Terms & Conditions


1.1. All contracts between Portman Stone Ltd of 1 Airfield Way Christchurch BH23 3PE

(Portman Stone) and the person who purchases goods from Portman Stone (the Customer)

shall be on these conditions of sale to the exclusion of all other terms and conditions

(including any terms and conditions which the Customer purports to apply under any

purchase order, confirmation of order, specification or other document) and no terms or

conditions endorsed on , delivered with or contained in the Customer’s order, specification

or other document will form part of the contract simply as a result of such document being

referred to in the contract.

1.2. These terms and conditions and the documents referred to in them constitute the

whole agreement and understanding of the parties and supersede any previous arrangement,

understanding or agreement between them relating to the subject matter of this agreement.

1.3. Each party acknowledges that, in entering into this agreement, it has not relied on any

statement, representation, assurance or warranty (whether made negligently or innocently)

other than those expressly set out in these terms and conditions, or the documents

referred to in it.

1.4. Each party agrees that all liability for and remedies in respect of any representations are

excluded except as expressly provided in these terms and conditions.

1.5. Nothing in this clause shall limit or exclude any liability for fraud.

1.6. No variation or addition to these conditions shall be binding unless agreed in writing by

the authorised representatives of the Customer and Portman Stone.


2.1. Each order for goods submitted by a Customer (Order) shall be deemed to be a

separate offer by the Customer to purchase goods on these terms and conditions, which

Portman Stone shall be free to accept or decline at its absolute discretion.

2.2. No Order shall be deemed to be accepted by Portman Stone until it issues a formal

written order acknowledgement.

2.3. Following receipt of an Order Portman Stone may issue a formal written order

acknowledgement, which will confirm the relevant specification details and price and be

deemed to be an offer by Portman Stone to sell the goods subject to these conditions. It

will be the responsibility of the Customer to ensure that this acknowledgement correctly

reflects their requirements, and the Customer shall signify acceptance of Portman Stone’s

offer to sell the goods by returning a signed copy of the order acknowledgement or the

receipt of the deposit referred to in the order acknowledgement.

2.4. The quality, quantity and specification of the goods shall be those set out in the order

form, subject always to the following.

2.4.1. All natural stone, quartz and sintered materials supplied are sold subject to their

individual properties, and can present natural markings, veining, variations in colour, cracks,

vents, chips and surface pits. These are supplied filled, cramped, stopped or reinforced

where necessary and no claim on this account can be made.

2.4.2. When samples have been submitted exact resemblances of the product supplied to

the sample cannot be guaranteed.

2.4.3. Any descriptions of material offered are for guidance only and do not imply suitability

for any particular purpose.

2.4.4. All thickness quoted is nominal and no liability is accepted for reasonable variations of

whatsoever nature.

2.4.5. All off cuts and all sale materials sold as seen.

2.4.6 Deposits taken by Portman Stone are fully refundable within 7 days minus any thirdparty

costs which may be incurred such as restocking and delivery fees. After 7 days,

Portman Stone will charge an administration fee of £50.00.


3.1. The price for the goods is the price stated in Portman Stone’s order acknowledgement.

Unless otherwise stated, all prices are given exclusive of VAT which will be chargeable at

the rate applicable at the time of delivery.

3.2. [The prices for the goods are exclusive of the costs of packaging, insurance and carriage

of the goods, which shall be paid by the Customer.]


4.1. Customers without an account with Portman Stone will be required to make

payment as follows.

4.1.1. If earlier the date on which Portman Stone has tendered delivery.

4.2. Customers with an account with Portman Stone will be required to make payment

within thirty days of the date of invoice which will be submitted to the Customer on or

after delivery of the goods or if earlier the date on which Portman Stone has tendered


4.3. Time for payment is of the essence.

4.4. No payment shall be deemed to have been received until Portman Stone has received

cleared funds.

4.5. All payments payable to Portman Stone shall become due immediately upon termination

of the contract despite any other provision.

