Terms & Conditions of Sale – Thames Concrete Ltd
1 Definitions
In these Conditions “the Company” means Thames Concrete Ltd; Registered Company number 14169031. The “Internet
Website” means the website owned and operated by the Company. “The Materials” means the goods (or as the case
may be services) to be supplied by the Company in accordance with these Conditions and includes all sales the
company may make. “The Purchaser” means the person to who the Materials are to be supplied. “The Conditions”
means the standard conditions of sale set out in this document and includes any special terms and conditions agreed in
writing between the Company and the Purchaser and “the Contract” means the contract for the supply of Materials
incorporating these Conditions.
2 Formation of Contract
All Materials sold by the Company shall be sold subject to the Conditions which may not be altered unless expressly
agreed in writing by a person authorised to sign on behalf of the Company (“a Company Signatory”) Any contrary or
additional items whether or not contained in a document of the Purchaser are excluded.
3 Quotations
3.1 Unless otherwise stated in writing all quotations and estimates by the Company may be withdrawn at any time
before receipt of an order and shall be deemed to be withdrawn if an order is not received within 14 days of their date.
3.2 All quotations and estimates obtained via the Internet Website are only valid when confirmed by a Company agent
in writing.
3.3 The Company reserves the right to make any changes in the specification of the Materials which are required to
conform with any applicable statutory or BS8500 requirements or where the Materials are to be supplied to the
Company’s specification which do not materially affect their quality and performance.
3.4 No cancellation or variation of the whole or any part of the Contract is permitted except with the written
agreement of company director.
3.5 By placing an order with Thames Concrete Ltd you agree to these terms and conditions.
4 Price
4.1 The price of materials is that ruling at the time of dispatch. Prices quoted are not fixed unless agreed in writing by a
Company agent. The prices shown, unless otherwise indicated, are not including Value Added Tax. We will add VAT at a
rate of 20% to your total order value.
4.2 Charges for vehicles and drivers on a day work basis are available on request. All such charges will commence at
the time of arrival at the destination.
4.3 The price of materials may change if the concrete is sent on a Volumetric depending on the load being dispatched
unless otherwise agreed and may have a minimum charge of 4m3 depending on the location of the concrete pour.
5 Payment
5.1 Full funds shall be cleared 24 hours prior to delivery of goods. Or, If customer holds a valid credit account
payment terms shall be set upon approval of the credit account.
5.2 The Company can carry out credit checks against Purchaser’s business and their agents and may share
information with credit agencies to determine the suitability of any credit application to the Purchaser; checks can
be made periodically to ensure the credit worthiness remains in place to the Purchaser.
5.3 The Company reserves the right to charge interest on any debts not paid within credit terms and should the debt
remain unpaid to instruct debt recovery agencies. Where debt recovery agencies are involved any costs would be
passed to the Purchaser. See Default 10.2.4
5.4 The Purchaser shall not be entitled to make any deduction or set off from any sums claimed by the Company any
amount due or claimed against the Company by the Purchaser whether under the contract or any other contract.
5.5 The Company reserves the right in its absolute discretion at any time to insist upon payment by way of cleared funds for
Materials before delivery or to demand security for payment before continuing with or delivering any Materials
notwithstanding any subsisting agreement to provide credit to the purchaser.
6 Delivery
6.1 The Purchaser shall be responsible for ensuring that the Company has sufficient particulars of the site and the
point of unloading to which the Materials are to be delivered (“the Destination”).
6.2 Delivery will be deemed to have been effected when the Company notifies the Purchaser that the Materials are available
for collection or at the time of arrival at the Destination or if the Company is unable to deliver because of inadequate
instructions or the Purchaser wrongly fails to take delivery of the Materials at the time when the Company has tendered
delivery of the Materials.
6.3 The Company requires a minimum of 3 hours’ notice of delivery times. In any event dates and times quoted for
delivery are approximate only.
6.4 Time for delivery shall not be of the essence of the Contract.
6.5 The Company shall not be liable for any damages whatsoever whether direct or consequential (including for the avoidance of doubt, any liability to any third party) resulting from delivery of the Materials or failure to deliver the Materials within a reasonable time whether such delay is caused by the Company’s negligence or otherwise
howsoever.
6.6 The Company reserves the right to make delivery by installments and tender a separate invoice for each installment.
Each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the
installments in accordance with these Conditions or any claim by the Purchaser in respect of any one or more
installments shall not entitle the Purchaser to treat the Contract as a whole as repudiated.
6.7 Without prejudice to any other rights or remedy available to the Company an additional charge may be made if:
6.7.1 the Purchaser requires delivery of materials in quantities less than Minimum Loads or delivery of two different
types of Materials on one vehicle;
6.7.2 the Purchaser requires delivery outside the hours of 0700 and 1700 Monday to Friday;
6.7.3 the Purchaser re-directs a delivery, fails to take delivery or fails to give the Company adequate delivery
instructions;
6.7.4 unloading of the delivery vehicle is delayed for more than 30 minutes after the Company is ready to unload or in
the case of Ready-mix discharge is not completed within 30 minutes or arrival at the Destination;
6.7.5 delivery cannot be effected because of unsuitable access;
6.8 The Purchaser must provide convenient and safe access to the Destination and the Company shall be entitled to
refuse to deliver over roads or over ground which it considers unsuitable. The Purchaser shall be liable for and shall
indemnify the Company against any accident or damage (with the exception of death and personal injury caused by the
negligence of the Company or its driver) occurring due to unsuitable access.
6.9 In the event that the Purchaser requests that any Materials be deposited on a street or public highway the
Purchaser shall be responsible for compliance with all regulations and for all steps which need to be taken for the
protection at all times of persons or property and shall indemnify the Company in respect of all costs, claims, losses and
expenses including legal costs on an indemnity basis which the Company may incur as a result of such delivery. 6.10
The Purchaser voids any right to a refund when delivery cannot take place due to the customer’s error; the following
points are inclusive of this;
a) When the Purchaser orders more than required
b) When the Purchaser does not prepare the site for delivery, or the site is unsuitable for Concrete/cement truck
access
c) When the Purchaser makes an error with delivery date or delivery timeslot
6.11 The Company reserves the right to charge a fee to the Purchaser for re-delivery in a situation where delivery
could not be completed on the first visit.
6.12 The Company reserves the right to charge £12.00 p/m3 or a minimum £150.00 + VAT for deliveries cancelled less
than 24 hours. If the delivery has been batched then the full charge of material will be incurred. Returned material will be
charged at £200.00 + VAT p/m3 plus cost of the original sale. Depending on age of material we may not be able to return
material economically and must be disposed at customers site and expenses.
7 Inspection and Shortages
7.1 The Purchaser is under a duty to inspect the Materials at the place and time of unloading but nothing in these
Conditions shall require the Purchaser to break packaging and/or unpack Materials which are intended to be stored
before use.
7.2 The Purchaser must immediately notify of any material issues by telephoning the Company head office and advise
the Company in writing within 2 working days of unloading (“the Notice Procedure”) of any claim for short delivery.
7.3 If the Purchaser fails to follow the Notice Procedure the Materials will be deemed to have been delivered in the
weights or quantities shown on the consignment note.
7.4 The Purchaser shall not be entitled and irrevocable and unconditionally waives any right to reject the Materials or
claim any damages whatsoever for short delivery however so caused.
7.5 The company’s liability for short delivery is limited to making good the shortage.
7.6 The Purchaser shall pay the price for the Materials delivered.
7.7 When it is or would have been apparent on a reasonable inspection that the Materials are not in conformity with the
Contract or (if the Contract is a contract for sale by sample) that the bulk does not compare with the sample the
Purchaser must follow the Notice Procedure in respect of any claim.
7.8 If the Purchaser fails to follow the Notice Procedure the Materials will be deemed to have been accepted and the
Purchaser shall not be entitled and irrevocably and unconditionally waives any right to reject the Materials.
7.9 If the Purchaser fails to follow the Notice Procedure Clause 9.7 shall effect.
8 Risk and Title
8.1 The risk in the Materials shall pass to the Purchaser upon delivery.
8.2 Until the Company has received in cash or cleared funds payment of all sums owed by the Purchaser to the Company on any account whatsoever the ownership of the Materials shall remain with the Company.
8.3 Until such time as the property in the Materials passes to the Purchaser the Purchaser shall hold the Materials as the
Company’s fiduciary agent and shall keep the Materials separately stored, protected, insured and identified as the
Company’s property. Until that time the Purchaser shall be entitled to resell or use the Materials in the ordinary course of
his business but at the direction of the Company and shall account to the Company for the proceeds of sale or insurance
proceeds related to the Materials.
8.4 The Company shall be entitled to recover the price of the Materials including VAT even though the ownership in any
of the Materials remains with the Company.
8.5 The Company shall be entitled at any time to recover any or all of the Materials in the Purchaser’s possession to
which the Company has title and for that purpose the Company, its servants or agents may with transport as is
necessary, enter upon any premises occupied by the Purchaser or to which the Purchaser has access and where the
Materials may be or are believed to be situated.
9 Responsibilities
9.1 In these Conditions “Defect” shall mean the condition and/or any attribute of the Materials and/or other
circumstances which but for the effect of the Conditions would have entitled the Purchaser to damages.
9.2 Nothing in these Conditions shall exclude or restrict the Company’s liability for death or personal injury resulting
from its negligence or the Company’s liability for fraudulent misrepresentation.
9.3 If the Purchaser deals as a consumer as defined by the Unfair Contract Terms Act 1977 or the Unfair Terms in
Consumer Contracts Regulations 1994 (“a Consumer”) any provision of these Conditions which is of no effect shall not
apply. The statutory rights of a Purchaser dealing as a Consumer are not affected by these Conditions.
9.4 Subject to Clauses 9.2 and 9.3 of these Conditions the Company shall not be liable by reason of any
misrepresentation (unless fraudulent) or any breach of warranty condition or other term express or implied or any breach
of duty (common law or statutory) or negligence for any damages whatsoever. Instead or liability in damages the
Company undertakes liability clause 9.5 below.
9.5 Where but for the effect or Clause 9.4 of these Conditions a Purchaser would have been entitled to damages
against the Company the Company shall not be liable to pay damages but subject to the conditions laid out in Clause
below shall in it is sole discretion repair the Materials at its own expense or supply replacement materials free of charge
or refund all (or where appropriate part) of the price paid for the relevant materials.
9.6 The Company will not be liable under Clause 9.5:
9.6.1 If the Defect arises from fair wear and tear;
9.6.2 If the Defect arises from willful damage, negligence, abnormal working conditions, misuse, alteration or repair of
the Materials, failure to follow the British Standard or industry instructions relevant to the Materials application of the
Materials in unsuitable conditions (but this sub clause shall not apply to any act or omission of the Company); 9.6.3 In
respect of Ready mix/Mix on site materials: All products are supplied in accordance with BS8500, BS EN 206 unless
otherwise stated.
9.6.3.1 If water or any other spoiling material has been added to the Materials without written agreement by a Company
Signatory;
9.6.3.2 Unless the Materials are sampled and tested in accordance with the relevant British Standard specification or
other specification agreed in writing by a Company Signatory.
9.6.4 Unless after the discovery of the Defect the Company is given reasonable opportunity to inspect the Materials
before they are used or in any way interfered with. For the avoidance of doubt, the Company acknowledges that the costs
of suspending works are relevant to the determination of what is reasonable opportunity and this sub-clause shall not
apply to any works affecting the Materials which it may be reasonable necessary to carry out in the interests of safety
and/or as emergency measures.
9.7 Subject to Clauses 9.2 and 9.3 of these Conditions the Company shall not be liable by reason of any
misrepresentation (unless fraudulent) or any breach of warranty condition or other term express or implied or any breach
of duty (common law or statutory) or negligence for any damage whatsoever (if notwithstanding Clause 9.4 of these
Conditions the Purchaser is entitled to recover any) nor shall the Company be liable under Clause 9.5 of these
Conditions unless;
9.7.1 The Defect would have been apparent on a reasonable inspection under Clause 8.1 of these Conditions at the
time of unloading and notice of any claim is given to the Company in accordance with the Notice Procedure; or in any
other case.
9.7.2 The Defect is discovered within the period following delivery within the period (“Notice Period”) as set out below;
Materials • Readymix
Discovery Period • 40 days
Notice Period • Immediate and written notice within 2 working days
Materials • Aggregates
Discovery Period • 24 Hours
Notice Period • Immediate and written notice within 2 working days
9.8 If the Materials are manufactured, processed or mixed by the Company to the design, quantity, measurements or
specification of the Purchaser or its agents then;
9.8.1 Subject to Clauses 9.2 and 9.3 of these Conditions the Company shall not be under any liability for damages
whatsoever or under Clause 9.5 of these Conditions as the case may be except in the event of;
9.8.1.1 fraudulent misrepresentation;
9.8.1.2 misrepresentation where the representation was made or confirmed in writing
9.8.1.3 non compliance with such design, quantity, measurement or specification;
9.8.1.4 breach of a written warranty by the Company that the materials are fit for that purpose or;
9.8.1.5 a claim maintainable against the Company pursuant to Clauses 9.2 or 9.3 of these Conditions.
