Terms and Conditions of Supply of Goods (Broker Market)

Stone Technologies Limited, registered in England and Wales with under company number 02658501, with registered address at Granite One Hundred, Acton Gate, Stafford, Staffordshire ST18 9AA (“Stone”) has agreed to supply goods to the person/firm requesting to buy such goods (“Customer”). The supply of refurbished Goods (“Refurbished Goods”) to the broker market shall be governed by and subject to (i) the terms set out in this document as the terms and conditions of supply of Refurbished Goods (as amended from time to time using the variation process set out in the General Conditions) (“Goods Conditions (Broker Market)”) and (ii) Stone’s General Terms and Conditions of Supply (‘General Conditions’) (available at www.stonegroup.co.uk and on request).

The Conditions apply to the exclusion of any other terms that Customer seeks to impose, or which are implied by trade, custom, practice or course of dealing. In the event of any conflict between the Goods Conditions (Broker Market) and the General Conditions, the Goods Conditions (Broker Market) shall prevail.

1. GOODS

1.1. These Goods Conditions (Broker Market) together with the General Conditions apply in respect of any Refurbished Goods to be supplied pursuant to a Contract.

1.2. Stone shall supply the Refurbished Goods to the Customer pursuant to each Contract.

1.3. The Refurbished Goods being supplied to the Customer are refurbished goods and the Customer acknowledges these Refurbished Goods are not new and are supplied in the condition stated in the Order Form (“Grading”).

1.4. Where the Customer is subject to an Insolvency Event (or Stone believes that the same is about to occur) before title to the Refurbished Goods passes to the Customer, if the Refurbished Goods have not been resold or irrevocably incorporated into another product or service, (without limiting any other right or remedy Stone may have) Stone may demand the Customer deliver up the Refurbished Goods and, if the Customer fails to do so promptly, enter any premises of the Customer (or a third party) where the Refurbished Goods are stored to recover them. The Customer shall ensure that Stone shall have similar rights of entry with respect to any third party who takes possession of the Refurbished Goods prior to the passage of title from Stone to the Customer.

2. WARRANTIES

2.1. Refurbished Goods are sold without warranty in respect of:

2.1.1. conformity to the Refurbished Goods Specification; and

2.1.2. being free from material defects in design, material and workmanship.

2.2. Stone provides no advice in relation to the environment or environmental controls which may be required at the Customer’s premises to safely and reliably operate and/or utilise the Refurbished Goods and/or Deliverables and the Customer should obtain its own independent advice in this regard.

2.3. Stone shall have no liability to the Customer for any matters which arise due to or in connection with a failure by the Customer to implement an appropriate environment or environmental controls at the Customer’s premises in relation to the operation or utilisation of the Refurbished Goods and/or Deliverables.

2.4. Stone shall have no liability for any Refurbished Goods and/or Deliverables being defective or for defective Services where the defect has been caused by the Customer.

2.5. Stone shall have no liability to the Customer for any part of any Refurbished Goods and/or Deliverables which is defective and/or defective Services, unless the event is notified to Stone in accordance with clause 4.9 in respect of any defects apparent on delivery.

2.6. Stone shall have no liability for additional damage, loss, liability, claims, costs or expenses caused or contributed to by the Customer’s continued use of defective Refurbished Goods and/or Deliverables after a defect has become apparent or suspected or should reasonably have become apparent to the Customer.

2.7. Stone shall have no liability to the Customer to the extent that the Customer is covered by any policy of insurance and the Customer shall ensure that its insurers waive any and all rights of subrogation they may have against Stone.

3. RETURNS

3.1. Stone may in its discretion permit the return of Refurbished Goods by the Customer provided that:

3.1.1. the Customer makes a request to return any Refurbished Goods within 14 days of delivery of the Refurbished Goods to the Customer and gives the reason for such request;

3.1.2. the reason for the request for the return of Refurbished Goods is that the Customer (acting reasonably) believes the Grading of the Refurbished Goods, as set out in the specification of those Refurbished Goods issued by Stone to the Customer, is materially overstated and this overstatement of grading is accepted by Stone;

3.1.3. the Customer must request an RMA number from Stone when requesting to return goods pursuant to 3.1.1.

3.1.4. the Customer pays any out of pocket expenses notified to it by Stone in respect of the return of such Refurbished Goods to include, but not limited to, all costs of insurance and carriage of such Refurbished Goods if the Customer requests transport be organised by Stone. In the event of the Customer choosing to organise transport at their own cost and expense, Stone shall not be liable for any damage during transit.

3.1.5. such Refurbished Goods and packaging of such Refurbished Goods are returned in the same condition such Refurbished Goods and packaging were in at the time of delivery of such Refurbished Goods to the Customer.

3.2. For any Refurbished Goods returned via the postal service, proof of postage is not proof of delivery. The Customer is advised to send Refurbished Goods via recorded delivery, registered post or a reputable courier service and to insure the Refurbished Goods for their full value.

3.3. The Customer must clearly display the relevant RMA Number on any Good returned in accordance with this clause 3.

3.4. If any Refurbished Goods are returned in accordance with this clause 3, risk in any such Refurbished Goods shall remain with the Customer until:

3.4.1. the time such Refurbished Goods are fully unloaded at Stone’s premises if the Customer arranges for the return of Refurbished Goods;

3.4.2. the time such Refurbished Goods leave the Customer’s premises if Stone arranges for the collection of the Refurbished Goods.

