Terms & Conditions

1. 1. DEFINITIONS

1.1 In this Contract:

“Contract” means any contract between You and Us (Flooring Supplies UK.com) incorporating these conditions for the sale of Products; “Flooring” means any matting, rugs, underlay, borders, carpets, vinyl, tiles, wood and/or laminate flooring and/or any other flooring ordered from Us by You or to be supplied by Us to You;, “Liability” means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs (including legal costs) and any other losses and/or liabilities; “Products” means any products and/or goods ordered from Us by You or to be supplied by Us to You including without limitation exhibition stands, display boards, Flooring, feature strips, grippers, adhesive, flooring accessories and/or cleaning and maintenance products; “We, Us, Our” means Flooring Supplies UK.com and any of its associated companies; “You, Your, Yourself ” means the person whose order for Products is accepted by Us;

2. BASIS OF CONTRACT AND ORDER

2.1 These conditions shall govern the agreement between You and Us to the exclusion of any other terms or conditions. Quotations are not binding or capable of acceptance and are estimates only. The Contract between You and Us shall come into effect on Our acceptance of Your order.

2.2 You shall be responsible for the accuracy of an order and for giving Us any information necessary for Us to perform the Contract. Orders for cut lengths of Flooring will be rounded up to the nearest 5cm.

2.3 Any order for cut length materials should be considered as Custom Orders, and such orders cannot be returned to stock.

3. SAMPLES

3.1 If You approve any sample produced by Us then You shall have no claim in respect of, nor any right to reject, any Products provided the Products in question are of the same description, specification, quality and fitness for the purpose as the sample.

3.2 You acknowledge that each batch of Flooring may have a slight colour and/or decoration variation from other batches due to the manufacturing process. We will use our reasonable endeavours to match any requested Flooring batch and/or to supply Flooring from the same batch if You supply Us with full written details of Your requirements with Your order but We shall be under no obligation to do so.

4. DELIVERY AND POSTPONEMENT

4.1 Dates for delivery and/or performance are estimates only and are not guaranteed. Time is not of the essence in relation to such dates. They are also subject to any matter beyond Our reasonable control.

4.2 We may effect delivery by instalment and where We do so, each such delivery shall constitute a separate and distinct contract and failure by Us to deliver, or any claim by You in respect of, any instalment shall not entitle You to repudiate and/or terminate this Contract as a whole.

4.3 You may not reject Products and/or to rescind for late delivery unless the due date for delivery has passed and You have served on Us a written notice requiring the Contract to be performed and giving Us not less than 14 days in which to do so and the notice has not been complied with.

4.4 Delivery will be made between 8am and 4pm on normal working days. You shall procure during these hours that We and/or Our delivery agents have free rights of access to the delivery address of the purpose of delivering the Products.

4.5 If the parties agree that the Products are to be collected from Our premises then You shall collect the Products within 3 working days of being notified that the Products are ready for collection. If the Products are not collected by You within such period We may at Your expense and risk either despatch the Products to You or store the Products until despatch and/or collection. Such goods stored on our premises will incur daily storage charges at our current rates.

4.6 If You fail to collect and/or refuse to take delivery of any Products in accordance with this Contract then:

4.6.1 We may withhold delivery of any other Products and may treat this Contract as repudiated by You and shall have the right to rescind this Contract;

4.6.2 You shall pay all Our reasonable additional costs and expenses incurred as a result; and/or

4.6.3 We may invoice You for the Products as if You had collected and/or taken delivery on time.

4.7 We may comply with reasonable requests by You for postponement of delivery of the Products but shall be under no obligation to do so. Where delivery of the Products is postponed at Your request then You shall pay all Our reasonable additional costs and expenses incurred as a result and You shall pay for the Products as if delivery had not been postponed.

