Business to business between The Purchaser and The Company.
Terms & Conditions for Business to Business between The Purchaser and The Company.
1. Definitions : - (a) Within this document High-Tech Membrane Roofing Ltd are referred to as the “The Company” and the Individual, Firm, Company or Corporation placing the order is referred to as “The Purchaser”. (b) The goods supplied and installed by The Company as ordered by The Purchaser will be referred “The Product”. (c) The installation address at which The Product is to be installed is referred to as “The Premises”.
2. Unless otherwise agreed in writing by The Company works will only be carried out as too agreed in the works schedule. The Purchaser must ensure that any representation or verbal promise made is entered in writing before confirming order of works. In the absence of such notation in writing no such representation of promise shall be effected in law.
3. (a) The Purchaser shall grant The Company’s employees and self-employed agents access to The Premises at arranged times for the purpose of carrying out works specified. (b) In the event The Company’s employees or agents cannot gain access to The Premises or carry out works as specified and is the fault of The Purchaser and The Company has to abort the works on the arranged day expenses will be charged to The Purchaser.
4. A delivery date is given by The Company to The Purchaser will be taken as estimate and is given in good faith. For the avoidance of doubt time shall not be of the essence unless agreed in writing by The Company or The Purchaser.
5. In the event of a fault occurring, The Purchaser must mitigate any cost incurred by refraining from carrying out any decoration or other works to the installation areas until the faults have been corrected by The Company.
6. The Company guarantees to repair or replace free of charge any section of The Product supplied and installed by The Company which proves defective as a result of faulty materials within the guarantee period. The guarantee does not extend to: - (a) Minor imperfections in The Product. (b) Damage or faults due to accidents, misuse or neglect by The Purchaser. (c) The removal and/or repositioning of The Product, or part/section of The Product carried out by persons other than the employees or duly authorised representative of The Company. (d) The Company cannot be held responsible for any rotting timbers i.e. rafters, roof plates or any connecting joists – any repairs to these items will be subject to additional costs. (e) Rectifying any collection of water which is a result of the flat roof on The Premises. For the avoidance of doubt, any such collection of water pooling is not considered a defect and/or will not be detrimental to the performance of The Product and does not affect the guarantee provided to The Purchaser. (f) The Purchasers successors in title unless this is agreed in writing by The Company. Any such transfer is subject to a satisfactory survey of The Product and a survey fee and transfer fee will be applicable.
7. (a) Payment of the total price agreed shall be payable to The Company immediately upon completion of the Installation of The Product or the pay due date on The Company invoice. The Purchaser shall not deduct or set off any amount against the total balance due (other than deposit). (b) In the absence of prior written agreement to the contrary, payment of our charges is required on receipt of invoice. Failure to make payment within 28 days of the due date may result in the matter being referred to our dept collection agents whose charges will be added to and payable with the invoice debt. (c) The Company reserve the right entitled by law to add interest to the debt at the Bank of England base rate plus 8%, interest will be charged on from the date the invoice become due for payment. Notification of any minor repairs or adjustments which may be necessary after the date of completion of the installation shall not be a good reason for withholding payment of the outstanding balance due to The Company.
8. The Company’s quotation and agreed price is based upon the work as foreseen at the time of quotation, and does not include work subsequently carried out to overcome problems which were not apparent at the time.
9. The company shall not be held liable to The Purchaser for any economic or financial loss or damage (including without limit any loss of profits, loss of revenue, liabilities incurred by The Purchaser to third parties relating to The Product, additional expenses incurred or the cost of time spent) or any consequential or indirect or special loss or damage, costs, expenses or other claims for consequential compensation whatsoever incurred or suffered by The Purchaser.
10. There is no cancellation period relating to a confirmed order. Should The Purchaser wish to cancel a confirmed order the total price will immediately become due for payment as to clause 7.
11. The Purchaser shall be responsible for ensuring in writing planning permission, building regulation approval and any other consents of local authority are obtained prior to installation. The Company accepts no liability whatsoever for any breaches by The Purchaser regarding any form of planning consent required.
12. All guarantees are released only on full settlement of account.
13. All goods remain the property of The Company until payment is received in full.
Consumer Terms and Conditions
Business to Consumer between The Purchaser and The Company.
1. Definitions. (a) Within this document High-Tech Membrane Roofing Ltd, Linden House, 30 Linden Road, Benfleet, Essex, SS7 4BA. Registration No. 3932378, are referred to as the “The Company” and the Individual, Firm, Company or Corporation placing the order is referred to as "The Purchaser".
