Units 3-5, Caldervale Works, River Street, Brighouse, West Yorkshire HD6 1LY
Tel: 01422 237922 E-mail: firstname.lastname@example.org
In these terms and conditions of sale, the following meanings shall apply:
“Company Signatory” means a person authorised by Us.
“Consumer” means any natural person acting for purposes outside their trade, business or profession.
“Contract” means the contract for the supply of Goods incorporating these Terms.
“Defect” means the condition and/or any attribute of the Goods and/or any other circumstances which, but for the effect of these Terms would have entitled You to damages.
“Goods” means the goods or when the context permits services to be supplied by Us.
“Site” means any premises specified by You in Your signed final design and final quotation or premises notified to Us by You for the delivery or supplying of any Goods (including, but not limited to, any services), or any premises We must enter in order to perform Our obligations under this contract with You.
“Terms” means the terms set out in this document and any special terms agreed in writing between a Company Signatory and You.
“We” and “Us” means U-Roof Limited Registered in England & Wales No. 06267613
“You” means the person seeking to purchase goods from Us.
2 ACCEPTANCE OF ORDER AND EXPIRY DATE
- Orders are accepted only upon and subject to our conditions of sale as printed here in. Unless expressly accepted in writing by us any qualifications of the conditions by You in any written or printed document or otherwise shall be inapplicable. Unless previously withdrawn, our quotation expires thirty days the date there of. No binding contract shall be created by the acceptance on the part of you of a quotation or offer made by Us until written notice of the acceptance of the order shall have been given by Us.
- Orders may be cancelled only with the agreement of Us and You will indemnify Us against all costs, claims, losses or expenses incurred as a result of that cancellation.
- You shall be responsible to Us for ensuring the accuracy of the terms of any order including any applicable design drawing or specification provided to Us by You and for giving Us any necessary information relating to the Goods within a sufficient time to enable Us to perform the Contract in accordance with its Terms.
- We will submit a schedule of dates for deliverables based on the information provided (if applicable) & reserve the right to amend these dates should programme requirements change, outstanding information or approvals be delayed.
- Any quotations, designs, drawings or details of dimension/specifications or other information supplied by Us to You will include and be subject to these Terms.
- When You place an order with Us based on a quotation We will supply final design and a final quotation to You based on Your order. You will confirm Your order by signing the final design and final quotation and in doing so, You verify the accuracy of the final design and final quotation. We do not warrant the accuracy of the final design and final quotation which are based on information provided by You. The signed final design and final quotation constitutes an order by You to Us which We can accept in writing or by manufacturing and/or fitting the Goods in accordance with the signed final design and final quotation. We do not have to accept Your order as contained in the signed final design and final quotation and no quotation or order shall be binding on Us until We have accepted the order as set out.
- We will require the following information before we can commence the design work:-
i) Architects & Structural Engineers drawings in DWG format (including typical sections, wallplate setout & availability of any load bearing walls or structure beneath)
ii) Tile Type & Roof Pitches
iii) Site address & postcode
iv) Build programme & and phased scheduling (if applicable).
v) Details of Architect approval procedures and contact details (if applicable)
Detailed design can commence once all the information has been received and all the terms and conditions met.
3 VARIATIONS & CHANGE TO ORDERS
- Any design work which is deemed to be outside the agreed scope of works and not covered by the original purchase order may be subject to a charge. We will let you know of any variation/change to orders and advise you of any charges which may be applicable before commencing this work.
- All variations / change to orders will be advised & must be agreed by return before additional work can commence or parts requisitioned.
4 DETERMINATION OF CONTRACT
- If You shall make default in or commit a breach of this contract or any other of its obligations to Us, or if any distress or execution shall be levied upon Your property or assets, or if You make or offer to make any arrangement or composition with creditors, or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against You, or if You shall be a limited company and any resolution or petition to wind up such company’s business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented, or if a receiver of such company’s undertaking, property or assets or any part thereof shall be appointed, or if Your business is closed down by executive or judicial authorities, We shall have the right forthwith to determine any contract then subsisting and upon written notice of such determination being posted by it to determined without prejudice to any claim or right which We might otherwise make or exercise.
- The Price of the Goods shall be that prevailing at the date of delivery of the Goods. The price is exclusive of VAT which shall be at the rate ruling on the date of a VAT invoice.
- Prices listed or quoted are based on costs prevailing at the time when they are given or agreed. We shall be entitled to adjust the price of the Goods as at the time of delivery by such amount as may be necessary to cover any increase sustained by Us after the date of acceptance of your order and any direct or indirect costs of making, obtaining, handling, or supplying the Goods.
