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Sale of Goods Terms

  1. GENERAL

    These conditions apply to any interaction within, sale from, purchase from, quotation, order, acknowledgement, delivery, advice, delivery note, transit note or other document pertaining to any goods sold by Monocouche Render Systems Ltd (‘MRS’).

    1. All quotations are made, and all orders are subject to the following conditions. All conditions of the Customer or other terms, conditions or warranties whatsoever are excluded from the contract or any variation thereof unless expressly accepted by the Company in writing and signed by a Director.
    2. Quotations made by telephone shall require confirmation from the Company (including by email).
    3. Quotations shall only be available for acceptance for a maximum period of 30 days from the date thereof and may be withdrawn by the Company within such period at any time by writing or oral notice.
    4. Acceptance of delivery of Goods shall constitute acceptance of these Conditions where acceptance has not previously been communicated by the Customer of the Company.
    5. If any statement or representation upon which the Customer relies has been made to the Customer other than in the documents endorsed with the Company’s quotation or acknowledgement of order the Customer must set out that statement or representation in a document to be attached or enclosed on the order in which case the Company may clarify the point and submit a new quotation.
    6. The Buyer may not (i) assign or transfer the Contract to the benefit of another person or purport to do so; or (ii) cancel the Contract.
    7. A Quotation and the Contract are governed by and construed in accordance with the law of England and subject to the exclusive jurisdiction of the courts of England and Wales; exclude rights of third parties under The Contracts (Rights of Third Parties) Act 1999; and reference to any Act or Regulation includes any amendment, re-enactment, or subordinate legislation currently in force.

  2. SAMPLES

    1. Notwithstanding that samples may be or have been submitted by the Company, the sale to the Customer is not and shall not be deemed to be a sale by sample for the purpose of Section 15 or Sale of Goods Act 1979 on the basis that samples may vary.
    2. Any samples submitted to the Customer are intended to indicate only the substance and the general character of the materials and the Customer shall have no claim if the colour or composition of the bulk supplied fails to correspond with the sample in such respect unless the particular requirements is specified by the Customer and accepted by the Company in writing or unless the sample has been supplied for the purpose of batch approval.

  3. DELIVERY

    1. Unless the Quotation expressly states otherwise it is on a “collection” basis and the Place of Delivery is the MRS Premises. MRS will notify the Buyer when the Goods are available, and the Buyer shall take Delivery within 7 days. The Buyer shall load, transport, and insure the Goods at its own expense.
    2. Time for delivery is given as accurately as possible but is not guaranteed. The Customer shall have no right to damages or to cancel the order for failure for any cause to meet any delivery time stated.
    3. If the Quotation provides for “delivery” to an incompletely identified Place(s), MRS will notify the Buyer when the Goods are/will be available, and the Buyer shall confirm in writing the Place of Delivery within 72 hours. MRS will confirm any adjustment to the Price for transport to that Place.
    4. No Quotation shall provide for “delivery” to a place outside mainland United Kingdom unless expressly stated. In such cases, MRS may impose terms more onerous upon the Buyer than in these Conditions.
    5. The date of delivery shall in every case be dependent upon prompt receipt of all necessary information – final instruction or approvals from the Customer. Alterations by the Customer in specifications or quantities required may result in delay in delivery.
    6. Delivery takes place when MRS or a carrier presents the Goods and a Delivery Note (whether paper or electronic terminal or other electronic communication) to the Buyer for signature. The Buyer undertakes to MRS that any person presenting themselves at the Place of Delivery as representing the Buyer acts on its authority and MRS is not required to enquire as to their bona fides. If the Buyer fails to sign the Delivery Note for whatever reason and the Goods have passed into its control, the Buyer is deemed to have accepted the Goods as stated on the Delivery Note.
    7. The Company shall endeavour to comply with reasonable requests by the Customer for postponement of delivery but shall be under no obligation to do so. Where delivery is postponed otherwise than due to default by the Company, the Customer shall pay all costs and expenses including a reasonable charge for storage and transportation occasioned thereby and the Company shall be entitled to invoice the Goods in accordance with these Conditions.
    8. Unless otherwise expressly agreed, any packaging supplied by the Company is intended to be only sufficient to protect the Goods for all normal conditions of transit and/or the normal period of transit only.
    9. Your materials will be processed for delivery on the next available standard delivery service unless you state otherwise. If you do not wish to receive your materials immediately, please specify the earliest date you want to receive them in the order notes section of the checkout.
      1. Standard weekday delivery within 2 – 3 working days of confirmed order.
      2. Day and date of planned delivery to site will be confirmed soon after initial order confirmation.
      3. Standard weekday delivery arrives on a rigid lorry at no specific time between 8am and 5.30pm.
      4. Standard weekday delivery allows for our vehicle to offload with a tail lift and pallet truck.
      5. The pallets must be offloaded “kerb side” onto a suitable solid hard standing such as road, driveway, or path.
      6. Due to the weight of the pallets, we cannot deliver onto gravel or stone finished areas.
      7. Re-delivery charges may be applied should the delivery fail due to site access and or readiness.
      8. We request that the driver of every consignment call within one hour of arriving on site but unfortunately, we cannot guarantee this.

