Terms and Conditions of Sale

1. Interpretation

“The Company” means EASY TRIM ROOFING & CONSTRUCTION PRODUCTS LIMITED

“the Customer” means the person, firm, company, organisation, corporation or public authority whose order is accepted or referred to in any document issued by the Company.

“Goods” means the products sold by the company or repaired by the company at the customers request.

”Delivery Point” means the place where delivery of the goods is to take place under condition 5.

“Contract” means any contract between the Company and Customer for the sale and purchase or repair of goods, incorporating these conditions.

Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Company on the confirmation of the order, subject to any changes in writing after such confirmation but prior to delivery.

2. General

2.1​All orders accepted and goods delivered by the Company are subject to and upon the following terms and conditions of sale, which shall constitute the entire agreement between the Company and the Customer. No addition or variation shall apply unless agreed in writing by a Director of the Company.  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 the Contract.

2.2​No terms or conditions endorsed on, delivered with or contained in the Customer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.3​Acknowledgement of receipt of a Customers enquiry or order by the Company shall not constitute acceptance of that order for contractual purposes. The sending of a written acceptance/delivery note or invoice by the Company shall alone constitute acceptance of the Customers order or (if earlier) the Company delivers the Goods to the Customer.

2.4​The Customer shall ensure that the terms of its order and any applicable specification are complete and accurate.  Liability is not accepted by the Company for any inaccuracy in or misunderstanding concerning orders when placed by the Customer by way of telephone.

2.5​In no circumstances shall the Customer cancel a contract to which these terms and conditions apply unless the Company gives consent in writing. If consent is given the Customer will indemnify the Company against all losses (including any loss of profit) suffered by the Company up to cancellation.

3. Payment Terms

3.1​Pounds Sterling (or the lawful currency of England and Wales from time to time) is the currency of account in all dealings between the Company and its Customers.

3.2​All account sales will be due for payment by the end of the month following the date of invoice unless otherwise agreed in writing by a Director of the Company.

3.3​All sales for non-account Customers must be paid in full prior to dispatch or collection.

3.4​The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid Court Order requiring an amount equal to such deduction to be paid by the Company to the Customer.

3.5​Time for payment shall be of the essence.

3.6​No payment shall be deemed to have been received until the Company has received cleared funds.

3.7​All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.

3.8​Failure by the Customer to pay the monies due to the Company by the due date will entitle the Company to withdraw credit facilities and withhold further deliveries for orders or part orders held by the Company. This action will not incur any liability on the Company for actions against the Customer by third parties.

3.9​If the Customer fails to pay the Company any sum due pursuant to the Contract, the Customer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment.  The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

4. Prices

4.1​Prices quoted are net of VAT and any other applicable taxes or levies that may be applied by any governmental statutory or local authority upon the sale of goods or the supply of services. Any such provisions will be charged at the prevailing rate at the time of dispatch or invoice as the case may be.

4.2​Prices quoted in any of the Company’s literature including any promotional offer sheets or flyers are subject to variation without notice.

4.3​Any price or discount related problem must be notified in writing to the Company’s Customer service department within 7 days of invoice date or the invoice will be regarded as cleared for payment in its entirety.

5. Delivery

5.1​The Company will use its reasonable endeavours to comply with dispatch, collection and delivery dates but such dates are only estimates and are not guaranteed and shall not be the essence of any contract between the Customer and the Company.

5.2 ​Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.

5.3​Delivery shall be deemed to have taken place on the occurrence at the first point in any of the following events:-
​Delivery to our carriers.
​Delivery by our vehicle
​Collection from our site.
​Dispatch of Goods via post.

5.4.​Subject to other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 90 days.

5.5​Customers requiring collection of Goods by the Company for return or repair shall ensure the said Goods are available and ready for collection by the Company’s carrier at a mutually agreed time.   Failure of the Customer to comply will incur extra charges, which will be paid by the Customer.
In addition, if for any reason the Customer fails to accept delivery of any of the Goods when they are ready for delivery, or if the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, license or authorizations:

(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.)

6. Non-Delivery

6.1​The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless the Customer gives written notice to the Company of the non-delivery within 3 days of the date when the Goods would in the ordinary course of events have been received.

6.2​Any liability of the Company for the non-delivery of the Goods 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.

7. Risk/Title

7.1​Title to and property in the Goods shall remain in the Company until payment in full of:
​a) The total invoice price for the Goods and any relevant charges and​
​b) Any other amounts that are due for payment by the customer to the company on any account.

7.2​Until ownership of the goods has passed to the Customer, the Customer shall:

(i)             hold the Goods on a fiduciary basis as the Company’s bailee;

(ii)           store the Goods (at no cost to the Company) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Company’s property;

(iii)         not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and maintain the Goods in satisfactory condition

7.3​Until title has passed to the Customer the grants the Company, its agents and employees an irrevocable license at any time to enter any premises where the Goods are or may be stored to recover them.

7.4​The risk in the Goods shall pass to the Customer upon delivery as referred to in 5 (5) and 7

8. Force Majeure

The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

9. Quality

9.1​the Company warrants that (subject to the other provisions of these conditions) upon delivery, the Goods shall be of satisfactory quality and fit for purpose within the meaning of the Sale of Goods Act 1979.