- Prices quoted are applicable to the quantity specified and on the information provided by You at the time of order. In the event of orders being placed for lesser quantities, or if there is any change in specifications, delivery dates, or delay is caused by your instructions or lack of instructions, We shall be entitled to adjust the price of the Goods as ordered to take account of the variations.
- All prices, including discounts and allowances, quoted by Us are provisional only and shall be subject to change without notice
- The price payable by You under this contract shall be that ruling on the day of despatch to or to the order of buyer or the date of collection by or on behalf of You from the premises of Us or any other place in the UK from which such despatch or collection is made. If portions of the goods are despatched or collected on different dates the price payable for each portion shall be that ruling on the date of its despatch or collection.
6 CREDIT TERMS
- Credit accounts available where applicable. A completed & signed Credit Application Form must be in our possession prior to final agreement of this arrangement.
- Subject to Us being satisfied with any trade references we may wish to take up and to any agreement in writing made to the contrary, payment shall be made within 30 days from date of delivery. For the purpose of this paragraph the date of delivery shall be deemed to be the date of Our invoice. Unless otherwise agreed in writing, payment shall be made to Us on or before the date due without any deduction whatsoever.
- Should default be made by You in paying any sums due under any contract as and when it becomes due, or should You be in breach in any respect of the contract entered into, We have the right, with or without notice, as the discretion of Us, either to suspend all further deliveries until the default be made good, or to terminate any contract then subsisting so far as any further goods remain to be delivered without prejudice to any claim or right we might otherwise make or exercise.
- Late payment will incur interest at 8% above the Bank of England base rate, prevailing from time to time, until the date of payment after as well as before judgment.
- Unless the sale is for cash, or other credit terms have been agreed in writing with a Company Signatory, all accounts are due for payment on the last day of the month,
following the month in which the Goods are delivered.
- Credit facilities may be withdrawn or reduced at any time at our sole discretion.
- Even if We have previously agreed to give You credit, We reserve the right to refuse to execute any order or Contract if the arrangements for payment or your credit rating is not satisfactory to Us. In our discretion We may require security satisfactory to Us or payment for each consignment when it is available and before it is despatched in which case delivery will not be effected until We are in receipt of security or cleared funds as requested by Us.
- Non credit accounts are subject to a 30% deposit - required at placement of order. The balance must have cleared within our nominated bank prior to dispatch. Uncleared funds will affect your delivery date.
- In the case of short delivery, You will remain liable to pay the full invoice price of all Goods delivered or available for delivery.
- You may not withhold payment of any invoice or other amount due to Us by reason of any right of set off or counterclaim, which You may have, or allege to have, for any reason whatsoever.
- We shall be entitled at all times to set off any debt or claim of whatever nature which We may have against You against any sums due from Us to You.
- Any despatch or delivery date is given by Us in good faith but is not guaranteed. You shall have no rights to damages or to cancel the order if delivery is affected within a reasonable time of the due date.
- Amendment to delivery date must be made by You at least 48 hours in advance of requested amendment to on site date. A late cancellation charge may be made for amendments within this timescale.
- Amendment to delivery truck type may not always be possible within timescales previously agreed. We reserve the right to amend the delivery date accordingly.
- Time for delivery shall not be of the essence of the Contract.
- For the avoidance of doubt, and without detracting from any other provisions of these Terms, We shall not be liable for any damages whatsoever whether direct or indirect (including for the avoidance of doubt of any liability to any third party) resulting from any delay in delivery of the Goods, or failure to deliver the Goods in a reasonable time – whether such delay or failure is caused by our negligence or otherwise howsoever.
- You must provide the necessary labour for unloading the Goods – and unloading is to be completed with reasonable speed. If our delivery vehicle is kept waiting for an unreasonable time, or is obliged to return without completing delivery, or if We provide additional staff to unload Goods, an additional charge will be made.
- You may collect Goods from Us during our trading hours. If they are not collected within 14 days from when We notify You that they are available, a storage charge will be payable before Goods are released.
- If You fail to take delivery, accept or collect the Goods within the agreed time, in our discretion, We may make an additional charge, invoice You for the Goods, or treat the Contract as repudiated and, in any case, recover our losses from You.
- If You collect Goods from Us, You are solely responsible for the size, weight and positioning of the load on the vehicle and shall indemnify Us in respect of all costs, claims, losses or expenses We may incur as a result of your collecting the Goods.
- If the Goods are to be deposited other than on your private premises, You shall be responsible for compliance with all regulations, and for all steps which need to be taken for the protection at all times of persons or property.
