Terms & Conditions
1. Definitions
1.1 GTCs : These General Terms and Conditions.
1.2 Agreement: All agreements covering purchases, sales and/or contracting of work, or other types of agreement which we conclude with customers, and all consequent and/or related agreements and/or commitments.
1.3 Offer: Every offer which we make to a (potential) customer.
1.4 We / Company: Floor Industries UK Ltd. which apply these Terms and Conditions as such and which act in the capacity of sellers, suppliers and/or contractors in agreements, or, in the case of offers, as the party making the offer.
1.5 Customers: All parties which conclude an agreement with us, within meaning of Clause 1.2, or which receive an offer from us, within the meaning of Clause 1.3.
1.6 Days: all calendar days.
1.7 Complaints: All the customer’s grievances concerning the quality or quantity of goods and services supplied.
1.8 Our depot: our commercial properties and/or grounds and/or locations at which we segregate goods for delivery and prepare them for dispatch.
2. Application
2.1 All agreements concluded by us are subject to these GTCs. All offers which we make are also subject to these GTCs.
2.2 Regardless of the date of notification, agreements concluded with us and offers made by us shall not be governed by any other GTCs, such as those of the customer, without our explicit consent, issued to the customer in writing, to the application of such other GTCs. In no circumstances shall such consent denote that other agreements between us and the customer are subject to the customer’s GTCs.
2.3 The stipulations of these GTCs shall not apply if and in as far as such is prohibited by statutory requirements. If a stipulation is nullified on these grounds in certain circumstances, the regulation which is most favourable to us shall apply and all other stipulations shall remain fully in force.
2.4 In all other cases, departures from these GTCs are permissible only with written consent signed by both parties.
3. Offers / conclusion
3.1 Our offers are made without obligation. Any final term stipulated in an offer shall be binding on the customer only. We have the right to withdraw our offers within 2 days of receiving confirmation of acceptance.
3.2 Subject to the withdrawal option, within the meaning of Clause 3.1, agreements shall be concluded as of the date on which we receive full acceptance of our offer, confirmed in writing by the due date. If our customer accepts our offer subject to variations of minor significance, such variations shall not form part of the agreement with us and an agreement shall be concluded in accordance with our offers.
3.3 Agreements shall also be deemed to have been concluded when we deliver goods in accordance with the accompanying forwarding documents / invoices.
4. Prices
4.1 Unless a fixed price is agreed, prices are as stated in our pricelist or shown on our website, effective on the delivery date.
4.2 Our prices are stated exclusive of value added tax, other taxes and duties and of transport and insurance costs.
4.3 We have the right, within reason, to charge costs increases to the customer. Customers shall be notified of such increases in writing.
5. Delivery
5.1 Subject to receiving all necessary information relating to any order the Company will endeavour to comply with the Customer's delivery requirements. However, the Company is not to be liable for delay or failure to deliver the Goods or for any damage, loss, expense arising from or connected with such delays or failure. Time for delivery shall not be deemed to be of the essence of any contract unless a guarantee shall have been given in writing specifying an agreed sum as liquidated damages and the Customer has suffered loss by the Company's delay.
5.2 Delivery promises are based on the assumption that there is an unobstructed good hard road giving adequate access to the Customer's unloading point; available storage space for the Goods and suitable and sufficient labour for unloading the Goods when delivered. The Company will not be responsible for any damage done to the Goods resulting from unloading or handling on site. If there is no such adequate unobstructed road or available storage space, the Company reserves the right to withhold the delivery and charge for wasted journeys.
5.3 In the event of delivery of the wrong Goods the Company's liability shall be limited to replacing such wrong Goods with the correct Goods, provided the wrong Goods are returned to the Company in good condition within 14 days.
5.4 Where the Goods are held by the Company awaiting delivery instructions or where the Customer does not accept or make facilities available for the delivery and acceptance of Goods as herein provided, then the Company shall be entitled to invoice the Customer and be paid for the Goods as herein provided.
5.5 The Company will accept no liability for shortage or loss of Goods unless the Goods are examined on delivery and complaints are made as provided in condition 11, hereof.
5.6 Goods are delivered on the Company's transport or, by appointed carrier. Charges to be advised. These deliveries are to ‘kerbside’ only.
6. Force majeure
6.1 In the event of shortcomings due to enduring circumstances for which we cannot be held responsible, but which entail that we are unable to meet our commitments, we have the right, within a reasonable period, to cancel all or part of the agreement by means of written notification, without liability to pay the customer any compensation for damages or to reimburse the customer for any ensuing benefits we may have enjoyed.
6.2 ‘Shortcomings due to circumstances for which we cannot be held responsible’, within the meaning of Clause 6.1, include shortcomings due to war, strikes, blockades, lock-outs, traffic disruptions, disruptions in supplies of raw materials / semi-manufactures, illness of employees and the failure of sub-suppliers / contractors to fulfil their commitments, or to do so on time.
