Terms & Conditions
1. DEFINITIONS AND INTERPRETATION
1. In these Conditions, the following definitions apply:
Business Day a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
Buyer the person, firm, or company who purchases the Goods from the Seller.
Conditions these terms and conditions as amended from time to time in accordance with clause 21.
Contract the contract between the Seller and the Buyer for the supply of Goods and services (where applicable) in accordance with these Conditions.
Contract Price the price of the Goods invoiced by the Seller to the Buyer in accordance with clause 8.5.
Force Majeure Event has the meaning given to it in clause 13.
Goods the goods (or any part of them) set out in the Order.
Intellectual Property Rights all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order the order form, or the Buyer's written acceptance of the Seller's quotation, or as the case may be.
Seller Alltype Roofing Supplies (Group) Ltd, its successors and assigns.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a party includes its personal representatives, successors and permitted assigns.
1.4 A reference to legislation or a legislative provision is a reference to it asamended or re-enacted and includes all subordinate legislation made under thatlegislation or legislative provision.
1.5 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.6 A reference to writing or written excludes fax but not email.
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Buyer to purchase Goods in accordance with these Conditions.
2.2 The Buyer shall ensure that the terms of the Order and any specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Seller issues written acceptance of the Order at which point and on which date the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made orgiven by or on behalf of the Seller which is not set out in the Contract.
2.5 The Buyer waives any right it might have to rely on any term endorsed upon, delivered with or contained in any documents of the Buyer that is inconsistent with these Conditions.
2.6 Any samples, drawings, descriptive matter or advertising issued by the Seller and any descriptions of the Goods (or services, where applicable) contained in the Seller's catalogues or brochures (whether digital or otherwise) are issued or published for the sole purpose of giving an approximate idea of the Goods (or services, where applicable) described in them. They shall not form part of the Contract or have any contractual force.
2.7 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by law, trade, custom, practice or course of dealing.
2.8 Any quotation for Goods (or services, where applicable) given by the Seller shall not constitute an offer, and shall be for the current price and strictly limited to the type and quantity of Goods (or services, where applicable) as stated in the quotation.
3. GOODS
3.1 The Goods are described in the Seller's catalogue as modified by any applicable specification agreed in writing between the Seller and the Buyer.
3.2 To the extent that the Goods are to be manufactured in accordance with a specification supplied by the Buyer, the Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Sellers use of the specification. This clause 3.2 shall survive termination of the Contract.
3.3 The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. The Buyer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed.
3.4 Notwithstanding any services offered by the Seller, the Seller is unable to advise the Buyer on the fitness of the Goods for any particular purpose, their storage or application. Unless the Seller gives written advice or a written recommendation, the Buyer is entirely responsible for satisfying itself that the Goods are fit for the intended use either by relying on their own expertise or by obtaining professional advice.
3.5 The Seller reserves the right to amend any specification for Goods if required by any applicable statutory or regulatory requirements. Dimensions and other physical properties of the Goods are subject to reasonable manufacturing tolerances.
4. DELIVERY OF GOODS
4.1 The Seller shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery note; and
(b) if the Seller requires the Buyer to return any packaging material to the Seller, it shall be clearly stated on the delivery note and the Buyer shall make any such packaging materials available for collection at such times as the Seller shall reasonably request. Returns of packaging materials shall be at the Seller's expense.
4.2 The Seller shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Seller notifies the Buyer that the Goods are ready. Delivery shall be as near as possible to the Delivery Location, where the Seller believes that such place is suitable for unloading during the normal working hours of the Seller on a Business Day.
4.3 If the Goods are delivered by the Seller, delivery of the Goods shall be completedon the Goods' arrival at the Delivery Location. The Buyer shall be solely responsible for the unloading of the Goods and the Seller shall not be liable for any damage that occurs during such unloading. If the unloading of the Goods by the Buyer exceeds a period of one hour, the Seller may, at its discretion, charge the Buyer for the additional time spent at the Delivery Location at a rate the Seller deems acceptable.
4.4 If the Goods are collected from the Seller by the Buyer, delivery of the Goods shall be completed upon completion of the loading of the Goods at the location of collection. The Seller shall not be liable for any damage that occurs during the loading or unloading of the Goods whether the Goods are loaded by the Buyer or the Seller.
4.5 Any claims by the Buyer in respect of alleged shortage, damage or loss in transit must be notified to the Seller within 24 hours of delivery or collection and confirmed in writing within three days of delivery taking place. Any evident damage to external packaging must be notified to the Seller at the time of delivery or collection and shall be detailed on the Seller’s copy of the delivery note. No claim can be made by the Buyer under this clause 4.5 if an acceptance note relating to the Goods has been signed by the Buyer or his agent or employee without reference to the alleged damage, shortage or loss in transit.
4.6 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer's failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.7 If the Seller fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Seller shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, the Buyer's failure to provide the Seller with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
4.8 If the Buyer fails to accept or take delivery of, or collect, the Goods within seven Business Days ofthe Seller notifying the Buyer that the Goods are ready for delivery or collection, then except where such failure or delay is caused by a Force Majeure Event or by the Seller's failure to comply with its obligations under the Contract in respect of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the Business Day following the day on which the Seller notified the Buyer that the Goods were ready; and
(b) the Seller shall store the Goods until delivery or collection takes place, and shall, without limiting its rights, be entitled to charge the Buyer on an indemnity basis for all related costs and expenses (including insurance).
4.9 If 20 Business Days after the date on which the Seller notified the Buyer that the Goods were ready for delivery or collection, the Buyer has not accepted or taken delivery of, or collected, the Goods, the Seller may resell or otherwise dispose of part or all of the Goods and, without limiting its rights and after deducting reasonable storage and selling costs and expenses (including insurance), account to the Buyer for any excess over the price of the Goods or charge the Buyer for any shortfall below the price of the Goods.
4.10 The Seller may deliver the Goods by instalments which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
4.11 The Seller shall be under no obligation to make any delivery of Goods to the Buyer if the Buyer isi n breach of any of these Conditions.
5. QUALITY OF GOODS
5.1 The Seller warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall:
(a) be as described in the Seller's catalogue or in any specification as appropriate;
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2 Subject to clause 5.3, if:
(a) during the Warranty Period, the Buyer gives notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
(b) the Seller is given a reasonable opportunity of examining such Goods; and
(c) the Buyer (if asked to do so by the Seller) returns such Goods to the Seller's place of business at the Buyer's cost, then the Seller shall, at its option and to the extent that it agrees that such Goods do not comply with the warranty set out in clause 5.1, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 The Seller shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:
(a) the Buyer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
(b) the defect arises because the Buyer failed to follow either the Sellers or the manufacturer's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
(c) the defect arises as a result of the Seller following any drawing, design or specification supplied by the Buyer;
(d) the Buyer alters or repairs such Goods without the written consent of the Seller;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
(f) the Goods differ from the specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards; or
(g) the Buyer has not paid in full for the Goods.
5.4 Except as provided inclause 5.2, the Seller shall have no liability to the Buyer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5 These Conditions shall apply to any repaired or replacement Goods supplied by the Seller under clause 5.2.
5.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6. RETURNS
6.1 Goods can be returned within 28 days from the initial purchase date, provided that:
(a) the Goods are goods that are stocked by the Seller on the date of return;
(b) the Buyer returns the Goods with the original invoice; and
(c) the Goods are in the same condition as when they were received by the Buyer.
6.2 Subject to clause 5, the following Goods are non-returnable:
(a) items that are manufactured explicitly for the Buyer’s specification;
(b) non-stock items or items that are special ordered at the request if the Buyer;
(c) tinned or boxed products which have been opened; and
(d) fibre cement, slate and gas; and
(e) any item which has been marked as such on the invoice delivered to the Buyer.
6.3 Costs of collection and re-delivery of replacement items will be met by the Buyer, except such re-delivery or replacements under clause 5.2. The Seller reserves the right to levy a re-stocking and handling charge on any returns.
6.4 If Goods returned following a request of the Buyer and such return is not made by the Seller onits own vehicle, such return shall be at the Buyer's risk and the Buyer should hold insurance for a value not less than the full invoice price of the Goods being returned.
6.5 The Seller is required, in accordance with instructions from gas supplier, to charge a deposit for any gas bottles that are not the subject of an exchange at the rate determined by the relevant supplier from time to time. The deposit paid will be returned to the Buyer on the return of a gas bottle of the same capacity. Please note that the Seller shall not issue any refunds for any deposit for gas bottle returns made more than one year (365 days) after the date the deposit was made.
7. TITLE AND RISK
7.1 The risk in the Goods shall pass to the Buyer:
(a) if the Goods are delivered to the Buyer, at the time of delivery as specified inclause 4.3; or
(b) if the Goods are collected by the Buyer, at the time of delivery as specified inclause 4.4.
7.2 Title to the Goods shall not pass to the Buyer until the Seller has received payment in full (in cash or cleared funds) for the Goods, and any other goods that the Seller has supplied to the Buyer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums owed.
7.3 Until title to the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a trust for the Seller;
(b) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller's property;
(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Seller's behalf from the date of delivery;
(e) notifythe Seller immediately if it becomes subject to any of the events listed inclause 11.1; and
(f) give the Seller such information as the Seller may reasonably require from time to time relating to the Goods and the Buyer's ongoing financial position.
7.4 Subject to clause 7.5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Seller receives payment for the Goods. However, if the Buyer resells the Goods before that time:
(a) it does so as principal and not as the Seller’s agent; and
(b) title to the Goods shall pass from the Seller to the Buyer immediately before the time at which resale by the Buyer occurs.
7.5 At any time before title to the Goods passes to the Buyer, the Seller may:
(a) by notice in writing to the Buyer, terminate the Buyer’s right under clause 7.4 to resell the Goods or use them in the ordinary course of its business; and
(b) require the Buyer to deliver up all Goods in its possession and control that have not been resold or irrevocably incorporated into another product, and if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored, to recover them. The Buyer shall procure entry to any such third party's premises if requested to do so by the Seller.
8. CHARGES AND PAYMENT
8.1 The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in the Seller's published price list as at the date of delivery.
8.2 The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods which shall be invoiced to and paid by the Buyer when it pays for the Goods.
8.3 All amounts payable by the Buyer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Seller to the Buyer, the Buyer shall, on receipt of a valid VAT invoice from the Seller, pay to the Seller such additional amounts in respect of VAT as are chargeable on the supply of the Goods at the same time as payment is due for the supply of the Goods.
8.4 The Seller reserves the right to increase the price of the Goods by giving notice to the Buyer at any time before delivery, to reflect any increase in the cost of the Goods to the Seller that is due to:
(a) any factor beyond the control of the Seller (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Buyer to change the delivery date(s), the number of deliveries, quantities or types of Goods ordered, or any specification; or
(c) any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate or accurate information or instructions.
8.5 The Seller shall invoice the Buyer on or at any time after completion of delivery of the Goods pursuant to clauses 4.3 and 4.4.
8.6 The Seller shall have the right to invoice the Buyer by email. Where invoices are sent out using email they will be deemed to have been received by the Buyer on the date when they are sent provided that the email is transmitted between the hours of 06.30am and 7.00pm on a Business Day. If the invoice is sent by email from the Seller to the Buyer outside of the above times then the Buyer will be deemed to have received the invoice on the next Business Day.
8.7 The Buyer shall pay each invoice submitted by the Seller:
(a) by the end of the month following the month of issue of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by the Seller,and time for payment shall be of the essence of the Contract.
8.8 Without limiting any other right or remedy of the Seller, if the Buyer fails to make any payment due to the Seller under the Contract by the due date for payment (DueDate), the Seller shall have the right to charge interest on the overdue amount from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment. Interest under this clause 8.8 will accrue each dayat the rate of 2% a year above the Bank of England’s base rate from time to time but at 2% per year for any period when the base rate is below zero.
8.9 The Buyer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Buyer shall not be entitled to assert any credit, set-off or counterclaim against the Seller in order to justify withholding payment of any such amount in whole or in part. The Seller may, without limiting its other rights or remedies, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.
8.10 Non-payment by the Buyer by the Due Date shall entitle the Seller to demand payment of all outstanding balances under the Contract or any other contract or agreement between the parties whether due or not and to cancel forthwith any outstanding orders and credit facilities without prejudice to all other rights the Seller may have.
8.11 The Buyer must pay to the Seller all and any reasonable expenses and legal costs incurred by the Seller in taking any steps, including court action, to enforce the Buyer's obligations under the Contract for the payment of any monies owed by the Buyer to the Seller.
9. CONFIDENTIAL INFORMATION
9.1 Each party undertakes that it shall not during and after termination of this Contract, without the prior written consent of the other party, use or disclose to any other party any confidential information of the other party which is identified as confidential or which is confidential by its nature except as permitted by clause 9.2.
9.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 9; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.3 Neither party may use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
9.4 This clause 9 shall survive termination of the Contract.
10. LIMITATION OF LIABILITY
THE BUYER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE 10.
10.1 Nothing in these Conditions or the Contract shall limit or exclude the Seller's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(e) defective products under the Consumer Protection Act 1987.
10.2 Nothing in these Conditions or the Contract shall limit or exclude the Buyer’s liability for its payment obligations under the Contract.
10.3 Subject to clause 10.1:
(a) the Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) the Seller's total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Contract Price.
10.4 Subject to clause 10.1 and 10.2, the following types of loss are wholly excluded:
(a) loss of profits (including loss of anticipated savings);
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of use or corruption of software, data or information;
(e) loss of or damage to goodwill; and
(f) indirect or consequential loss.
10.5 Except as set out inthese Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from theContract.
10.6 This clause 10 shall survive termination of the Contract.
11. TERMINATION
11.1 Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if:
(a) the Buyer defaults in any of its payment obligations;
(b) the Buyer commits a material breach of the Contract or these Conditions and (if such breach is remediable) fails to remedy that breach within 10 days after receipt of notice in writing of the breach;
(c) any distress or execution is levied upon any assets of the Buyer;
(d) a winding up petition is filed in relation to the Buyer, or where the Buyer is an individual, they become subject to a bankruptcy petition or order;
(e) the Buyer makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a Court of competent jurisdiction for protection from its creditors or an administration or winding up order is made or an administrator or receiver is appointed in relation tothe Buyer:
(f) the financial position of the Buyer deteriorates to such an extent that in the opinion of the Seller the capability of the Buyer adequately to fulfil its obligations in accordance with the Contract has been placed in jeopardy; or
(g) the Buyer suspends, or threatens to suspend, payment of its debts and/or threatens to suspend, ceases or threatens to cease to carry on all or substantially the whole of its business.
11.2 Without limiting its other rights or remedies, the Seller may terminate the Contract:
(a) by giving the Buyer 10 Business Days written notice; or
(b) with immediate effect by giving written notice to the Buyer, if the Buyer fails to pay any amount due under this Contract on the Due Date.
11.3 Without limiting its other rights or remedies, the Seller shall have the right to suspend all further deliveries of Goods under the Contract or any other contract betweenthe Buyer and the Seller if:
(a) the Buyer fails to pay any amount due under this Contract on the Due Date; or
(b) the Buyer becomes subject to any of the events listed in clause 11.1, or the Seller reasonably believes that the Buyer is about to become subject to any of them.
12. CONSEQUENCES OF TERMINATION
On termination of theContract for any reason:
(a) the Buyer shall immediately pay to the Seller all of the Seller's outstanding unpaid invoices and interest or, in respect of Goods supplied but for which no invoice has been submitted, the Seller shall submit an invoice, which the Buyer shall pay immediately on receipt;
(b) the accrued rights and remedies of the Seller as at termination shall not be affected, 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; and
(c) clauses which expressly or by implication have effect after termination of the Contract shall continue in full force and effect.
13. FORCE MAJEURE
13.1 For the purposes ofthis Contract, Force Majeure Event means an event beyond the reasonable control of the Seller including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law orgovernmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemic, epidemic or by any failure of theSeller's subcontractors to supply the Seller.
13.2 The Seller shall notbe liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
13.3 If the Force Majeure Event prevents the Seller from providing any of the Goods for more than 10 Business Days, the Seller shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.
14. ASSIGNMENT AND SUBCONTRACTING
14.1 The Seller may at anytime assign, transfer, charge, subcontract or deal in any other manner with allor any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
14.2 The Buyer shall not, without the prior written consent of the Seller, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights orobligations under the Contract.
15. DATA AND DATA PROTECTION
15.1 The Seller may use any information that the Buyer has provided to the Seller to enable a search to be made with credit reference agencies to assess the creditworthiness of the Buyer and to search against any personal credit records of all directors and/or proprietors of the Buyer (in respect of which the Buyer confirms that all necessary consents from the individuals have been obtained) where the Buyer has sought or has entered into credit terms with the Seller. Such searches may include a search against current or previous addresses in the last three years.
15.2 For the purposes of credit referencing, fraud prevention and any money laundering regulations that may apply, the Seller may share the account information and trade history with other lenders and credit reference agencies. The Seller may from time to timereview the account of the Buyer, and further searches of credit reference agencies and/or personal credit record searches may be undertaken by the Seller.
15.3 All personal data shall be processed by the Seller in accordance with its privacy policy, a copy of which is available on the Buyer’s website at https://www.alltypegroup.net
16. NOTICES
16.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to the email addresses detailed in theContract (or an address substituted in writing by the party to be served).
16.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left atthe proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day afterposting; or
(c) if sent by email, at the time of transmission, or, ifthis time falls outside the hours of 9.00am to 3.30pm in the place of receipt, the next Business Day.
16.3 This clause 16 does not applyto the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
17. WAIVER AND CUMULATIVE REMEDIES
17.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by the Seller in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
17.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
18. SEVERANCE
18.1 If a court or anyother competent authority finds that any provision of the Contract (or part ofany provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
18.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
19. NO PARTNERSHIP
Nothing in the Contract is intended to, nor shall be deemed to, constitute a partnership orjoint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
20. THIRD PARTIES
A person who is not a party to the Contract shall not have any rights under the Contracts (Rights ofThird Parties) Act 1999 to enforce any term of the Contract.
21. VARIATION
Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Seller.
22. GOVERNING LAW AND JURISDICTION
This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction f the courts of England.
1. In these Conditions, the following definitions apply:
Business Day a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
Buyer the person, firm, or company who purchases the Goods from the Seller.
Conditions these terms and conditions as amended from time to time in accordance with clause 21.
Contract the contract between the Seller and the Buyer for the supply of Goods and services (where applicable) in accordance with these Conditions.
Contract Price the price of the Goods invoiced by the Seller to the Buyer in accordance with clause 8.5.
Force Majeure Event has the meaning given to it in clause 13.
Goods the goods (or any part of them) set out in the Order.
Intellectual Property Rights all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order the order form, or the Buyer's written acceptance of the Seller's quotation, or as the case may be.
Seller Alltype Roofing Supplies (Group) Ltd, its successors and assigns.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a party includes its personal representatives, successors and permitted assigns.
1.4 A reference to legislation or a legislative provision is a reference to it asamended or re-enacted and includes all subordinate legislation made under thatlegislation or legislative provision.
1.5 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.6 A reference to writing or written excludes fax but not email.
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Buyer to purchase Goods in accordance with these Conditions.
2.2 The Buyer shall ensure that the terms of the Order and any specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Seller issues written acceptance of the Order at which point and on which date the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made orgiven by or on behalf of the Seller which is not set out in the Contract.
2.5 The Buyer waives any right it might have to rely on any term endorsed upon, delivered with or contained in any documents of the Buyer that is inconsistent with these Conditions.
2.6 Any samples, drawings, descriptive matter or advertising issued by the Seller and any descriptions of the Goods (or services, where applicable) contained in the Seller's catalogues or brochures (whether digital or otherwise) are issued or published for the sole purpose of giving an approximate idea of the Goods (or services, where applicable) described in them. They shall not form part of the Contract or have any contractual force.
2.7 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by law, trade, custom, practice or course of dealing.
2.8 Any quotation for Goods (or services, where applicable) given by the Seller shall not constitute an offer, and shall be for the current price and strictly limited to the type and quantity of Goods (or services, where applicable) as stated in the quotation.
3. GOODS
3.1 The Goods are described in the Seller's catalogue as modified by any applicable specification agreed in writing between the Seller and the Buyer.
3.2 To the extent that the Goods are to be manufactured in accordance with a specification supplied by the Buyer, the Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Sellers use of the specification. This clause 3.2 shall survive termination of the Contract.
3.3 The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. The Buyer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed.
3.4 Notwithstanding any services offered by the Seller, the Seller is unable to advise the Buyer on the fitness of the Goods for any particular purpose, their storage or application. Unless the Seller gives written advice or a written recommendation, the Buyer is entirely responsible for satisfying itself that the Goods are fit for the intended use either by relying on their own expertise or by obtaining professional advice.
3.5 The Seller reserves the right to amend any specification for Goods if required by any applicable statutory or regulatory requirements. Dimensions and other physical properties of the Goods are subject to reasonable manufacturing tolerances.
4. DELIVERY OF GOODS
4.1 The Seller shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery note; and
(b) if the Seller requires the Buyer to return any packaging material to the Seller, it shall be clearly stated on the delivery note and the Buyer shall make any such packaging materials available for collection at such times as the Seller shall reasonably request. Returns of packaging materials shall be at the Seller's expense.
4.2 The Seller shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Seller notifies the Buyer that the Goods are ready. Delivery shall be as near as possible to the Delivery Location, where the Seller believes that such place is suitable for unloading during the normal working hours of the Seller on a Business Day.
4.3 If the Goods are delivered by the Seller, delivery of the Goods shall be completedon the Goods' arrival at the Delivery Location. The Buyer shall be solely responsible for the unloading of the Goods and the Seller shall not be liable for any damage that occurs during such unloading. If the unloading of the Goods by the Buyer exceeds a period of one hour, the Seller may, at its discretion, charge the Buyer for the additional time spent at the Delivery Location at a rate the Seller deems acceptable.
4.4 If the Goods are collected from the Seller by the Buyer, delivery of the Goods shall be completed upon completion of the loading of the Goods at the location of collection. The Seller shall not be liable for any damage that occurs during the loading or unloading of the Goods whether the Goods are loaded by the Buyer or the Seller.
4.5 Any claims by the Buyer in respect of alleged shortage, damage or loss in transit must be notified to the Seller within 24 hours of delivery or collection and confirmed in writing within three days of delivery taking place. Any evident damage to external packaging must be notified to the Seller at the time of delivery or collection and shall be detailed on the Seller’s copy of the delivery note. No claim can be made by the Buyer under this clause 4.5 if an acceptance note relating to the Goods has been signed by the Buyer or his agent or employee without reference to the alleged damage, shortage or loss in transit.
4.6 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer's failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.7 If the Seller fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Seller shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, the Buyer's failure to provide the Seller with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
4.8 If the Buyer fails to accept or take delivery of, or collect, the Goods within seven Business Days ofthe Seller notifying the Buyer that the Goods are ready for delivery or collection, then except where such failure or delay is caused by a Force Majeure Event or by the Seller's failure to comply with its obligations under the Contract in respect of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the Business Day following the day on which the Seller notified the Buyer that the Goods were ready; and
(b) the Seller shall store the Goods until delivery or collection takes place, and shall, without limiting its rights, be entitled to charge the Buyer on an indemnity basis for all related costs and expenses (including insurance).
4.9 If 20 Business Days after the date on which the Seller notified the Buyer that the Goods were ready for delivery or collection, the Buyer has not accepted or taken delivery of, or collected, the Goods, the Seller may resell or otherwise dispose of part or all of the Goods and, without limiting its rights and after deducting reasonable storage and selling costs and expenses (including insurance), account to the Buyer for any excess over the price of the Goods or charge the Buyer for any shortfall below the price of the Goods.
4.10 The Seller may deliver the Goods by instalments which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
4.11 The Seller shall be under no obligation to make any delivery of Goods to the Buyer if the Buyer isi n breach of any of these Conditions.
5. QUALITY OF GOODS
5.1 The Seller warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall:
(a) be as described in the Seller's catalogue or in any specification as appropriate;
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2 Subject to clause 5.3, if:
(a) during the Warranty Period, the Buyer gives notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
(b) the Seller is given a reasonable opportunity of examining such Goods; and
(c) the Buyer (if asked to do so by the Seller) returns such Goods to the Seller's place of business at the Buyer's cost, then the Seller shall, at its option and to the extent that it agrees that such Goods do not comply with the warranty set out in clause 5.1, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 The Seller shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:
(a) the Buyer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
(b) the defect arises because the Buyer failed to follow either the Sellers or the manufacturer's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
(c) the defect arises as a result of the Seller following any drawing, design or specification supplied by the Buyer;
(d) the Buyer alters or repairs such Goods without the written consent of the Seller;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
(f) the Goods differ from the specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards; or
(g) the Buyer has not paid in full for the Goods.
5.4 Except as provided inclause 5.2, the Seller shall have no liability to the Buyer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5 These Conditions shall apply to any repaired or replacement Goods supplied by the Seller under clause 5.2.
5.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6. RETURNS
6.1 Goods can be returned within 28 days from the initial purchase date, provided that:
(a) the Goods are goods that are stocked by the Seller on the date of return;
(b) the Buyer returns the Goods with the original invoice; and
(c) the Goods are in the same condition as when they were received by the Buyer.
6.2 Subject to clause 5, the following Goods are non-returnable:
(a) items that are manufactured explicitly for the Buyer’s specification;
(b) non-stock items or items that are special ordered at the request if the Buyer;
(c) tinned or boxed products which have been opened; and
(d) fibre cement, slate and gas; and
(e) any item which has been marked as such on the invoice delivered to the Buyer.
6.3 Costs of collection and re-delivery of replacement items will be met by the Buyer, except such re-delivery or replacements under clause 5.2. The Seller reserves the right to levy a re-stocking and handling charge on any returns.
6.4 If Goods returned following a request of the Buyer and such return is not made by the Seller onits own vehicle, such return shall be at the Buyer's risk and the Buyer should hold insurance for a value not less than the full invoice price of the Goods being returned.
6.5 The Seller is required, in accordance with instructions from gas supplier, to charge a deposit for any gas bottles that are not the subject of an exchange at the rate determined by the relevant supplier from time to time. The deposit paid will be returned to the Buyer on the return of a gas bottle of the same capacity. Please note that the Seller shall not issue any refunds for any deposit for gas bottle returns made more than one year (365 days) after the date the deposit was made.
7. TITLE AND RISK
7.1 The risk in the Goods shall pass to the Buyer:
(a) if the Goods are delivered to the Buyer, at the time of delivery as specified inclause 4.3; or
(b) if the Goods are collected by the Buyer, at the time of delivery as specified inclause 4.4.
7.2 Title to the Goods shall not pass to the Buyer until the Seller has received payment in full (in cash or cleared funds) for the Goods, and any other goods that the Seller has supplied to the Buyer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums owed.
7.3 Until title to the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a trust for the Seller;
(b) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller's property;
(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Seller's behalf from the date of delivery;
(e) notifythe Seller immediately if it becomes subject to any of the events listed inclause 11.1; and
(f) give the Seller such information as the Seller may reasonably require from time to time relating to the Goods and the Buyer's ongoing financial position.
7.4 Subject to clause 7.5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Seller receives payment for the Goods. However, if the Buyer resells the Goods before that time:
(a) it does so as principal and not as the Seller’s agent; and
(b) title to the Goods shall pass from the Seller to the Buyer immediately before the time at which resale by the Buyer occurs.
7.5 At any time before title to the Goods passes to the Buyer, the Seller may:
(a) by notice in writing to the Buyer, terminate the Buyer’s right under clause 7.4 to resell the Goods or use them in the ordinary course of its business; and
(b) require the Buyer to deliver up all Goods in its possession and control that have not been resold or irrevocably incorporated into another product, and if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored, to recover them. The Buyer shall procure entry to any such third party's premises if requested to do so by the Seller.
8. CHARGES AND PAYMENT
8.1 The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in the Seller's published price list as at the date of delivery.
8.2 The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods which shall be invoiced to and paid by the Buyer when it pays for the Goods.
8.3 All amounts payable by the Buyer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Seller to the Buyer, the Buyer shall, on receipt of a valid VAT invoice from the Seller, pay to the Seller such additional amounts in respect of VAT as are chargeable on the supply of the Goods at the same time as payment is due for the supply of the Goods.
8.4 The Seller reserves the right to increase the price of the Goods by giving notice to the Buyer at any time before delivery, to reflect any increase in the cost of the Goods to the Seller that is due to:
(a) any factor beyond the control of the Seller (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Buyer to change the delivery date(s), the number of deliveries, quantities or types of Goods ordered, or any specification; or
(c) any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate or accurate information or instructions.
8.5 The Seller shall invoice the Buyer on or at any time after completion of delivery of the Goods pursuant to clauses 4.3 and 4.4.
8.6 The Seller shall have the right to invoice the Buyer by email. Where invoices are sent out using email they will be deemed to have been received by the Buyer on the date when they are sent provided that the email is transmitted between the hours of 06.30am and 7.00pm on a Business Day. If the invoice is sent by email from the Seller to the Buyer outside of the above times then the Buyer will be deemed to have received the invoice on the next Business Day.
8.7 The Buyer shall pay each invoice submitted by the Seller:
(a) by the end of the month following the month of issue of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by the Seller,and time for payment shall be of the essence of the Contract.
8.8 Without limiting any other right or remedy of the Seller, if the Buyer fails to make any payment due to the Seller under the Contract by the due date for payment (DueDate), the Seller shall have the right to charge interest on the overdue amount from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment. Interest under this clause 8.8 will accrue each dayat the rate of 2% a year above the Bank of England’s base rate from time to time but at 2% per year for any period when the base rate is below zero.
8.9 The Buyer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Buyer shall not be entitled to assert any credit, set-off or counterclaim against the Seller in order to justify withholding payment of any such amount in whole or in part. The Seller may, without limiting its other rights or remedies, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.
8.10 Non-payment by the Buyer by the Due Date shall entitle the Seller to demand payment of all outstanding balances under the Contract or any other contract or agreement between the parties whether due or not and to cancel forthwith any outstanding orders and credit facilities without prejudice to all other rights the Seller may have.
8.11 The Buyer must pay to the Seller all and any reasonable expenses and legal costs incurred by the Seller in taking any steps, including court action, to enforce the Buyer's obligations under the Contract for the payment of any monies owed by the Buyer to the Seller.
9. CONFIDENTIAL INFORMATION
9.1 Each party undertakes that it shall not during and after termination of this Contract, without the prior written consent of the other party, use or disclose to any other party any confidential information of the other party which is identified as confidential or which is confidential by its nature except as permitted by clause 9.2.
9.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 9; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.3 Neither party may use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
9.4 This clause 9 shall survive termination of the Contract.
10. LIMITATION OF LIABILITY
THE BUYER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE 10.
10.1 Nothing in these Conditions or the Contract shall limit or exclude the Seller's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(e) defective products under the Consumer Protection Act 1987.
10.2 Nothing in these Conditions or the Contract shall limit or exclude the Buyer’s liability for its payment obligations under the Contract.
10.3 Subject to clause 10.1:
(a) the Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) the Seller's total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Contract Price.
10.4 Subject to clause 10.1 and 10.2, the following types of loss are wholly excluded:
(a) loss of profits (including loss of anticipated savings);
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of use or corruption of software, data or information;
(e) loss of or damage to goodwill; and
(f) indirect or consequential loss.
10.5 Except as set out inthese Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from theContract.
10.6 This clause 10 shall survive termination of the Contract.
11. TERMINATION
11.1 Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if:
(a) the Buyer defaults in any of its payment obligations;
(b) the Buyer commits a material breach of the Contract or these Conditions and (if such breach is remediable) fails to remedy that breach within 10 days after receipt of notice in writing of the breach;
(c) any distress or execution is levied upon any assets of the Buyer;
(d) a winding up petition is filed in relation to the Buyer, or where the Buyer is an individual, they become subject to a bankruptcy petition or order;
(e) the Buyer makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a Court of competent jurisdiction for protection from its creditors or an administration or winding up order is made or an administrator or receiver is appointed in relation tothe Buyer:
(f) the financial position of the Buyer deteriorates to such an extent that in the opinion of the Seller the capability of the Buyer adequately to fulfil its obligations in accordance with the Contract has been placed in jeopardy; or
(g) the Buyer suspends, or threatens to suspend, payment of its debts and/or threatens to suspend, ceases or threatens to cease to carry on all or substantially the whole of its business.
11.2 Without limiting its other rights or remedies, the Seller may terminate the Contract:
(a) by giving the Buyer 10 Business Days written notice; or
(b) with immediate effect by giving written notice to the Buyer, if the Buyer fails to pay any amount due under this Contract on the Due Date.
11.3 Without limiting its other rights or remedies, the Seller shall have the right to suspend all further deliveries of Goods under the Contract or any other contract betweenthe Buyer and the Seller if:
(a) the Buyer fails to pay any amount due under this Contract on the Due Date; or
(b) the Buyer becomes subject to any of the events listed in clause 11.1, or the Seller reasonably believes that the Buyer is about to become subject to any of them.
12. CONSEQUENCES OF TERMINATION
On termination of theContract for any reason:
(a) the Buyer shall immediately pay to the Seller all of the Seller's outstanding unpaid invoices and interest or, in respect of Goods supplied but for which no invoice has been submitted, the Seller shall submit an invoice, which the Buyer shall pay immediately on receipt;
(b) the accrued rights and remedies of the Seller as at termination shall not be affected, 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; and
(c) clauses which expressly or by implication have effect after termination of the Contract shall continue in full force and effect.
13. FORCE MAJEURE
13.1 For the purposes ofthis Contract, Force Majeure Event means an event beyond the reasonable control of the Seller including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law orgovernmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemic, epidemic or by any failure of theSeller's subcontractors to supply the Seller.
13.2 The Seller shall notbe liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
13.3 If the Force Majeure Event prevents the Seller from providing any of the Goods for more than 10 Business Days, the Seller shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.
14. ASSIGNMENT AND SUBCONTRACTING
14.1 The Seller may at anytime assign, transfer, charge, subcontract or deal in any other manner with allor any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
14.2 The Buyer shall not, without the prior written consent of the Seller, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights orobligations under the Contract.
15. DATA AND DATA PROTECTION
15.1 The Seller may use any information that the Buyer has provided to the Seller to enable a search to be made with credit reference agencies to assess the creditworthiness of the Buyer and to search against any personal credit records of all directors and/or proprietors of the Buyer (in respect of which the Buyer confirms that all necessary consents from the individuals have been obtained) where the Buyer has sought or has entered into credit terms with the Seller. Such searches may include a search against current or previous addresses in the last three years.
15.2 For the purposes of credit referencing, fraud prevention and any money laundering regulations that may apply, the Seller may share the account information and trade history with other lenders and credit reference agencies. The Seller may from time to timereview the account of the Buyer, and further searches of credit reference agencies and/or personal credit record searches may be undertaken by the Seller.
15.3 All personal data shall be processed by the Seller in accordance with its privacy policy, a copy of which is available on the Buyer’s website at https://www.alltypegroup.net
16. NOTICES
16.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to the email addresses detailed in theContract (or an address substituted in writing by the party to be served).
16.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left atthe proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day afterposting; or
(c) if sent by email, at the time of transmission, or, ifthis time falls outside the hours of 9.00am to 3.30pm in the place of receipt, the next Business Day.
16.3 This clause 16 does not applyto the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
17. WAIVER AND CUMULATIVE REMEDIES
17.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by the Seller in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
17.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
18. SEVERANCE
18.1 If a court or anyother competent authority finds that any provision of the Contract (or part ofany provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
18.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
19. NO PARTNERSHIP
Nothing in the Contract is intended to, nor shall be deemed to, constitute a partnership orjoint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
20. THIRD PARTIES
A person who is not a party to the Contract shall not have any rights under the Contracts (Rights ofThird Parties) Act 1999 to enforce any term of the Contract.
21. VARIATION
Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Seller.
22. GOVERNING LAW AND JURISDICTION
This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction f the courts of England.
FAQ'S
What types of roofing materials do you offer?
We provide a wide range of roofing materials including metal roofing, tile, slate, concrete, clay, and flat roofing solutions. Get in touch with your local Alltype Group branch for more information.
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What are your opening hours?
Monday:
06:30 - 16:00*
Tuesday:
06:30 - 16:00*
Wednesday:
06:30 - 16:00*
Thursday:
06:30 - 16:00*
Friday:
06:30 - 16:00*
Saturday:
06:30 - 11:00
Sunday:
CLOSED
*Subject to change without notice. Branch opening times may vary.
What methods of payment do you accept?
We accept all major debit cards, cash, secure payment link and bank transfer (BACS). If you have any questions regarding payment, please contact your local branch. We also offer an account credit facility. *terms and conditions apply.
How do I place an order?
You can place an order by contacting your local branch via phone, e-mail or in store at your local branch.
Do you sell directly to homeowners or only to contactors?
We sell to both homeowners and contractors. Homeowners can browse and purchase with us directly or through their preferred contractor.
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