(b) Within this document the installation address at which The Product is to be installed is referred to as "The Premises"
(c) The goods supplied and installed by The Company as ordered by The Purchaser will be referred "The Product".
(d) Any Contract for the purchase and sale or other of The Product by The Company to The Purchaser shall be referred to as "The Contract".
2. Unless otherwise agreed in writing by The Company these Terms and Conditions which supersede all terms or proposed terms of trading appearing on documents of The Company and delivered to or obtained by The Purchaser prior to the date hereof, shall override any terms or conditions stipulated or referred to by The Purchaser in correspondence or elsewhere. No such terms advanced by The Purchaser shall be incorporated in or otherwise by relied upon in connection with The Contract. The Purchaser should ensure that any representation or promise made before the time of signature of The Contract is added in writing on the face of The Contract in the section headed “Special Conditions” which is provided for this purpose. In the absence of such notation in writing no such representation of promise shall be effected in law, nor shall they be construed as amending or qualifying the terms of this Contract, nor shall they be capable in law of being condition precedent to the conclusion of this Contract between The Company and The Purchaser.
3. The Purchaser shall grant The Company’s employees and self employed agent’s access to The Premises at reasonable times for the purpose of taking measurements and carrying out the works specified in The Contract.
4.(a) The delivery date specified overleaf or otherwise given by The Company to The Purchaser shall be taken as an estimate only and is made by The Company in good faith. For the avoidance of doubt time shall not be of the essence unless otherwise agreed on writing by The Company and The Purchaser. If the delivery date specified overleaf is varied, then the approximate delivery period will be deemed to apply to the date of The Company's notification to The Purchaser instead of the date of the original Contract.
(b) If the work is not completed by The Company within a period stated in the Contract, The Purchaser may serve written notice on The Company by Recorded Delivery at The Company's address overleaf requiring that the work be completed within a specific delivery date that The Purchaser may specify (in general The Company would accept 6 weeks as a specific delivery date. If the work is not completed within such extended period, The Purchaser may cancel the uncompleted work covered by the Contract without penalty by the service of a written notice to that effect on The Company, the same to be sent by Recorded Delivery post addressed to The Company at the address overleaf. Notwithstanding the foregoing, The Company shall not be liable for any delay in the completion of the work which arises from causes beyond The Company’s reasonable control, and in the event that time has been made the essence of The Contract, time shall not run during any period when delay on that account is operating. The period of notice will apply from the date of receipt of the written notice by The Company at its address as aforesaid.
(c) If the work cannot be completed within the delivery period stated in The Contract due to an error in the measurements of The Premises carried out by The Company, The Company shall re-measure the same and supplied goods of the correct measurement within a specific delivery date.
5. In the event of any faults occurring, The Purchaser must mitigate any cost incurred by refraining from carrying out any decoration or other works to the installation areas until The Company has corrected the faults.
6. The Company guarantees to repair or replace free of charge any section of The Product supplied and installed by The Company which proves defective as a result of faulty materials within the guarantee period The Company’s formal guarantee will be sent to The Purchaser upon receipt of the balance payable on completion of the works by The Company. This guarantee does not extend to: -
(a) Minor imperfections of The Product.
(b) Damage or faults due to accidents, misuse or neglect by The Purchaser. Nor storm damage or any other act of god.
(c) Premature failure of materials due inadequate Product maintenance carried out by The Purchaser, or any person on The Purchasers behalf.
(d) The removal and/or prepositioning of The Product or part/section of The Product carried out by persons other than the employees or duly authorized representatives of The Company.
(e) Existing timbers adjacent to the installation remaining at The Purchasers request.
(f) The Company unless agreed in writing on the face of The Contract cannot be held responsible for any damaged or rotting timbers i.e. rafters, roof plates or any connecting joists-any repairs to these such items will be subject to additional costs.
(g) With a mechanical fixed installation the fixing plates may cause some imperfections under the membrane. If an overlay fixing system (i.e. existing roof covering remaining in place) imperfections may be evident, this will not puncture the membrane or cause any future harm and will not affect the guarantee in any way.
