Peppard Building Supplies Limited
1 DEFINITIONS
In these Terms:
The Goods and Special Goods may be purchased by both businesses and consumers. “Consumer” has the same meaning as in the Consumer Rights Act 2015, i.e. “an individual acting for purposes which are wholly or mainly outside that individual's trade, business, craft or profession.” Some provisions in these Conditions apply only to consumers, these are printed in bold.
ANY HEALTH & SAFETY INFORMATION YOU REQUIRE ABOUT THE USE OF THE GOODS YOU ORDER IS YOUR RESPONSIBILITY IN RESPECT OF YOUR USE OF THOSE GOODS AND YOUR RESPONSIBILITY TO BRING THIS TO THE ATTENTION OF ANY OTHER USER OF THE GOODS.
2 THE CONTRACT
2.1 All orders become a Contract when they are accepted by Us in writing under these Terms and Conditions or when the Goods are delivered whichever is the earlier and they may not be altered without Our written agreement. Any contrary or additional terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing are expressly excluded, unless other wise agreed in writing by Us.
2.2 We may provide You with a quotation. All quotations are invitations to treat only and shall lapse 30 days from their date of issue.
2.3 You shall be responsible to Us for ensuring the accuracy of the terms of any order including but not limited to any applicable design drawing or specification provided by You and for giving Us any necessary information relating to the Goods within a sufficient time to enable Us to perform theContract in accordance with its Terms.
2.4 Any samples, drawings, descriptions, images of the Goods (“Descriptions”) contained within Our brochure, Our catalogues or on Our website are for illustrative purposes only. Although We have made every effort to display the Goods accurately, We cannot guarantee that Your Goods will match these Descriptions. The Descriptions shall not constitute part of this Contract or have any contractual force.
2.5 If You wish to make a change to the Goods You have ordered please contact Us. We will let you know if the change is possible, but shall be under no obligation to make changes to your order. If it is possible We will let You know about any changes to the price of the Goods, the timing of supply or anything else which would be necessary as a result of Your requested change. We will ask You to confirm whether You wish to go ahead with the change, until we receive final confirmation from You to process the change your original order will stand. For the avoidance of doubt any decision by you to make a change to the Goods you have ordered remains at your risk and the change and specification remains at your risk.
2.6 We shall not be liable in respect of any misrepresentation made by Us toYou as to the condition of the Goods their fitness for any purpose or as to quantity or measurements unless the representation is:
2.7 If Your trading status changes (for example but not limited to where Your trading status changes from sole trader/partnership to limited company) You must inform Us of the same by written notice sent by first class registered post to Our trading address at Bishopsland Farm, Peppard Road, Dunsden, Reading RG4 9NR. You shall be responsible for proving receipt by Us of such notice, failing which You shall remain liable to Us not withstanding the purported change to Your trading status.
2.8 No orders maybe cancelled, and (save as provided in Clause 9) no Goods may be returned, except in accordance with Clause 13.2.9 If the Goods under one order are delivered separately then the separate deliveries form separate contracts between us for the purposes of the supply of those Goods.
3 PRICE
3.1 The price of the Goods shall be as provided for in the order exclusive of VAT which shall be due at the rate ruling on the date of a VAT invoice. We take all reasonable care to ensure that the price of Goods advised to You is correct. However please see clause 3.3 for what happens if we discover an error in the price of the Goods You order.
3.2 Prices quoted are applicable to the quantity specification delivery dates and information provided by You. If the order placed varies or delay is caused by Your instructions or lack of instructions We shall be entitled to adjust the price.
3.3 It is always possible that, despite our best efforts, some of the Goods We sell may be incorrectly priced. We will normally check prices before accepting Your order so that, where the correct price at Your order date is less than Our published price at Your order date, we will charge the lower amount. If the correct price at Your order date is higher than Our published price, We will contact You for Your instructions before We accept Your order.
4 PAYMENT
4.1 We reserve the right to refuse to fulfil any order or Contract if We are not satisfied with the arrangements for payment or Your credit-worthiness and, except in the case of Our credit account customers, We will require payment for each order or instalment of an order, when it becomes available and before it is despatched in which case delivery will not be effected until We are in receipt of cleared funds.
4.2 We do not accept cheques as payment, nor do We operate cash on delivery facilities.
4.3 Subject to Clause 4.4, if You are a credit account customers, all credit accounts are due for payment on the last day of the month following the month in which the Goods are delivered.
4.4 You may not withhold payment of any invoice or other amount due to Us by reason of any right of set off or counter-claim which You may have or allege to have for any reason whatever.
4.5 We shall be entitled at all times to set off any debt or claim of whatever nature which We may have against You against any sums due from Us to You.
5 DELIVERY
5.1 Delivery will be effected when the Goods leave Our premises or the premises of Our suppliers when the Goods are delivered direct from suppliers to You.
