary course of its business before title passes, but that authority ends automatically if payment becomes overdue or the Customer becomes subject to an insolvency event.

6.5 If title has not passed and the Customer’s right to possession has ended, the Company may require delivery up of identifiable Goods still owned by the Company and, where lawful and with reasonable notice, enter premises under the Customer’s control to recover them.

6.6 Nothing in this clause creates a charge over the Customer’s assets or purports to give the Company rights over proceeds of resale beyond those enforceable at law.

7. DELIVERY, OFFLOADING & ACCESS

7.1 Unless otherwise agreed in writing, where the Company arranges carriage, delivery occurs and risk passes when the Goods arrive at the Customer’s nominated delivery address and are made available for unloading. Where the Customer arranges collection or its own carrier, risk passes when the Goods are handed to the Customer or its carrier.

7.2 The Customer must inspect the Goods and delivery packaging promptly. Any apparent transit damage or shortage should be noted on the delivery documentation and notified to the Company as soon as reasonably practicable.

7.3 Prices include standard haulage to a nominated address during normal working hours unless otherwise stated. Surcharges, redelivery, waiting time or additional handling costs arising from Customer instructions, access issues or unsuitable delivery conditions may be charged to the Customer.

7.4 The Customer is responsible for safe and suitable access to the delivery point and for providing appropriate offloading facilities, lifting equipment and competent personnel where these are required from the Customer.

7.5 Deliveries requested by the Customer off a public road, onto private land or over ground reasonably considered unsuitable are undertaken at the Customer’s risk to the extent that loss or damage results from those access conditions.

7.6 Delivery dates and times are estimates unless expressly agreed in writing to be binding. The Company is not liable for delay caused by matters outside its reasonable control.

8. INSPECTION, ACCEPTANCE & CLAIMS

8.1 The Customer must inspect Goods as soon as reasonably practicable after delivery.

8.2 Visible defects, shortages or damage must be notified to the Company in writing as soon as reasonably practicable and, in any event, normally within 48 hours of delivery. Where reasonably possible, the notification should be supported by photographs and the issue noted on the delivery documentation. Failure to notify within that period will not by itself defeat a claim where the Customer could not reasonably have complied, but may be taken into account where delay has prejudiced the Company’s ability to investigate the claim.

8.3 A defect that could not reasonably have been identified on initial inspection must be notified to the Company promptly after discovery, with reasonable supporting information, and the Customer must give the Company a reasonable opportunity to inspect the Goods before remedial work is undertaken, except where urgent action is reasonably necessary to prevent injury or further damage.

8.4 The Customer must not knowingly process, inscribe, cut, install, polish, drill, fix or otherwise alter Goods after discovering an apparent defect without first giving the Company a reasonable opportunity to inspect them. The Company will not be responsible for additional loss or cost caused by the Customer continuing to use or alter Goods after becoming aware of a defect where that loss or cost could reasonably have been avoided.

8.5 Acceptance, processing or installation of Goods does not exclude a claim for a genuine latent defect that could not reasonably have been identified beforehand, subject to these Terms and applicable law.

9. NATURAL VARIATION AND SAMPLE DISCLAIMER

9.1 Natural stone is subject to geological variation in colour, grain, veining, bedding, fissures, shading and marking. Such natural characteristics are not defects unless they materially depart from an expressly agreed specification.

9.2 Samples, photographs, brochures and digital media are indicative of general appearance only and no exact match is guaranteed unless expressly agreed in writing.

9.3 No claim will be accepted solely for natural variation from a sample or image unless an exact characteristic was expressly warranted in writing.

10. WARRANTY, DEFECTIVE GOODS & LIABILITY

10.1 Subject to applicable law and the remainder of this clause, where Goods supplied by the Company are shown, on the balance of probabilities, to have failed to conform to the contract at the time risk passed, the Company may, at its option, repair the affected Goods, replace them, or refund or credit the price paid for the affected Goods. The Customer must provide reasonable evidence of the alleged defect and allow the Company a reasonable opportunity to inspect where practicable.

10.2 Subject to clauses 10.7 and 10.8, the Company will not be liable for loss of profit, loss of business, loss of anticipated savings or other indirect or consequential loss. The Company will not normally be liable for installation, removal, refitting, engraving, memorialisation, labour, cemetery, hire or additional transport costs unless such costs were reasonably incurred as a direct and foreseeable consequence of the Company’s breach and it would be unreasonable in the circumstances to exclude them.

10.3 The Company gives no warranty that Goods comply with a particular cemetery, churchyard or local authority requirement unless that requirement has been notified to and expressly accepted by the Company in writing before the order is placed. The Customer remains responsible for checking applicable installation and cemetery requirements.

10.4 The Company is not responsible for defects or damage caused after delivery by incorrect storage, handling, cutting, drilling, polishing, inscription, installation, fixing, maintenance, misuse, accident, weathering beyond the reasonable characteristics of the Goods, or work carried out by the Customer or any third party.

10.4A Where Goods require installation, fixing, lifting or handling by the Customer or a third party, the Customer is responsible for ensuring that such work is carried out by suitably competent persons and in accordance with applicable law, industry requirements, cemetery rules and any instructions supplied with the Goods. This clause does not exclude liability for a defect in the Goods themselves.

10.5 Processing, installation or alteration of Goods does not extinguish liability for a defect that existed when risk passed and could not reasonably have been discovered beforehand, but the Customer must comply with clause 8.

10.6 Except where expressly stated in writing by a director of the Company or in Company product documentation expressly incorporated into the contract, the Company does not provide any fixed-duration warranty or guarantee for Goods. Any manufacturer’s warranty supplied with an accessory or component is subject to that manufacturer’s own terms and does not extend the Company’s obligations beyond those arising under the contract or applicable law.

