1. Definitions
In these Conditions:
“Company” refers to Stonehealth Limited, whose registered office is situated at Fleming Court, Leigh Road, Eastleigh, Hampshire, SO50 9PD, United Kingdom.
“Buyer” means any person, firm, or corporate entity entering into a contract with the Company for the purchase of goods or services.
2. Basis of Contract
Unless otherwise expressly agreed in writing by the Company, all contracts for the sale of goods or supply of services by the Company shall be governed exclusively by these Conditions. Any other terms, whether expressed or implied by the Buyer or arising by trade, custom, practice or course of dealing, shall be of no effect unless specifically accepted in writing by the Company.
Any quotation issued by the Company does not constitute an offer but shall be deemed an invitation to treat. Quotations are subject to withdrawal or alteration at the Company’s discretion and shall only be valid in writing for a period of 21 days from the date of issue unless otherwise stated.
An order placed by the Buyer, whether verbal or written (“Order”), shall constitute an offer to purchase goods or services in accordance with these Conditions. The Order shall be deemed accepted upon the Company making the goods or services available for delivery, at which point a legally binding contract shall be formed.
The Buyer acknowledges that it has entered into the contract solely on the basis of these Conditions and any express written terms agreed by the parties. These Conditions constitute the entire agreement between the parties in relation to the contract.
3. Prices and Payment
All prices quoted are exclusive of delivery costs unless expressly stated in writing by the Company. The Company reserves the right to amend prices without prior notice unless it has been confirmed in writing that a particular price is fixed for a specified duration. All prices are subject to VAT at the prevailing rate at the time of dispatch.
Payment shall be made either:
- prior to dispatch of goods
- within 30 days of the date of the Company’s invoice/if a credit account has been approved, or
- in accordance with any alternative payment terms expressly agreed in writing by the Company.
Any holding deposit paid for specific goods shall be deducted from the final purchase price. Should full payment not be received prior to the delivery date, the Company reserves the right to retain an amount, at its sole discretion, to cover administrative costs.
Goods unpaid for after one calendar month may be reabsorbed into the Company’s stock inventory.
In the event of default by the Buyer in making payment, all sums due to the Company shall become immediately payable without any right of set-off, counterclaim, or deduction.
In such instances, the Company reserves the right to suspend or cancel further deliveries under any current or future contract with the Buyer.
Late payments shall accrue interest at the rate of 2% per calendar month compound above the Bank of England Base Rate, calculated on the invoiced value from the invoice date until full settlement, whether before or after judgment. Such interest is payable together with the overdue amount.
Where overdue balances remain unsettled, the Company reserves the right to refer the debt to a collection agency, in which case the Buyer shall be liable for all resulting costs, surcharges, legal fees, and other reasonable expenses. These amounts shall be legally recoverable.
4. Title to the Goods
Legal and beneficial title to the goods shall remain vested in the Company until full payment, in cleared funds, is received by the Company for all amounts owing under the relevant contract.
Until title passes to the Buyer, the Buyer shall:
- hold the goods in fiduciary capacity as bailee;
- maintain the goods in satisfactory condition and keep them insured to their full replacement value against all risks from the date of delivery;
- store the goods separately and in such a manner that they remain readily identifiable as the property of the Company; and
- permit the Company, upon request, to enter any premises where the goods are stored to inspect or repossess them.
5. Use
The Company provides no express or implied warranties as to the suitability or fitness of the goods for any particular purpose, irrespective of whether such purpose is known to the Company. The Company shall, however, pass on to the Buyer the benefit of any manufacturer’s warranty applicable to the goods.
6. Deliveries and Risk
The Company shall make reasonable efforts to deliver goods or complete services on or around the date and to the location specified in the quotation or Order. However, such dates are estimates only and time for delivery is not of the essence.
The Company shall not be liable for any loss, damage, or expense arising from delays in delivery or completion of services. Risk in the goods shall pass to the Buyer upon despatch, irrespective of whether legal title remains with the Company.
7. Irregularities, Defects, and Returns
The Buyer must inspect all goods upon receipt. Any claim for defective goods, shortages, breakages, non-delivery, or other irregularities must be submitted in writing to the Company within seven (7) calendar days of delivery, or in the case of non-delivery, within seven (7) days of the date of the advice note or invoice—whichever is earlier.