    After our initial confirmation of the receipt of your order, we will then send a second confirmation when your order has been dispatched;

    Order Confirmed    Day of Delivery to Site
    Order confirmed as dispatched before 11am on Monday    Delivery on Wednesday 8am-5.30pm
    Order confirmed as dispatched before 11am on Tuesday    Delivery on Thursday 8am–5.30pm
    Order confirmed as dispatched before 11am on Wednesday    Delivery on Friday 8am – 5.30pm
    Order confirmed as dispatched before 11am on Thursday    Delivery on Monday 8am – 5.30pm
    Order confirmed as dispatched before 11am on Friday    Delivery on Tuesday  8am – 5.30pm
    1. PVCu beads will arrive on a separate delivery by another carrier on or before the day of render material delivery. Delivery timescales may vary during periods of national and bank holidays.
    2. We offer the above timescales as a guide but unfortunately due to the well reported national driver shortage throughout UK pallet networks we do suffer the occasional delay which is completely out of our control and therefore we cannot be held responsible for any delays, losses or costs suffered in these quite rare instances.
    3. Moffet offload, Next day and Saturday deliveries may be available on request.
      Please contact sales@monocouche.co.uk to confirm availability and pricing.
    4. It is our advice that materials are ordered to site a few days in advance of when they are required for install.
    5. Please take the time to ensure that you have ordered enough materials to avoid additional delivery charge & delay.
    6. We suggest that the installing party provides the purchaser with the material quantities required.
    7. If the Customer does not receive a Delivery when due in the ordinary course of events it shall notify MRS in writing within 72 hours.
    8. If the Buyer fails to take Delivery when offered by MRS it shall allow or pay MRS for all loss and expense arising including but not limited to additional transport, handling, insurance, administration, and storage costs. Without affecting its other rights, MRS may require the Buyer in writing to take Delivery and if the breach continues for a further 7 days MRS may at its sole discretion at any time upon notice in writing to the Buyer treat the Contract as terminated for breach by the Buyer and dispose of the Goods as it sees fit. The Buyer shall be liable to MRS for the Price in addition to the loss and expense arising subject only to a credit for any net recovery made by MRS for the Goods.
    9. The Buyer is not entitled to reject the Goods, repudiate the Contract, or claim damages because any Delivery or total Deliveries are early or late, incomplete or failed, or of greater or lesser quantity than provided in the Contract. The time and date of Delivery is not of the essence and any proposed date or time of Delivery is given without warranty. The Buyer shall hold at its own cost Goods in excess of the Contract quantity as bailee for MRS.

  4. RISK AND TITLE

    1. Risk in the Goods passes to the Buyer on Delivery.
    2. Title in the Goods (i) remains with MRS until the Buyer makes all Payments due and all payments due under any other contract with MRS; and (ii) shall not pass by virtue of attachment, incorporation, or alteration if the Goods remain identifiable and detachable as applicable.
    3. Until Title passes to the Buyer it shall (i) properly store or use the Goods such that they are identified as the property of MRS; (ii) hold the Goods as fiduciary agent and bailee for MRS; and (iii) insure the Goods against all insurable risks for the Price and hold the proceeds separately on trust for MRS.
    4. If the Buyer becomes insolvent or breaches any of these Conditions Payment becomes immediately due and MRS may forthwith suspend or terminate performance of the Contract. The Buyer is insolvent if it (i) cannot pay due debts; or (ii) is bankrupt; or (iii) enters into a voluntary agreement with creditors; or being a company (iv) has a petition presented for its winding up; or (v) passes a resolution for voluntary winding up (other than for the purposes of amalgamation or reconstruction); or (vi) becomes subject to a receiving order or administration order.
    5. If Payment or payment for other goods or services supplied by MRS to the Buyer is overdue, the Buyer grants to MRS a licence to enter any property to which the Buyer has access and to separate, detach, seize and sell the Goods or other goods supplied by MRS without prejudice to any other rights of MRS.
    6. Without prejudice to the right of MRS to recover the Price from the Buyer, if the Buyer sells the Goods before making all Payments, it shall hold the proceeds on trust for MRS which may at its discretion (i) trace those proceeds into any bank or other account maintained by the Buyer; and (ii) require by written demand assignment by the Buyer of the right to recover the price from any purchaser; and (iii) the Buyer may not assign any rights arising from that sale without the written permission of MRS.