9.8.2 The Purchaser will unconditionally, fully and effectively indemnify the Company against all loss damages costs on
an indemnity basis and expenses awarded against or incurred by the Company in connection with or paid or agreed to
be paid by the Company in settlement of any claim for infringement of any patents, copyright, design, trademark or any
other industrial or intellectual property rights of any other person;
9.8.3 The Purchaser will further unconditionally, fully and effectively indemnify the Company against all loss damages
costs on an indemnity basis and expenses awarded against or incurred by the Company in connection with or paid or
agreed to be paid by the Company in settlement of any other claim arising from any such manufacturing, processing or
mixing including but not limited to any Defect in the Materials. This indemnity will be reduced in proportion to the extent
that such loss damage costs and expenses are due to the negligence of the Company.
9.9 Except where the Purchaser deals as a Consumer the Purchaser will unconditionally fully and effectively indemnify
the Company against all loss damages costs on an indemnity basis and expenses awarded against or incurred by the
Company in connection with or paid or agreed to be paid by the Company in settlement of any claim by any third party
arising from the supply or use of the Materials including loss arising from the Company’s negligence.
9.10 Without prejudice to any other provisions on these Conditions in any event the Company’s total liability for any one
claim or for the total of all claims arising from any one act of default of the Company (whether arising from Company’’
negligence or otherwise) shall not exceed the purchase price of the Materials the subject matter of any claim.
10 Default
10.1.1 “Insolvent” shall mean the Purchaser becoming unable to pay its debts within the meaning of Section 123 of the
Insolvency Act 1986; the levying or the threat of execution on the Purchaser; the appointment of a receiver or
administrative receiver over all or any part of any property of the Purchaser; a proposal for a voluntary arrangement or
compromise between the Purchaser and its creditors whether pursuant to the insolvency Act 1986 or otherwise; the
passing of a resolution for voluntary winding up or summoning a meeting to pass such a resolution otherwise than for the
purposes of a bona fide amalgamation or reconstruction; the presentation of a petition for the winding up of the Purchaser
or for an administration order in relation to the Purchaser; the Purchaser ceasing or threatening to cease to carry on its
business
10.1.2 “Associated Company” shall mean a subsidiary or holding company of the Purchaser (as defined in Section 736
of the Companies Act 1985) or any company in which the Purchaser or any such subsidiary or holding company owns
25% or more of issued equity share capital or any company, firm or business of which any director for the time being of
the Purchaser is a partner or in which he has on interest (whether directly or indirectly) or 20% or more of its share capital
or its assets (as the case may be).
10.2 If the Purchaser fails to pay the Company for any Materials on the due date or any credit limit is exceeded or if
there is a material change in the constitution of the Purchaser or an Associated Company or the Purchaser or an
Associated Company becomes insolvent or if the Purchaser is in breach of any term of the Contract and fails to remedy
such breach after being so requested to do the full balance outstanding on any account between the Company and the
Purchaser shall become immediately payable and the Company shall be entitled to do one or more of the following
(without prejudice to any other remedy it may have):
10.2.1 Require payment in cash or cleared funds in advance of delivery of undelivered Materials;
10.2.2 cancel or suspend any further delivery to the Purchaser under any contract;
10.2.3 sell or otherwise dispose of any Materials which are the subject of any contract between the Company and the
Purchaser;
10.2.4 charge the Purchaser interest on the balance of monies due at the rate of 8% per annum above Bank of
England base rate in force from time to time from the date the payment became due until actual payment is paid
whether before or after Judgement;
10.2.5 without prejudice to the generality of Clause 8 of these Conditions exercise the powers there set out.
11 General
11.1 The construction validity and performance of these Conditions and the Contract shall be governed by English
law.
11.2 The headings of these Conditions are for convenience only and shall have no effect on interpretation.
11.3 Health and Safety/Hazard Data Sheets relevant to Materials are available on request.
11.4 The Company shall not be liable to the Purchaser or be deemed to be in breach of the Contract by
reason of any delay in performing, or any failure to perform any of the Company’s obligations if the delay or
failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality
of the foregoing the following are non-exhaustive illustrations of causes beyond the Company’s reasonable
control: strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the
Company or a third party); premature exhaustion of reserves or geological faults which were not reasonable
foreseeable rendering the working of reserves uneconomic; failure of a processing plant.
11.5 If any Clause or sub clause of these Conditions is held by any court of other competent authority to be void or
unenforceable the validity of the other clauses or sub clauses of these Conditions shall not be affected and they shall
remain in full force and effect.
11.6 The waiver by the Company of any breach or default of these Conditions shall not be construed as a continued
waiver of the breach nor as a waiver of any subsequent breach of the same or any other provision.
The Company Signatory, and issuer of these terms, is Thames Concrete Ltd; of 57, Humber Way, Slough, SL38SR;
Registered Company number 14169031.
