Terms

BUYER & SELLER TERMS AND CONDITIONS

 

GENERAL TERMS

IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE ENTERING INTO THIS AGREEMENT: This Agreement is a legal agreement between you or the business you represent (“the Business”) and Stonelocator which is a trading division of Dales of Thirsk Ltd reg no.

 

BACKGROUND

Stonelocator is a website which is a marketplace for the sellers of natural stone to list their offcuts and for buyers to search and buy these products.

STONE LOCATOR DOES NOT OWN ANY MATERIALS FOR SALE ON THE WEBSITE _ THE WEBSITE IS A MARKET PLACE TO LINK BUYERS WITH SELLERS

THE BUYER BUYS FROM THE SELLER OF THE STONE AND THE SELLER OF THE STONE PAYS A COMMISSION TO STONELOCATOR

ALL PAYMENTS ARE MADE VIA PAYPAL AND YOU SHOULD BE AWARE THAT CHARGES ARE MADE FOR PAYMENTS SEE PAYPAL WEBSITE FOR DETAILS

http://paypal.com/

The buyer is responsible for collecting the stone and for checking it that is as advertised by the seller.

BY CLICKING ON THE “ACCEPT” BUTTON BELOW YOU AGREE TO THE TERMS OF THIS USER AGREEMENT WHICH WILL BIND YOU AND THE BUSINESS YOU REPRESENT (INCLUDING YOUR EMPLOYEES).  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, WE ARE NOT ABLE TO GRANT YOU ACCESS TO THE SERVICE AND YOU MUST DISCONTINUE THE ACCESS PROCESS OR CLICK ON THE “REJECT” BUTTON BELOW.  IN THIS CASE THE ACCESS PROCESS WILL TERMINATE
When used in this Agreement, “we”, “us” means stonelocator.  If there is any conflict between these General Terms and any applicable Special Terms, the Special Terms shall apply.

 

SERVICE VIA THE INTERNET

3.1    The Business acknowledges that stonelocator is made available over the web and hosted by a third party so that no hosting can be guaranteed and Stonelocator therefore shall have no liability to the Business in respect of access difficulties which result from hosting issues or internet availability issues. 

3.2    Stonelocator warrants that it shall use all reasonable endeavours to provide normal services. 

3.3    The Business acknowledges that stonelocator has the right to sub-contract the hosting of the Service and/or provision of any helpline facilities but that such delegation shall not affect stonelocator’s liability to the Business as set out in this Agreement. 

 

FEES, PAYMENT TERMS & CHARGEBACKS

All prices on the site are including VAT

The payment method is as follows

Buyer sees stone on the site they want to buy at say £100 – they proceed to put into their shopping cart.

Only one stone can be purchased at a time (as each stone may be from different sellers)

So buyer puts stone in cart for £138 – he then proceeds to checkout where

It shows the vat and total to be paid of £138 and the delivery address

You then proceed to pay and go to PAYPAL

The buyer pays £138

The seller receives £120 inc of VAT via paypal into his paypal id a/c

Stonelocator receives £18 inc of VAT as commision via paypal into his paypal id a/c- the commission rate  being 15% of the selling price inc of vat. The commission rate may vary in the future

VAT is at current rate of 20%

The seller provides the buyer with a VAT receipt/invoice

We are checking with an accountant ref the seller issuing a sales receipt for £138 inc VAT and then the seller receives a purchase receipt from stonelocator for £18 inc VAT- to see if that is acceptable- seller receives £120 in his account- money is Ok I think but need an answer on the VAT

 

USE AND BUSINESS OBLIGATIONS

5.1.3.    the Business shall use stonelocator strictly in accordance with the User agreement and shall not:

5.1.3.1    attempt to duplicate, modify or distribute any portion of the Service; or

5.1.3.2    attempt to reverse decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the applications, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or

5.1.3.3    upload, store, distribute or transmit any material through the Service that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; that facilitates illegal activity; that depicts sexually explicit images; that promotes unlawful violence, discrimination based on race, gender, skin colour, religious belief, sexual orientation, disability, or any other illegal activities; or

5.1.3.4    transfer, temporarily or permanently, any of its rights under this Agreement; or

5.1.3.5    attempt to access, or assist others in accessing, the Service other than via agreement with stonelocator; or

5.1.3.6    attempt to obtain, or assist others in obtaining, access to the stonelocator Service, other than as provided under this clause 5.

5.1.4.    where stonelocator considers that the Business is in  breach of the provisions of this clause, stonelocator reserves the right, without liability to the Business, to disable the Business’s access to the stonelocator Service

5.2    stonelocator shall have no responsibility for any failure to access or use the Service which results from the Business’s misuse, adaptation, mutation or incorrect application of the stonelocator Service.

 

INTELLECTUAL PROPERTY RIGHTS

6.2    Stonelocator which is trading division of Dales of Thirsk Ltd own all intellectual property rights in the stonelocator website.  Except as expressly stated herein, this agreement does not grant the Business any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade  marks (whether registered or unregistered), or any other rights or licences in respect of stonelocator.

 

MONITORING & REMOVAL OF REGISTRATION

7.1    In entering into this Agreement, the Business acknowledges that stonelocator may monitor the content displayed on the site by the Business.

7.2    Stonelocator shall be entitled to de-activate your stone locator buyer or seller registration including de-activating any Site and use of Applications if stonelocator is made aware of any circumstances which result in Stonelocator believing (in its sole reasonable opinion) that such Business is breaching its obligations under this Agreement or that the Content infringes any terms of this Agreement including but not limited to the stonelocator user agreement. 

For example if the seller feedback is poor or if the stone provided is different to that listed and sold or if the stone sold is unavailable. Another example may be if the buyer doesn’t turn up to collect the stone for an unreasonable period of time.

 

THIRD PARTY PROVIDERS

8.1    The Business acknowledges that the stonelocator buyer and seller services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk.  Stonelocator makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Business, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Business and the relevant third party, and not  stonelocator. Stonelocator recommends that the Business refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website.  stonelocator does not endorse or approve any third-party website nor the content of any of the third-party website.

 

REPRESENTATIONS

11.1    The Business represents and warrants to us that:

11.11.1.    it is duly organised, validly existing and in good standing under the laws of the country or state in which the Business is registered;

11.11.2.    the Business has all requisite right, power and authority to enter into this Agreement and perform its obligations and grant the rights, licenses and authorisations it grants hereunder; and

11.11.3.    the Business and all of its subcontractors, agents and suppliers will comply with all applicable laws in the performance of its obligations and exercise of its rights under this Agreement

 

TERM AND TERMINATION

13.1    We may terminate or suspend this Agreement immediately by notice to the Business for any reason at any time.

 

WARRANTIES AND LIABILITY

14.7    In no event will stonelocatorbe liable for any indirect, consequential, incidental or special damage or loss or any kind, nor for any loss of profit, loss of contracts, business interruption, loss of or corruption to data or loss or waste of staff time howsoever caused and whether arising under contract, tort (including negligence) or otherwise.

14.8    stonelocator’s liability for direct loss caused by its negligence or breach of contract, and its liability if any exclusion, disclaimer or other provision contained in this Agreement is held invalid for any reason and stonelocator becomes liable for loss or damage that could otherwise be limited, whether in contract, negligence or otherwise, will not exceed at anytime the total amount paid for the piece of stone on the transaction giving rise to the claim by the Business.

 

INDEMNITY

16.1    The Business shall defend, indemnify and hold harmless stonelocator against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees (including such costs as a consequence of taking control of the defence as referred to below ) (each a “Claim”) arising out of or in connection with:

16.1.1     the Business’s use of the stonelocator website:

16.1.2    any actual or alleged breach of any obligations in this Agreement;

16.1.3    any sales channels owned or operated by the Business,

16.1.4    the goods and services (including the offer, sale, fulfilment, refund, adjustment, or return thereof) by the Business,

 

TAX

As between the parties, the Business will be responsible for the collection and payment of any and all Business Taxes, the filing of all relevant VAT returns and issuing VAT invoices/credit memos where required. You agree that ……………. is not obliged to determine whether VAT or other taxes apply to any sale of any goods and services sold by the Business and Stonelocator is not responsible for collecting, remitting or reporting any VAT or other taxes arising from such sale.  Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of all value added, sales, use and similar taxes, and the Business will pay any taxes that are imposed and payable on such amounts.  If we are required by law or by administration thereof to collect any value added, sales, use or similar taxes from the Business the Business will indemnify Stonelocator for all such taxes and related costs, expenses and charges.

 

USE OF STONELOCATOR’S TRANSACTION INFORMATION

18.1    The Business will not, and will cause its affiliates not to, directly or indirectly:

18.1.1    disclose or convey any Stonelocator Transaction Information (except the Business may disclose this information as necessary for the Business to perform its obligations under this Agreement and provided that the Business ensures that every recipient uses the information only for that purpose and complies with the restrictions applicable to the Business related to that information);

18.1.2    use any Stonelocator Transaction Information for any marketing or promotional purposes whatsoever (except as permitted below), or otherwise in any way inconsistent with our or the Business’ Privacy Policies or applicable law;

18.1.3    contact a person that has ordered goods and services from the Business that have been paid for through the Stonelocator Service with the intent to collect any amounts in connection therewith, to influence such person to make an alternative purchase, or to harass such person;

18.1.4    defame Stonelocator, our affiliates, or Other Stonelocator Businesses or any of their or our respective products or services or any of their or our respective customers; or

 

FORCE MAJEURE

Stonelocator shall have no liability to the Business under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving Stonelocator’s workforce or the workforce of another party), failure of a utility service or transport network, act of God, riot, war, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Business is notified of such an event and its expected duration.

 

CONFIDENTIALITY

20.1    Each party undertakes that it shall not at any time during this Agreement and for a period of three (3) years after its termination disclose to any individual any Confidential Information of the other party excepting always that:

20.1.1    each party may disclose the other party’s Confidential Information to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement.  Each party shall ensure that its employees, officers and representatives or advisers to whom it discloses the other party’s Confidential Information comply with this clause 13; and

20.1.2    each party may disclose the other party’s Confidential Information where required to do so by law, court order or any governmental or regulatory authority.

20.2    Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.

 

WAIVER

A 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.

 

SEVERANCE

22.1    If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

22.2    If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

 

ENTIRE AGREEMENT

23.1    This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
 
23.2    Each party, upon entering into this Agreement, acknowledges and agrees that it does not rely on any undertaking, promise, assurance, statement representation, warranty or understanding (whether in writing or not) of any person (whether a party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

 

ASSIGNMENT

24.1    The Business shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement without first obtaining Stonelocator’s express written consent to do so.

24.2    Stonelocator may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights under this Agreement.

 

MISCELLANEOUS

25.1    Nothing in this Agreement is intended to or shall operate to create a partnership or relationship of agent and principal between the parties and neither party shall have the authority to bind the other in any way.

25.2    Any notice or required to be given under this Agreement shall be in writing and shall be delivered personally,  or sent by email, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at the addresses for each party set out in Section 4 (Parties).

25.3    This Agreement is made for the benefit of the parties to it (and any permitted assigns) and it is not intended to benefit or be enforceable by anyone else.

25.4    This Agreement is governed by the laws of England and the parties to it agree to submit exclusively to the jurisdiction of the English courts.