(h) Rectifying any collection of water i.e. water pooling. For the avoidance of doubt, unless the roof falls are being altered water will collect in exactly the same way, as before any works have commenced, pooling water can be more evident on a smooth surface compared to a surface with many stone chippings on the roof. Any such collection of water pooling is not considered a defect and/or will not be detrimental to the performance of The Product and does not affect the guarantee provided The Purchaser.
(i) Cracks and minor damage to any ceiling immediately below any roof installation is sometimes unavoidable. The Purchaser must acknowledge that any such ceiling damage may necessitate redecoration but The Company shall not be responsible for the cost of such decoration.
(j) The Purchasers successors in title unless this agreed in writing by The Company. Any such transfer is subject to satisfactory survey of The Product and an additional survey and transfer fee will be applicable.
Notification of any claim made under this warranty must be made by The Purchasers in writing by recorded delivery post addressed to The Company at the address overleaf, and such written notice of defect to be given within 28 days of The Purchaser becoming aware of the defect.
7.(a) Payment of the total Contract price, less deposit, shall be payable to The Company immediately upon completion of the installation of The Product. The Purchaser shall not deduct or set off any amount against the total Contract price (other than the deposit). Completion of an Acceptance Certificate for a Finance Company excludes The Purchaser from this obligation, but Contracts, which are subject to Local Authority or Government grant, are not excluded.
(b) Without prejudice to any other rights of The Company, upon failure by The Purchaser to pay the outstanding balance when it becomes due for payment, interest will be charged by The Company at 5% annum above the National Westminster Bank base rate from time to time. Interest to be calculated on the sum outstanding compounded on a monthly basis from the date of completion to the date of payment.
(c) Notification of any minor repairs or adjustments which may be necessary after the date of completion of the installation shall not be a good reason for withholding payment of the outstanding balance due to The Company on completion.
(d) Under no circumstances will The Company be liable or pay compensation for abortive appointments, installations dates and installations over running on estimated fitting times.
8. Representative’s samples are used to demonstrate a typical Product and its composition. Products shown in The Contract will be measured and installed in the way considered suitable by The Company for modification thereof. The Company’s quotation is based upon the work as foreseen at the time of the quotation, and does not include work subsequently carried out in order to overcome problems which were not apparent at that time e.g. building faults, lack of structural support etc. The Company will pass on any cost incurred due to these factors to The Purchaser.
9. The Company does not undertake to move or re-site services, fixtures or fittings which are ancillary to the basic structure of The Premises, except as agreed between The Company and The Purchaser and as specified overleaf in the section entitled “Special Conditions”, e.g. mains water pipes, electricity, telephone or television cables, aerials or satellite dishes.
10. In the event that any alleged fault notified by The Purchaser to The Company is determined by The Company not to be a result of or caused by the installation of the Product. The Company reserves the right to charge The Purchaser a reasonable sum in respect of such a call out.
11.(a) The Company shall not be reliable to The Purchaser for any economic or financial loss or damage (including without limit of any loss of profits, loss of revenue, liabilities incurred by The Purchaser to third parties relating to The Product, additional expenses incurred or the cost of time spent) or any consequential or indirect or special loss or damage, costs, expenses or other claims for consequential compensation whatsoever incurred or suffered by The Purchaser.
(b) In the event of any breach of these Conditions by The Company, the remedies of The Purchaser shall be limited to damages. Under no circumstances shall the liability of the Company exceed the price as stated in The Contract.
12. (a) The Company undertakes only to supply The Products and do the work specified in the said Schedule overleaf. It is the responsibility of The Purchaser to ensure that The Product ordered and the works specified in the Schedule overleaf conforms to The Purchasers requirements.
(b) The Company reserves the right to make any changes to the Contract due to changes in the specification of the Product which are required to perform with applicable safety or other statutory requirements and/or to any amendments requested by the Purchaser. These changes will duly be notified to the Purchaser.
13. (INFORMATION, CANCELLATION AND ADDITIONAL CHARGES) REGULATION 2013
(a) Subject to clause (13) b The Purchaser named overleaf has the right to cancel The Contract hereby made to High-Tech Membrane Roofing Limited within 14 days from the date of The Contract (see overleaf).
(b) The cancellation provisions contained in clause (a) above shall not apply to any Purchaser who trades in the Business capacity including a Firm, Company or Corporation.
(c) The Purchaser may exercise the right of cancellation by recorded mail to The Company address as in clause 1(a) made for the attention of The Legal Department. A covering letter or by the use of the cancellation slip below is acceptable. The Company will accept an email as notification of cancellation.