  5. CANCELLATION AND RETURNS

    1. Cancellation and returns will be agreed by the Company Director on condition that all costs and expenses incurred by the Company up to the time of cancellation and returns and all loss of profits and other loss or damage resulting to the Company by reason of such cancellation and returns will be paid forthwith by the Customer to the Company.
    2. No Goods delivered to the Customer which are in accordance with the Contract will be accepted for return without the prior written approval of the Company Director on terms to be determined at the absolute discretion of the Company Director. Goods returned without the prior written approval of the Company Director may at the Company’s absolute discretion be returned to the customer or stored at the Customer’s cost without prejudice to any right or remedy the Company may have. A 35% handling charge will also be applied to any returned goods. All credits must be taken within 12 months of credit date. Note: All cement based, special order and tinted products are non-returnable, and no refunds will be given.
    3. Any request for cancellations and/or returns must strictly be made within 14 days from the date of order in accordance with term and conditions above.

  6. PRICES

    1. All prices are unless otherwise stated quoted net ex works exclusive of VAT and are subject to fluctuation in the event of any increase in the cost of labour, materials, or overheads. Any increase in such costs from the time of ordering will be added to the quoted price.
    2. In the event of any alteration in specification being requested by the Customer and agreed to by the Company, the Company shall be entitled to make an adjustment of the contract price corresponding to such alteration.
    3. All prices quoted are exclusive of Carriage and all Carriage quotations are for goods delivered to one address in one operation to mainland UK by the Company’s own transport arrangements.

  7. TERMS OF PAYMENT

    1. Where credit is granted by the Company to a Customer, the terms of payment shall be net cash monthly – account due and payable within 30 days from the date of invoice. The Company shall be entitled to submit its invoices with its delivery advice notes or any time thereafter save that where delivery has been postponed at the request of the Customer, then the Company may submit its invoice at any time after the goods are ready for delivery or would have been ready in ordinary course but for the request or default as aforesaid. The Contract shall not be construed as a “Lump Sum” contract and MRS may Invoice and Payment is due in respect of each part, single or multiple Delivery.
    2. Payment terms are net cash with order unless otherwise agreed in writing and any credit terms quoted to a Customer may notwithstanding any arrangement with the Customer be withdrawn at any time by the Company. Credit may only be granted at the absolute discretion of the Company on initial orders over the minimum value specified by the Company.
    3. Where Goods are delivered by instalments, the Company may invoice each instalment separately and the Customer shall pay such invoices in accordance with these Conditions.
    4. No disputes arising under neither Contract nor delays beyond the reasonable control of the Company shall interfere with prompt payment in full by the Customer. The Buyer may not set off, abate, or otherwise deduct sums from any Invoice absent a court order.
    5. In the event of default in payment by the Customer either of the whole payment or any instalment under the above terms of payment, the Company shall be entitled without prejudice to any other right or remedy to suspend all further deliveries on any contract between the Company and the Customer without notice and to charge interest on any amount outstanding under the current terms of the ‘Late Payment of Commercial Debts (Interest) Act 1998’. This is currently calculated at 8% above the Bank of England Base Rate and will be reviewed periodically. The interest will be calculated from the date the payment was due. The company shall have the option of treating any outstanding balance of the contract as having been repudiated by the customer.
    6. Further to clause 7(e) above, the Customer accepts that all product warranties, guarantees, and technical support relating to the contracts not paid as a result of late payment may be withdrawn at the discretion of the Company and made null and void until such time as payment is received by the Company without confirmation of such withdrawal in writing.
    7. MRS may at any time appropriate any Payment or payment under any other contract by the Buyer in settlement of such invoices as MRS may at its absolute discretion think fit notwithstanding any purported appropriation by the Buyer.

  8. SPECIFICATION AND BATCH VARIATIONS

    1. The Company reserves the right to alter or change specifications of the Goods supplied within reasonable limits having regard to the nature of the Goods.
    2. The Customer will have no claim in respect of minor batch to batch variations in colour or texture or composition.
    3. The Goods are described in the Quotation and refer to the current MRS technical and specification information published at www.monocouche.co.uk where applicable. Any descriptions, specifications, drawings, weights, and dimensions however provided by MRS are believed to be accurate subject to commercial tolerances, but MRS accepts no liability for errors or omissions or for their interpretation for which the Buyer accepts full responsibility.
    4. Unless expressly stated the Goods do not include ancillary products such as mesh, beads, board and the like; such supplies to the Buyer are subject to any relevant additional terms and conditions imposed upon MRS by its suppliers.

  9. TECHNICAL INFORMATION AND COVERAGE

    1. The information contained in the advertising, sales and technical literature issued by the Company (including the Company’s application instructions and specifiers and users guide) may be relied upon to be accurate in the exact circumstances in which it is expressed otherwise any illustrations, performance details, examples of applications, recommendations as to use and all other technical data in such literature are based on experience and from trials under test conditions. Accordingly, the information contained in the Company’s publications is provided for general guidance only and forms no part of the Contract unless expressly agreed in writing, Customers should obtain specific recommendations and advice from the Company regarding the uses and attributes of the Company’s product.
    2. The Customer shall have no claim in respect to under or over ordering of Goods unless a separate written guarantee is given by the Company.

  10. APPLICATION INSTRUCTIONS

    The Company supplies instructions for the application of the Goods and copies may be obtained on demand from the Company free of charge. Accordingly, the Customer shall have no claim against the Company arising as a consequence of the method of application.