10.7 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be excluded or limited.

10.8 Subject to clause 10.7, the Company’s aggregate liability arising out of or in connection with an individual order, whether in contract, tort (including negligence), misrepresentation or otherwise, shall not exceed 125% of the price paid or payable for the Goods giving rise to the claim. This cap does not apply to liabilities which cannot lawfully be limited and applies only to the extent it satisfies any applicable requirement of reasonableness.

11. CUSTOMER WARRANTIES TO END USERS

11.1 Any warranty, guarantee, undertaking, representation or after-sales commitment offered by the Customer to its own customer or any third party which goes beyond the obligations expressly accepted by the Company under the contract is given at the Customer’s own cost and risk and does not bind the Company unless the Company has expressly accepted that additional obligation in writing.

11.2 The Customer must not represent that any warranty or guarantee it offers is provided, supported or underwritten by the Company unless expressly authorised by the Company in writing.

11.3 The Customer remains responsible for its obligations to its own customers, including any obligations arising under consumer protection legislation. Those obligations do not automatically create a corresponding liability on the part of the Company.

11.4 Any goodwill assistance, repair, replacement, credit or other concession provided by the Company does not, unless expressly confirmed in writing, create or extend a warranty or continuing obligation, vary these Terms, or amount to an admission of liability.

12. FORCE MAJEURE

12.1 The Company is not liable for delay or failure caused by circumstances beyond its reasonable control, including quarry disruption, civil unrest, war, sanctions, pandemic, customs delay, freight or container shortages, port shutdown, shipping line failure, energy shortage, fire, flood, strike or labour disruption.

12.2 Where such circumstances occur, the Company may suspend or reschedule performance for a reasonable period and will notify the Customer where reasonably practicable.

13. STORAGE

13.1 Where Goods are ready for delivery but delivery is delayed at the Customer’s request or because the Customer is unable to accept delivery, the Company may charge reasonable storage, insurance and handling costs.

13.2 Risk in Goods held at the Customer’s request after the agreed delivery date remains with the Customer.

14. RETURNS

14.1 Standard stock items may only be returned with the Company’s prior written consent, subject to inspection and any reasonable restocking or transport charge notified to the Customer.

14.2 Bespoke or non-standard Goods are non-returnable except where defective or where the Company expressly agrees otherwise.

15. TRADE REFERENCES & CREDIT

15.1 Quotations and credit facilities may be subject to satisfactory trade references and credit checks. The Company may withdraw or amend credit terms for future orders at any time.

16. DATA PROTECTION

16.1 The Company may process Customer personal data for account administration, quotations, orders, delivery, invoicing, credit assessment, debt collection and regulatory compliance in accordance with applicable data protection law.

17. CONFIDENTIALITY

17.1 Pricing, quotations, discount structures, account terms, non-public product sourcing information, quarry details, drawings, technical specifications, processing information, logistical arrangements, meeting notes, negotiation history and other information clearly confidential in nature disclosed by the Company to the Customer is confidential.

17.2 Confidential Information may be used only for the purposes of the commercial relationship with the Company and must not be disclosed to third parties except to employees, professional advisers or subcontractors who need to know it and are subject to appropriate confidentiality obligations.

17.3 The Customer must take reasonable measures to protect Confidential Information and remains responsible for breaches by persons to whom it discloses that information.

17.4 These obligations survive termination of the commercial relationship.

17.5 Confidentiality does not apply to information that is lawfully in the public domain, was already lawfully known to the Customer without restriction, is lawfully received from an unrestricted third party, or must be disclosed by law, court order or regulatory authority.

17.6 Nothing in this clause prevents the Customer from using general market knowledge, information independently developed without use of Confidential Information, or information lawfully obtained from another source. The Customer must not disclose the Company’s non-public pricing, discounts, account terms or other Confidential Information to competitors or other suppliers without the Company’s prior written consent.

18. SUB-CONTRACTING

18.1 The Company may use third-party hauliers, processors and service providers in performing its obligations.

19. NOTICES AND COMMUNICATIONS

19.1 Formal notices under a contract must be in writing and sent to the recipient’s registered office or other address or email address notified for contractual notices.

19.2 Ordinary order instructions, approvals and confirmations sent by email may be relied upon as business communications, but no email varies these Terms unless it satisfies clause 2.4.

20. NON-WAIVER

20.1 A failure or delay by the Company to exercise any right or remedy does not waive that right or remedy. A waiver on one occasion does not constitute a waiver on any later occasion.

21. SEVERANCE

21.1 If any provision of these Terms is held to be invalid, unlawful or unenforceable, it shall be treated as modified to the minimum extent necessary to make it enforceable where possible, and the remaining provisions shall continue in force.

22. THIRD-PARTY RIGHTS

22.1 A person who is not a party to the contract between the Company and the Customer has no right to enforce any term of that contract under the Contracts (Rights of Third Parties) Act 1999.

22.2 The contract consists of the applicable quotation or order acknowledgement, these Terms and any document expressly incorporated into them. The Customer acknowledges that it has not relied on any statement or representation not set out in those documents, but nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

23. GOVERNING LAW & JURISDICTION

23.1 These Terms and every contract between the Company and the Customer, and any non-contractual obligations arising from them, are governed by the law of England and Wales.

23.2 The courts of England and Wales shall have exclusive jurisdiction to determine any dispute or claim arising out of or in connection with these Terms or any contract between the Company and the Customer, save that the Company may bring proceedings in any other jurisdiction where reasonably necessary to recover Goods or enforce a judgment.