Terms and Conditions of SALE

These Terms & Conditions apply to all the sale of goods and supersede all previous terms. Please retain a copy for your records.

1. General.

1.1 These are the terms and conditions on which we supply goods to you.

1.2 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 you are an individual and you are buying goods from us wholly or mainly for your personal use.

1.3 If you are a business this is our entire agreement with you. 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.

1.4 The Company/us/we shall mean Skyline Roofing Centres and/or Skyline Roofing Centres Ltd and/or Skyline Roofing Centres (LB) Ltd and/or Skyline Roofing Centres (Bedford) Ltd.

1.5 The Customer/you shall mean the person, firm or company who contracts with the Company and purchases the goods from the Company as trade account customers and non-trade account customers, that are likely to be buying in cash or pay as you go Customer.

1.6 Goods means the goods and materials and any part of them (including samples, where relevant) which are subject to the contract.

1.7 Contract means the contract for the sale of the Goods made between the Company and the Customer in accordance with theseConditions.

1.8 Conditions means the commercial terms of business of sale.

1.9 Force Majeure Event means an event or circumstance beyond a party’s reasonable control.

1.10 Specials means specific orders requested by the Customer, and are classed as specials.

2. Acceptance.

2.1 These Conditions shall apply to the Contract and all orders placed and accepted by the Company to the exclusion of any other terms and conditions stipulated, incorporated or referred to by the Customer in any order, letter, form of contract or any other document or negotiations.

2.2 No variation to these Conditions shall be binding without the express written agreement of a director of the Company.

2.3 Our acceptance of your order will take place when we accept it (either verbally or in writing), at which point a contract will come into existence between you and us.

2.4 Your acceptance of a quotation must be accompanied by sufficient information to enable us to proceed with the preparation of the order.

2.5 If we are unable to accept your order, we will inform you of this and will not charge you for the goods. This might be because the goods are out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the goods or because we are unable to meet a delivery deadline you have specified.

3. Goods.

3.1 Images of goods on our website are for illustrative purposes only. We do not guarantee that every item delivered will be the same in all respects as any sample and/or goods previously delivered.

3.2 If we are providing goods based on any specifications provided by you, you are responsible for ensuring that such specifications are correct and 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 a third party’s intellectual property rights arising out of or in connection with our use of the specification.

3.3 (a) The Customer is entirely responsible for ascertaining the quantities it requires notwithstanding that an estimate or quotation may have been given by the Company. (b) Quotations or estimates provided to the Customer by the Company are for the supply of Goods on these Conditions only. Any quotation or estimate provided to the Customer by the Company is not an offer and the Company reserves the right to withdraw or amend any quotation at any time before the Company’s acceptance of the Customer’s order. (c) Where fine or specific tolerances are required in Goods beyond those generally accepted in the building trade no liability will attach to the Company unless the tolerances are notified in writing to the Company at the time the Customer provides its order to the Company and the Company has agreed in writing to supply Goods that meet those tolerances. (d) The Company may without notice to the Customer reasonably alter any specification, description, design, drawing, illustration and/or other particulars relating to the Goods and to supply the Goods as so altered in performance of the Contract and may also substitute and supply similar goods of equivalent type in the performance of the Contract, provided that any alteration or substitution does not significantly reduce or change the substantive quality and/or nature of the Goods.

4. Prices and Payment.

4.1 The price of the goods will be the price indicated on the order. Quotations and price lists do not constitute an offer by the Company to supply the goods referred to therein and no order placed in response to a quotation or price list will be binding on the Company unless accepted by the Company.

(a) The price of the Goods (“the Price”) shall be the price quoted by the Company to the Customer provided the Customer accepts the quotation within 14 days of its date. Where no price has been quoted

4.2 Customers with credit facilities: All goods will be invoiced at the time of delivery/collection and must be paid for in full no later than the end of the month following the month in which the invoice is dated.

4.3 Customers without credit facilities: terms are payment net cash by means of cleared funds prior to delivery/collection of goods.

