Terms and Conditions of SALE
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.
2.1 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.
2.2 Your acceptance of a quotation must be accompanied by sufficient information to enable us to proceed with the preparation of the order.
2.3 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.
3.1 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.
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.
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 nett 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 rate of 2% a year above the base lending rate of Barclays Bank Plc from time to time. 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.
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.
5.1 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.
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.
6.1 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.
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 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% handling charge in respect of returned goods.
9.2 We cannot accept returns of goods obtained or made, or to be obtained or made, specially to the Customer’s requirements.
9.3 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.
9.4 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.
9.5 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.
10.1 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, legislation, war, fire, drought, failure of power supply, lock-out, strike 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.
16.4 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.