Terms and Conditions for the Supply of Products and Services to Businesses.
The Customer’s attention is particularly drawn to the provisions of clause 9 (Limitation of liability).
The following definitions and rules of interpretation apply in these Conditions.
1.Conditions: these terms and conditions.
2. Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
3. Customer: the firm who purchases the Goods and/or Services from the Supplier.
4. Data Protection Legislation: the Data Protection Act 2018 and any European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
5. Goods: the goods set out in the Quotation.
6. Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
7. Order: the Customer’s written acceptance of the Supplier’s Quotation.
8. Quotation: a quotation given by the Supplier to the Customer outlining the price, Goods and Services offered.
9. Services: the services set out in the Quotation.
10. Supplier: Floor24 Carpets and Flooring Ltd a company registered in England and Wales (company number 9229786) with its registered offices at 13 Farnborough Business Centre, Eelmoor Road, Farnborough, Hampshire GU14 7XA.
2. Basis of contract
2.1 The Order constitutes the Customer’s acceptance of the Quotation supplied and a follow-up request by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point, and on which date the Contract shall come into existence (Commencement Date).
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.4 Any Quotation given by the Supplier shall not constitute an offer.
3. Delivery of Goods and Services
The Supplier shall deliver the Goods and Services to the location as the parties may agree. Delivery and/or fitting dates are estimated only, and time of delivery is not of the essence. The Supplier will not to be held liable for any changes in delivery and/or fitting dates. Furthermore, the Supplier is unable to confirm an installation time, but it should be assumed that the fitting appointment is an all-day appointment, which means that the Supplier may arrive anytime from 8am to 5pm on the allocated day.
Where Goods are delivered to Our warehouse then we will only store these for up to 14 days. After this time We reserve the right to charge a storage fee of £5 per day per item. If the Goods are not collected within 60 days We will dispose of the goods after serving notice under Section 12 of the Torts (Interference with Goods) Act 1977.
4. Quality of Goods and Services
4.1 The Supplier warrants that on delivery, the Goods and/or Services shall:
(a) be free from material defects in design, material and workmanship; and
(b) be fit for any purpose held out by the Supplier.
4.2 The Supplier shall not be liable for the Goods or Services’ failure to comply with the warranty in 4.1 if:
(a) The Goods contain any natural flaws;
(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
(c) the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
(d) the Customer fails to adhere to advice given by the Supplier which would affect the delivery of the Goods, such as but not limited to failing to turn any underfloor heating off at least 48 hours before fitting. For the avoidance of doubt, should this occur, the fitters will not be able to fit any flooring, and the Customer will be responsible for paying £180 per day for a wasted fitting fee.
(e) the Customer alters or repairs such Goods without the written consent of the Supplier;
(f) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
(g) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
4. 3 For the avoidance of doubt, where large areas are to be covered this may result in joins in carpet. This is not a breach of the obligations in clause 4.1. If flooring without joins is required then the Customer should make this express when seeking a quotation as different fees will apply given the increased cost involved.
4.4 Except as provided in this 4, the Supplier shall have no liability to the Customer in respect of the Goods’ or Services failure to comply with the warranty set out in 4.1.
5. Title and risk
5.1 The risk in the Goods shall pass to the Customer on completion of delivery (including where delivery is to Our warehouse).
5.2 Title to the Goods shall not pass to the Customer until the earlier of the Supplier receives payment in full (in cash or cleared funds) for the Goods in which case title to the Goods shall pass at the time of payment of all such sums.
6. Customer’s obligations
6.1 The Customer shall:
(a) ensure that the details given in the Quotation are complete and accurate;
(b) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(c) prepare the Customer’s premises for the supply of the Services and ensure that no other tradesmen are on site during fitting;
(d) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(e) arrange for an electrician to attend where an order includes underfloor heating as the Supplier is not qualified to carry out this electrical work; and
(f) comply with all applicable laws, including health and safety laws.
7. Charges and payment
7.1 The price for Goods and Services:
(a) shall be the price set out in the Quotation; and
(b) unless expressly stated, exclude:
7.2 The Customer shall pay 50% of the price set out in the Quotation on placing the order, with the remaining 50% due on completion. Any additional fees will also be due on completion.
7.3 All amounts payable by the Customer are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
7.4 If the Customer fails to make a payment due to the Supplier by the due date, then, without limiting the Supplier’s remedies under 10 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this 7.4 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%. The Customer shall also be liable for any debt collection fees (including legal and court fees) incurred by the Supplier in recovering unpaid sums.
8. Data protection
Both parties will comply with all applicable requirements of the Data Protection Legislation.
9. Limitation of liability
9.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence; and
(b) fraud or fraudulent misrepresentation.
9.2 Subject to 9.1, the Supplier’s total liability to the Customer shall not exceed the total price of the Goods or Services in question.
9.3 This 9.3 sets out specific heads of excluded loss:
(i) loss of profits;
(ii) loss of sales or business;
(iii)loss of agreements or contracts;
(iv) loss of anticipated savings;
(v) loss of use or corruption of software, data or information;
(vi) loss of or damage to goodwill; and
(vii) indirect or consequential loss.
9.4 This 9 shall survive termination of the Contract.
Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business.
11. Consequences of termination
Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
12. Force majeure
The Supplier shall not be in breach of the Contract or liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for four weeks, the party not affected may terminate this agreement by giving 14 days’ written notice to the affected party.
13.1 Assignment and other dealings
(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
13.2 Notices. Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at the address specified in the quotation.
13.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract
13.4 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
13.5 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.6 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
13.7 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
13.8 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
13.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.