  11. SHORTAGES AND DEFECTS APPARENT ON INSPECTION

    The Customer shall have no claim for shortages or defects apparent on visual inspection unless:

    1. the customer inspects the Goods within two days of arrival at its premises or other agreed destination and;
    2. a written complaint is made to the Company within seven days of receipt of the Goods or such shorter period as the carrier’s conditions (if applicable) require specifying the shortage or defect and;
    3. the Company is given an opportunity to inspect the Goods and investigate any complaint before any use is made of the Goods.

    If a complaint is not made to the Company as herein provided, then the Goods shall be deemed to be in all respects in accordance with the Contract and the Customer shall be bound to pay for the same accordingly and in such circumstances the Guarantee Condition shall not apply.

  12. DEFECTS NOT APPARENT ON INSPECTION

    1. The Customer shall have no claim in respect to defaults not apparent on visual inspection at the time of delivery.
    2. The Customer shall not be entitled to claim in respect of any repairs or alterations undertaken by the Customer without the prior specific written consent of the Company nor in respect of any defect arising by reason of fair wear and tear or damage due to misuse.
    3. The Company may within 30 days of receiving such a written complaint (or 60 days where the Goods are situated outside the United Kingdom) inspect the Goods and the Company if so, required by the Company, shall take all steps necessary to enable the Company to do so.

  13. GUARANTEE CONDITION

    1. Save as otherwise provided by the other Conditions Sections 12 to 15 of the Sale of Goods Act 1979 are to be implied into this Contract.
    2. In the event of the condition of Goods being such as might or would (subject to these Conditions) entitle the Customer to claim damages or to repudiate the Contract the Customer shall not then do so but shall first ask the Company to supply satisfactory substitute Goods, the Company shall thereupon be entitled to supply satisfactory Goods free of cost and within a reasonable time. If the Company does so supply satisfactory substitute Goods, the Customer shall be bound to accept such substituted Goods and the Company shall be under no liability in respect of any loss or damage whatsoever arising from the initial delivery of the defective Goods or from the delay before the substitute Goods are delivered.

  14. LIABILITY

    1. Save where the Company is shown to have failed to exercise reasonable care in the manufacture and/or supply of the Goods the Company shall not be liable in any circumstances in respect of death or personal injury and under no circumstances whatsoever shall the Company be liable for consequential loss (including removal or rectification work required in connection with the substituted Goods) loss of profits or damage to property.
    2. The Customer shall, save where the Company shall have failed to exercise reasonable care in the manufacture or supply of the Goods, indemnify the Company from and against all loss, damage, demands ,expenses, claims, actions and proceedings which are incurred by the Company or threatened, demanded, brought or made against the Company by any person, firm or company or governmental or other authority in respect thereof together with all costs and expenses incurred in relation thereto.

  15. INSOLVENCY

    1. If the Customer shall become bankrupt or insolvent or compound with creditors or in the event of a resolution being passed or proceedings commenced for the liquidation of the Customer (other than for a voluntary winding up for the purpose of reconstruction or amalgamation) or if a Receiver or Manager is appointed of all or any part of its assets undertaking, the Company shall be entitled to cancel the Contract in whole or in part by notice in writing without prejudice to any right or remedy accrued or accruing to the Company.
    2. The Customer accepts that all product warranties, guarantees, and technical support relating to the contracts not paid as a result of Insolvency may be withdrawn at the discretion of the Company and made null and void until such time as payment is received by the Company without confirmation of such withdrawal in writing.

  16. FORCE MAJEURE

    Neither party shall be under any liability for any delay loss or damage caused wholly or in part by act of God, pandemic, epidemic, strike, walk out, governmental restriction, condition or control or by reason of any act done or not done pursuant to a trade dispute whether such dispute involves its employees or not by reason of any other act matter or thing beyond its reasonable control including failure by the other party to carry out the provisions of these Conditions.

  17. LEGAL

    The Contract shall be governed and interpreted exclusively according to the Law of England and shall be subject to the Jurisdiction of the English Courts only.

  18. CONSUMER SALES

    Where a contract is for the sale of Goods to a person who neither makes this contract in the course of a business nor holds himself out as doing so, the statutory rights or obligations that arise under Section 12-15 of the Sale of Goods Act 1979 shall not be affected by these Conditions. Where a trade discount is given the Customer warrants that the transaction is not a consumer sale.

  19. DATA PROTECTION & PRIVACY

    Data Protection in this clause 19, the following definitions shall apply:

    • ‘personal data’ means any personal data provided to us by you, or on your behalf, for the purpose of providing our products and services to you;
    • ‘data protection legislation’ means all applicable privacy and data protection legislation and regulations including PECR, the GDPR and any applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time;
    • ‘controller’, ‘data subject’, ‘personal data’, and ‘process’ shall have the meanings given to them in the data protection legislation;
    • ‘GDPR’ means the General Data Protection Regulation ((EU) 2016/679); and
    • ‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003).
    1. We shall be considered a data controller in relation to the personal data. We will comply with all requirements and obligations applicable to us under the data protection legislation in respect of the personal data. You shall only disclose personal data to us where:
      1. you have provided the necessary information to the relevant data subjects regarding its use; and;
      2. you have a lawful basis upon which to do so, which, in the absence of any other lawful basis, shall be with the relevant data subject’s consent; and;
      3. you have complied with the necessary requirements under the data protection legislation to enable you to do so. You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any failure by you or by any person for whom you are responsible to provide the necessary information to the relevant data subjects.