4.4 Goods made to Customer specification: terms are payment nett cash by means of cleared funds prior to delivery/collection of goods.

4.5 The Customer shall not, without prior written agreement of the Company, be entitled to deduct or set off from any money or monies for the time being due to the Company any claim for loss or expense alleged to have been incurred by the Customer by reason of any breach or failure to observe the provisions of this or any other contract by the Company.

4.6 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 annual rate of 5% above the base lending rate from time to time of Barclays Bank Plc. 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.  We shall also charge fees permitted under the Late Payment of Commercial Debts (Interest) Act 1998. The Customer shall indemnify the Company, against all costs (including legal costs) and expenses incurred by the Company in recovering amounts due from the Customer

4.7 Failure by the Customer to make payment of any sums payable on the due date or dates or (if appropriate) failure to comply with the limit of any total credit facility shall entitle the Company to delay delivery and/or cancel delivery of any undelivered portion of the goods without prejudice to any claim against the Company for any loss or damage

5. Delivery.

5.1 Delivery shall be to such place as is specified by the Customer in their order or, failing instruction, at the Company’s works.

5.2 Delivery rates or charges included in the prices are based on full lorry loads and are subject to the road being suitable for the transport. If any increase in haulage rates occurs between the date or order and the date of delivery, prices will be subject to increase without notice.

5.3 Where the goods are delivered by the Company, the Customer must advice of any local traffic regulations which may affect or restrict delivery.

5.4 Where the goods are delivered by the Company, delivery of the goods shall be completed at the goods arrival at the delivery location.  Our obligation is limited to delivery as near to the site as a safe, hard road permits which, in the opinion of the driver, is suitable for use by the vehicle concerned. The Customer shall be responsible for the unloading of the goods and the Company shall not be liable for any damage that occurs during such unloading. In the event that the unloading exceeds a period of one hour then demurrage may be charged by the Company to the Customer.

5.5 Where the goods are collected by the Customer then delivery of the goods shall be completed upon completion of the loading of the goods. The Company shall not be liable for any damage that occurs during the loading or unloading of the goods.

5.6 The Customer, or its representative, shall sign the Company’s delivery note and print their name  on the occasion of each delivery and such signature shall be deemed to be that of the Customer’s duly authorised representative. In the absence of the Customer or its representative, the driver shall be deemed to be the Customer’s representative for this purpose and shall sign the delivery note. Delivery of the goods shall not be affected by any failure by the Customer to sign or otherwise complete a delivery note. This related to delivery on site compared to loading for the Customer.

5.7 If the Company 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. The Company shall have no liability for any failure to deliver the goods to the extent that:

(a) the Customer fails to notify the Company of a failure to deliver within 7 days of invoice or advice of despatch; and/or

(b) such failure is caused by a force majeure event, the Customer’s failure to provide the Company with adequate delivery instructions for the goods or any relevant instruction related to the supply of the goods.

5.8 The Company may deliver the goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.9 Any time or date designated by the Company or the Customer for delivery is given and/or received as an estimate only, and while the Company will use its best endeavours to comply with any delivery date, its only obligation will be to deliver within a reasonable time. The Company will not be responsible for any loss or damage caused by any delay in delivery.

5.10 The Company will endeavour to comply with reasonable requests by the Customer for postponement of delivery but shall be no obligation to do so. Where delivery is postponed other than due to default by the Company, the Customer shall pay all costs and expenses including a reasonable charge for storage and transportation occasioned thereby, and the Company shall be entitled to invoice for the goods in accordance with section 4.

5.11 If the Customer fails to take delivery when made, the Company shall be entitled, without prejudice to any rights it may have, to invoice for the goods in accordance with section 4 or end the contract and resell the goods.

6. Title.

6.1 Until payment in full by means of cleared funds has been made for each order:

(a) The ownership of the goods shall remain with the Company.

(b) The Customer shall if required by the Company clearly mark or designate the goods so that they remain readily identifiable as the property of the Company and shall store the same in a proper manner without charge to the Company.

