2. CONDITIONS APPLICABLE
2.1 These Conditions shall apply to all contracts for the sale of Goods by the Company to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions. No order placed by the Buyer shall be deemed to be accepted by the Company until a written confirmation of order is issued by the Company. The contract is made to the extent set out in the confirmation of order.
2.3 Cancellation of the contract by the Buyer must be received in writing by the Company. When the Company has confirmed the order in writing, the cancellation of the order may not be possible without a charge to the Buyer. The Company reserves the right to apply the cancellation charge, which will be communicated to the Buyer at the time of cancellation.
2.4 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.5 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Company.
3. THE PRICE AND PAYMENT
3.1 The Price shall be the Company’s quoted price. The Price is exclusive of VAT which shall be due at the rate current at the date of the Company’s invoice. Unless specified to the contrary, the Price will be inclusive of normal delivery charges.
3.2 If the Price is not specially agreed, then the Price will be based on the Company’s current price list, valid at the point the order was confirmed in writing, net of the Buyer’s normal purchasing discount.
3.3 Payment of the Price and VAT shall be due in accordance with the Terms of Payment.
3.4 Where the Buyer fails to pay in accordance with the Terms of Payment, the Company reserves the right to rely upon the Late Payment of Commercial Debts (Interest) Act 1998, as applicable. For all other instances of late payment, the Company reserves the right to levy interest from the date on which payment becomes due until the date payment is received at the rate of 2.5 % above HSBC Plc's base rate, from time to time in force.
3.5 The Company reserves the right to refer the Buyer to debt collection agency if the Buyer fails to make payment according to agreed Terms of Payment.
4. THE GOODS
The quantity and description of the Goods shall be as set out in the Company’s order confirmation.
5. WARRANTIES AND LIABILITY
5.1 The Company warrants that the Goods will at the time of delivery be of satisfactory quality within the meaning of the Sale of Goods Act 1979 and will correspond to the description given by the Company. All other warranties, conditions and/or terms relating to fitness for purpose, merchantability or condition of the Goods, whether implied by statute. By common law or otherwise, are expressly excluded.
5.2 The Buyer undertakes to examine the goods and to notify the Company immediately in writing of any perceived defects, wrong quantities or other errors on delivery. Where a defect first becomes apparent after delivery, the Buyer must notify the Company in writing immediately.
5.3 For the avoidance of doubt, when using the Goods the Buyer must consider their compatibility with other components in the overall flooring construction, the site conditions, methods of application, the Product Data Sheet and all other factors relevant to the proper use and application of the Goods. In the event of any dispute, the Company reserves the right to rely upon such factors, including the professional judgment of the user and his/her conformity to proper trade practice and compliance with relevant British Standard of installation, in their defence, along with all other factors outside the Company’s control.
5.4 The Buyer must store the product as specified on the label and the Product Data Sheet.
5.5 The installation must be carried out precisely in accordance with the instructions and recommendations published in the current Product Data Sheet and/or all other technical data relevant to the floor covering and other materials.
5.6 The Company’s total liability to the Buyer in contract, tort or otherwise, shall be limited to the Price. The Company shall not be liable to the Buyer for loss of profit or business howsoever arising whether direct, indirect or consequential, nor for any claims for compensation which arise out of the performance of or in connection with any third party contract, agreement or claim.
5.7 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or for any matter, where it would be illegal for the Company to exclude, or attempt to exclude its liability.
6. DELIVERY OF THE GOODS
6.1 Time shall not be of the essence.
6.2 Orders received before 3.00pm on a working day will normally be processed on the same day and normally delivered within 3 working days.
6.3 Orders received after 3.00pm on a working day will normally be processed on the following working day and normally delivered within 3 working days of the order being processed.
6.4 Where the delivery is requested for the next working day, the order must be placed by the Buyer and received by the Company before 1.00pm on the preceding working day and will only be accepted once written confirmation has been sent by the Company. Next day deliveries are subject to additional freight charges, see clause 6.10 below.
6.5 Special requirements, such as the need for a tail lift, should be notified at the time of the order. The tail lift charge for 1 - 5 pallets is £15.00 per pallet. For orders of 6 pallets or more, or for orders above 3750kg, the charge is £30.00 per pallet.
6.6 Once the order is processed, confirmation will be sent to the Buyer. This should be checked by the Buyer to ensure that all details are correct. The Company should be notified immediately of any changes/corrections. The Company will not be liable for any discrepancies between the order and the order confirmation which were not identified by the Buyer as being incorrect at the time of the order confirmation. Subsequent amendments by the Buyer to the original order will be processed as quickly as possible but these may have to be treated as a new order (which may incur additional costs, depending upon order size and delivery requirements).
