| Point |
Term |
| 1 |
Interpretation |
| 1.1 |
The definitions and rules of interpretation in this condition apply in these terms and conditions (“Conditions”).
Building Supplier: a builder’s merchant or other supplier from whom the Supplier sources building materials as agent for the Customer.
Contract: the Customer's iquote or iorder and the Supplier's acceptance of it in accordance with these Conditions.
Customer: the person, firm or Supplier who purchases Services from the Supplier.
Goods: goods detailed by the Customer on an iorder and ordered by the Supplier (as agent for the Customer) from a Building Supplier.
Services: the services to be provided by the Supplier under the Contract including advising on, sourcing and ordering (as agent for the Customer) building materials, together with any other services which the Supplier provides, or agrees to provide, to the Customer.
Supplier: Rivendale Supplies Limited a company registered in England and Wales with company number 06541302 whose registered office is 66-70 Oxford Street, Southampton, SO14 3DL.
VAT: value added tax chargeable under English law for the time being and any similar additional tax. |
| 1.2 |
Headings in these conditions shall not affect their interpretation. |
| 1.3 |
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). |
| 1.4 |
A reference to writing or written includes faxes and e-mail. |
| 1.5 |
Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done. |
| 1.6 |
References to conditions are to the conditions of the Contract. |
| 2 |
Application of conditions |
| 2.1 |
These Conditions shall:
-
apply to and be incorporated into the Contract; and
- prevail over any inconsistent terms or conditions contained, or referred to, in the Customer's iquote, iorder, or other document supplied by the Customer, or implied by law, trade custom, practice or course of dealing.
|
| 2.2 |
The Customer's iquote or iorder, constitutes an offer by the Customer to purchase the Services specified in it on these Conditions. No offer placed by the Customer shall be accepted by the Supplier other than:
- by a written acknowledgement issued and executed by the Supplier; or
- (if earlier) by the Supplier starting to provide the Services, when a contract for the supply and purchase of the Services on these Conditions will be established.
|
| 2.3 |
Any quotation set out in an iquote is valid and capable of being submitted as an iorder for a period of 7 days from its date (unless a shorter period is specified on the face of the iquote), provided that the Supplier has not previously withdrawn it. |
| 3 |
Commencement |
| 3.1 |
The Services supplied under the Contract shall be provided by the Supplier to the Customer from the date of acceptance by the Supplier of the Customer's offer in accordance with condition 2.2. |
| 3.2 |
The Contract shall continue until a completed iquote has been returned to the Customer by the Supplier or until Goods have been delivered following an iorder being submitted by a Customer. |
| 4 |
Obligations |
| 4.1 |
The Supplier shall use its reasonable endeavours to return a completed iquote (including any delivery charges applicable) to a Customer within 24 hours (in respect of an iquote received Monday to Friday between 9am and 5pm) or on the next working day (in respect of iquotes received at any other time) but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. |
| 4.2 |
The Supplier shall use its reasonable endeavours to order all of the items detailed on an iorder (at the prices quoted on the relevant iquote) for the Customer within 24 hours of receipt of the iorder (in respect of an iorder received Monday to Friday between 9am and 5pm) or on the next working day (in respect of iquotes received at any other time) and to notify the Customer accordingly, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. |
| 4.3 |
The Customer shall:
- co-operate with the Supplier in all matters relating to the Services;
- provide the Supplier with as many details as possible in relation to the Goods required and the quantity thereof and a delivery address for such Goods.