(c) If any of the events referred to in section 7 occur, the Company shall be entitled to recover any or all of the goods in the Customers’ possession to which the Company has title hereunder and for that purpose the Company, its servants or agents may, with such transport is necessary, enter upon any premises occupied by the Customer or to which the Customer has access, and where the goods may be situated.

(d) The Customer shall have the right to resell the goods in the normal course of its business and shall be under a duty to account to the Company for the proceeds of resale to the extent of any monies outstanding from the Customer to the Company.

(e) The Company may require the Customer to assign to it absolutely any right of action in respect of monies due in respect of such proceeds of resale.

(f) Nothing in these conditions shall confer any right upon the Customer to return the goods or to refuse or delay payment and the remedies conferred on the Company are in addition to and shall not in any way restrict or prejudice any other rights and remedies of the Company.

7. Insolvency and Breach of Contract.

7.1 The Company shall have the option (without prejudice to any of its other rights against the Customer) by notice in writing to the Customer to end the contract or to suspend delivery in the following circumstances:

(a) Should any sum owing by the Customer to the Company be overdue.

(b) Should the Customer be in breach of any term of the contract with the Company.

(c) Should the Customer (being a Company) compound or enter into any composition or arrangement or have a proposal made or a Voluntary Arrangement with its creditors, have a petition presented for the appointment of an Administrator or and Administrator is appointed; have a Receiver or Manager or Administrative Receiver appointed over all or any part of its assets; have a resolution have a resolution passed for its Voluntary Winding Up save for the purpose of amalgamation or reconstruction or call a Creditors Meeting for Voluntary Liquidation or enter Voluntary Liquidation; be in receipt of an unsatisfied Statutory Demand or have a Petition presented for its winding up; or is, for any reason, removed from the Register of Companies.

(d) Should the Customer (being an Individual or a Partnership) enter a deed of Arrangement or make any assignment for the benefit of or enter into any arrangement, voluntary or otherwise, with his/their creditors either by composition or otherwise; make or have an application made for an Interim Order in connection with the proposal to creditors for a Voluntary Arrangement; be in receipt of an unsatisfied Statutory Demand or have a Petition presented for bankruptcy or is made bankrupt.

8. Shortages.

Shortages must be brought to the attention of the driver of the delivery vehicle on delivery or to the Company on collection and unless clearly marked on the signed copy of the delivery note at the time of the delivery or collection, no responsibility will be accepted by the Company.

9. Returns and Cancellations.

9.1 If the Customer incorrectly orders any Goods the Company may, in its sole discretion, determine whether or not to accept their return. The acceptance by the Company of returned Goods shall be on such terms as it may determine and in particular the Company may charge for the carriage and handling of such Goods (b) An order for Goods that are to be specially made or obtained (“Specials”) may not be cancelled by the Customer once the order has been accepted by the Company nor will any allowance be made in respect of Specials if they are subsequently returned.

9.2  The Company does not undertake to take back into stock for credit or otherwise any unwanted or surplus goods but, if we agree to do so:

(a) the goods subject to the return must be returned to us within 14 days of purchase;

(b) we may agree to collect the goods, subject to a collection charge;

(c) you must provide us with proof of purchase; and

(d) we reserve the right to charge, a 25% restock and handling charge in respect of returned goods.

9.3 We cannot accept returns of goods obtained or made, or to be obtained or made, specially to the Customer’s requirements. The following goods are non-refundable:

• Products deemed as specials;
• Non-stocked products;
• Fibre cement slates ;
• Cut to size items perishable and other associated products that may deteriorate with short shelf life;
• Powders (plasterboard / cement etc )

Any products that are agreed to be returned must be in their original packaging.

9.4  Any products that have been installed or attempted to be installed cannot be returned or refunded.

9.5 If you are a consumer, for goods bought online you have a legal right under the Consumer Contracts Regulations 2013 to change your mind within 14 days after the day of delivery and receive a refund unless such goods have become mixed inseparably with other items after their delivery.