- You will indemnify Us in respect of all costs, claims, losses or expenses We may incur as a result of delivery in accordance with your instructions. This indemnity will be reduced in proportion to the extent that such costs, losses, claims or expenses are due to our negligence.
- You shall inspect the Goods at the place and time of unloading or collection, but nothing in these Terms shall require You to break packaging and/or unpack Goods which are intended to be stored before use.
- You must advise Us by telephone immediately and give Us written notice within three working days of unloading of any claim for short delivery. If You do not give Us that notice within that time, the Goods will be deemed to have been delivered in the quantities shown in the delivery documents.
- You shall not be entitled, and irrevocably and unconditionally waive any rights, to reject the Goods or claim any damages whatsoever, for short delivery howsoever caused.
- Our liability for short delivery is limited to making good the shortage.
- Where it is, or would have been, apparent on a reasonable inspection that the Goods are not in conformity with the Contract or (where the Contract is a contract for sale by sample) that the bulk does not compare with the sample, You must advise Us by telephone immediately, and give Us written notice within three working days of inspection.
- If You fail to give Us that notice within that time, the Goods will be deemed to have been accepted and You shall not be entitled, and irrevocably and unconditionally waive any rights, to reject the Goods.
8 STILLAGES & SLINGS
- Deliveries made using stillages will be subject to a £100 charge for each stillage not returned.
- Straps and slings required for deliveries will be charged at £25 per strap or sling not returned.
9 RETENTION OF TITLE
- Title in goods shall pass to You when payment in full has been made under the contract and You shall permit the servants or agents of Us to enter on to Your premises and to repossess the goods at any time after payment becomes due hereunder.
- Risk in the Goods shall pass to You when the Goods are delivered.
- The property in the Goods shall remain with Us until You pay all sums due to Us, whether in respect of this Contract or otherwise.
- Until title passes:
i) You shall hold the Goods as our fiduciary agent and bailee.
ii) The Goods shall be stored separately from any other goods and You shall not interfere with any identification marks, labels, batch numbers or serial numbers on the Goods.
- We shall be entitled, at any time, to recover any or all of the Goods in your possession to which We have title and for that purpose, We, our employees or agents may, with such transport as is necessary, enter upon any premises occupied by You, or to which You have access and where the Goods may be, or are believed to be, situated.
10 INTELLECTUAL PROPERTY RIGHTS & WEBSITE
- We are the owner or the licensee of all intellectual property rights on Our Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
- You may print off one copy, and may download extracts, of any page(s) from the Website for your personal reference and you may draw the attention of others within your organisation to material posted on the Website.
- You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
- Our status (and that of any identified contributors) as the authors of material on the Website must always be acknowledged.
- You must not use any part of the materials on the Website for commercial purposes without obtaining a licence to do so from us or our licensors.
- Risk in the goods shall pass to You on delivery and You should accordingly insure the same to the full value thereof against loss or damage. When goods are sold F.O.B the risk shall pass to You immediately the goods are placed on board ship and We shall be under no obligation to give You the notice specified in Section 32(2) of the Sale of Goods Act 1893
12 DESIGN LIABILITY & PROFFESIONAL INDEMNITY
- We will only accept design liability for their work only and only when all the terms and conditions have been met. This liability only extends to the design work and not the installation or quality of craftsmanship on site.
- As part of their audit process We may from time to time make site inspections to assess the quality of the installation, the findings of which must be accepted and any necessary remedial work undertaken by the client and completed to the satisfaction of Us.
- We do not offer collateral warranties against installation, We may however enter into a separate agreement to inspect and audit on behalf of client/end user of the building. Any fees incurred as a result of this will be subject to separate charges.
- Professional Indemnity Insurance is provided for design only and We can provide evidence of same on request.
13 CLAIMS FOR DAMAGE, SHORTAGE OR LOSS
- No claim for damages in transit, shortage of delivery or loss of goods will be entertained unless:
i) in the case of damage in transit or shortage of delivery a separate notice in writing is given to the Carrier concerned and to Us within three days in receipt of goods and this is followed by a complete claim in writing despatched to the Carrier and Us within five days of receipt of goods
ii) in the case of loss of goods consigned to a destination within the UK, written notice is given to the Carrier concerned and to Us within seven days of the date if despatch
iii) And in the case if loss of goods consigned to the outside of UK, written notice is despatched to the Carrier concerned and to seller within ten days of the expected date of arrival
- Where goods are accepted from the carrier concerned without it being checked, the delivery book of the carrier must be signed ‘not examined’
- Damaged goods in respect of which any claim is to be made shall be preserved intact as delivered for a period of fourteen days from notification of the claim if located inside the UK and for a period of forty five days from such notification if outside the UK, within which time We and the carrier shall have the right in inspecting the goods and to attend at the premises of You or Your agents to investigate the complaint. Any breach of this Condition shall disentitle You to any allowance in respect of the claim.
14 INDIRECT OR CONSEQUENTIAL LOSSES
- We accept no liability for indirect or consequential loss.
15 FORCE MAJEURE
- Neither You or Us shall be under liability for any delay, loss or damage caused wholly or in part by act of God, government restrictions conditions or control or by reason of any act done or not done pursuant to a trade dispute whether such dispute involves its servants or not or by reason of any act matter or thing beyond its reasonable control.
16 TESTS OR JOB SPECIFIC STRUCTURAL CALCS
- If You require the goods to be subjected to any test or inspection other than Our usual or routine inspection, such test or inspection shall be carried out at Your expense and at a place and time convenient to Us. If You do not attend such test or inspection, We shall make in accordance with the terms notified to it or deemed by it to be applicable or suitable and You shall be deemed to have accepted the result.
- Should you require job specific structural calculations prior to delivery We must be advised at placement of order. Unless covered in Our quotation, calculations are subject to a charge – to be agreed prior to procurement.
17 INSTALLATIONS & SITE ASSISTANCE
- Unless otherwise stated in our quotation, prices do not include the cost of installation or Site Assistance. Where these services form part of the contract the following additional conditions shall apply:You shall be responsible for providing suitable access to and unhindered possession of the site, a clear working area providing level surface for layout purposes, a suitable power supply both for operation of equipment and portable electric hand tools
ii) You are responsible for the distribution of materials to the work zone.
iii) You are responsible for all building work including but not limited to foundations, brickwork, cutting away and making good and other work in your steel or concrete structures
iv) Unless otherwise stated the price quoted for installation is based on the understanding that the work will be carried out continuously and during normal working hours. Any extra costs incurred by Us due to the suspension of work by Your instructions, interruptions, delays, overtime, or any other cause for which You is not responsible, shall be added to the contract price. We require a minimum of 48 hours notice prior to cancellation or delay of Our installation and reserve the right to charge on any abortive costs incurred by Us.v) You will be notified when installation is complete, installation is deemed to be complete if the equipment is fit for commercial use not withstanding minor omissions or defects which do not materially affect its use.
vi) You shall indemnify Us against all such costs and claims arising from damage or injury to persons or property occurring during the course of installation, unless such damage or injury shall be proven to have been caused solely by the negligence of Us, Our servants or Our agents.
vii) Unless otherwise listed or stated as a separate item on our quotation we are not liable for any site surveys or site visits. These will be charged out as an additional cost if requested or insisted upon by You.
18 ON SITE SURVEY
- Unless stated otherwise on site surveys are specifically excluded from the scope of work included in the design services offered by Us and it will be the client’s responsibility to provide timely and accurate surveys to Us.
- On site surveys can be carried out by Us under a separate agreement however this service will attract another level of fees.
19 YOUR RESPONSIBILITIES & LIABILITIES
- The adequacy, performance and application of fixings specified by the Company are to be verified by the client with the product manufacturer.
- You accept to ensure that both materials and fixings out lined in the information drawing submission are installed in accordance with this submission and our Fixing Schedule as a minimum performance requirement. Failure to observe this requirement will render You fully responsible for any claims arising as a consequence.
- It is your responsibility to ensure compatibility of our system with your support structure. Displacement figures can be provided should you request them.
- Nothing in these Terms & Conditions shall exclude or restrict our liability for death or personal injury resulting from our personal negligence or our liability for fraudulent misrepresentation.
- We shall not be liable by reason of any misrepresentation (unless fraudulent) or any breach of warranty condition or other term express or implied or any breach of duty (common law or statutory) or negligence for any damages whatsoever. Instead of liability in damages, We undertake liability under the Sub Clause iii) detailed below.
- Where but for the effect of Sub Clause ii) detailed below You would have been entitled to damages against Us, We shall not be liable to pay damages but subject to the conditions set out in Sub Clause iv) detailed below shall at our sole discretion, either repair the Goods at our own expense, or supply replacement Goods free of charge or refund all (or where appropriate part) of the price of the relevant Goods.