6.7 Orders will only be processed for Buyers trading within agreed credit limits. The Company reserves the right to cancel orders in the event of suspected Buyer insolvency.
6.8 Trade and independent references may be sought when prospective purchasers and/or Buyers seek to open new accounts.
6.9 Delivery will normally be free of charge to mainland UK, Republic of Ireland and Northern Ireland.
6.10.1 For all other deliveries, the following charges will apply:
I. Next day or fixed day delivery charge is £30.00.
II. Saturday delivery charge is £40.00 in addition to the above where applicable.
III. AM, PM or timed delivery charge is £20.00 in addition to the above.
IV. Delivery charge to any address that is not a customer's pre-defined delivery address is £100.00 in addition to any other applicable delivery charge.
V. Orders below £600.00 net after discount will incur an admin charge of £50.00 in addition to the above (excluding Wolff and Codex brands, see 6.11 below)
6.10.2. Price on application will apply for:
I. Out of hours deliveries (before 9.00am and after 5.00pm).
II. Deliveries outside UK mainland, excluding Ireland and Northern Ireland.
III. Special truck: Moffett, silver gold FORS, HIAB etc
IV. Dedicated deliveries - where transport network is not able to accommodate the delivery.
V. Same day deliveries.
VI. Sunday deliveries.
6.10.3. We reserve the right to charge for excessive waiting time for unloading of goods and for failed deliveries. We will notify you of any charges that are applicable at the time of the delivery where possible.
6.11 For orders for WOLFF and CODEX:
I. Minimum order value: £250.00 net. Orders below that amount will incur an admin charge of £30.00.
II. For deliveries below £100.00 the Company will charge admin costs of £15.00.
6.12 Where possible, the Buyer will be notified of any additional charges, prior to delivery.
6.13 All deliveries must be examined upon delivery. The Buyer’s (or its carrier’s) receipt shall be conclusive evidence of delivery. Any shortages, loss or damage on delivery should be stated on the Proof of Delivery (POD) be immediately reported to the Company. All PODs must be signed for at the time of delivery.
6.14 Delivery of the Goods shall be made to the address requested by the Buyer at the time the order was placed. The Company reserves the right to apply additional charges and/or to change the delivery date as the Company deems appropriate in the event that the Buyer changes the delivery address at any time after the placing of the order.
6.15 The Buyer shall make all arrangements necessary, including access and offloading facilities, to take delivery of the Goods whenever they are tendered for delivery.
6.16 The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, war or national emergency, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or restraints, delays affecting carriers, inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 6 months, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
7. RETURNING OF THE GOODS
7.1 Subject to the provisions of clause 6.13 and clause 10, after delivery of Goods supplied in accordance with the Buyer's order, whether to their premises or elsewhere, the Goods may not be returned to the Company without the prior consent of an officer of the Company, such consent to be provided in writing. In the event of such consent, the Goods shall be resold and all costs incurred in collecting and restoring to the original condition will be deducted from the Buyer’s credit. In the event that the Goods cannot be resold, the Company reserves the right to charge the cost of their disposal to the Buyer.
8. TITLE AND RISK
8.1 The title of the goods supplied remain the property of the Company until the Company has received in full all sums due to it in respect of the Goods and all other sums which are or which become due to the Company from the Buyer on any account.
8.2 All-risk shall pass to the Buyer on delivery of the Goods.
9. REMEDIES TO THE BUYER
9.1 The Buyer must give written notice of any defects in the Goods to the Company. If the defect is as a result of damage in transit to the Buyer, the Buyer must give written notice within 14 days of the date of delivery. The Buyer must also give the Company a reasonable opportunity to examine such Goods.
9.2 The Company expressly excludes any liability arising from the use of any Goods identified as defective by the Buyer, whether in accordance with clause 10.1 or otherwise. Furthermore, the Company shall not be liable for any defect that arises because the Buyer failed to follow the Company’s oral or written instructions including the instructions and recommendations as set out at clause 5 or if the Buyer alters or repairs the Goods without the written consent of the Company.
9.3 Subject to conditions 9.1 and 9.2, the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company’s expense, return the Goods (or the defective part) to the Company.
9.4 Subject to the other provisions of these Conditions, the Company shall not be liable to the Buyer for late delivery or short delivery of the Goods.
10. GOVERNING LAW AND JURISDICTION
10 .1This contract and any dispute or claim arising out of or in connection with it or its subject matter or formation is subject to the law of England and Wales.
10.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this contract.
11. THIRD PARTY RIGHTS EXCLUSION
A person who is not a party to this contract shall not have any rights under the Contracts (Rights of Third parties) Act 1999 to enforce any term of this contract. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.