5. PRICE

5.1 The price of the Products shall be as shown in Our price list current at the date of the acceptance of the order as varied by notification from Us and/or agreement with Our authorised representative. Our prices are ex-works, and You shall be liable to pay Our charges (if any) for transport and insurance. Our prices are exclusive of any applicable VAT for which You shall additionally be liable.

5.2 We may at Our sole discretion increase Our prices where the time between the date of acceptance of Your order and Your requested date of delivery exceeds 1calendar month.

5.3 Our terms of payment are net cash by the 20th day of the month following the end of the month in which the invoice was issued. Time for payment shall be of the essence.

5.4 If You fail to make any payment in full on the due date We may charge You interest (both before and after judgement) on the amount unpaid at the greater of the then current rate implied by law or the rate of 4% above the base rate from time to time of  The Bank Of England, compounded with monthly rests.

5.5 Any monies received by Us from You may be applied by Us at Our option against any interest charged prior to application against any principle sums due from You against which it may be applied in any order.

5.6 We may invoice each delivery of Products separately. We may render an invoice to You any time on or after delivery of the Products. If payment in full is not made to Us when due then We may withhold or suspend future or current deliveries of the Products and delivery under any other agreement with You.

5.7 You shall pay all sums due to Us under this Contract without any set-off, deduction, counterclaim or any other withholding of monies. Payment shall not be deemed to be made until We have received either cash, card payment, or cleared funds in respect of the full amount outstanding.

5.8 We may set a credit limit for You. Changes in Your credit limit will be notified to You. We may refuse to accept orders for Products and/or to suspend or withhold delivery of Products if such Products would result in You exceeding Your credit limit or the credit limit is already exceeded.

7. SPECIFICATION AND INTELLECTUAL PROPERTY RIGHTS

7.1 The quantity, quality, description and/or specification for the Products shall be that set out in Our price list and confirmed within Your order (if agreed by Us). Details and/or specifications in promotional literature produced by Us are intended as a guide only and only give a general approximation of the Products.

7.2 You agree to indemnify and keep indemnified Us against all claims, losses, expenses, actions, liabilities, costs (including legal costs on full indemnity basis and increased administration costs) and any other losses and/or liabilities arising out of Our use of the specifications, details and/or drawings supplied by you.

7.3 You will not alter, remove or tamper with any trade marks used on or in relation to the Products. You will not use any exhibition stand, sample or sales and/or promotional material We supply to You for any purpose other than the display, promotion and/or sale of the Products.

7.4 All intellectual property rights (including without limitation all patents, copyright, design rights (whether registered or unregistered), trade marks (whether registered or unregistered), skill and/or know-how and other similar rights, whether existing now and/or in the future, wherever existing in the world together with the right to apply for protection of the same) in the Products, their packaging and/or promotional literature shall be owned by Us and/or the relevant manufacturer absolutely.

8. PROPERTY AND RISK

8.1 Risk in the Products shall pass to You at the time of delivery. Delivery shall be deemed to occur:-

8.1.1 at the time when the Products arrive at the place of delivery if We deliver the Products by Our own transport or We arrange transport;

8.1.2 after the expiration of 3 working days after We have notified You that the Products are available for collection in accordance with clause 4.5 above; or

8.1.3 otherwise when the Products leave Our premises.

8.2 We shall retain title and ownership of the Products until We have received payment in full in cash, card payment, or cleared funds of all sums due and/or owing for all Products supplied to You by Us under this Contract and any other agreement between Us and You.

8.3 Until payment in full of the price for all Products supplied to You the Products shall be stored separately from any other products or goods belonging to You or any third party and must be clearly marked and identified as being Our property. You agree that Our employees and/or agents may enter Your premises to check compliance with this clause.

8.4 Until title in the Products has passed to You, You shall keep the Products insured for the price at which the Products were sold to you against all normal risks and shall procure that Our interest is noted on such policy of insurance.

