Terms and Conditions of Sale

1. DEFINITIONS
“Company” means Specialist Building Products Limited; “Contract” means any contract between the Company and the
Customer for the sale and purchase of Goods;
“Customer” means the person, firm or company whose order for the Goods is accepted by the Company;
“Goods” means any goods which the Company is to supply to the Customer (including any of them or any part of them).
2. GENERAL
2.1 Any quotation or estimate given by the Company is an invitation to the Customer to make an offer only and is valid for a
period of 30 days only from its date. No order placed shall be binding on the Company until accepted by the Company.
2.2 All orders made by the Customer shall be an offer by the Customer to purchase the Goods subject to these Conditions.
Placing an order for Goods by the Customer shall be deemed to be conclusive proof that the Customer has accepted
these Conditions.
2.3 Unless otherwise agreed in writing by the Company, these terms and conditions are the only terms and conditions on
which the Company is prepared to deal with the Customer and shall govern the Contract to the exclusion of all other
terms or conditions including terms and conditions endorsed upon, delivered with or contained in the Customer’s
quotation, acknowledgement or acceptance of order, specification or similar document. The Customer acknowledges
that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which
is not set out in a Contract.
2.4 The Customer shall ensure that the terms of its order and any applicable specification are complete and accurate.
3. PRICES
3.1 Unless the sale is stated to be at a fixed price, Goods are sold at the price current at the date of delivery of the Goods.
The Company reserves the right to alter prices without notice in order to reflect increases in the cost of materials, labour,
transport, energy and other costs incurred in manufacturing and supplying Goods.
3.2 Prices of the Goods are stated exclusive of Value Added Tax or any other applicable tax or duty relating to the
manufacture, transport, export, import, sale or delivery of the Goods which will be charged in addition at the rate
applicable at the appropriate tax or other point (as appropriate) and which the Customer shall pay when it is due to pay
for the Goods.
3.3 Unless otherwise agreed the company reserves the right to charge for the cost of carriage.
4. DELIVERY, NON-DELIVERY AND RISK
4.1 Subject to Condition 4.2 or unless otherwise agreed in writing, delivery of Goods shall occur when the Company (itself or
through a carrier) delivers Goods to the Customer’s premises at the point in time immediately prior to off-loading of
Goods from the Company’s (or carrier’s) vehicle. The Customer is responsible for off-loading Goods from the Company’s
(or carrier’s) vehicle and will provide at the delivery point adequate and appropriate equipment and suitably experienced
manual labour for such off-loading.
4.2 The Company will use reasonable endeavours to comply with dates for delivery of the Goods requested, but unless
otherwise agreed in writing, such dates are approximate and time shall not be of the essence nor shall be made of the
essence by notice. If no dates are specified, delivery will be within a reasonable time. If the Company having used
reasonable endeavours fails to deliver by such dates, it will not be liable for any loss (including loss of profit), costs,
damages, charges or expenses caused directly or indirectly by delay in delivery (even if caused by its negligence) nor
unless such delay exceeds 60 days will any delay entitle the Customer to terminate or rescind the Contract.
4.3 If the Customer fails to take delivery of any Goods when they are ready for delivery or to provide any instructions,
documents, licences or authorisations required to enable delivery of Goods on time (except because of the Company’s
fault) the Customer shall indemnify the Company against any reasonable cost incurred by the Company arising from the
failed delivery.
4.4 In the case of failure to take delivery under Condition 4.3:
(a) risk in the Goods shall pass to the Customer (including for loss or damage caused by the Company’s negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) the Company may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and
expenses (including, without limitation, storage and insurance).
4.5 Risk in Goods passes to the Customer on delivery.
4.6 The Company may make delivery of the Goods by instalment and invoice the Customer for each instalment despatched.
4.7 Each instalment shall be a separate Contract. No cancellation or termination of any one Contract relating to an
instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment, and no default in respect of
any one instalment shall affect or prejudice due performance of the Contract as regards any other instalments.
4.8 The Customer is responsible for checking the amount of Goods delivered conforms with the amounts specified on the
delivery note. The Customer must notify the Company (which may be by email or verbally) of any missing Goods within
24 hours of delivery. In the absence of such notice, the amount of Goods shown on the delivery note shall be conclusive
evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence
proving the contrary.
4.9 The Customer must notify the Company of any damage in writing within two working days of delivery. In the absence of
any such notice, the Goods shall be deemed to have been delivered to the Customer free of damage.
4.10 The Company shall not be liable for any non-delivery of an order (even if caused by the Company’s negligence) unless
the Customer gives written notice to the Company of the non-delivery within seven days of the date when the relevant
order would in the ordinary course of events have been delivered.
4.11 Any liability of the Company for missing Goods notified under clause 4.8 or for non-delivery of an order under clause
4.10 shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate
against any invoice raised for such Goods.
5. FORCE MAJEURE
5.1 If the Company is prevented or delayed from performing the Contract or any part thereof by any circumstances beyond
its reasonable control including (without limiting the generality of the foregoing) acts of God, fire, explosion, flood,
epidemic, accident, governmental actions, war, riot, industrial action, inability to obtain materials or labour, power or
machinery, breakdown or failure or natural disaster, the Company shall not be liable in any manner or deemed in breach.
Further performance shall be suspended as long as the Company is so prevented or delayed.
6. TITLE
6.1 Title to and property in Goods supplied by the Company remains vested in the Company (notwithstanding delivery of
and passing of risk in Goods) until the price of Goods and all monies due from the Customer to the Company whether
under a Contract or on any other account is paid or satisfied in full (in cash or cleared funds).
6.2 Until title and property in Goods passes, the Customer shall: (a) store Goods separately from other goods of the
Customer or any third party in a proper manner without charge to the Company and ensure they are clearly identified to
be the Company’s property; (b) hold Goods on a fiduciary basis as the Company’s bailee; (c) maintain Goods in
satisfactory condition insured on the Company’s behalf for their full price against all risks; (d) not destroy, deface or
obscure any identifying mark or packaging on or relating to the Goods; and (e) on request produce to the Company the
policy of insurance and evidence that the premiums under the policy have been paid.
6.3 The Customer’s right to possession of the Goods shall terminate immediately if any of the events specified in Condition
11 occur or if any sum owed by the Customer to the Company under any Contract or on any account is not paid on the
due date. Where the Customer’s right to possession has terminated, the Company may at any time without prior notice
to the Customer repossess and resell Goods. For the purpose of exercising this right, the Company, its employees or
agents shall be granted an irrevocable licence to enter (at any time without prior notice to the Customer) freely any
premises where Goods are or may be stored to inspect them or, where the Customer’s right to possession has
terminated, to recover them.
6.4 The Customer may resell the Goods before ownership has passed only on the following conditions:
(a) any sale must be in the ordinary course of business at full market value and the Customer must account to the
Company;
(b) any sale must be of the Company’s property and the Customer must only sell as principal when making such a
sale.
6.5 If the Company cannot determine whether goods are the Goods, the Customer is deemed to have sold all goods of the
kind sold by the Company to the Customer in the order in which they were invoiced to the Customer.
6.6 The Company may recover payment notwithstanding that ownership of Goods has not passed from the Company.
6.7 On termination of a Contract, howsoever caused, the Company’s (but not the Customer’s) rights contained in this
Condition 6 shall remain in effect.
7. ACCEPTANCE
7.1 Without prejudice to Condition 10, the Customer shall be deemed to have accepted Goods as being in conformity with
its order and shall be bound to pay for them, unless written rejection is received by the Company within 14 days of
delivery. Save as provided in Condition 10, Goods accepted cannot be returned and any claim which the Customer
might otherwise have shall be deemed to have been waived.
7.2 Credit shall only be given for returned goods, which the Company expressly agrees, may be returned and which in the
Company’s opinion are of satisfactory quality. Where Goods are returned for credit, the Company may charge a
reasonable handling fee to cover the costs incurred by the Company.
8. PAYMENT
8.1 (a) Unless otherwise agreed in writing, payment without any deduction for Goods is due upon delivery of the Goods;
(b) Where delivery is by instalments, the Customer shall pay for each instalment on the terms set out in this Condition
8;
(c) The Customer cannot set off against any monies due to the Company under the Contract, any amount claimed or
due from the Company under the Contract or on any other account.
8.2 All sums payable to the Company under this Contract shall become due immediately on termination.
8.3 Payment shall be made in the currency and amount specified on the Company’s invoice (net of any bank, transmission
or other such charges).
8.4 If the Customer shall default in payment, the Company shall be entitled, without prejudice to any other right or remedy,
to;
(i) to suspend any or all further deliveries of Goods under the contract and under any other contract or contracts
between the Company and the Customer then current, without notice;
(ii) to charge interest on any amount outstanding pursuant to the Late Payment of Commercial Debts (Interest) Act
1998, such interest being charged as a separate, continuing obligation not merging with any judgment, together
with any statutory debt recovery costs;
(iii) to serve notice on the Customer requiring immediate payment for all Goods supplied by the Company under this
and all other contracts with the Customer whether or not payment is otherwise due;
(iv) to sue for the price of the Goods even though title may not have passed to the Customer.
8.5 The Company may at any time or times set off any liability of the Customer to the Company against any liability of the
Company to the Customer, whether any such liability is present or future (whensoever arising), liquidated or unliquidated,
under the Contract or any other account and irrespective of the currency of its denomination. Any exercise by the
Company of its rights under this Condition 8.5 shall be without prejudice to any other rights or remedies available to it
under this agreement or otherwise.
9. DRAWINGS, SPECIFICATIONS AND SAMPLES
9.1 All drawings, descriptive matter, specifications, advertising, illustrations and dimensions in the Company’s sales literature
are approximate and will not form part of the Contract. This is not a sale by sample.
9.2 The Customer is responsible for ensuring that Goods are suitable for their purpose and the Company gives no warranty
that Goods are suitable or fit for the purpose for which they required.
9.3 The Company may change the specification, design, materials or finishes of Goods which are required to confirm with
any applicable safety or other statutory requirements.
10. WARRANTY AND LIMITATION OF LIABILITY
If the Company has provided an express written warranty or guarantee in respect of any PVC-UE profiles, PVC-U
profiles and/or PVC-U fittings which form part of the Goods, this Condition 10 shall (in respect of the Goods
covered by such express warranty or guarantee) be replaced in its entirety by the terms of such warranty or
guarantee.
10.1 Subject to Conditions 4 and 7, the following provisions set out the entire financial liability of the Company (including any
liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
(a) any breach of these Conditions;
(b) any use made or resale by the Customer of any of the Goods, or any product incorporating the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with
a Contract.
10.2 Where Goods are shown, to the reasonable satisfaction of the Company, to be defective due to faulty materials or
workmanship, the Company may either (in its sole discretion) deliver replacement Goods free of charge or repair or
refund the price of the defective Goods PROVIDED that:
(a) the Customer notifies the Company in writing within 30 days of becoming aware or within 30 days of the date on
which it should reasonably have become aware (whichever is earlier) of any such defect; and
(b) if the Company so requests, the Customer permits the Company to inspect the Goods. The Customer shall only
return defective Goods to the Company if the Company so requests.
10.3 The Company shall not be liable under Condition 10.2 if the defect arises:
(a) from any design defect in any drawing, design or specification supplied or approved by the Customer, or
(b) because the Customer failed to follow the Company’s oral or written instructions or (if there are none) good trade
practice as to the storage, transport, installation, commissioning, use or maintenance of the Goods.
10.4 The liability of the Company under Condition 10.2 is in substitution for and to the exclusion of any other claims (in
contract or in tort) for direct loss or damage which the Customer has or may have for defective Goods.
10.5 The Company shall not be liable under Condition 10.2 above if the Customer or any other person alters or repairs such
Goods without the written consent of the Company.
10.6 Any Goods replaced shall belong to the Company and any replacement Goods shall be guaranteed on the same terms
as the original Goods for the unexpired period of the relevant warranty or guarantee.
10.7 Subject to Condition 10.4, the liability of the Company for any claims for direct loss or damage whether in contract or
tort arising from or in connection with any act, omission, neglect or default of the Company its servants or agents in
performance of the Contract (including, without limiting the generality of the foregoing, negligence, breach of any
condition or warranty whether express or implied by statute, common law or otherwise) shall not exceed 30% of the
invoice value (net of Value Added Tax) of the Goods or £20,000, whichever is lesser, provided that where 30% of the
invoice value (net of Value Added Tax) is less than £5,000, the limit of such liability shall be £5,000.
10.8 The Company shall not be liable for any loss of profit, loss of goodwill or loss of business or any indirect or
consequential loss or damage whatsoever (whether or not caused by the negligence of the Company) arising out of or in
connection with the Contract.
10.9 Nothing in these Conditions shall limit or exclude liability of the Company in respect of fraudulent misrepresentation or in
respect of death or personal injury resulting from the negligence of the Company, its employees or agents or exclude the
conditions and warranties implied by Section 12 of the Sale of Goods Act 1979, or for any other matter which it would
be illegal for the Company to exclude or attempt to exclude its liability.
10.10 Except as set out in Condition 10, the Company hereby excludes to the fullest extent permissible in law, all conditions,
warranties and stipulations, express (other than those set out in the Contract) or implied, statutory, customary or
otherwise which, but for such exclusion, would or might subsist in favour of the Customer.
10.11 Notwithstanding any other provision (other than Condition 10.9), in respect of Goods supplied but not manufactured by
the Company, the Company shall endeavor to transfer to the Customer the benefit of any warranty of guarantee given to
the Company.
11. TERMINATION
11.1 If any of the following events occur, are threatened or in the Company’s opinion are reasonably likely to occur:
(a) the Customer shall breach the Contract and shall fail to remedy such breach (if capable of remedy) within thirty
days of receipt of written notice to remedy from the Company; or
(b) the Customer is unable or admits inability to pay its debts as they fall due (or is deemed to or declared to be
unable to pay its debts under applicable law), suspends or threatens to suspend making payments on any of its
debts or, by reason of actual or anticipated financial difficulties or commences negotiations with one or more of its
creditors with a view to rescheduling any of its indebtedness;
(c) the value of the assets of the Customer is less than its liabilities (taking into account contingent or prospective
liabilities);
(d) any corporate action, legal proceedings or other procedure or step is taken in relation to:
(i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or
reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Customer;
(ii) a composition, compromise, assignment or arrangement with any creditor of the Customer;
(iii) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other
similar officer in respect of the Customer or any of its assets; or
(iv) enforcement of any security interest (howsoever described) over anyassets of the Customer; or
(e) any event analogous to those set out in Condition 11.1(b), (c) or (d) occurs in any jurisdiction in respect of
the Customer;
(f) the Customer encumbers or in any way charges the Goods, the Company may terminate (in whole or in
part) any Contract with the Customer.
11.2 Notwithstanding any such termination, the Customer shall pay the Company for all work done, materials used and
Goods delivered up to and including the date of termination and shall indemnify the Company against any resulting loss
incurred in connection with the non-performance of the Contract including the cost of any material, plant or tools used
or intended to be used therefore and the cost of labour and other overheads including a percentage in respect of profit.
11.3 The termination of the Contract howsoever arising shall be without prejudice to the rights and duties of either party
accrued prior to termination.
12. STILLAGES
Title and property in stillage packaging remains vested in the Company. The Customer shall maintain such packaging in
good order and make such packaging available for collection within 5 working days of demand (at no cost to the
Company). If the Customer fails to make such packaging available, the Company may charge for it or set off its value
against any sums due to the Customer from the Company under this or any other Contract.
13. GENERAL
13.1 This Contract and these Conditions may only be varied in writing by a Director of the Company.
13.2 The parties to this Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of
Third Parties) Act 1999 by any person not a party to it.
13.3 Time for performance of all obligations of the Customer is of the essence.
13.4 Each right or remedy of the Company under this Contract is without prejudice to any other right or remedy which the
Company may have. Failure by the Company to enforce or partially enforce any provision of this Contract will not be
construed as a waiver of any of its rights. Any clause or sub clause of this Contract which is held by any competent
authority to be unenforceable or unreasonable (in whole or in part) shall to the extent of such unenforceability or
unreasonableness be deemed severable and the other provisions and the remainder of such clause shall not be affected.
13.5 The Company may assign, license or sub-contract all or any part of its rights or obligations under this Contract without
the Customer’s consent. This Contract is personal to the Customer who may not assign, license sub-contract, or hold on
trust all or any of its rights or obligations under this Contract without the Company’s prior written consent.
13.6 These Conditions are drafted in the English language. If they are translated into any other language, the English language
text shall prevail.
13.7 This Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
13.8 Save as expressly provided otherwise, the parties’ communications about this Contract must be written, delivered first
class post or fax to registered office (FAO: a Director of the Company) (or other address notified) and are deemed
received, if sent by post, 2 working days after posting (exclusive of day of posting), if sent by fax on a working day, at
transmission if before 4.00pm or otherwise on the next working day. All such communications shall be in the English
language