9.2​The Company shall not be liable for a breach of the warranty in clause 9.1 unless:

(a)​the Customer notifies the Company of any Goods that are damaged within 72 hours of delivery; and

(b)​the Company is given a reasonable opportunity after receiving the notice of examining such Goods and agrees with the Customer’s notification;and

(c)​the Customer (if asked to do so by the Company) returns such Goods to the Company’s place of business for the examination to take place there

9.3​ The Company shall not be liable for Goods’ failure to comply with the warranty set out in clause 9.1 in any of the following events:

(a)​the Company, having examined the Goods and acting reasonably in all respects, does not agree with the Customer’s notification under clause 9.2;

(b)​the Customer makes any further use of such Goods after giving notice in accordance with clause 9.2;

(c)​the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

(d)​the defect arises as a result of the Company following any drawing, design or Specification supplied by the Customer or are otherwise manufactured specifically to the Customer’s order.

9.4​Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to the Company.  The Company cannot however accept liability for the suitability, fitness for purpose, operation or effectiveness of Goods it does not manufacture.

9.5​It is the Customer’s responsibility to comply strictly with the terms and conditions of any manufacturer’s warranty or indemnity.

9.6​The Customer will comply with the Company’s reasonable directions concerning any Goods which are claimed to be defective or damaged. If the Customer returns any Goods to the Company without the Company’s prior consent, the Company may return them to the Customer, or store them, at the customer’s risk and cost.

9.7​Subject to conditions contained in Clause 9, if any of the Goods do not conform with the warranty in condition 9.1 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the [Company’s] expense, return the Goods or the part of such Goods which is defective to the Company.

9.8​Any Goods that are returned to the Company must be accompanied by proof of purchase/collection/delivery before any credit shall be offered in place of the Goods.

9.9​All queries in respect of Goods that have been delivered must be notified to the Company within 14 days of the date of the invoice.  Queries communicated to the Company after this period will not be considered unless the goods are electrical items which are under warranty.  The Company offers a repair service for damaged Goods that are under warranty provided that these terms and conditions have been complied with and if the manufacturer has deemed the Goods to be damaged.  Credit will not beoffered by the Company to the Customer in place of damaged Goods unless confirmation is received from the manufacturer to the Company that the Goods are non-repairable.

9.10​The Customer is responsible for inspecting the Goods on delivery/collection.

9.11​If the Goods are collected by or delivered to the Customer in a damaged condition, the Customer must sign the proof of collection/delivery form and confirm on that form that the Goods are damaged at the time of collection or delivery failing which, the Customer shall be deemed to have accepted the Goods as satisfactory and not damaged at the time of delivery or collection.

9.12​If the Goods are collected by or delivered to the Customer and the Goods or part of the Goods are incomplete, the Customer must sign the proof of collection/delivery form and confirm on that form that the Goods are incomplete at the time of collection or delivery failing which, the Customer shall be deemed to have accepted the Goods as complete and satisfactory at the time of delivery or collection.

10.   Limitations and Exclusions

10.1​If any Goods do not comply with the contract between the Company and the Customer, for any reason, the Customer’s sole remedy against the Company shall be limited to the Company replacing the Goods or refunding the price paid for them.

10.2​Under no circumstances whatsoever shall the liability of the Company to the Customer exceed the price paid for the Goods.

10.3​The Company accepts no liability or responsibility for any consequential or indirect losses or expenses, (including but not limited to any loss of profit, turnover, business, expectation or bargain) suffered by the customer or any other person, for any reason.

10.4​All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

10.5 ​Nothing in these Terms and Conditions excludes or limits the liability of the Company:

(a)​for death or personal injury caused by the Company’s negligence; or

(b)​under section 2(3), Consumer Protection Act 1987; or

(c) ​for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or

(d)​for fraud or fraudulent misrepresentation.

10.6 ​each of the restrictions in this clause is intended to be separate and severable.

10.7 ​Nothing in these Terms and Conditions confers or implies any right, power or privilege on any person other than the Company’s Customer.

11. Indemnity

The Customer shall comply with all instructions the Company and/or the manufacturer of Goods supplied by the Company in relation to the fitting, installation, service and use of the Goods. The Customer shall keep the Company fully indemnified against all costs, claims, demands, and liabilities that may occur due to any failure to comply with those instructions.

12. Data Protection

The Company is committed to ensuring the security and protection of any personal data that it processes in connection with the Contract and to provide a compliant and consistent approach to data protection. The Customer acknowledges that the Company is a data controller for the purposes of the Data Protection Legislation.

Both parties will comply with the Data Protection Legislation.

The Company will process any personal data collected from (or provided by) the Customer in accordance with its privacy notice which is available upon request. The Customer acknowledges that the Companywill rely on any data (personal or otherwise) provided by the Customer. The Customer will ensure that any data (personal or otherwise) that it provides to the Company will be accurate, up to date and complete.

13. English Law

The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English Law and the parties submit to the exclusive ​jurisdiction of the English Courts.

If any provision of the Contract is found by any Court to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

14. Consumer Sale

Except to the extent permitted by law, nothing in these Terms and Condition shall affect or restrict the statutory rights of any person dealing with the Company as a consumer.