9.6 Except as stated in the contract, you will have no right to cancel the contract and the Company may perform and complete the contract despite a purported cancellation.  The Company may, by written consent, accept at cancellation request provided that the Customer indemnifies the Company in respect of all costs, charges, expenses, damages and/or losses suffered by the Company in this respect.

9.7 If you end the contract for any reason after goods have been dispatched to you or you have received them, you must return them to us.  We will pay the costs of return if the goods are faulty or misdescribed in all other circumstances you must pay the costs of return. All returns must be sanctioned by the Company prior to goods being brought back. Our drivers have instructions not to accept the return of goods without written authority. Goods returned without our prior written approval may, at our absolute discretion, be returned to the Customer or stored at the Customer’s cost, without limiting any other remedy we may have.

10. Risk.

10.1 The risk in any goods delivered by or on behalf of the Company shall remain with the Company until delivery or collection.

10.2 The Customer shall keep the goods fully insured on Company’s behalf with a reputable insurance company to the reasonable satisfaction of Company for their full price against all risks of loss or damage from the time when the risk passes to Customer until title passes in accordance with section 6. On request, the Customer shall produce the policy of insurance to the Company.  If the goods are lost, damaged or destroyed, the Customer shall hold the proceeds of insurance for and to the order of the Company pending payment.

11. Defects apparent on inspection.

11.1 The Customer shall have no claim for defects apparent on visual inspection and the Customer shall pay for all goods delivered unless:

(a) the Customer inspects the goods within 3 working days of delivery or collection; and

(b) a written complaint is made to the Company within 14 days of delivery or collection specifying the defect(s); and

(c) the Company is given an opportunity to inspect the goods and investigate any complaint before any use is made of the goods.

12. Defects not apparent on inspection.

12.1 The Customer shall have no claim in respect of defects not apparent on visual inspection at the time of the delivery and the Customer shall pay for all goods delivered unless:

(a) a written complaint is sent to The Company as soon as reasonably practicable after the defect is discovered and in any event within 14 days of the date of delivery or collection of the goods or within the guarantee period specified by the manufacturer of such goods; and

(b) the Company is given an opportunity to inspect the goods and investigate any complaint before any use is made of the goods.

12.2 The Customer shall not be entitled to any claim in respect of any defect arising by reason of fair wear and tear or damage due to misuse. The Company shall not be liable for any loss or damage suffered by reason of the use of goods after the Customer becomes aware of a defect or after circumstances which should reasonably have indicated to the Customer the existence of such defect.

12.3 The Company may within 14 days of receiving such a written complaint (or 28 days where the goods are situated outside The United Kingdom) inspect the goods and the Customer, if so required by the Company, shall take all steps necessary to enable the Company so to do.

13. Damage to goods in transit.

No liability in respect of goods lost or damaged in transit will be accepted if:

(a) the goods are collected by the Customer and carriage is for the Customer’s account; or

(b) on cases where the Company’s prices include for our paying carriage to the required destination, a clear signature for the goods is given by the Customer or their agent; or

(c) a claim is not made on the Company and the carrier in writing within 3 days of delivery or such shorter time as may be required by the conditions of carriage; or

(d) the damage is caused by the condition of the approaches to or on the destination; or

(e) the damage or loss occurs after delivery.

(f) Our liability in respect of goods damaged in transit shall be limited to repairing or replacing such goods.

14. Warranty for the goods.

14.1 Goods are supplied by the Company subject to manufacturers guarantee or warranty for which the Company does not accept any liability

14.2 Except as expressly stated in these conditions, we do not give any representation, warranties or undertakings in relation to the goods. Any representation, condition or warranty which might be implied or incorporated into this contract by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the goods are suitable for your purposes.

14.3 Any warranty given does not apply if:

(a) you make any further use of such goods after giving a notice of a defect;

(b) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the goods or (if there are none) good trade practice;

(c) the defect arises as a result of us following any drawing, design or specification supplied by the Customer;

(d) you alter or repair the goods without our written consent; or

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.

14.4 If you are a consumer:

(a) You have certain legal rights in relation to goods that are faulty or not as described.  Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.

(b) If we fail to comply with the contract, we are responsible for loss or damage you suffer that is a foreseeable result of our breach or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into the contract.

(c) We only supply the goods for domestic and private use. You agree not to use the goods for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

(d) We do not in any way exclude or limit our liability for:

(i) death or personal injury caused by our negligence;

(ii) fraud or fraudulent misrepresentation;

(iii) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);

(iv) any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and

(v) defective products under the Consumer Protection Act 1987.

14.5 If you are a business customer:

(a) We only supply the goods for internal use by your business, and you agree not to use the goods for any resale purposes.

(b) We do not in any way exclude or limit our liability for:

(i) death or personal injury caused by our negligence;

(ii) fraud or fraudulent misrepresentation;

(iii) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

(iv) defective products under the Consumer Protection Act 1987.

(c) Subject to the above, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the contract for:

(i) any loss of profits, sales, business or revenue;

(ii) loss of business opportunity;

(iii) loss of anticipated savings;

(iv) loss of goodwill; or

(v) any indirect or consequential loss.

(d) Our total liability to you in respect of all 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 amount paid by you to us under the contract.

15. Force Majeure.

The Company shall be under no liability for any delay of delivery or failure of goods to perform in the event of circumstances beyond The Company’s reasonable control. To include, but not limited to, act of God, Government action (‘lock down’) , national emergency, legislation, war, fire, explosion, flood, epidemic, failure of energy sources or transport network, drought, failure of power supply, lock-out, strike terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

or other action taken by employees in contemplation or furtherance of a trade dispute, difficulty or increased expense in obtaining labour, materials or transport or other circumstances affecting the supply of goods or of raw materials by our normal course of supply or the manufacture of goods by our normal means or the delivery of goods by our normal route or means of delivery.  If there is a risk of substantial delay, we may contact you to end the contract and will provide a refund for any payments made.

16. Other important terms

16.1 In accordance with instructions from gas suppliers the Company is required to charge a deposit for any gas bottles that are not the subject of an exchange. Such deposit will vary from time to time at the behest of the Company and will be refunded when a suitable (like for like in size) bottle is returned. Please note that the responsibility to refund a deposit will cease after one year (365 days) from the date the deposit was made.

16.2 You shall be solely responsible for disposal of any waste arising from the goods and shall comply with all applicable laws, regulations, byelaws, codes of practices and licences arising from such disposal. You shall indemnify and keep indemnified the Company against all losses, liabilities, costs, expenses, demands, judgments, claims and fines made in respect of breach by Customer of this paragraph.

16.3 Please make sure that you have read and understood our Privacy Policy which explains how we safeguard any data which you provide to us in order for us to fulfil your online order.

16.4 We may transfer our rights and obligations under these terms to another organisation. You need our consent to transfer any rights under this contract to someone else. No other person shall have any rights to enforce any of its terms.

16.5 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.

16.6 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.

16.7 The interpretation and application of the contract shall be in accordance with English Law and both parties hereby agree to submit to the non-exclusive jurisdiction of the English Courts. 

17. Performance

The Customer shall ensure that: (i) the Goods are sufficiently suitable and fit for the purpose intended and comply with all applicable requirements whether statutory, regulatory, municipal or otherwise; (ii) its premises are safe and suitable for the delivery, installation, use and operation of the Goods and comply both before and after such delivery, installation and during such operation with all relevant legislation (including without limitation safety legislation); (iii) any item of equipment provided by it which relates to the installation or operation of the Goods or is ancillary to or is for use in connection with the Goods shall not adversely affect their suitability or fitness for purpose.