5.2 Delivery dates are estimates only, and unless otherwise agreed time for delivery shall not be of the essence of the Contract, however We will endeavour to deliver Goods within 30 calendar days of accepting Your order, unless notified to You.
5.3 We shall not be liable for any loss damages costs or expenses of any kind whatsoever whether direct or indirect (including but not limited to any liability to any third party) incurred by You resulting from any delay in delivery of the Goods or failure to deliver the Goods in a reasonable time.
5.4 We shall not be liable for any delay in delivery of the Goods that is caused by an event outside of our reasonable control or Your failure to provide Us with adequate delivery instructions or any other information which is requested by Us and is relevant to the supply of the Goods.
5.5 If You fail to take or make arrangements to accept delivery or collect the Goods or if We are unable to deliver because of inadequate access or instructions delivery shall be deemed to have been effected and We may do any one or more of the following (without prejudice to any other right or remedy We may have):-
5.6 We reserve the right to make delivery by instalments and tender a separate invoice and effect a separate Contract in respect of each instalment. Any claim which You may have in respect of one instalment or Contract shall not affect Your liability in respect of any other instalment or Contract.
5.7 Unless otherwise stated all quotations and estimates assume delivery in full loads. We reserve the right to levy additional charges for deliveries by instalments where requested by You.
5.8 The price agreed includes the cost of delivery on Working Days and Saturday mornings during normal working hours, subject to:
a) a minimum delivery value of £40 (excluding VAT) for our Trade Cash and Trade Credit account holders, or a minimum delivery value of £80 (excluding VAT) for other customers and;
b) delivery within our delivery range.:-
5.9 You must provide the necessary labour for unloading the Goods and unloading is to be completed with reasonable speed. If Our delivery vehicle is kept waiting for an unreasonable time or is obliged to return without completing delivery or if We provide additional staff to unload Goods an additional charge will be made.
5.10 We take health and safety very seriously and We recognise that Our driver is responsible for the safe operation of Our vehicle and any ancillary equipment. We shall deliver the Goods as near as possible to the delivery address as a safe hard road permits. You shall be responsible for notifying Us of all information relevant to the delivery of the Goods including but not limited to:
5.11 We will use all reasonable endeavours to accommodate a request from You for a particular type of vehicle to make the delivery, however we cannot guarantee that a certain vehicle will be available.
5.12 We shall be entitled to rely on any information You notify to Us pursuant to Clause 5.12 and You shall be responsible for any losses, damages, costs and expenses We may incur as a result of Our delivering the Goods:
5.13 We reserve the right to refuse to deliver the Goods to any site/premises considered in the discretion of the driver to be unsuitable. In such circumstances, or If We are unable to make a delivery due to site/access restrictions beyond our control or if You are not present, We will make a charge under Clause 5.5.1 of £50 (excluding VAT) for the failed delivery and We will rearrange delivery at the next earliest opportunity.
6 INSPECTION
6.1 You shall inspect the Goods at the place and time of unloading but nothing in these Terms shall require You to break packaging and/or unpack Goods which are intended to be stored before use.
6.2 You must give Us written notice within 3 Working Days of unloading of any claim for short delivery, failing which the Goods will be deemed to have been delivered in the quantities shown in the delivery documents.
6.3 You shall not be entitled and irrevocably and unconditionally waive any right to reject the Goods or claim any damages whatsoever for short delivery howsoever caused and our liability for short delivery is limited to making good the shortage. In any event any short delivery must be informed to Us within 3 Working Days.
6.4 Where it is or would have been apparent on a reasonable inspection that the Goods are not in conformity with the Contract or (where the Contract is a contract for sale by sample) that the bulk does not compare with the sample You must give Us written notice within 3 Working Days, failing which the Goods will be deemed to have been accepted and You shall not be entitled and irrevocably and unconditionally waive any right to reject the Goods.
7 SPECIAL GOODS
7.1 To the extent that Special Goods are to be manufactured in accordance with a specification supplied by You, You shall indemnify Us 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 Us in connection with any claim made against Us for actual or alleged infringement of third party’s intellectual property rights arising out of or in connection with Our use of the specification. We reserve the right to amend the specification of the Special Goods if required by any applicable statutory or regulatory requirement.
7.2 In the case of You (including but not limited to Our credit account customers) ordering Special Goods, if We are unable to secure credit terms from Our supplier, We will require payment in full and cleared funds, as a condition of accepting Your order, and payable immediately.
7.3 Special Goods ordered and received into our yards for Delivery or collection, will incur storage charges after the following storage time scales. We reserve the right to apply the following charges regardless of whether the items held in storage have been paid for in full.