4.6. The Customer shall make payments due under these conditions without deduction

whether by way of set-off, counterclaim, discount, abatement or otherwise.

4.7. Portman Stone reserves the right to charge interest at the rate of 1.5% per month on

unpaid balances (whether before or after any judgement).


5.1. Delivery of goods shall be made by Portman Stone as follows:

5.1.1. For goods being installed by Portman Stone, on the date of completion of such


5.1.2. For other goods, upon physical delivery by Portman Stone or collection by the

Customer or authorised agent from Portman Stone within 14 days of Portman Stone giving

notice that the goods are ready for delivery.

5.1.3. Any dates quoted for delivery of the goods are approximate only and Portman Stone

shall not be liable for any delay in delivery of the goods howsoever caused. Delays in the

deliver of an Order shall not entitle the Customer to:

(a) refuse to take delivery of the Order; or

(b) claim damages; or

(c) terminate this agreement.

Time for delivery shall not be of the essence of the contract unless expressly agreed by

Portman Stone in writing. Portman Stone shall have no liability for any failure or delay in

delivering an Order to the extent that such failure or delay is caused by the Customer’s

failure to comply with its obligations under these terms and conditions. Portman Stone shall

not be liable for failure to deliver the goods if the failure is due to reasons beyond Portman

Stone’s reasonable control.

5.2. If for any reason the Customer will not accept the delivery of the goods when they are

ready for delivery, Risk in the goods will pass to the Customer, the goods will be deemed to

have been delivered and Portman Stone may store

the goods until delivery whereupon the customer will be liable for all related costs

(including storage and insurance).


6.1. Risk of damage to or loss of the goods shall pass to the Customer at the time

of delivery or, if the Customer wrongly fails to take delivery of the goods, the time when

Portman Stone has tendered delivery of the goods and Portman Stone may store the goods

until actual delivery whereupon the Customer will be liable for all related costs (including

storage and insurance).

6.2. Notwithstanding any other provision of these conditions, the property in the goods

shall not pass to the Customer until Portman Stone has received full payment for the goods

and all other sums which are, or which become due to Portman Stone from the Customer

for sales of goods or on any account.

6.3. Until such time as the property in the goods passes to the Customer, the Customer

shall hold the goods on a fiduciary basis as Portman Stone’s bailee and store the goods at its

own cost separately from its own goods and those of third parties so that they remain

readily identifiable as the property of Portman Stone, not remove, deface or obscure any

identifying mark or packaging on or relating to such goods and shall keep the goods insured

on Portman Stone’s behalf to their full replacement value and (and provided the goods are

still in existence and have not been re-sold) Portman Stone shall be entitled at any time to

require the Customer to deliver up the goods to Portman Stone, and if the Customer fails

to do so forthwith, to enter upon any premises of the Customer or any third party where

the goods are stored and repossess the goods. If the Customer shall have re-sold the goods,

the proceeds of such sale shall be held by the Customer as trustee for and to the account of

Portman Stone. Portman Stone shall be entitled to trace into the proceeds of sale of the

goods to the fullest extent permitted by law.

6.4. The Customer shall maintain such goods in satisfactory condition and keep them

insured on behalf of Portman Stone against all risks with an insurer that is reasonably

acceptable to Portman Stone. The Customer shall obtain an endorsement of Portman

Stone’s interest in the goods on its insurance policy, subject to the insurer being willing to

make the endorsement. On request the Customer shall allow Portman Stone to inspect

such goods and the insurance policy.


7.1. Subject to condition 2.4 above and the conditions set out below Portman Stone

warrants that the goods will correspond with their description at the time of delivery.

7.2. Portman Stone shall be under no liability in respect of any defect in the goods arising

from any drawing, design, specification or template supplied by or on behalf of the


7.2.1. Portman Stone shall be under no liability in respect of any defect arising from fair

wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow

Portman Stone’s instructions (whether oral or in writing), misuse or alteration or repair of

the goods without Portman Stone’s approval.

7.3. Subject as expressly provided in these conditions all warranties, conditions or other

terms implied by statute or common law are excluded to the fullest extent permitted by


7.4. Where the goods are sold under a consumer transaction (as defined in the Consumer

Transactions (Restrictions on Statements) Order 1976) the statutory rights of the

Customer are not affected by these conditions.

7.5. Any claim by the Customer which is based on any defect in the quality or condition of

the goods or failure of the goods to correspond with their description shall (whether or not

delivery is refused by the Customer) be notified to Portman Stone within three days from

the date of delivery. If delivery is not refused, and the Customer does not notify Portman

Stone accordingly and allow Portman Stone reasonable opportunity, after receiving notice,

of examining the goods, the Customer shall not be entitled to reject the goods and Portman

Stone shall have no liability for such defect or failure, and the Customer shall be bound to

pay the price as if the goods had been delivered in accordance with the contract.

Furthermore, Portman Stone shall not be liable for any such defect or failure if the

Customer makes any further use of the goods after giving such notice.

7.6. Where the Customer deals as a consumer, the provisions of section 35 of the Sales of

Goods Act 1979 (as amended) shall replace the provisions referred to in clause 7.5 above.

7.7. Where any valid claim in respect of the goods which is based on any defect in the

quality or condition of the goods or their failure to match their description is notified to

Portman Stone in accordance with these conditions, Portman Stone shall be entitled to

replace the goods (or the part in question) free of charge or, at the discretion of Portman

Stone, refund to the Customer the price of the goods (or a proportionate part of the price)

but Portman Stone shall have no further liability to the Customer.

7.8. Subject to this condition 7, the following sets out the entire financial liability of Portman

Stone (including any acts or omissions of employees, agents or sub-contractors). Except in

respect of death or personal injury caused by Portman Stone’s negligence, Portman Stone

shall not be liable to the Customer by reason of any misrepresentation (unless fraudulent)

or any implied warranty condition or any other term, or any duty at common law, or under

the express terms of contract, for any indirect, special or consequential loss or damage

(whether for loss of profit or otherwise) cost, expenses or other claims for compensation

whatsoever (whether caused by the negligence of Portman Stone, its employees or agents

otherwise) which arise out of or in connection with the supply of the goods, their

installation by Portman Stone or their use, and the entire liability of Portman Stone under or

in connection with the contract shall not exceed the price of the goods actually paid by the

Customer, except as expressly provided in these conditions.

7.9. Portman Stone shall not be liable to the Customer or be deemed to be in breach of the

contract by reason of any delay in performing, or any failure to perform any of Portman

Stone’s obligations in relation to the goods, if the delay or failure was due to any cause

beyond the reasonable control of Portman Stone, including but not limited to strikes,

lockouts, trade disputes, import or export regulations or embargoes and difficulties in

obtaining raw materials.


8.1. Portman Stone reserves the right to change these terms and conditions from

time to time and when they affect current Customer orders Portman Stone will advise the

Customer accordingly in sufficient time to allow the Customer to amend or terminate the

contract by written notice.


9.1. A party shall be entitled to terminate this agreement with immediate effect by

giving written notice to the other party if:

9.1.1. The other party fails to pay any undisputed amount due under this agreement on the

due date for payment and remains in default not less than 14 days after being notified in

writing to make such payment; or

9.1.2. The other party commits a material breach of its obligations under this agreement and

(if such breach is remediable) fails to remedy that breach within a period of 30 days after

receipt of notice in writing requiring it to do so; or

9.1.3. The other party commits a series of persistent minor breaches which when taken

together amount to a material breach; or

9.1.4. The other party suspends, or threatens to suspend, payment of its debts or is unable

to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to

pay its debts within the meaning of section 123 of the Insolvency Act 1986; or

9.1.5. The other party commences negotiations with all or any class of its creditors with a

view to rescheduling any of its debts, or makes a proposal for or enters into any

compromise or arrangement with its creditors other than for the sole purpose of a scheme

for a solvent amalgamation of that other party with one or more other companies or the

solvent reconstruction of that other party; or

9.1.6. A petition is filed, a notice is given, a resolution is passed, or an order is made, for or

in connection with the winding up of that other party other than for the sole purpose of a

scheme for a solvent amalgamation of that other party with one or more other companies

or the solvent reconstruction of that other party; or

9.1.7. A creditor or encumbrancer of the other party attaches or takes possession of, or a

distress, execution, sequestration or other such process is levied or enforced on or sued

against, the whole or any part of its assets and such attachment or process is not discharged

within 14 days: or

9.1.8. An application is made to court, or an order is made, for the appointment of an

administrator or if a notice of intention to appoint an administrator is given or if an

administrator is appointed over the other party; or

9.1.9. A floating charge holder over the assets of that other party has become entitled to

appoint or has appointed an administrative receiver; or

9.1.10. A person becomes entitled to appoint a receiver over the assets of the other party

or a receiver is appointed over the assets of the other party; or

9.1.11. Any event occurs, or proceeding is taken, with respect to the other party in any

jurisdiction to which it is subject that has an effect equivalent or similar to any of the events

mentioned in clause 9.1.4 to clause 9.1.10 (inclusive); or

9.1.12. The other party ceases, or threatens to cease, to carry on all or substantially the

whole of its business; or

9.1.13. There is a change of control of the other party (within the meaning of section 1124

of the Corporation Tax Act 2010).

9.2. Termination of this agreement shall not prejudice any of the parties’ rights and remedies

which have accrued as at termination.

9.3. On termination of this agreement each party shall promptly return to the other party all

equipment, materials and property belonging to the other party that the other party had

supplied to it in connection with the supply and purchase of the goods under this


9.4. On termination of this agreement the following clauses shall survive and continue in full

force and effect:

9.4.1. Clause 7.8 (Limitation of liability);

9.4.2. Clause 9.3 (Obligations on termination);

9.4.3. Clause 10.6 (Governing law and jurisdiction).


10.1. Any notice required or permitted to be given by either party to the

other under these conditions shall be in writing addressed to that other party at its

registered office or principal place of business or where a person is dealing as a consumer at

such address as may at the relevant time have been notified pursuant to this provision to

the party giving the notice.

10.2. Any waiver of any right under this agreement is only effective if it is in writing and it

applies only to the party to whom the waiver is addressed and to the circumstances for

which it is given.

10.3. No waiver by Portman Stone of any breach of the contract by the Customer shall be

considered as a waiver of any subsequent breach of the same or any other provision.

10.4. No failure to exercise or delay in exercising any right or remedy provided under this

agreement or by law constitutes a waiver of such right or remedy nor shall it prevent any

future exercise or enforcement of such right or remedy.

10.5. No single or partial exercise of any right or remedy under this agreement shall prevent

or restrict the further exercise of that or any other right or remedy.

10.6. If any provision of these terms and conditions is held by any competent authority to be

invalid or unenforceable in whole or in part the validity of the other provisions of these

conditions and the remainder of the provision in question shall not be affected.

10.7. The Customer shall not be entitled to assign the contract or any part of it or transfer

or sub-contract any of its rights, benefits or obligations under these terms and conditions

without the prior written consent of Portman Stone.

10.8. The parties do not intend that any term of this contract will be enforceable by virtue

of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

10.9. The contract shall be governed by the laws of England and the Customer agrees to

submit to the non-exclusive jurisdiction of the English courts.

10.10. If the Customer fails to notify Portman Stone of a delay to the agreed-upon

templating or fitting date, Portman Stone reserve the right to charge a fee of up to £250.00

to reschedule any appointments. Not including any other costs incurred by Portman Stone

which may be added.

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