    This indemnity will extend to the cost of defending any such claim.

    1. We shall only process the client personal data:
      1. in order to provide our products and services to you and perform any other obligations in accordance with our relationship with you;
      2. in order to comply with our legal or regulatory obligations; and;
      3. where it is necessary for the purposes of our legitimate interests and those interests are not overridden by the data subjects’ own privacy rights.

Domestic Contract Terms & Conditions

  1. Formation of Contract

    1. All contracts, which we shall enter, are subject to these Terms & Conditions and it is hereby expressly agreed by you that your contractual conditions (if any), terms, exclusions, inclusions and any other matters set out prior to entering contract are excluded in their entirety unless otherwise stated and expressly agreed within the order, purchase order, contract and/or order acknowledgement and by prior agreement of the company only.
    2. The issuance of any contract, purchase order or order shall not in any manner override these terms and conditions which shall be incorporated into any contract, purchase order or order howsoever arising unless otherwise agreed by the company.
    3. Quotations submitted by us shall (unless previously withdrawn), be open for acceptance for a period of 30 days from the date thereof, following which we shall be entitled to review and where necessary amend our quotation prior to entering contract.
    4. No quotation provided by us shall constitute an offer.
    5. Any performance of any obligation under or connected with the contract by you shall have the effect of binding the parties in contract under these terms and conditions exclusively. Any performance of any obligation by us shall be based solely on these terms and conditions and shall not act as an agreement to enter any alternative contract or terms and conditions.
    6. Where required, you may need to provide evidence of available funding before we enter contract with you, and this will be to the reasonable satisfaction of the company. We may, from time to time, require that you provide an update as to your funding and this shall constitute a condition of our continuing performance under the contract.
    7. On occasions we may require that you pay a deposit or security before we commence works. All securities will be held for the duration of the contract and shall only be set off against any final payment due after completion of the works.
    8. Any samples, drawings, descriptive matter, or advertising issued by us and any descriptions of the goods or illustrations or descriptions of the services contained in any catalogues, brochures or other advertising materials are issued or published for the sole purpose of giving an approximate idea of the services and/or goods described in them. They shall not form part of the Contract nor have any contractual force unless otherwise agreed by us.

  2. Goods

    1. The goods are as described in our quotation. We reserve the right to modify the goods to be supplied including if required by any applicable statutory or regulatory requirement. We shall notify the Customer in any such event.
    2. Particulars of dimensions, capacities, performance ratings, specifications, drawings and other data included in manufacturers’ catalogues, price lists or other documents supplied by us constitute only an approximate guide and shall not be of any contractual effect.

  3. Delivery/Installation

    1. Whilst we undertake to perform and complete the work of installation on the specified premises and to supply in connection therewith the equipment and materials so specified in our quotation, we do not undertake to do so within any time or by any specified date. Accordingly, time shall not be of the essence and the parties irrevocably agree that the customer shall have no rights in respect of set off for any delay howsoever arising.
    2. Any reference to any time or date shall be construed as an estimate of the time within which it is reasonable for us to perform or complete the works when such time or date was referred to and no more.
    3. In the event of performance or completion of the work or of the supply of equipment and materials so described being prevented, hindered, or impeded by reason of strike, lockout, combinations of work people, shortage of labour (locally or nationally), fire, frost, accident, breakdown, acts of God, force majeure, failure to deliver by any of our sub-contractors or suppliers, or any cause whatsoever beyond our control, then we shall be entitled to suspend despatch, delivery, and installation under this contract (upon giving notice in writing to you) for the period required by us to overcome the consequences of such causes or any such cause and will be under no responsibility whatsoever for any consequent non-delivery or delay, and you will not be entitled to cancel this contract without our written consent or to make any claim upon us in respect of such non-delivery or delay.
    4. Without prejudice to any of the matters aforesaid, in the event of delay howsoever caused in completion of the work of installation our liability for any loss or damage (direct or indirect) howsoever caused shall not exceed £100.00 and the parties hereby irrevocably agree that this value shall be a reasonable and complete remedy to all and any matters arising.
    5. Whilst we shall endeavour to complete all works in a sequential manner without interruption, we shall be under no obligation to conduct works in accordance with any programme either submitted or received nor shall we be required to undertake any works in any manner so as to coincide with any other trade or obligation.