7.4 Special Goods cannot be returned.
8 TITLE AND RISK
8.1 Risk in the Goods shall pass to You when the Goods are delivered.
8.2 The title to the Goods shall pass to You only once You pay the price of the Goods and any other sums outstanding between You and Us whether in respect of this Contract or otherwise, in full and cleared funds.
8.3 Until title passes:-
8.4 We shall be entitled to recover the price of the Goods including VAT even though the property in any of the Goods remains with Us.
8.5 We shall be entitled at any time to recover any or all of the Goods to which We have title and for that purpose We may with such transport as is necessary enter upon any premises occupied by You or to which You have access and where the Goods may be or are believed to be situated.
9 WARRANTIES AND LIABILITY
IF YOU DEAL AS A CONSUMER YOUR STATUTORY RIGHTS AS A CONSUMER SHALL NOT BE AFFECTED BY THESE TERMS.
9.1 Subject to the conditions set out below We warrant that the Goods will correspond with their specification at the time of delivery and will be free from material defects for a period of 5 Working Days from the date of delivery.
9.2 We shall be under no liability under Clause 8.1:-
9.3 Subject as provided in this Clause 9 all warranties conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.4 Nothing in these Terms shall exclude or restrict Our liability for death or personal injury resulting from Our negligence or Our liability for fraudulent misrepresentation.
9.5 If the Goods do not confirm with the warranty in clause 9.1 and You do not deal as a consumer then (subject to You giving Us written notice of the defect within 3 Working Days of it being discovered) We shall be entitled to replace such Goods free of charge or, at Our sole discretion, refund to You the price of the Goods, less any delivery or additional charges incurred but We shall have no further liability to You.
IF YOU DEAL AS A CONSUMER THE FOLLOWING PROVISIONS SHALL APPLY:
9.6 If, the Goods do not conform with these Terms after Our first attempt to repair or replace the Goods (in accordance with clause 9.7 below), then You shall be entitled to a full refund, or to a further replacement Goods, which shall be provided free of charge.
9.7 The Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected life of the Goods Your legal rights entitle You to the following:
9.8 If You return the Goods because You consider them to be defective in accordance with clause 9.7 above, We will examine the Goods returned and notify You of any right to refund within a reasonable period of time. We will usually process any refund due within 30 days of notifying You that You are entitled to a refund. We will refund the price of any Goods returned by You because of a defect in full, including the delivery charges for sending the Goods to You and the costs incurred by you in returning the Goods to Us.
9.9 If You return the Goods for any other reason and provided they are returned to Us in an undamaged condition, We will examine the Goods returned and notify You of any right to refund within a reasonable period of time. We will process any refund due within 14 days of receiving the returned Goods from You (or of receiving evidence of Your return of the Goods). We will refund the price of the
Goods paid by You (but not the delivery charges for sending the Goods to You or the costs incurred by You in returning the Goods to Us), usually within 30 days of receipt of the undamaged Goods.
9.10 If You return the Goods to Us in a condition which We consider to be damaged, such damage attributable to Your handling of the Goods, We reserve the right to deduct from the refund an amount equal to the diminished value of the Goods.
9.11 If the Goods are manufactured processed or milled by Us to the design quantity measurement or specification of You then:-
9.11.1 Subject to Clause 9.4 of these Terms We shall not be under any liability for any loss, damages, costs, or expenses of any kind whatsoever or under Clause 9.4 as the case may be, except in the event of:-
9.12 If the Goods are not manufactured by Us or have been processed or milled by a third party whether or not at Our or Your request Our liability in respect of any defect in workmanship or materials of the Goods will be limited to such rights against the manufacturer or the third party as We may have in respect of the Goods. We will on written request provide details of Our rights against the manufacturer or third party and any other terms and conditions imposed by the manufacturer or the third party and so far as possible will on request assign to You any such rights.
9.13 Subject to Clause 9.4 We shall not be liable for misrepresentation (unless fraudulent) or in contract tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause for:-
9.14 You will unconditionally fully and effectively indemnify Us against all losses damages costs on a full indemnity basis and expenses awarded against or incurred by Us in connection with or paid or agreed to be paid by Us in settlement of any claim by any third party arising from the supply or use of the Goods including loss arising from Our negligence. This indemnity will be reduced in proportion to the extent that such losses damages penalties costs and expenses are due to Our negligence.
9.15 Without prejudice to any other provisions in these Terms in any event Our total liability for any one claim or for the total of all claims arising from any one act of default on Our part (whether arising from Our negligence or otherwise) shall not exceed the purchase price of the Goods the subject matter of any claim.