(d) In the event of a cancellation on the part of The Purchaser, which does not confirm with these conditions The Purchaser becomes immediately liable to compensate The Company by the full value of The Contract.
(e) The Company may carry out a further survey of the roof before the cancellation period has expired and this will have no effect on the cancellation period.
(f) Should time be the essence of The Contract and works are required to start before the 14 days have elapsed then a disclaimer must be written and signed by The Purchaser on the front of The Contract clearly stating that The Purchaser understands that all cancellation rights are void.
(g) If The Purchaser requests The Company to make a temporary repair or install waterproof tarpaulin before the 14 days have expired then a disclaimer must be written and signed by The Purchaser on the front of The Contract clearly stating that The Purchaser understands that all cancellation rights are void.
14.(a) The Company may exercise its right to cancel The Contract due to unsatisfactory survey following a sales representative site visit. Should The Company need to exercise these rights The Purchaser will be notified with the reasons why within a period of 21 days after survey.
(b) Upon cancellation of The Contract by The Company any deposit paid by The Purchaser will be subject to full refund.
(C) In the event The Company find there to be extra work required on survey and this work is not shown on the face of The Contract and no charge has been made The Company will re-estimate the cost for The Purchaser. The Purchaser is under no obligation to pay any extra-unforeseen cost and can cancel The Contract without any penalty and any deposit paid by The Purchaser will be subject to a full refund. This does not extend to under decking where the cost is shown on the face of The Contract.
(d) The Company’s quotation and agreed price is based upon the work as foreseen at the time of quotation and roof survey. If the installation works have commenced and The Company find unforeseen problems that could not be determined on a roofing survey The Company will immediately quote for these extra works to be carried out for The Purchaser. The Purchaser has the right to obtain further estimates or advice from a third party, in this event The Company will suspend works until all remedial works are completed allowing The Company to complete the installation. In the event there that works are suspended The Company will require payment for works carried out up to the point of suspension of works. This will be minimum of 50% of The Contract value.
(e) The Company will not guarantee The Product installed to existing chipboard under decking nor any type of under decking showing signs of fatigue, if The Purchaser does not agree to an under decking cost then The Company will not be able to offer any guarantee. In some cases it is impossible to remove an existing covering due to the way it is bonded to the existing under decking without causing damage and new boarding will be required.
15. The Purchaser shall be responsible for ensuring in writing that planning permission, building regulation approval and any other consents of the Local Authority are obtained prior to installation and that all other relevant provisions of any statute governing building and ancillary work have been fully observed. Unless The Company is made aware in writing, The Company accepts no liability whatsoever for any breeches of such statues or any other regulations or requirements of the Local Authority and shall not be required to provide any indemnity against, or make contributions towards, any action which may be brought by the Local Authority against The Purchaser.
16. The Contract is entirely separate and independent of any finance arrangements made by The Purchaser.
17. This Contract is deemed to be entered into at the address printed overleaf.
18. Nothing in these terms and conditions affect The Purchasers statutory rights.
19. The Company reserve the right to make any guarantees null & void for non-payment of any monies (including interest thereon) due under The Contract and/or in accordance with these Conditions including but not limited to clauses 6 (j) & 10.
20. These Conditions and the documents referred to in them constitute the entire agreement and understanding of the parties and supersede any previous agreements between the parties relating to the subject matter of these Conditions.
21. These Conditions shall be governed and construed in accordance with the laws of England and Wales.
22. The parties irrevocably agree to submit to the exclusive jurisdiction of the Courts of England and Wales to settle any disputes, which may arise out of or in connection with these Conditions.
23. Unless otherwise stated any notice or other communication given under this Agreement shall be writing and shall be delivered personally or sent by first class post or by fax or email to the parties' respective registered offices or other address as set out in this Agreement or as otherwise notified by them from time to time (in accordance with the provisions of this Clause).
24 In the absence of evidence of early receipt, a notice or other communication is deemed given: ·
24.1 if delivered personally when left at the address referred to in clause 23 above:
24 2 if sent by post, two business days from the date of posting: and
24.3 sent by fax or email on completion of its transmission during normal office hours.
25. In proving the given of a notice it shall be sufficient to prove that the notice was left or that the envelope containing such notice was properly addressed and posted or that the fax or email was transmitted to the fax number or email address of the relevant party.
26. All goods remain the property of The Company until payment received in full.