  4. Quality

    1. We warrant that on delivery and if applicable in accordance with our Warranty/the Collateral Warranty period the Goods shall:
      1. conform in all material respects with their description;
      2. be free from material defects in design, material, and workmanship;
      3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
    2. Subject to clause 4.3, we shall, at our option, repair or replace any defective Goods, or refund the price of the defective Goods in full if:
      1. the Customer gives notice in writing in accordance with the terms of our Warranty where applicable or otherwise within 48 hours of discovery that some or all of the Goods do not comply with the warranty set out in clause 4.1/20;
      2. We are given a reasonable opportunity of examining such Goods; and
      3. the Customer (if asked to do so by us) returns such Goods to us at our cost.
    3. We shall not be liable for the Goods’ failure to comply with the warranty in clause 4.1/20 if:
      1. the Customer makes any further use of such Goods after giving a notice in accordance with clause 4.2;
      2. the defect arises because the Customer failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
      3. the defect arises as a result of us following any drawing, design or specification supplied by the Customer;
      4. the Customer alters or repairs such Goods without our written consent;
      5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
      6. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
      7. the defect arises as a result of any other building component not effectively installed or causing or likely to cause the defect, such as incorrect window cills, roof details, blocked guttering or similar.
    4. Except as provided in this clause, we shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 4.1/20.
    5. These Conditions shall apply to any repaired or replacement Goods supplied by us.

  5. Price

    1. All prices quoted are based on the costs of labour, equipment, materials, plant, transports, and conformity with statutory obligations prevailing at the date of quotations; in the event of any change in any of the costs aforesaid between the date of quotation and the date of delivery or the date of installation, the labour, equipment, materials, plant and transport will be invoiced upon the basis of the prices prevailing on the date of delivery or installation.
    2. If you disagree with any such invoiced price, then the quoted price will be payable at the time or times herein provided for and the reasonableness of the extent (if any) of any increases or decreases in the quoted price shall be referred to adjudication pursuant to The Scheme for Construction Contracts (England and Wales) Regulations 1998 Part I.

  6. Payment

    1. Time for payment shall be of the essence under this contract and in the event of failure to comply with the terms as to payment (whether paid by instalments or otherwise) we shall have the option to treat the contract as at an end in accordance with the provisions of clause 6.10 and to remove any equipment and materials whether already delivered or installed or not and you will be liable to indemnify us against any costs, charge or liability arising out of or in connection with such termination of the contract and no alleged fault or deficiency in any equipment, materials or workmanship shall entitle you to withhold any payment provided for by this contract.
    2. Without prejudice to our right to treat the contract as at an end as a result of non-payment or to suspend the same and to claim indemnity as aforesaid, interest shall be payable from the date at which any payment falls due at the rate of 5% above Bank of England base rate at the time to payment became due along with the reasonable cost of recovery.
    3. The Price for the Goods and/or Services shall be the price as agreed in the Order. The Price is exclusive of:
      1. amounts in respect of value added tax (“VAT”) and all other applicable taxes and duties, which the Customer shall pay to us at the prevailing rate; and
      2. the costs and charges of packaging, insurance, and transport of the Goods, which the Customer shall pay to us (unless otherwise stated as included).
    4. We may require payments to be made by instalments on the basis of a percentage of the total Price or as otherwise agreed in writing with the Customer. In the event of interim payments, the clause at 6.5 to 6.9 shall apply.
    5. Payments shall become due to us on the date of receipt by the Customer of our application for payment (“Application and/or Invoice”). Each Application shall set out the amount that we consider to be due and the basis upon which that amount has been calculated.
    6. No later than 2 days after each amount becomes due, the Customer shall notify us of the sum that the Customer considers to have been due at the payment due date in respect of the amount of the relevant Application and the basis upon which that amount has been calculated. Where the customer fails to provide such notice, the default sum shall be the sum stated on our Application and/or invoice.
    7. The final date for payment by the Customer shall be 7 days after the submission of our Application and/or Invoice.
    8. Unless the Customer has served a notice under clause 6.9, it shall pay us the sum referred to in the Customer’s notice under clause 6.6 (or if the Customer has not served such a notice, then the sum referred to in our Application and in either case, payment shall be made without deductions) (together referred to as “the Notified Sum”) on or before the final date for payment of the relevant amount.
    9. Not less than 2 days before the final date for payment, the Customer may give us a notice that it intends to pay less than the Notified Sum and any such notice shall specify the sum that the Customer considers to be due on the date the notice is served and the basis upon which that sum is calculated. The Customer must pay at least the sum so notified and without deduction.
    10. In the event of the Customer being in default of payment of any amount due to us under the Contract then on giving the Customer 2 days’ notice in writing specifying the grounds for so doing, we may suspend performance of any or all of our obligations under the Contract. We shall resume our obligations under the Contract within a reasonable time after receipt of any outstanding payment. Any suspension arising under this clause shall entitle us to payment of reasonable costs and expenses incurred as a result and the period of suspension shall be disregarded in computing any agreed date for completion of our obligations and we shall not otherwise be liable to the Customer in regard to such suspension. Should the suspension continue for a period of 7 days from the date of suspension (by notice) then we may terminate the contract with immediate effect upon written notice.
    11. We reserve the right to, by giving notice to the Customer at any time before delivery, increase the price to reflect any increase in the cost of the Goods and/or Services that is due to:
      1. any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties and increases in labour, materials, and other manufacturing costs);
      2. any request to us to change the delivery date(s), quantities, or types of Goods and/or Services ordered; or
      3. any delay caused by any instructions of the Customer or failure of the Customer to give us adequate or accurate information or instructions.
    12. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting any other rights or remedies, set off any amount owing to it by the Customer against any amount payable by us to the Customer.