9. DEFAULT

9.1 If You:-

9.1.1 fail to make any payment to Us when due;

9.1.2 breach the terms of this Contract (and if the breach is capable of remedy, have not remedied the breach within 14 days of receiving notice requiring the breach to be remedied);

9.1.3 persistently breach any one or more terms of this Contract;

9.1.4 pledge or charge any Products which remain Our property, or cease or threaten to cease to carry on business, or propose to compound with Your creditors, apply for an interim order under Section 252 Insolvency Act 1986 or have a Bankruptcy Petition presented against You, enter into voluntary or compulsory liquidation, have a receiver, administrator or administrative receiver appointed over all or any of Your assets, or take or suffer any similar action in any jurisdiction;

9.1.5 appear to Us due to Your credit rating to be financially inadequate to meet Your obligations under the Contract; and/or

9.1.6 appear reasonably to Us to be about to suffer any of the above events; then We shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 9.2 below.

9.2 If any of the events set out in clause 9.1 above occurs in relation to You then:-

9.2.1 We may enter, without prior notice, any of Your premises (or premises of third parties with their consent) where Products owned by Us may be and repossess and dispose of or sell any Products found which are owned by Us so as to discharge any sums due to Us under this Contract or any other agreement with You;

9.2.2 We may require You not to re-sell or part with the possession of any Products owned by Us until You have paid in full all sums due to Us under this Contract or any other agreement with You;

9.2.3 We may withhold delivery of any undelivered Products and stop any Products in transit;

9.2.4 We may cancel, terminate and/or suspend without Liability to You any agreement with You; and/or

9.2.5 all monies owed by You to Us shall forthwith become due and payable.

10. REPAIRS AND REPLACEMENTS

10.1 We will at Our option either refund the price or replace free of charge any defective Products where the defect is apparent on inspection provided that the defect is notified to Us in writing within 14 working days of delivery of such Products and, in respect of Flooring, that the Flooring is returned to Us in its original condition.

10.2 Any defective Products must be returned to Us for inspection if reasonably requested by Us before We will have any Liability for such Products. We may choose to inspect the Products on site before We have any Liability for defective Products and you will procure access to the Products to enable us to do so.

10.3 If any Flooring contains a latent defect which would not have been apparent on inspection at the time of delivery, We may in Our sole discretion replace the Flooring and may meet the reasonable additional refitting costs or refund the price for such Flooring provided the defect is notified to Us in writing within 14 days of the date on which the defect became apparent. Provided We comply with this clause the replacement and/or refund shall be Your sole remedy.

10.4 We will at Our option either refund the price of or replace free of charge any Products missing from a delivery of Products provided that the missing items are notified to Us within 5 working days of delivery or, in the event of total non-delivery, this fact is notified to Us within 5 working days of receipt of the invoice by You.

11. LIMITATIONS OF LIABILIT Y

11.1 We will have no Liability to You for any colour and/or pattern discrepancy which falls within acceptable industry tolerance levels, currently set out in BS 3655. You will inspect all Flooring on delivery before cutting and/or fitting.

11.2 Each of Our Floorings is recommended by the manufacturer for use only within specific areas. We shall have no Liability to You in respect of any Flooring which is used:-

11.2.1 within a bathroom and/or WC and which is not recommended by the manufacturer for “Bathroom Use”;

11.2.2 on stairs other than where the manufacturer has recommended the Flooring as suitable for “Heavy Domestic Use”; and/or

11.2.3 other than in accordance with the manufacturer’s recommended usage.

11.3 We shall be under no Liability in respect of any faults or defects caused by wilful damage, abnormal working conditions, failure to follow Our instructions and/or those of the relevant manufacturer, misuse, alteration and/or repair of Products without Our approval, failure to use the recommended underlay, grippers, adhesive, design and/or feature strips, cleaning and/or maintenance system, improper maintenance, cleaning and/or negligence on Your part or a third party and/or as a result of the Product being used for display or demonstration purposes.

11.4 We shall be under no Liability in respect of any defect in the Flooring caused by and/or contributed to by any failure to follow best practice in the fitting and/or laying of the Flooring, any incorrect treatment prior to fitting and/or any process or product applied to the Flooring after delivery.