18. Liability

18.1 (a) Nothing in these terms shall be deemed to exclude or restrict the Company’s liability for: (i) death or personal injury resulting from its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any breach on its part of the terms implied by Section 12 of the Sale of Goods Act 1979 (as amended) or defective products under the Consumer Protection Act 1987 or any matter in respect ofwhich it would be unlawful for the Company to exclude or restrict liability(b) Subject to Condition 10(a), the Company’s total aggregate liability under or in connection with the Contract (howsoever such liability arises, whether in contract or tort or otherwise, including fornegligence) shall be limited to the value of the Goods supplied under the Contract. (c) Subject to Condition 10(a), the Company shallnot be liable (howsoever such liability arises, whether in contract or tort or otherwise, including for negligence) for any indirect orconsequential loss or for damage to or for loss of profit, business, savings, production or goodwill which arises out of or in connectionwith the Contract. (d) The Customer shall indemnify the Company from and against all loss, damage, or liability suffered or incurred by the Company or any third person for or arising out of the negligence, breach of statutory duty, breach of contract or other duty of theCustomer or its officers, employees, agents or contractors, in each case in the course of performance of or otherwise in any wayarising out of or in connection with the Contract. (f) These Conditions set out the Company’s entire liability in respect of the Goodsand rights granted under them are in lieu and to the exclusion of all other warranties, conditions and other terms express or implied by statute, common law or a course of business except for any which cannot legally be excluded. (g)This Contract constitutes the entireagreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties,representations and understandings between them, whether written or oral, relating to its subject matter.

18.2 the Company shall under no circumstances whatever 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 

18.3 the Company’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 90% of the Supplier’s insurance cover.

19. Misrepresentation

• The Company shall not be liable in respect of any misrepresentation made by the Company its servants or agents to the Customer its servants or agents as to the condition of the Goods, their fitness for any purpose or as to quantity or measurements unless the representation is made or confirmed in writing by the Company and/or is fraudulent. (b) Without prejudice to Condition 10(a), whilst the Company takes every precaution in the preparation of its catalogues technical circular price lists and other literature, these documents are for the Customer’s general guidance only and statements made in them (in the absence of fraud on the part of the Company) shall not constitute representations by the Company and the Company shall not be bound by them.

20. Ownership

(a) The risk in the Goods shall pass to the Customer on completion of delivery (b) Unless the Company agrees otherwise in writing, title to the goods shall not pass to the Customer until the earlier of (i) The Company receives payment in full (in cash or cleared funds) for the Goods and all other sums which are due to the Company from the Customer, in which case title to the Goods shallpass at the time of payment of all such sums and (ii) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in Condition 12(c). (b) Until title to the Goods has passed to the Customer, the Customer shall (i)store the Goods (at no cost to the Company) separately from all other goods held by the Customer or any third party so that they remain readily identifiable as the Company’s property (ii) not remove, deface or obscure any identifying mark, serial number or packaging on or relating to the Goods (iii) maintain the Goods in satisfactory condition and keep them insured against all risks for their full Price from the date of delivery, providing the Company with a copy of the insurance policy upon request (iv) notify the Company immediately if it becomes subject to any of the events listed in Condition 16(b) or it seeks to encumber or in any way charges any of the Goods; and (v) give the Company such information relating to the Goods as the Company may require from time to time. (c) Subject to Condition 12(d) the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) beforethe Company receives payment for the Goods. However, if the Customer resells the Goods before that time: (i) it does so asprincipal and not as the Company’s agent; and (ii) title to the Goods shall pass from the Company to the Customer immediatelybefore the time at which resale by the Customer occurs. (d) If, before title to the Goods passes to the Customer, the Customerbecomes subject to any of the events listed in Condition 16(b), then, without limiting any other right or remedy the Company may have (i) the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and (ii) theCompany may at any time require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and, if the Customer fails to do so promptly, enter any premises of the Customer or of any thirdparty where the Goods are stored in order to recover them.

21. Sizes and Weights etc.

(a) All sizes stated by the Company or a manufacturer are subject to dimensional tolerances in accordance with the appropriate BSS. (b) The Company may deliver to the Customer an excess and/or deficiency of up to 10% of the weight or volume it agrees to deliver without any liability to the Customer and in such circumstances the Price payable by the Customer may be adjusted accordingly.

22. Pallets and Packaging

(a) The Company may charge for any packaging provided on a time and materials basis. Charges levied by the Company for crates,cases, pallets or aggregate bags will be credited if reusable items in good condition are returned to the Company carriage paid within 28 days of delivery. Polythene sacks are non-returnable. (b) The Customer is solely responsible for the disposal of any waste arising from the Goods once delivered and will comply with all applicable laws, regulations and waste management licences relating to such waste.

23. Default and Termination

23.1 The Company may, without prejudice to or limiting its other rights and remedies, stop any Goods in transit and/or suspend further deliveries and/or by notice in writing to the Customer terminate the Contract with immediate effect, if (i) theCustomer becomes insolvent (ii) if the Customer fails to pay any amount due under the Contract on the due date forpayment or (iii) the Customer commits any other a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;. (b) For the purposes of Condition 16(a) “insolvent” means the Customer becoming unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, the levying of the threat of execution or distress on any property of the Customer, the appointment of areceiver or administrative receiver over all or any part of the Customer’s property or assets, a proposal for a voluntaryarrangement or compromise between the Customer or its creditors whether pursuant to the Insolvency Act 1986 or otherwise, being wound up by order of the court, the passing of a resolution of voluntary winding-up or summoning a meeting to pass such a resolution other than for the purposes of a bona fide, solvent amalgamation or reconstruction, thepresentation of a petition for the winding-up of the Customer or an administration order in relation to the Customer, theCustomer taking any step or action in connection with its entering administration, provisional liquidation or any compositionor arrangement with its creditors (other than in relation to a solvent restructuring), the Customer ceasing or threatening tocease to carry on all or a substantial part of its business or the Customer’s financial position deteriorates to such an extentthat in the Company’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.. (c) If the Company is entitled to terminate the Contract under Condition 16(a) the Company may, withoutprejudice to its other rights: (i) in the case of any sale involving more than one delivery forthwith suspend any furtherdeliveries; (ii) demand immediate payment of all sums then payable by the Customer regardless of whether the Customer is in default of the contract under which such sums are payable, including such sums not yet due.

23.2     If the Customer becomes subject to any of the events listed in clause 8.3, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer.

23.3      For the purposes of clause 8.1, the relevant events are:

23.3.1   the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;

23.3.2   the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

23.3.3   (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

23.3.4   (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;  

23.3.5   (being a company) the holder of a qualifying floating charge over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver;

23.3.6   a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;

23.3.7   (being an individual) the Customer is the subject of a bankruptcy petition or order;

23.3.8   a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

23.3.9   any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2.1 to clause 8.2.6 (inclusive);

23.3.10 the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;

23.3.11 the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and

23.3.12 (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

23.4     Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 8.2.1 to clause 8.2.12, or the Supplier 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 on the due date for payment.

23.5     On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.

23.6     Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.

23.7     Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

All amounts due to the Supplier under this agreement shall become due immediately if this agreement is terminated or novated despite any other provision.

24. Patent and Trade Marks

• No representation is made or warranty given that any Goods supplied do not infringe any letters patent, trademarks, registered designs, or similar industrial or intellectual property rights. (b) The Customer will unconditionally fully and effectively indemnify the Company against all losses, damages, costs or expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company as a consequence of the Company supplying Goods to specifications or designs provided by or on behalf of the Customer, including in settlement of any claim for infringement of any patents, copyright, design, trademark or any other industrial or intellectual property rights of any other person.

25. Notices

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, fax or e-mail.

26. Disputes and Set-Off

Any liability of the Company under the Contract shall be subject to and conditional upon the due performance and observance by the Customer of all its obligations under these Conditions and the Customer may not withhold or delay payment or exercise any rights of set-off whatsoever and howsoever arising which might otherwise be available to it.

27. Waiver

No failure or delay on the part of the Company to exercise any of its rights under the Contract shall waive of those rights, nor shall any single or partial exercise of such rights preclude their further exercise. Any waiver by the Company of any breach by the Customer of any of its obligations under the Contract shall not affect the rights of the Company if there is any further or additional breach.