- We shall not be liable as above:
i) if the Defect arises from wear and tear.
ii) if the Defect arises from wilful damage, negligence, abnormal working conditions, misuse, alteration or repair of the Goods, failure to follow British Standard or industry instructions relevant to the Goods, or storage of the Goods in unsuitable conditions (but this sub-clause shall not apply to any act or omission on our part).
iii) unless after discovery of the Defect We are given a reasonable opportunity to inspect the Goods before they are used, or in any way interfered with. For the avoidance of doubt, We acknowledge that the costs of suspending works are relevant to the determination of what is reasonable opportunity and this sub-clause shall not apply to any works affecting the Goods, which it may be reasonably necessary to carry out in the interests of safety and/or as emergency measures.
iv) if the Defect would have been apparent on a reasonable inspection under the above Sub Clause i) of these Terms at the time of unloading, unless You advise Us by
telephone immediately and written notice of any claim is given to Us within three working days of the time of unloading.
v) if the Defect is discovered within four months from the date of delivery, unless You give Us written notice of the Defect within three working days of it being discovered.
vi) if in any case the Defect is discovered more than 4 months from the date of delivery.
- If the Goods are not manufactured by Us, or have been processed or milled/rolled by a third party – whether or not at your request – our liability, in respect of any Defect in workmanship or materials of the Goods, will be limited to such rights against the manufacturer or the third party as We may have in respect of those Goods.
- You will unconditionally, fully and effectively indemnify Us against all loss damages, costs on an indemnity basis and expenses awarded against, or incurred, by Us in connection with, or paid, or agreed to be paid, by Us in settlement of any claim for infringement of any patents, copyright design, trademark, or any other industrial or intellectual property rights of any other person.
- You will further unconditionally, fully and effectively indemnify Us against all loss damages, costs on an indemnity basis and expenses awarded against, or incurred by Us in connection with, or paid, or agreed to be paid, by Us in settlement of any other claim arising from any such manufacturing processing or milling, including – but not limited to - any Defect in the Goods. This indemnity will be reduced in proportion to the extent that such loss damage, costs and expenses are due to our negligence.
- You will unconditionally, fully and effectively, indemnify Us against all loss damages, costs on an indemnity basis and expenses awarded against, or incurred by Us in connection with, or paid, or agreed to be paid by Us in settlement of any claim by any third party arising from the supply or use of the Goods. This indemnity will be reduced in proportion to the extent that such loss, damage, costs and expenses are due to our negligence.
• Without prejudice to any other provisions in these Terms, in any event, our total liability for any one claim, or for the total of all claims arising from any one act of default on our part howsoever arising (whether arising from our negligence or otherwise), shall not exceed the purchase price of the Goods – the subject matter of any claim.
- “Insolvent” means You becoming unable to pay your debts within the meaning of Section 123 of the Insolvency Act 1986; the levying or the threat of execution or distress on any of your property; the appointment of a receiver or administrative receiver over all, or any part, of your property; a proposal for a voluntary arrangement or compromise between You and your creditors, whether pursuant to the Insolvency Act 1986 or otherwise; the passing of a resolution for voluntary winding-up, or summoning a meeting to pass such a resolution otherwise than for the purposes of a bona fide amalgamation or reconstruction, the presentation of a petition for your winding-up, or for an administration order in relation to You. If You suffer any analogous step or proceedings under foreign law or You are ceasing, or threatening to cease to carry on your business.
- If You fail to pay the price for any Goods on the due date or fail to pay any sum due to Us under any Contract on the due date or You become insolvent or if You are a limited company or partnership and there is a material change in your constitution or You commit a material breach of this Contract and fail to remedy that breach, all sums outstanding between You and Us shall become immediately payable, and We shall be entitled to do any one or more of the following (without prejudice to any other right or remedy We may have):
i) require payment in cleared funds in advance of further deliveries
ii) cancel or suspend any further deliveries to You under any Contract without liability on our part
iii) without prejudice to the generality of Clause 7 of these Terms exercise any of our rights pursuant to that clause.
iv) If We reasonably incur third party costs, such as tracing or debt collection agency costs, or seek to take legal proceedings to enforce our rights as a result of your breach of this Contract – including but not limited to – recovery of any sums due, You will reimburse Us such reasonable agency costs or legal costs incurred on an indemnity basis.
- Without prejudice to the above Sub Clause iii) if You are acting in the course of a business then in the event of late payment We reserve the right to claim compensation pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 at the prevailing rate, currently £40 for a debt less than £1000, £70 for a debt of more than £1000 but less than £10,000 and £100 for a debt in excess of £10,000.
21 LAW OF CONTRACT
- This contract shall be governed by English Law.