|
| 5 |
Description of the Goods |
| 5.1 |
The quantity and description of the Goods to be ordered by the Supplier (as agent for the Customer) shall be as set out in the Customer’s iorder. |
| 6 |
Delivery of the Goods |
| 6.1 |
Delivery charges may apply. Any such charges will be set out in the Supplier’s quotation. |
| 6.2 |
A preferred delivery address (the “Delivery Address”) should be notified to the Supplier by the Customer in their iorder. Delivery of the Goods shall be arranged by the Supplier (as agent for the Customer) as set out in condition 6.4 below. |
| 6.3 |
The Supplier shall use its reasonable endeavours to arrange with the Building Supplier for the Goods to be delivered to the Delivery Address as soon as possible, and shall notify the Customer of the scheduled date of delivery (the “Delivery Date”) and details once such details have been received by the Supplier. |
| 6.4 |
The Customer, or an authorised representative of the Customer, should be present at the Delivery Address on the Delivery Date to take delivery of the Goods. All deliveries must be checked for accuracy and signed for. Further delivery costs will be incurred if the Goods cannot be delivered on the Delivery Date due to the unavailability of the Customer or a representative thereof. |
| 6.5 |
Actual delivery of the Goods shall be the responsibly of, and subject to the terms and conditions of, the Building Supplier. |
| 6.6 |
Faulty Goods and returns are the responsibility of, and subject to the terms and conditions of, the Building Supplier and should be notified to the Building Supplier as soon as possible following Delivery. |
| 6.7 |
No powder bag materials (i.e. cement, plaster, dry wall adhesive, latex etc.) shall be accepted as returns. |
| 6.8 |
Any returns may be subject to a restocking charge. |
| 7 |
Payment |
| 7.1 |
There shall be no charge for the provision of a completed iquote to a Customer. |
| 7.2 |
The price for the Goods detailed in an iorder shall be the price set out in the completed iquote (together with any relevant delivery charge) (subject to condition 2.3 above). |
| 7.4 |
The price for the Goods shall be inclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Customer shall pay in addition when it is due to pay for the Goods. |
| 7.5 |
Payment for the Goods is due in pounds sterling and is payable by the Customer to the Supplier at the time that an iorder is submitted to the Supplier. |
| 7.6 |
Time for payment shall be of the essence. |
| 7.7 |
No payment shall be deemed to have been received until the Supplier has received payment in full in cleared funds. |
| 8 |
Limitation of liability |
| 8.1 |
This condition sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of:
- any breach of the Contract;
- any use made by the Customer of the Services; and
- any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
|
| 8.2 |
The Goods are subject to the Building Supplier’s terms and conditions, which shall be notified by the Supplier to the Customer. The Supplier cannot accept any liability in relation to the Goods, and acts only as agent for the Customer. |
| 8.3 |
All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract. |
| 8.4 |
Nothing in these Conditions limits or excludes the liability of the Supplier:
- for death or personal injury resulting from negligence; or
- for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Supplier.
|
| 8.5 |
Subject to condition 8.3 and 8.4:
- the Supplier shall not be liable for:
- loss of profits;
- loss of business;
- depletion of goodwill and/or similar losses;
- loss of anticipated savings;
- loss of goods;
- loss of contract;
- loss of use; or
- any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
- the Supplier's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance shall not exceed the price paid for the Goods.
|
| 9 |
Assignment |
| 9.1 |
The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. |
| 9.2 |
The Supplier may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent. |
| 9.3 |
Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person. |
| 10 |
Force majeure The Supplier shall have no liability to the Customer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. |
| 11 |
Variation |
| 11.1 |
The Supplier may, from time to time change the Services, provided that such changes do not materially affect the nature or quality of the Services. |
| 11.2 |
Subject to condition 11.1 above, no variation of the Contract or these Conditions or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties. |
| 12 |
Waiver |
| 12.1 |
A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy. |
| 12.2 |
Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law. |
| 13 |
Severance |
| 13.1 |
If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected. |
| 13.2 |
If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties' original commercial intention. |
| 14 |
Entire Agreement |
| 14.1 |
The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. |
| 14.2 |
Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract), as provided in the Contract. |
| 14.3 |
Nothing in this condition shall limit or exclude any liability for fraud. |
| 15 |
No Partnership |
| 15.1 |
Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. |
| 16 |
Agency |
| 16.1 |
By entering into the Contract the Customer grants authority to the Supplier to act as his agent and to bind him accordingly. |
| 17 |
Rights of Third Parties |
| 17.1 |
A person who is not a party to the Contract including, for the avoidance of doubt the Building Supplier, shall not have any rights under or in connection with it. |
| 18 |
Governing Law and Jurisdiction |
| 18.1 |
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales. |
| 18.2 |
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims). |