Goods reported as defective within this timeframe must be unused and, where applicable, returned in their original packaging with proof of purchase. All returns are subject to the prior written approval of the Company.
Non-defective goods may only be returned with the Company’s express prior written consent. Returned non-defective items shall attract a handling charge of 20% of the invoiced value. All returned items must be:
- Unused,
- Undamaged,
- In original packaging, and
- Accompanied by valid proof of purchase.
The Buyer shall bear all return shipping costs and shall remain responsible for any loss or damage during transit, both to and from the Company.
Defective Goods: The Company reserves the right, at its sole discretion, to repair, replace, or reimburse defective goods, provided the defect is reported in writing within seven (7) days of delivery. Such remedies are limited to the original invoiced value.
Damaged Goods: Any goods received in a damaged condition must be reported to the Company immediately upon delivery for remedial action.
Exclusions: No refunds shall be issued for digital products once delivery has occurred.
Where defects are identified within six (6) months of delivery and arise from faulty design, materials, or workmanship (excluding fair wear and tear), and where the Buyer has used and maintained the goods appropriately, the Company will, at its absolute discretion, repair or replace the goods. If repair or replacement is not feasible, the Company may issue a refund not exceeding the invoiced value. All returns must be authorised in writing in advance by the Company.
8. Limitation of Liability
Nothing in these Conditions shall exclude or limit the Company’s liability for:
- death or personal injury caused by its negligence;
- fraud or fraudulent misrepresentation;
- breach of statutory obligations under section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982.
Subject to the above, the Company shall have no liability for:
- Minor or insignificant defects that do not materially impair the use of the goods or services;
- Defects arising from improper use, failure to follow instructions, or unauthorised modifications; or
- Use of the goods with components not authorised by the Company.
The Company shall not be liable for indirect or consequential loss or damage including, but not limited to, loss of profits, business interruption, loss of goodwill, or damage to trading relationships.
The Company’s total liability to the Buyer shall not exceed 125% of the invoiced value of the goods or services under the relevant contract.
The Buyer shall indemnify and keep indemnified the Company from and against any claims made by third parties in connection with the goods, including but not limited to claims arising from damage or injury.
9. Force Majeure
A “Force Majeure Event” shall mean any circumstance beyond the reasonable control of either party, including but not limited to strikes, industrial action, war, terrorism, civil unrest, fire, flood, epidemic, natural disaster, or failure of suppliers or transport services.
If a Force Majeure Event prevents or delays the Company’s performance, the Company shall not be liable to the Buyer for such delay or failure. The Company may either cancel the affected contract (or any part thereof) or extend the time for performance by a reasonable period after the Force Majeure Event ceases.
10. Insolvency
Should the Buyer experience an “Insolvency Event” (including but not limited to the appointment of a receiver, administrator, liquidator, composition with creditors, or inability to pay debts as they fall due), the Company may, without prejudice to any other rights:
- retain title to any goods;
- suspend or cancel any deliveries; and
- declare all outstanding sums immediately due and payable.
In such circumstances, the Buyer or its appointed agent shall immediately return all goods in their original condition to the Company.
11. Intellectual Property
All Intellectual Property Rights (as defined below) subsisting in or relating to the Company’s goods, services, designs, drawings, software, concepts or other materials shall remain the sole and exclusive property of the Company. The Buyer shall not, nor shall it permit others to, use such rights without the Company’s prior written consent.
“Intellectual Property Rights” includes all current and future rights (registered or unregistered) in patents, copyright, trade marks, design rights, database rights, confidential information, know-how and all similar rights globally.
Where goods are manufactured to the Buyer’s specifications, the Buyer warrants that such specification does not infringe the rights of any third party and shall fully indemnify the Company against any associated losses, damages, or claims, including legal and professional costs.
12. Assignment
The Buyer shall not assign, transfer, or sub-contract any part of the contract without the prior written consent of the Company.
13. Governing Law and Jurisdiction
These Conditions, and any disputes or claims (including non-contractual disputes or claims) arising out of or in connection with them or their formation, shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.