  7. Property

    1. The property in any equipment and materials despatched, delivered, or installed by us in accordance with or pursuant to this contract shall remain with us until the whole of the price has been paid irrespective of whether such equipment and materials have been installed in whole or in part and such equipment and materials shall be at your risk until payment has been completed so that should any equipment and materials or the premises to which they have been delivered or installed, be lost destroyed or damaged by any cause whatsoever or howsoever arising between despatch and final payment the contract price shall be paid in full less the costs of such installation or completion as remains to be carried out when such loss destruction or damage took place.

  8. Defects

    1. In the case of a system being installed which is to be installed on or over any existing structure (new or otherwise) not withstanding any express or implied condition (statutory or otherwise) as to description fitness for any particular purpose, it is agreed that the Customer shall retain liability as to the suitability of any sub-structure or structure and shall not rely on any representation as to the suitability of any sub-structure or structure made by us.
    2. Any defect arising as a result of any unsuitability of the existing structure (new or otherwise) shall remain the sole liability of the Customer. We may elect to provide guidance and/or an option for repair of any defects arising in these circumstances but shall not provide any warranty as to the suitability of such repairs. Payment of the cost of repairs arising in these conditions shall be a condition precedent to us proceeding.
    3. Notwithstanding any express or implied condition (statutory or otherwise) as to description, fitness for any particular purpose or merchantability, it is agreed that prior to completion of installation we shall not be liable for any loss or damage (direct or indirect) or consequential loss howsoever caused which arises in connection with any equipment or materials (whether manufactured by us or not) delivered or supplied by us under this contract or with the installation thereof.
    4. In respect of any defects howsoever arising, the Customer shall notify us within not more than 48 hours of any defect arising providing a description of the defect and supporting evidence. We shall thereafter have a period of not less than 28 days (48 hours in the case of an emergency) with which to rectify any defects (or such other further time as may be necessary and agreed).
    5. In respect of defects caused to other connected installations, property, goods, or services, we shall be liable to you for the maximum of £1,000.00 howsoever arising.
    6. The customer shall have no right of set off in respect of any defects howsoever and whenever arising unless they have complied with the provisions of clause 8.4 and until written agreement has been obtained from us for works to be carried out by a third party.
    7. We shall not be liable in respect of any loss of use, disruption, delay, or other associated costs arising from any defect howsoever arising.

  9. Tests

    1. If we undertake any tests to our products and/or completed installation, these shall be for demonstration purposes and shall not be relied on in respect of any undertaking or representation.

  10. Protection

    1. The Customer shall, as instructed by us and unless otherwise agreed and provided for within our Quotation, protect all surrounding finishes, structures, window cills, windows, soffits, fascia’s, brickwork or other materials, products, surfaces, finishes or areas that may reasonably be affected by our works.
    2. The Customer shall indemnify us in respect of any damage causes to any surrounding structures or finishes, howsoever arising.

  11. Alterations and Modifications

    1. In the event of any alterations or modification being made to the premises wherein our materials are to be or are being installed or to any plan or design relating to such premises or plant to be constructed, altered, or modified, the contract price will be increased or decreased by the amount (taking into account costs, profits and overheads) occasioned by such alterations or modifications. If you disagree with any such increase or decrease, then the quoted prices will be payable at the time or times herein provided for and the extent (if any) of such increase or decrease shall be referred to arbitration in accordance with the Arbitration Act, 1950.

  12. Patents, Registered Designs and Trademarks

    1. We shall not be liable for the infringement of any patent, registered design, trademark, or other protective right where goods are manufactured to your design(s) and/or instruction(s) and you will fully indemnify us against any claim in respect thereof howsoever arising.

  13. Termination

    1. Without affecting any other right or remedy available to it, we may terminate the Contract by giving you not less than two weeks’ written notice.
    2. If we terminate the Contract under clause 13.1, you shall pay us a fair and reasonable amount for any work in progress on the Services at the time of termination.
    3. 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:
      1. the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 28 days after receipt of notice in writing to do so;
      2. the other party is declared or becomes insolvent, applies for or has a moratorium declared in respect of any of its indebtedness, 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 (an “Insolvency Event”);
      3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      4. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    4. Without affecting any other right or remedy available to us, we may terminate the Contract with immediate effect by giving written notice to the Customer if:
      1. the Customer fails to pay any amount due under the Contract on the due date for payment subject to the provisions of Clause 6.10; or
      2. there is a change of Control of the Customer.