28. Health & Safety

Certain Goods could, if incorrectly used, give rise to risks to health and safety. Information in respect of such Goods is available from the Company. The Customer undertakes that it shall ensure compliance so far as is reasonably practicable by its employees, agents, licensees and customers with any instructions given by the Company or the manufacturer for the purpose of ensuring that the Goods are safe and without risk to health when properly used and will take any other steps or precautions, having regard to the nature of the Goods, as are necessary to preserve the health and safety of persons handling, using or disposing of them.

29. Severability

Each and every obligation contained in these Conditions is a separate obligation and if any provision of these Conditions is found by any court, tribunal or administrative body of competent jurisdiction 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 Conditions and the remainder of such provision shall continue in full force and effect. If any illegal, invalid, void, voidable, unenforceable or unreasonable provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

30. Headings

The headings in these Conditions are for convenience only and shall not affect their interpretation.

31. Governing Law

(a) 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. 

32. Credit Search

The Company will make a search with a Credit Reference Agency, who will keep a record of that search and will share the information with the Company and other businesses. In some instances the Company may also make a search on the personal credit file of principal directors. The Company may also pass or share Customer information with carefully selected third parties for the purposes of account opening, credit vetting and account management. Should it become necessary to review an account, then again a credit reference may be sought and a record kept. The Company will monitor and record information relating to Customer trade performance and such records will be available to Credit References Agencies who will share that information with other businesses when assessing applications for credit and fraud prevention. For the purposes of credit referencing the Company may also share information with other businesses.

33. Assignment

The Customer may not assign, transfer, charge, sub-contract the Contract without the prior written consent of the Company. The Company may assign or sub-contract the Contract or any part of it to any person, firm or company.

34. No Rights to Third Parties

No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms. 

35. Data Protection

The Company will only use the personal information provided to it by the Customer as set out in the Company’s Privacy Policy. The Company’s Privacy policy can be found on its websites.

36. Guarantee of Sums Due

(a) Where any person or persons (“the Guarantor”) agree to guarantee the performance of the Customer’s financial obligations under the Contract that guarantee (“the Guarantee”) shall be an unconditional and irrevocable guarantee, it is made in consideration of the Company making available to the Customer a credit account, it is a continuing security and shall not be discharged by any intermediate settlement of the Customer’s credit account nor shall it be affected by any change in the Customer’s credit limit. (b) The Guarantee shall ensure for the benefit of the Company, its successors and assigns and can be assigned in whole or in part by the Company without notice to the Guarantor, its parent or ultimate parent company or any subsidiary of the ultimate parent company. (c) Where there are two or more Guarantors their obligations shall take effect as joint and several obligations and the Guarantee shall not be revoked or impaired as to a Guarantor by the death, incapacity or insolvency of another. (d) Regardless of whether a Guarantor ceases to be a director, employee, agent, or otherwise leaves the service of the Customer (notice of any of which the customer shall immediately give to the Company), no Guarantor shall be discharged or released from his obligations pursuant to the Guarantee unless and until the Company expressly confirms in writing that he is so discharged or released. (e) The Company may, at its sole discretion, conditionally or fully release or discharge any Guarantor from his obligations under the Guarantee or accept any composition from or make any other arrangements with any Guarantor without releasing or discharging the other(s) or without prejudicing or affecting the Company’s rights and remedies against them.

37. Complaints

If the Customer has a complaint or problem with any Goods and Services charged to your account, the Customer must still pay all transactions on your account. If you have any complaint about your account please go to our Website for details to contact us. We take all complaints seriously. If you wish to register a complaint, then please contact us as set out below in the Contact Details section.

38. Contact Details

You can contact us in the following ways.

By post: Unit 73, Waterside Trading Centre, Trumpers Way, Hanwell, W7 2QA

By phone: 0208 571 6128

By email: info@skylineroofing.co.uk