3.5. Stone does not accept liability for packages damaged during transit.

3.6. The Customer shall procure during Working Hours that Stone has free right of access to the address for the purpose of collecting any Refurbished Goods to be returned.

3.7. If the Customer fails to make the Refurbished Goods available for collection by Stone at such time and place as agreed between Stone and the Customer, the Customer shall indemnify and keep indemnified Stone against any and all liabilities suffered by Stone as a result of such failure, to include but not limited to, any fees charged by Stone’s subcontractors and/or couriers.

3.8. If title in any Refurbished Goods to be returned in accordance with this clause 3 has passed to the Customer, title in any such Refurbished Goods shall pass to Stone at the time Refurbished Goods arrive at Stone’s premises.

4. DELIVERY, STORAGE AND TITLE

4.1. Delivery dates are approximate only and time of delivery is not of the essence. Delivery shall be completed on the Refurbished Goods' arrival at the Delivery Location (as defined in the General Conditions). The Customer is responsible for unloading, and any unloading that takes place shall be at the Customer’s risk, unless this is expressly included as part of any Services to be provided by Stone pursuant to a Contract.

4.2. Stone shall deliver the Refurbished Goods to the Delivery Location or to the Stone storage services (“Storage Services”) warehouse at Granite One Hundred, Acton Gate, Stafford, ST18 9AA (“Warehouse”) or such alternative location utilised by Stone for purposes of Storage Services as may be notified to the Customer by Stone, after the Refurbished Goods are ready.

4.3. Unless otherwise agreed, delivery will be made to Storage Services.

4.4. Other than for delivery to Storage Services, if the Customer fails to accept or take delivery of the Refurbished Goods (including failing to provide appropriate delivery instructions to Stone), Stone shall store the Refurbished Goods until delivery takes place and may, at its option, charge the Customer for all related costs and expenses (including insurance).

4.5. Other than for delivery to Storage Services, where 10 Business Days have elapsed since Stone attempted to deliver the Refurbished Goods to the Delivery Location and/or where Stone has notified the Customer to arrange another delivery following failure of the first and the Customer has not engaged with this correspondence, then Stone shall be entitled, on at least 21 days’ notice in writing to the Customer, to sell or otherwise dispose of the Refurbished Goods as agent for, and at the expense of, the Customer and apply the proceeds in or towards the payment of any sums due by the Customer to Stone. Upon accounting to the Customer for any balance remaining after payment of any sum due to Stone, and for the cost of sale and/or disposal, Stone shall be discharged from any liability whatsoever in respect of the Refurbished Goods.

4.6. Stone may deliver in instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.7. Risk in the Refurbished Goods shall pass to the Customer on completion of delivery at the Delivery Location, which shall include the Warehouse.

4.8. Title in the Refurbished Goods shall pass to the Customer on completion of delivery at the Delivery Location, which shall include Storage Services.

4.9. The Customer shall inspect the Refurbished Goods on delivery and inform Stone within 3 (three) days of the date of delivery if more or less than the correct amount has been delivered. The Customer’s only remedy in respect of short delivery shall be at Stone’s sole discretion the provision of replacement goods or a refund in a sum to be reasonably determined by Stone. Stone shall not be liable for any under or over delivery that is not notified in this way.

4.10. Storage Services is a free-of-charge arrangement for a period of four (4) weeks from the date of delivery of the first Refurbished Goods into Storage Services (“Free-of-Charge Period”), and no additional costs will be incurred by the Customer as a result of using the facility during the Free-of-Charge Period. Any Refurbished Goods remaining in Storage Services following the end of the Free-of-Charge Period will be subject to a storage charge per week or per part week of £8 per full or part pallet (“Storage Charge”). This Storage Charge is subject to the General Conditions.

4.11. During the Free-of-Charge Period, the Refurbished Goods, whilst held in Storage Services by Stone on behalf of the Customer, will be insured against loss or damage by Stone until those Refurbished Goods are delivered from Storage Services to the premises of the Customer or collected from Storage Services by the Customer. Following the end of the Free-of-Charge Period, any Refurbished Goods remaining in Storage Services will cease to be insured against loss or damage by Stone and the Customer shall provide any and all insurance cover as it deems necessary in respect of those Refurbished Goods and at its own cost.

4.12. The Customer may request either delivery or collection of Refurbished Goods held on its behalf in Storage Services. The relevant Refurbished Goods shall, as appropriate, be made available for collection or be delivered to the Delivery Location specified by the Customer in accordance with clauses 4.4, 4.5, 4.6, 4.7, Error! Reference source not found. and 4.9.

4.13. Refurbished Goods cannot be held at Storage Services for a period exceeding twelve (12) weeks from the date of delivery of the first Refurbished Goods into Storage Services (“Storage Time Limit”). In respect of any Refurbished Goods remaining at Storage Services beyond the Storage Time Limit, Stone shall be entitled, on at least 21 days’ notice in writing to the Customer, to sell or otherwise dispose of the Refurbished Goods as agent for, and at the expense of, the Customer and apply the proceeds in or towards the payment of any sums due by the Customer to Stone. Upon accounting to the Customer for any balance remaining after payment of any sum due to Stone, and for the cost of sale and/or disposal, Stone shall be discharged from any liability whatsoever in respect of the Refurbished Goods.