  14. Consequences of Termination

    1. On termination of the Contract:
      1. 1 the Customer shall immediately pay to us all of our outstanding unpaid applications for payment and interest and, in respect of Services and Goods supplied but for which no application has been submitted, we shall submit an application, which shall be payable by the Customer immediately on receipt;
      2. 2 the Customer shall return all Goods which have not been fully paid for. If the Customer fails to do so, then we may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
    2. Termination or expiry of the Contract shall not affect any rights, remedies, obligations, and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
    3. Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

  15. Liability

    1. Without prejudice to the foregoing exclusions and limitations we shall not be under any liability for any loss or damage (direct or indirect), or consequential loss howsoever caused, where such loss or damage arose from out of or in connection with any event which occurred at a time when you were in breach of any obligation to effect payment under this agreement.
    2. Without prejudice to the foregoing exclusions and limitations our liability for damages in the event of any breach (whether such breach be a fundamental breach or breach of a fundamental term or not) of or failure to perform this contract or resulting from any negligence by us or our servants or agents shall not exceed the total price payable by you under this contract or £1,000.00 whichever sum be the lesser and we shall be under no liability in excess of such sums in respect of any loss or damage (direct or indirect) or consequential loss howsoever caused and howsoever arising, regardless whether the property in the goods despatched delivered or installed has or has not been passed to you.
    3. We shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
      1. loss of profits;
      2. loss of sales or business;
      3. loss of agreements or contracts;
      4. loss of anticipated savings;
      5. loss of use or corruption of software, data or information;
      6. loss of or damage to goodwill; and
      7. any indirect or consequential loss.
    4. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    5. This clause 15 shall survive termination of the Contract.

  16. Indemnity

    1. You shall indemnify us and our servants or agents against all claims and proceedings made or brought against us and our servants or agents in respect of any injury loss or damage (direct or indirect) or consequential loss howsoever arising to any person or property howsoever caused which arises out of or in connection with the execution of the said contract regardless whether the property in the said plant, materials or goods despatched, delivered, or installed has or has not been passed to you.

  17. Bankruptcy

    1. In the event of your bankruptcy or insolvency or in the event of a receiving order being made against you or in the event of your compounding with your creditors or in the event of the commencement of winding up proceedings, (you being a limited company and such proceedings being other than a member’s voluntary winding up for the purpose of reconstruction or amalgamation) or in the event of your business being earned on under a receiver for the benefit of creditors or any creditor, then we may at our option terminate this contract by notice in writing, whereupon all sums due from you shall remain due and you shall be liable to us for any loss occasioned in consequence of such termination.

  18. Access Equipment

    1. Any access equipment, plant, or tools, which we may provide, shall be for the use of our workers only. In the event of any person not in our employment in any way making use of such access equipment, plant, or tools, (whether with our consent. expressed or implied, or not) whilst the same is on your premises, any claim which may arise in respect to an accident arising out of or in connection with the use of such scaffolding, plant or equipment by any such person, shall be your sole responsibility howsoever such accident be caused, and you shall keep us fully indemnified against any such claim whatsoever.

  19. General

    1. The Law of England shall govern this contract.
    2. Our Offer is conditional on: (a) you providing to us [our receiving] a current Credit Rating for your company acceptable to us; or (b) you providing to us [our receiving] a Performance Bond / Parent Company Guarantee satisfactory to us; or (c) our agreeing satisfactory payment terms with you, which may or may not include an advance payment (all at our sole discretion). This condition needs to be satisfied before you can accept our Offer and therefore until such condition has been satisfied or waived by us in writing (at our sole discretion), our Offer is not capable of acceptance by you, and we are free to withdraw it at any time without liability.

  20. Collateral Warranties

    1. We are under no obligation to provide a collateral warranty to any third party.
    2. In circumstances where we agree to provide a collateral warranty, we will do so only where the following conditions are met:
      1. the collateral warranty must be set out in writing;
      2. prior to execution of the collateral warranty, the Customer must pay an additional sum equivalent to 1% of the Contract for each collateral warranty; and
      3. in any event, the collateral warranty must include clauses providing that we: (1) owes no greater duty to the beneficiary that it owes to the Customer under the Contract; (2) may rely upon any limitation or defence arising from the Contract; and (3) shall have no liability after the expiry of six (6) years from the performance of our obligations under the Contract; and a net contribution clause.

  21. Force Majeure

    1. Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event which hinders, delays or prevents performance of a party’s obligations and which is either beyond that party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure or interruption of energy sources, other utility service or transport network, acts of God, war, threat of or preparation for war, armed conflict, terrorism, riot, civil commotion, interference by civil or military authorities, sanctions, embargo, export or import restriction, quota or prohibition, breaking off of diplomatic relations, national or international calamity, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosion, collapse of building structures, fire, flood, drought, storm, earthquake, volcanic eruption, loss at sea, epidemic, pandemic or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors or any law or any action taken by a government or public authority.