Terms & Conditions

  1. application
    1. These terms and conditions shall be deemed to be incorporated into any contract, agreement or Order Form between the Company and the Purchaser and shall be in substitution for any other terms and conditions introduced before or after the date of the Order Form (unless expressly identified and agreed to in writing by the Company). Furthermore, any action undertaken by the Purchaser in pursuit of their obligations under the Contract will be deemed an explicit agreement to the terms of the Contract and cannot be rescinded, altered or amended in any way without mutual agreement by the Parties.
  2. definitions and interpretation
    1. In these terms and conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day” a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;

“Company” means Plumbing Trade Centre of Unit 3, Grovelands Business Park, NN6 8DT.

“Contract” means the Order Form, these terms and conditions and the documents embodied into or referred to in the Order Form;

“Contract Price” means the price for the Goods as set out in the Order Form;

“Force Majeure Event” means events, circumstances or causes beyond a party’s reasonable control;

“Goods” means the goods (or any part of them) as set out in the Order Form;

“Insolvent” has the meaning given in section 113(2) of the Housing Grants, Construction and Regeneration Act 1996 (as amended);

“Order Form” means the completed acknowledgment of order to which these terms and conditions are attached;

“Parties” means the parties to the Contract, namely the Purchaser and the Company;

“Purchaser” means the purchaser of the Goods as set out in the Order Form.;

“Specification” means the description of the Goods as set out in the Order Form.

    1. Unless the context otherwise requires, each reference in these Terms and Conditions to:
      1. “writing”, and any cognate expression, includes a reference to any communication effected by electronic transmission or similar means;
      2. a Statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time; and
      3. a clause or paragraph is a reference to a clause of these terms and conditions.
    2. The headings used in these terms and conditions are for convenience only and shall have no effect upon the interpretation of these terms and conditions.
    3. Words imparting the singular number shall include the plural and vice versa.
  1. goods
    1. The Company shall supply the Goods in accordance with the Specification.
    2. The Company reserves the right to amend the Specification of the Goods if required by any applicable statutory or regulatory requirements, or at any time without notice to the Purchaser.
  2. delivery
    1. The Company shall ensure that:
      1. each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Company and Purchaser reference numbers, the type and quantity of the Goods and, if the Goods are being delivered by instalments, the outstanding balance of the Goods remaining to be delivered; and
      2. if the Company requires the Purchaser to return any packaging materials to the Company, that fact is clearly stated on the delivery note. The Purchaser shall make any such packing materials available for collection at such times as the Company shall reasonably request. Returns of packaging materials shall be at the Purchaser’s expense.
    2. The Company shall deliver the Goods to the location set out in the Order Form or such location as the Parties may agree (the “Delivery Location”) at any time after the Company notifies the Purchaser that the Goods are ready.
    3. Delivery is completed on the completion of the unloading of the Goods at the Delivery Location.
    4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Purchaser’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    5. If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Purchaser 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 such failure is caused by a Force Majeure Event or the Purchaser’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    6. If three Business Days after the day on which the Company has notified the Purchaser that the Goods were ready for delivery the Purchaser has not accepted delivery of them, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Purchaser for any shortfall below the price of the Goods.
    7. The Company may deliver the Goods by instalments. Any delay in the delivery or defect in an instalment shall not entitle the Purchaser to cancel any other instalment.
  3. title and risk
    1. The risk in the Goods shall pass to the Purchaser on completion of unloading the Goods at the Delivery Location.
    2. The Purchaser may reject the Goods if the Goods do not comply with the Specification, provided that a notice of rejection is received by the Company within one Business Days of completion of the unloading of the Goods at the Delivery Location.  The Company will not be liable to the Purchaser for any losses incurred in the rejection of such Goods.
    3. Title to Goods shall only pass to the Purchaser once the Company receives payment in full (in cash or cleared funds) for them.
    4. Until title to the Goods has passed to the Purchaser, the Purchaser shall:
      1. store the Goods separately from all other goods held by the Purchaser so that they remain readily identifiable as the Company’s property;
      2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      3. maintain the Goods in a satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
      4. notify the Company immediately if it becomes subject to any of the events listed in Clause 5.3.2; and
      5. give the Company such information relating to the Goods as the Company may require from time to time.
    5. The Company may recover Goods in which title has not passed to the Purchaser.  The Purchaser irrevocably licenses the Company, its officers, employees and agents, to enter any premises of the Purchaser (including with vehicles) in order to satisfy itself that the Purchaser is complying with the obligations in clause 5.3, and to recover any Goods in which property has not passed to the Purchaser.
    6. If before title to the Goods passes to the Purchaser and the Purchaser becomes subject to any of the events listed in Clause 8.1, then, without limiting any other right or remedy the Company may have, the Company may at any time:
      1. require the Purchaser to deliver up all Goods in its possession that have not been incorporated into another product; and
      2. if the Purchaser fails to do so promptly, enter any premises of the Purchaser or of any third party where the Goods are stored in order to recover them.
  4. RETURNS
      1. If the Purchaser has notified the Company that the Goods are rejected under clause 5.2 then the Purchaser may return the Goods at its own expense.
  5. contract price
    1. The Purchaser agrees to the pay the Contract Price in consideration of the Company supplying the Goods in the manner specified in the Contract.
    2. The Company is entitled to increase the Contract Price at any time to reflect any increase in costs because of any event beyond its control, or any changes in delivery dates, quantities or the Specification requested by the Purchaser, or any delay caused by the Purchaser’s failure to provide adequate information, details of its requirements or other instructions.
    3. The Company may recover from the Purchaser additional fees, if the Purchaser requires additional testing of any of the materials supplied by the Company as part of the supply of the Goods which is above and beyond the standard testing which the Company performs. Such additional fees shall be payable at the Company’s current rate then in force.
    4. All sums payable by either party pursuant to these terms and conditions are exclusive of any value added or other tax (except corporation tax) or other taxes on profit, for which that Party shall be additionally liable.
  6. payment
    1. The Purchaser shall pay for the Goods in accordance with this clause 7.
    2. The Contract Price excludes:
      1. the costs of packaging, insurance and transport of the Goods, which shall be invoiced to the Purchaser in addition to the Contract Price; and
      2. amounts in respect of value added tax (VAT), which the Purchaser shall additionally be liable to pay to the Company at the prevailing rate (if applicable), subject to the receipt of a valid VAT invoice.
    3. The Company may invoice the Purchaser for the price of Goods plus VAT at the prevailing rate (if applicable) on or at any time after it confirms the relevant Order to the Purchaser. The Company shall ensure that the invoice includes the date of the Order, the invoice number and the Company’s VAT registration number.
    4. The Purchaser shall pay invoices in full in cleared funds within 14 Business Days of the invoice date. Payment shall be made to the bank account nominated in writing by the Company.
    5. If the Purchaser fails to make any payment due to the Company under the Contract by the due date for payment, then, without limiting the Company’s remedies under clause 8:
      1. the Purchaser shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Purchaser shall pay the interest together with the overdue amount.
      2. the Company may suspend all further deliveries of Goods until payment has been made in full.
    6. The Purchaser shall pay all amounts due under the Contract in full without set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Company may at any time, without limiting any of its other rights or remedies, set off any amount owing to it against any amount payable by the Company to the Purchaser.
  7. termination
    1. The Company may terminate the agreement immediately if:
      1. The Purchaser is in breach of any of his obligations hereunder;
      2. The Purchaser has become Insolvent;
      3. The Purchaser commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or make a proposal for or enters into any compromise arrangement with its creditors;
      4. (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 Purchaser, other than for the sole purpose of a scheme for a solvent amalgamation of the Purchaser with one or more other companies or the solvent reconstruction of the Purchaser;
      5. (being an individual) the Purchaser is the subject of a bankruptcy petition or order;
      6. a creditor or encumbrancer of the Purchaser 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;
      7. (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 Purchaser;
      8. (being a company) a floating charge holder over the Purchaser’s assets has become entitled to appoint or has appointed an administrative receiver;
      9. a person becomes entitled to appoint a receiver over the Purchaser’s assets or a receiver is appointed over the Purchaser’s assets; or
      10. any circumstances whatsoever beyond the reasonable control of the Company that arise and require for any reason the termination of the Contract.
    2. Without affecting any other right or remedy available to it, the Company may terminate the Contract without reason on giving not less than two days’ written notice to the Purchaser.
    3. In the event of termination under clauses 8.1 or 8.2, the Purchaser shall pay to the company all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law) and shall pay to the Company its direct loss and expense and loss of profit.
  8. limitation of liability
    1. Nothing in this Contract shall limit or exclude the Company’s liability for:
      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
      2. fraud or fraudulent misrepresentation; or
      3. breach of the terms implied by section 12 of the Sale of Goods Act 1979.
    2. Subject to clause 9.1:
      1. the Company shall not be liable to the Purchaser, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill or any indirect or consequential loss arising under or in connection with the Contract; and
      2. the Company’s total liability to the Purchaser for all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the greater of £10,000 or the Contract Price.
    3. The Company shall not be liable to the Purchaser or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations if the delay or failure was due to any cause beyond the Company’s reasonable control. 
    4. The Purchaser may not commence any legal action against the Company after 6 years from the date of delivery of the Goods.
  9. ENTIRE AGREEMENT
    1. This Contract constitutes the entire agreement 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.
    2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
  10. VARIATION
    1. No variation of this Contract shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
  1. WAIVER
    1. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
  2. assignment
    1. The Company may assign, transfer, charge or sub-contract any or all of its rights and obligations under the Contract without the consent of the Purchaser.
    2. The Purchaser shall not assign, transfer, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the prior written consent of the Company.
  3. severance
    1. If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these terms and conditions.
  4. copyright
    1. The Company reserves all copyright and any other rights (if any) which may subsist in the products of, or in connection with, the provision of the Contract Works. The Company reserves the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright.
  5. notices
    1. Any notice or other communication to be given or made under the Contract shall be in writing and shall be delivered by hand, post or email to the Company or the Purchaser at the address set out in the Order Form or at such other address or number as the relevant party may specify from time to time by notice in writing to the other.
    2. Notices shall be deemed to have been received:
      1. in case of delivery by hand, when delivered;
      2. in the case of pre-paid post, two days after the day of posting; and
      3. if sent by email before 4:30pm, the date which the email was sent.
  6. Governing law and jursidiction
    1. The governing law of the Contract shall be the laws of England and Wales.
    2. The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this letter or its subject matter or formation (including non-contractual disputes or claims).
  7. third party rights
    1. Nothing in the Contract confers or purports to confer on any third party any benefit or any right to enforce any term of the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.