6.3 Shortcomings due to circumstances for which we cannot be held responsible shall be deemed to be enduring if the activity in question cannot be performed within 60 days of the onset of the circumstances concerned.
6.4 If the activity can be performed within 60 days, the circumstances giving rise to the shortcomings are not deemed to be enduring and neither we, nor the customer, may cancel the agreement. Our performance commitment shall be suspended, without liability to pay the customer any compensation for damages or to reimburse the customer for any ensuing benefits we may have enjoyed.
7. Security
7.1 We have the right at all times to require that the customer provide security for the fulfilment of the commitments. If a customer neglects or refuses to provide security within the period we determine, we have the right to rescind the agreement by means of written notification. If we have already delivered goods to the customer, the latter is required to return these to us within five days of the notification date. The customer is also required to compensate us for all damages which we suffer as a result of its neglect or refusal.
8. Terms of Payment
8.1 Payments shall be made through:
• Stripe (via our web site)
• Bank transfer
8.2 Payments shall be made in the invoiced currency to our offices or to one of our bank or account.
8.3 Payments shall first be applied to the settlement of costs, then to the settlement of interest and thereafter to the settlement of outstanding invoices, in chronological order, even if the customer states that its payment relates to other invoices and/or debts.
8.4 A customer which falls to pay on time shall be in default, without notification thereof being required, and shall be liable to pay us interest of 1.5 % of the invoice amount for each month or part of a month following the payment date, as defined in Clause 8.1, for which payment is overdue.
8.5 If a customer remains in default for more than 15 days, we have the right to institute debt collection proceedings in this case, the customer is liable to cover our extra-judicial collection costs, in accordance with the collection charges, the minimum amount being £100.00
8.6 A customer which defaults on any payments commitment to us shall be deemed to be on default in respect of all its outstanding debts to us. In this case, Clauses 8.4 and 8.5 shall apply accordingly.
9. Retention of Title
9.1 The property in the Goods shall not pass to the Customer until the Customer has paid for such Goods (including carriage and interest) and discharged any other indebtedness to the Company in full. If notwithstanding that the ownership of the Goods has not passed to the Customer and the Customer has sold to a third party, then the Customer so sells as a fiduciary agent for the Company and shall hold all or part of the proceeds of such sale, or any Goods or property purchased therewith, on trust for the Company. The Customer agrees that prior to the payment for the Goods or the discharge of any other indebtedness in full, the Company may at any time enter on to the Customer’s premises or any other site where the Goods may be and remove the Goods there from and resell the same. Notwithstanding that the property in the Goods shall not pass to the Customer save as provided above the Goods shall be at the risk of the Customer from the time of collection by or delivery to him of the Goods and in the event of the Goods being damaged, destroyed or lost after collection or delivery the Company shall be entitled to payment in full for the same. If the Customer requires postponement of collection or delivery of the Goods, the Company may at its option exercisable by notice in writing to the Customer treat the risk in the Goods as having passed to the Customer.
10. Quality and complaints
10.1 Customer prior to installation must inspect all goods, as claims resulting from visible defects cannot be entertained after the product has been fitted. Any complaint that arises on goods already fitted can only be considered once the item has been inspected in situ and the details submitted on request. We can accept no liability for consequential loss or damage not due to circumstances beyond our control or that of our suppliers. The guarantee is not valid if we deliver goods of lower quality by explicit agreement.
10.2 Immediately on delivery, the customer shall count, measure, weigh and inspect the goods for visible defects, and for invisible ones which are easily detected, prior to storage or use.
10.3 Complaints concerning quantities, dimensions, weights, visible defects and easily detectable invisible defects must be submitted to us immediately if the nature of the goods allows and, in all other cases, in writing within 14 days of the delivery of the goods.
The final sentence of Clause 10.2 shall apply accordingly.
10.4 If, within six months of the date of delivery, goods which we supply prove to have invisible defects which are not easy to detect, complaints must be submitted in writing within 14 days of the discovery of such defect.
10.5 Customers must accept the usual 10% tolerances in our branch of industry regarding quantities, dimensions and weights.
10.6 In respect of our customers, we are required to repair, replace or refund the invoice value of goods which do not satisfy the standards described in Clause 10.1, providing that the customer conducts the checks and follows the complaints procedures described in Clauses 10.2, 10.3 and 10.4, thoroughly and in good time.
10.7 Goods may be returned to us only with our written consent, both to their return and to the method of dispatch. The customer continues to bear the risk of the goods.
10.8 Complaints shall in no event entitle the customer to suspend the payment commitments.
11. Limitation of liability / Product liability risk
11.1 The Customer must accept full responsibility for the suitability of the Goods ordered for the purpose to which they are put.
11.2 The Company shall incur no liability in respect of any matter concerning the Goods, whether for shortage, defective quality, colour match, or for any discrepancy or fault whatever kind as to the number, condition, quality or description or otherwise, unless the Customer shall give written notification thereof to the Company within 3 days of the delivery of the Goods giving rise to claim or complaint. This obligation to give notice is a condition of this contract and is imposed so that the company itself gives notice to the manufacturer or other party involved. The liability of the Company for a claim made hereunder shall at the option of the Company be limited to replacing the Goods subject of the claim or complaint after the delivery thereof.
11.3 Save as aforesaid the Company shall be under no liability in respect of short delivery, defective goods, failure to comply with description or lack of quality, delay in delivery or in respect of any other claim or complaint relating to the Goods. In any event the Company shall not be liable for any direct or indirect or consequential loss or damage or loss of profit of whatsoever nature, labour costs incurred in repairing or replacing Goods or any loss or damage or delay howsoever arising caused by circumstances outside the reasonable control of the Company.
11.4 All terms, express or implied, relating to the quality of Goods are warranties only the breach of which gives no right to reject the Goods or terminate the contract in any circumstances whatsoever.
12. Cancellation and Returns
12.1 Contracts and orders and parts thereof may be cancelled by the customer only with the Company’s previous agreement in writing. Any orders for bespoke products can only be canceled prior to the start of production, no cancelations or returns can be accepted on goods that have been made on a bespoke basis. Any cancellation will render the Customer liable for any costs, loss of profit or expenses incurred by the Company as a result. When goods are returned solely on the account of customer error, we will only issue credit amounting to that obtained for the goods on resale, less15% handling charge.
13. Infringement of third-party rights
13.1 Our customer shall guarantee that goods which we produce in accordance with instructions or drawings supplied by the customer, or with the aid of the customer’s moulds or forms, shall not Infringe on the intellectual property rights of third parties. A single instance of such infringement shall, in itself, afford us the right to rescind an agreement by written notification. The customer indemnifies us against all claims from third party rightful claimants in relation to such infringements.
14. Insolvency of Buyer
14.1 This clause applies if;
1. The Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for purposes of amalgamation or reconstruction); or
2. An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
3. the Buyer ceases, or threatens to cease, to carry on business; or
4. The Seller reasonably apprehends that of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any
liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
At all times until full payment has been made the supplier holds the full title of the goods and at any time at the buyer’s cost can collect all such items where payment has not been fully made within those displayed here under ‘Terms of Payment’
15. Applicable law
15.1 Every contract to which these conditions apply shall be constructed and operate as an English Contract and in accordance with English law, and all dispute shall be submitted to the jurisdiction of the English Courts.
16. Place of execution
16.1 The execution of agreements is deemed to take place at the location at which we are established.
17. Disputes
17.1 All disputes relating to agreements concluded with us, and/or to commitments arising there from, shall be brought before the competent court, as designated by law, for the location at which we are established.
18. Evidence
18.1 In the absence of comprehensive evidence to the contrary, our administrative records are decisive as regards the legitimate extent of the commitments of the parties to agreements concluded with us.
18.2 In the absence of comprehensive evidence to the contrary, the quantities, measures and weights stated in invoices, waybills and/or packer’s numbers for transactions between us and our customers shall be deemed to be accurate.
19. Amendments
19.1 We have the right to amend these GTCs. Amended stipulations shall take effect as of the date stated in the amendment resolution. Customers known to us at the time of an amendment shall be notified of such amendment in writing.
20. Pricing
20.1 Unless otherwise expressly agreed by the Company in writing, prices quoted in any contract, order, price list or otherwise are subject to increase without notice in the event of there being, prior to delivery of the Goods any rise in the market price of the Goods or any increase in cost to the Company of, or caused by, materials, fuel, labour, transport, government or other duties or taxes.
21. Samples
21.1 (if any) are only submitted as indicative of a class of Goods without any guarantee as to size, colour, or quality of the Goods. The Company will endeavour to comply with any sample but it is to be under no liability for failure to comply as aforesaid or for failure to provide the size, colour or quality selected and any sale of Goods shall not be by reference to any such samples.
22. Catalogues and other Literature
22.1 All descriptive and sales catalogues, and other advertising matter and price lists are intended merely to represent a general idea of the Goods described therein and none of these shall form part of any contract.
23. Specifications
23.1 Operating a policy of continuous improvement, we reserve the right to modify material construction and specifications without notice.
24. Size Tolerances
24.1 Whilst every effort is made to manufacture the correct size, slight production variations are unavoidable and a tolerance of plus or minus 1.5% should be allowed.