11.5 We shall have no Liability in respect of shrinkage if the Flooring has not been adequately laid and secured. We shall have no Liability for any damage to the appearance of Flooring arising from stains, soiling, fading, pilling or flattening of the carpet pile.

11.6 We shall use Our reasonable endeavours to pass on to You the benefit of any product guarantee offered by the manufacturer but shall be under no obligation to do so. We shall have no Liability to You if the price for the Products has not been paid in full by the due date for payment.

11.7 We shall have no Liability to You for defective Products, Products not despatched or Products damaged or lost in transit unless the event is notified to Us within the appropriate time limit set out in this Contract.

11.8 We shall have no Liability for additional damage, loss, liability, claims, costs or expenses caused or contributed to by the continued use of defective Products after a defect has become apparent or suspected or should reasonably have become apparent to You and/or Your customers.

11.9 You shall give Us a reasonable opportunity to remedy any matter for which We are liable before You incur any costs and/or expenses in remedying the matter Yourself. If You do not do so We shall have no Liability to You.

11.10 We shall have no Liability to You for any:-

11.10.1 consequential losses;

11.10.2 loss of profits and/or damage to goodwill;

11.10.3 economic and/or other similar losses;

11.10.4 special damages and/or indirect losses; and/or

11.10.5 business interruption, loss of business, contracts, opportunity and/or production.

11.11 We shall have no Liability in respect of any defect in Products sold as “imperfect”, “second-hand”, “B-grade” and/or “reconditioned” where You were notified of the existence of the relevant defect by the time We accepted Your order.

11.12 Our total Liability to You:

11.12.1 in relation to any claim relating to Products sold to You as “imperfect”, “second-hand”, “B-grade” and/or “reconditioned” shall not exceed the net invoice value of the relevant Product; &

11.12.2 in respect of all other claims, shall not exceed three times the net value of the Products to which the claim relates.

except that to the extent that any of Our Liability to You would be met by any insurance of Ours then Our Liability shall be extended to the extent that such Liability is met by such insurance.

11.13 Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of :

11.13.1 Liability for breach of contract and/or under this Agreement;

11.13.2 Liability in tort (including negligence);

11.13.3 Liability for breach of statutory duty; and

11.13.4 Liability for breach of common law except in clause 11.13 above which shall apply once only in respect of all the said types of Liability.

11.14 Nothing in this Contract shall exclude or limit Our Liability for death or personal injury due to Our negligence or any Liability which is due to fraud or any other liability which is not permitted to exclude or limit as a matter of law.

11.15 All warranties, terms, conditions and duties implied by law relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law.

11.16 Nothing in this Contract shall exclude or limit any of Your statutory rights which may not be excluded or limited due to You acting as a consumer. Any provision which would be void under any consumer protection legislation or other legislation shall, to that extent, have no force or effect.

12. GENERAL

12.1 You agree to indemnify and keep indemnified Us against any and all losses, lost profits, damages, claims, costs (including legal costs on a full indemnity basis), claims, actions, and any other losses and/or liabilities arising from or due to any breach of contract, any tortuous act and/or omission and/or any breach of statutory duty by You, Your customers and/or any third party fitters.

12.2 No waiver by Us of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision.

12.3 We shall have no Liability to You for any delay in performance of this Contract to the extent that such delay is due to any events outside Our reasonable control. If We are affected by any such event then the time for performance shall be extended for a period equal to the period that such event or events delayed such performance.

12.4 You shall not assign Your interest in the Contract (or any part) without Our written consent. We may assign and/or sub-contract Our interest in this Contract (or any part).

12.5 All third party rights are excluded and no third party shall have any right to enforce this Contract. Any right of a third party to enforce this Contract may be varied and/or extinguished by agreement between the parties to this Contract without the consent of such third party This Contract is governed by and interpreted in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts.