AGREEMENT FOR THE SUPPLY OF GOODS
BituChem Asphalt Ltd, BituChem Building Products Ltd and BituChem Holdings Ltd
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The Agreement is entered into pursuant to the Terms and includes and incorporates the following documents which in the event of inconsistency shall prevail in the following order:
- the Terms;
- any proposal or quotation issued from time to time;
- any Sales Order;
- any other documents attached or otherwise expressly incorporated into the documents listed 1to 3 above.
The customer’s attention is drawn in particular to the provisions of clause 9.
the contract between BituChem and the Customer for the supply of goods in accordance with these Terms.
all and any of BituChem’s range of surfacing products.
BituChem Building Products Limited incorporated and registered in England and Wales with company number 02047278 and BituChem Asphalt Ltd incorporated and registered in England and Wales with company number 02387763 are members of a group of companies whose holding company is BituChem Holdings Limited registered in England and Wales with company number 02334866 whose registered offices are at Laymore Road, Forest Vale Industrial Estate, Cinderford, Gloucestershire, GL14 2YH.
a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Building Product Goods
all and any of BituChem’s range of highway emulsions and surfacing products.
the terms and conditions set out in this document as amended from time to time in accordance with clause 13.4.
the contract between Bituchem and the Customer for the sale and purchase of the Goods in accordance with these Conditions as made in accordance with clauses 2.2 and 2.3.
the person or firm who purchases the Goods from Bituchem.
Force Majeure Event
an event or circumstance beyond a party’s reasonable control.
Asphalt Goods and/or Building Product Goods (or any part of them) as set out in the Sales Order.
based on the Customer’s initial enquiry.
the Customer’s verbal or written order for the Goods specified in a Sales Order.
the specific details of the Customer’s order for the Goods as issued to the Customer.
any specification for the Goods, including any related plans and drawings, that is agreed in writing.
1.2.1 a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re- enacted.
1.2.2 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.2.3 a reference to writing or written includes faxes and emails.
1.2.4 use of any gender includes the other genders.
1.2.5 words in the singular include the plural and words in the plural include the singular.
2. Basis of contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Sales Order and, where submitted by the Customer, any applicable Specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when BituChem issues a written acceptance of the Sales Order, at which point the Contract shall come into existence.
2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.5 Any samples, drawings, descriptive matter or advertising produced by BituChem and any descriptions or illustrations contained in BituChem’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.6 The Quotation for the Goods given by BituChem shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
3.1 The Goods are described in the Sales Order.
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify BituChem 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 Bituchem in connection with any claim made against BituChem for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Bituchem’s use of the specification, including but not limited to the manufacture and supply of the Goods. This clause 3.2 shall survive termination of the Contract.
3.3 BituChem reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
4.1 BituChem shall ensure that:
4.1.1 each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the contract number, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
4.1.2 if BituChem requires the Customer to return any packaging materials to BituChem, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as BituChem shall reasonably request. Returns of packaging materials shall be at BituChem’s expense.
4.2 BituChem shall deliver the Goods to the location set out in the Sales Order or such other location as the parties may agree (Delivery Location) at any time after BituChem notifies the Customer that the Goods are ready.
4.3 Delivery is completed on the completion of unloading of the Goods by BituChem, its sub-contractor or the Customer at the Delivery Location.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. BituChem shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide BituChem with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If BituChem fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods or a maximum of £200,000 whichever is the lessor.
4.6 If the Customer fails to take delivery of Building Product Goods within three Business Days of BituChem notifying the Customer that the Building Product Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or BituChem’s failure to comply with its obligations under the Contract:
4.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Bituchem notified the Customer that the Goods were ready; and
4.6.2 BituChem shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 If three Business Days after the day on which BituChem notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, Bituchem may resell or otherwise dispose of part or all of the Building Product Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Building Product Goods or charge the Customer for any shortfall below the price of the Building Product Goods.
4.8 If the Customer fails to take delivery of Asphalt Goods on the agreed Delivery Date then the Customer will be liable to a penalty and to cover any of BituChem’s unrecoverable costs.
4.9 If BituChem delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them[, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.
4.10 BituChem may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.1 BituChem warrants that on delivery and, the Goods shall:
5.1.1 conform with their description and any applicable Specification; and
5.1.2 be free from material defects in design, material and workmanship.
5.2 Subject to clause 5.3, if:
5.2.1 the Customer gives notice in writing to BituChem during a period of 12 months from the date of delivery (warranty period) 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;
5.2.2 BituChem is given a reasonable opportunity of examining such Goods; and
5.2.3 the Customer (if asked to do so by BituChem) returns such Goods to BituChem’s place of business at the BituChem’s cost,
5.2.4 the Customer (if asked to do so by BituChem) allows BituChem to investigate (allowing access to the Customers premises and product samples) then provide that BituChem accepts that there is a beach of the warranty in clause 5.1 it shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 BituChem shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events:
5.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
5.3.2 the defect arises because the Customer failed to follow BituChem’s oral or written instructions as to the storage, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
5.3.3 the defect arises as a result of BituChem following any Specification supplied by the Customer;
5.3.4 the Customer alters or repairs such Goods without the written consent of BituChem;
5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
5.3.6 the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 Except as provided in this clause 5, Bituchem shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5 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.
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by BituChem.
6. Title and risk
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer as specified in the Sales Order until the earlier of:
6.2.1 Bituchem receives payment in full (in cash or cleared funds) for the Goods and any other goods that Bituchem has supplied to the Customer 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; and
6.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as BituChem’s property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.3.4 notify BituChem immediately if it becomes subject to any of the events listed in clause 8.1; and
6.3.5 give BituChem such information relating to the Goods as BituChem may require from time to time.
6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before BituChem receives payment for the Goods. However, if the Customer resells the Goods before that time:
6.4.1 it does so as principal and not as BituChem’s agent; and
6.4.2 title to the Goods shall pass from BituChem to the Customer immediately before the time at which resale by the Customer occurs.
6.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.1, then, without limiting any other right or remedy BituChem may have:
6.5.1 the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
6.5.2 BituChem may at any time:
18.104.22.168 require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
22.214.171.124 if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7. Price and payment
7.1 The price of the Goods shall be the price set out in the Sales Order, or, if no price is quoted, the price set out in BituChem’s published price list in force as at the date of delivery.
7.2 The Customer will pay BituChem in cash or in cleared funds prior to delivery, unless the Customer has an approved credit account.
7.3 If the Customer has an approved credit account, payment is due no later than 30 days after the date of invoice unless otherwise agreed in writing.
7.4 BituChem may, by giving notice to the Customer at any time up to seven Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
7.4.1 any factor beyond BituChem’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
7.4.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
7.4.3 any delay caused by any instructions of the Customer or failure of the Customer to give BituChem adequate or accurate information or instructions.
7.5 The price of the Goods:
7.5.1 excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to BituChem at the prevailing rate, subject to the receipt of a valid VAT invoice; and
7.5.2 may include the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
7.6 If the Customer fails to make any payment due to BituChem under the Contract by the due date for payment, then BituChem reserves the right to charge the Customer interest on the overdue amount at the rate of 4% per annum above Barclays Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
7.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). BituChem may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Bituchem to the Customer.
8.1 Without limiting its other rights or remedies, BituChem may terminate this Contract with immediate effect by giving written notice to the Customer if:
8.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within seven days of that party being notified in writing to do so;
8.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
8.1.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
8.1.4 the Customer’s financial position deteriorates to such an extent that in BituChem’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
8.2 Without limiting its other rights or remedies, BituChem may suspend provision of the Goods under the Contract or any other contract between the Customer and Bituchem and/or withdraw any credit terms afforded to the Customer if the Customer becomes subject to any of the events listed in clause 8.1.1 to clause 8.1.4, or BituChem reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract or any other contract with BituChem on the due date for payment.
8.3 Without limiting its other rights or remedies, BituChem may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment.
8.4 On termination of the Contract for any reason and /or the withdrawal of any credit terms afforded to the Customer by BituChem the Customer shall immediately pay to BituChem all of BituChem’s outstanding unpaid invoices and interest.
8.5 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
8.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
9.1 BituChem will accept return of goods from the Customer only:
9.1.1 by prior arrangement (confirmed in writing);
9.1.2 on payment of an agreed handling charge (unless the goods were defective when delivered); and
9.1.3 where the goods are as fit for sale on their return as they were on delivery.
10.1 The Customer may not cancel the order unless BituChem agree in writing.
10.2 The Customer will be liable to a penalty and to cover any of BituChem’s unrecoverable costs for any cancellation that is made after 12pm the day prior to the agreed delivery as set out in clause 4.8.
10.3 If the order is cancelled the Customer will be liable to pay BituChem for all stock that BituChem hold for the order.
10.4 BituChem may suspend or cancel the order by written notice if the Customer:
10.4.1 Fails to pay BituChem any money when due;
10.4.2 Becomes insolvent; or
10.4.3 Fails to honour their obligations under these terms.
11. Limitation of liability
11.1 Nothing in these Conditions shall limit or exclude BituChem’s liability for:
11.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
11.1.2 fraud or fraudulent misrepresentation;
11.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
11.1.4 any matter in respect of which it would be unlawful for BituChem to exclude or restrict liability.
11.2 Subject to clause 11.1:
11.2.1 BituChem shall under no circumstances whatsoever be liable to the Customer, 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
11.2.2 BituChem’s total liability to the Customer 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 price of the Goods.
12. Force majeure
Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 30 days, the party not affected may terminate this Contract by giving 30 days written notice to the affected party.
13.1 Assignment and other dealings.
13.1.1 BituChem may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
13.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of BituChem.
13.2.1 Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs.
13.2.2 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
13.3 Entire agreement.
13.3.1 This Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.3.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.
13.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.5 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
13.5.1 waive that or any other right or remedy; nor
13.5.2 prevent or restrict the further exercise of that or any other right or remedy.
13.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
13.7.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or fax or email.
13.7.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.7.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
13.7.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
13.8 Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
13.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
13.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
BituChem Highway Solutions Ltd
TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES
1 These terms
1.1 What these terms cover. These are the terms and conditions on which we supply our services.
1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms or require any changes, please contact us to discuss.
1.3 Are you a business customer or a consumer? In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:
1.3.1 you are an individual.
1.3.2 you are buying services from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
1.4 If you are a business customer this is our entire agreement with you. If you are a business customer these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
2 Information about us and how to contact us
2.1 Who we are. We are BituChem Highway Solutions Limited a company registered in England and Wales. Our company registration number is 11759221 and our registered office is at Laymore Road, Forest Vale Industrial Estate, Cinderford, Gloucestershire, GL14 2YH. Our registered VAT number is 318525600.
2.2 How to contact us. You can contact us by telephoning our customer service team on 01594 826768 or by writing to us at firstname.lastname@example.org and Laymore Road, Forest Vale Industrial Estate, Cinderford, Gloucestershire, GL14 2YH.
2.3 How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
2.4 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
3 Our contract with you
3.1 How we will accept your order. Our acceptance of your order will take place when we call or email you to accept it, at which point a contract will come into existence between you and us.
3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing or verbally and will not charge you for the service. This might be because of unexpected limits on our resources which we could not reasonably plan for or because a credit reference we have obtained for you does not meet our minimum requirements or because we are unable to meet a delivery deadline you have specified.
3.3 Your order number if you are a consumer. We may assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
3.4 Your order number if you are a business. We will use the order number that you have provided to us at the time of making your order and this will be the reference used in any correspondence between us. If you do not provide us with an order number, we may provide you with one and use this as a reference in correspondence.
3.5 Our quotation. Any quotation we give to you does not constitute an offer. Our quotation shall only be valid for a period of 14 days from its date of issue.
3.6 We only sell to the UK. Our website is solely for the promotion of our services in the UK. Unfortunately, we do not accept orders from or provide services to addresses outside the UK.
4 Our services
4.1 Services may vary slightly from their pictures. The images of the services on our website or our brochures are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the completed service.
4.2 Making sure your measurements are accurate. If we are providing the services to measurements that you have given us, you are responsible for ensuring that these measurements are correct.
5 Your rights to make changes
If you wish to make a change to the service, you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the service, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract (see Clause 8, Your rights to end the contract).
6 Our rights to make changes
Minor changes to the services. We may change the services to reflect changes in relevant laws and regulatory requirements and to implement minor technical adjustments and improvements, for example to address security issues. These changes will not affect your use of the services.
7 Providing the services
7.1 When we will provide the services. During the order process we will let you know when we will provide the services to you. We will begin the services on the date set out in the order or on the date agreed with you during the order process. The estimated completion date for the services is as told to you during the order process.
7.2 We are not responsible for delays outside our control. If our supply of the services is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a reasonable risk of substantial delay you may contact us to end the contract and receive a refund for any services you have paid for but not received.
7.3 If you do not allow us access to provide services. If you do not allow us access to your property to perform the services as arranged (and you do not have a good reason for this) we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re- arrange access to your property we may end the contract and clause 11.2 will apply.
7.4 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the services to you. If so, this will usually have been stated in the description of the services on our website. We will contact you in writing or by telephone to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the services late or not supplying any part of them if this is caused by you not giving us the information, we need within a reasonable time of us asking for it.
7.5 Reasons we may suspend the supply of services to you. We may have to suspend the supply of a service to:
7.5.1 deal with technical problems or make minor technical changes;
7.5.2 update the service to reflect changes in relevant laws and regulatory requirements;
7.5.3 make changes to the service as requested by you or notified by us to you (see clause 6.).
7.6 Your rights if we suspend the provision of services, we will contact you in advance to tell you we will be suspending the provision of the services, unless the problem is urgent or an emergency. If we have to suspend the services for longer than 4 months in any 12-month period, we will adjust the price so that you do not pay for services while they are suspended. You may contact us to end the contract for a service if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 4 months and we will refund any sums you have paid in advance for the service in respect of the period after you end the contract.
7.7 We may also suspend provision of the services if you do not pay. If you do not pay us for the services when you are supposed to (see clause 16) and you still do not make payment within 14 days of us reminding you that payment is due, we may suspend the provision of services until you have paid us the outstanding amounts. We will contact you to tell you we are suspending the provision of the services. We will not suspend the services where you reasonably dispute the unpaid invoice (see clause 16.6). We will not charge you for the services during the period for which they are suspended. As well as suspending the services we can also charge you interest on your overdue payments (see clause 16.5).
8 Your rights to end the contract
8.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you decide to end the contract and whether you are a consumer or business customer:
8.1 If what you have bought is misdescribed you may have a legal right to end the contract (e.g. a service re-performed or to get some or all of your money back), see clause 13 if you are a consumer and clause 14 if you are a business;
8.1.2 If you want to end the contract because of something we have done or have told you we are going to do, see clause 8.2;
8.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at 8.2.1 to 8.2.4 below the contract will end immediately and we will refund you in full for any services which have not been provided and you may also be entitled to compensation. The reasons are:
8.2.1 we have told you about an error in the price or description of the services you have ordered, and you do not wish to proceed;
8.2.2 there is a risk that supply of the services may be significantly delayed because of events outside our control;
8.2.3 we have suspended supply of the services for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 4 months; or
8.2.4 you have a legal right to end the contract because of something we have done wrong.
8.3 Exercising your right to change your mind if you are a consumer (Consumer Contracts Regulations 2013). If you are a consumer then for most services bought online, over the telephone or by email, you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
8.4 When consumers do not have a right to change their minds. Your right as a consumer to change your mind does not apply in respect of services, once these have been completed, even if the cancellation period is still running.
8.5 How long do consumers have to change their minds? If you are a consumer you have 14 days after the day we email you to confirm we accept your order. However, once we have completed the services you cannot change your mind, even if the period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind.
8.6 Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you are not a consumer who has a right to change their mind (see clause 8.1), you can still end the contract before it is completed, but you may have to pay us compensation. A contract for services is completed when we have finished providing the services and you have paid for them. If you want to end a contract before it is completed where we are not at fault and you are not a consumer who has changed their mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract.
9 How to end the contract with us (including if you are a consumer who has changed their mind).
9.1 Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
9.1.1 Phone or email. Call customer services on 01594826768 or email us at email@example.com.
9.1.2 By post. Simply write to us at Laymore Road, Forest Vale Industrial Estate, Cinderford, Gloucestershire, GL14 2YH.
Please provide your name, home address, details of the order and, where available, your phone number and email address.
10.1 How we will refund you. If you are entitled to a refund under these terms, we will refund you the price you paid for the services, by the method you used for payment. However, we may make deductions from the price, as described below.
10.2 When we may make deduction from refunds if you are a consumer exercising your right to change your mind. If you are exercising your right to change your mind, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
10.3 When your refund will be made. We will make any refunds due to you as soon as possible. If you are a consumer exercising your right to change your mind, then your refund will be made within 14 days of your telling us you have changed your mind.
11. Our rights to end the contract
11.1 We may end the contract if you break it. We may end the contract for a service at any time by writing to you if:
11.1.1 you do not make any payment to us when it is due, and you still do not make payment within 14 days of us reminding you that payment is due;
11.1.2 you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the services;
11.1.3 you do not, within a reasonable time, allow us to provide the services to you; or
11.1.4 you do not, within a reasonable time, allow us access to your premises to supply the services.
11.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 11.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we have and will incur as a result of your breaking the contract.
12. If there is a problem with the service
How to tell us about problems. If you have any questions or complaints about the service provided, please contact us. You can telephone our customer service team at 01594826768 or write to us at firstname.lastname@example.org or Laymore Road, Forest Vale Industrial Estate, Cinderford, Gloucestershire, GL14 2YH.
13 Your rights in respect of defective products if you are a consumer
If you are a consumer, we are under a legal duty to supply products that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the products. Nothing in these terms will affect your legal rights.
Summary of your key legal rights
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
In respect of services, the Consumer Rights Act 2015 says:
a) You can ask us to repeat or fix a service if it’s not carried out with reasonable care and skill or get some money back if we can’t fix it.
b) If you haven’t agreed a price beforehand, what you’re asked to pay must be reasonable.
c) If you haven’t agreed a time beforehand, it must be carried out within a reasonable time.
See also clause 8.2.
14 Your rights in respect of defective products if you are a business
14.1 If you are a business customer, we warrant that the Services will be provided using reasonable care and skill.
14.2 Subject to clause 14.3, if:
14.2.1 you give us notice in writing within a reasonable time of discovery that a service does not comply with the warranty set out in clause 14.1;
14.2.2 we are given a reasonable opportunity of examining such product; and
14.2.3 we shall, at our option, re-perform, or rectify the defective service, or refund the price of the defective service in full.
14.3 We will not be liable for a service ‘s failure to comply with the warranty in clause 14.1 if:
14.3.1 you make any further use of such service after giving a notice in accordance with clause 14.2.1;
14.3.2 the defect arises because you failed to follow our oral or written instructions as to the use or maintenance of the products of the service or (if there are none) good trade practice;
14.3.3 the defect arises as a result of us following any drawing, design or specification supplied by you;
14.3.4 you alter or repair the product of the services without our written consent; or
14.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
14.4 Except as provided in this clause 14, we shall have no liability to you in respect of a service’s failure to comply with the warranty set out in clause 14.1.
14.5 These terms shall apply to any repaired or re-performed services supplied by us under clause 14.2.
15.1 Where to find the price for the services. The price of the services (which includes VAT) will be the price set out in our quotation.
15.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the services, we will adjust the rate of VAT that you pay, unless you have already paid for the services in full before the change in the rate of VAT takes effect.
16.1 When you must pay. You must pay each invoice submitted by us within 30 days of the invoice or in accordance with any credit terms agreed by us which will only be agreed in advance in writing.
16.2 How you must pay. We accept payment by the following:
16.2.1 bank transfer;
16.2.2 credit or debit card – which include, Mastercard, Visa and American Express; or
16.3 Your right of set-off if you are a business customer. If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
16.4 Our right of set-off if you are a business customer. We may at any time, without notice to you, set off any liability of yours to us against any liability of ours to you, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this agreement. Any exercise by us of its rights under this clause shall not limit or affect any other rights or remedies available to it under this agreement or otherwise.
16.5 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Barclays Bank from time to time, but at 4% a year for any period when that base rate is below 0%. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
16.6 What to do if you think an invoice is wrong. If you think an invoice is wrong, please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
17 Our responsibility for loss or damage suffered by you if you are a consumer
17.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
17.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the services as summarised at clause 12.
17.3 When we are liable for damage to your property. If we are providing services in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the services.
17.4 We are not liable for business losses. If you are a consumer, we only supply the services, to you for domestic and private use. If you use the services for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 18.
18 Our responsibility for loss or damage suffered by you if you are a business
18.1 Nothing in these terms shall limit or exclude our liability for:
18.1.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
18.1.2 fraud or fraudulent misrepresentation;
18.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982;
18.1.4 any matter in respect of which it would be unlawful for us to exclude or restrict liability.
18.2 Except to the extent expressly stated in clause 14.1 all terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
18.3 Subject to clause 18.1:
18.3.1 we shall not be liable to you, 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 any contract between us; and
18.3.2 our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the greater of £100,000 and 100% of the total sums payable by you for services under such contract.
19 How we may use your personal information
19.1 How we will use your personal information. We will use the personal information you provide to us:
19.1.1 to supply the services to you;
19.1.2 to process your payment for the services; and
19.1.3 if you agreed to this during the order process, to give you information about similar services that we provide, but you may stop receiving this at any time by contacting us.
19.2 We will only give your personal information to third parties where the law either requires or allows us to do so.
20 Other important terms
20.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer, you may contact us to end the contract within 14 days of us telling you about it and we will refund you any payments you have made in advance for products not provided.
20.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
20.3 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
20.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
20.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the services, we can still require you to make the payment at a later date.
20.6 Which laws apply to this contract and where you may bring legal proceedings if you are a consumer. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the services in either the Scottish or the English courts. If you live in Northern Ireland, you can bring legal proceedings in respect of the services in either the Northern Irish or the English courts.
20.7 Alternative dispute resolution if you are a consumer. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. We will notify you of the provider we use at that time. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform.
20.8 Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.