10 NON-PAYMENT/INSOLVENCY
10.1 "Insolvent" means You becoming unable to pay Your debts within the meaning of Section 123 (Company) or Section 268 (Individual) of the Insolvency Act 1986; the levying or the threat of execution of distress on any of Your property; notice of intention to appoint or the appointment of a receiver, administrative receiver or administrator over all or any part of Your property; a proposal for a voluntary arrangement or compromise between You and Your creditors whether pursuant to the Insolvency Act 1986 or otherwise; the passing of a resolution for voluntary winding-up or summoning a meeting to pass such a resolution otherwise than for the purposes of a bona fide amalgamation or reconstruction; the presentation of a petition for Your winding-up (Company) or bankruptcy (Individual) or for an administration order in relation to You; if You suffer any analogous step or proceedings under foreign law or You ceasing to pay Your debts in the ordinary course of business or ceasing or threatening to cease to carry on Your business.
10.2 If You fail to pay any invoice or any sum due to Us under any contract on the due date or You become Insolvent or if there is a material change in Your constitution or You commit a material breach of this Contract and fail to remedy that breach all sums outstanding between You and Us shall become immediately due and payable and We shall be entitled to do any one or more of the following (without prejudice to any other right or remedy We may have):-
10.3 You shall reimburse Our costs including legal costs on an indemnity basis which We incur in enforcing this Contract including but not limited to recovery of any sums due. Such sums shall be in addition to statutory compensation payable.
11 DATA PROTECTION
11.1 If You are an individual or a group of individuals You agree that We may:-
11.2 We will only process your Personal Data in accordance with all applicable Data Protection legislation and for a lawful purpose.
11.3 We will not disclose any information We hold about You except to licensed credit reference agencies, other suppliers and creditors to help Us and others make credit decisions, to help prevent or detect fraud or other crimes and to trace debtors, on a confidential basis to our agents and sub- contractors, to insurance companies for the purposes connected with insurance products that relate or might relate to Your credit account, to any person to whom We propose to transfer our rights and/or responsibilities under this Contract and to the extent We are required or permitted to do so by law. We may use the information about You to provide You with updates and marketing materials which We feel are complementary to the Goods or may be of interest to the You. At all times Your data and information will be held and used in accordance with our privacy policy.
12 GENERAL
12.1 This Contract shall be governed and interpreted exclusively according to the law of England and Wales and You agree to submit to the non exclusive jurisdiction of the English Courts.
12.2 We shall not be liable for any breach of contract delay or failure to perform any of Our obligations if the breach delay or failure was due to any cause beyond Our reasonable control including industrial action or as a result of You failing to provide us information.
12.3 The waiver by Us of any breach or default of these Terms shall not be construed as a continued waiver of that breach nor as a waiver of any subsequent breach of the same or any other provision.
12.4 If any clause or sub-clause of these terms is held by a competent authority to be invalid or unenforceable the validity of the other clauses and sub- clauses of these Terms shall not be affected and they shall remain in full force and effect.
12.5 If the Housing Grants, Construction and Regeneration Act 1996 Part II applies to this Contract the Scheme under that Act shall apply and take precedence in the event of conflict between the Scheme and these Terms.
12.6 Any reference in these Terms to any Statute, Statutory Provision or Regulation includes a reference to that Statute, Statutory Provision or Regulation as amended extended or re-enacted at the relevant time.
12.7 The headings of these Terms are for convenience only and shall not affect their interpretation.
12.8 Termination of this Contract shall not affect rights and obligations which have already accrued at the time of termination.
12.9 Nothing in these terms or the Contract is intended to or will create any benefit for or right to enforce any of the terms of the Contract to any third party and the Contracts (Rights of Third Parties) Act 1999 is hereby excluded.
12.10 This Contract contains the whole agreement between You and Us in respect of the supply of Goods to You and supersedes any prior written or oral agreement between You and Us relating to it and You confirm that You have not entered into this Contract on the basis of any representations that are not expressly incorporated in this Contract.
13 CANCELLATIONS AND RETURNS
13.1 Our policy in relation to cancelled orders is as follows:-
13.2 Our policy in relation to returned Goods (other than where clause 9 applies) is as follows:-
13.3 IF YOU DEAL AS A CONSUMER THE FOLLOWING PROVISIONS SHALL APPLY IN ADDITION TO CLAUSES 13.1 AND 13.2:
13.3.1 The Consumer (Information, Cancellation and Additional Charges) Regulations 2013 will apply to the Contract.
13.3.2 You may cancel Your order for Goods at any time within 14 calendar days from the date of Our written confirmation of Your order, in which case You will receive a full refund in accordance with clause 13.3.3 below.
13.3.3 If You return Goods to Us because You have cancelled Your order within the 14 day cooling off period referred to in clause12.3.2 above, We will process the refund due to You as soon as possible once we have received Your notice of cancellation and once we have received the returned Goods from You, which You must do within 14 calendar days of cancelling Your order. We will refund the price of the Goods in full, including the delivery charges for sending the Goods to You (except for the supplementary costs arising if You chose a type of delivery other than the very least expensive type of standard delivery offered by Us.) You will, however, be responsible for the costs of returning the Goods to Us.
