Terms and Conditions

These Terms and Conditions constitute 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

1. Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. Conditions: these terms and conditions as amended from time to time Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions. Customer: the person or firm who purchases the Goods and/or Services from the Supplier. Goods: the goods (or any part of them) set out in the Order. Order: the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form, or the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be. Services: the services, supplied by the Supplier to the Customer Supplier: Buildings UK registered in England and Wales with company number 15103171

2. Basis of Contract:

2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence in accordance with the Supplier’s quotation (Commencement Date).

2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures or on the Supplier’s website are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.5 Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 30 Business Days from its date of issue.

3. Goods:

3.1 The Goods are described on www.buildings-uk.com

3.2 To the extent that the Goods are to be manufactured in accordance with a Goods specification supplied by the Customer, the Customer shall indemnify the Supplier 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 costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred by the Supplier arising out of or in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of such goods specification. This clause 3.2 shall survive termination of the Contract.

3.3 The Supplier reserves the right to amend any Goods specification supplied by the Customer if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

4. Delivery of Goods:

4.1 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.

4.2 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

4.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.4 The Supplier 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 Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods or in the event of non- delivery due to non-site access given to the Supplier.

4.5 The Supplier 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.

4.6 Any delays to delivery of the Goods and or Services due to restrictions of site access and/or non-payment to the Supplier shall result in the Customer incurring charges relating to the Supplier’s staff costs and machinery hire costs.

4.7 All deliveries shall be made by the Supplier using Artic vehicles. The Customer shall incur extra charges for any deliveries requiring any other type of vehicle.

5. Quality of Goods:

5.1 The Supplier warrants that on delivery, and for a period of 3 months from the date of delivery (warranty period),] the Goods shall:

(a)conform in all material respects with [their description;

(b)be free from material defects in design, material and workmanship

(c)be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

(d)be fit for any purpose held out by the Supplier

5.2 Subject to clause 5.3, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:

(a)the Customer gives notice in writing during the warranty period that some or all of the Goods do not comply with the warranty set out in clause 5.1

(b)the Supplier is given a reasonable opportunity of examining such Goods; and (c)the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost.
5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:

(a)the Customer makes any further use of such Goods after giving a notice in accordance with Clause 5.2;

(b)the defect arises because the Customer failed to follow the Supplier’s 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 the Supplier following any drawing, design or Goods specification supplied by the Customer;

(d)the Customer alters or repairs such Goods without the written consent of the Supplier;

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

(f)the Goods differ from their description OR the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

5.4 Except as provided in this Clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.

5.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6. Title and Risk:

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods and materials shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and materials and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods and any materials shall pass at the time of payment of all such sums.

6.3 Until title to the Goods has passed to the Customer, the Customer shall maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery.

7. Supply of Services:

7.1 The Supplier shall supply the Services to the Customer in accordance with the quotation in all material respects.

7.2 The Supplier shall use reasonable endeavours to meet any performance dates for the Services but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.3 The Supplier reserves the right to amend the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

7.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

7.5 Our quotation is limited to the use of machinery to include telehandlers and scissor lifts. If you require the use of additional machinery you must ask for our full list of machinery; such use of additional machinery must be agreed between the parties prior to the date of commencement of the contract.

(i) In the event that any specialist machinery is required that we do not ordinarily carry, you shall be liable for the additional costs of its hire.

(ii) In the event that the site upon which the Building is to be erected is subject to its own safety guidelines which are outside of UK safety guidelines, you shall be liable for any additional costs incurred as a result of restrictions imposed upon us.

(iii) In the event that either (ii) or (iii) above results in a delay in the erection of the Building and you have failed to disclose the issue prior to commencement, we reserve the right to claim compensation for the delay.

8. Customer Obligations:

8.1 The Customer shall:

(a) ensure that the terms of the Order and any information it provides to the Supplier are complete and accurate;

(b) co-operate with the Supplier in all matters relating to the Services;

(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s site, premises, office and other facilities as reasonably required by the Supplier to provide the Services;

(d) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

(e) comply with all applicable laws, including health and safety laws;

(f) keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation

8.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this Clause 8.2 and

(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

8.3 The Customer must notify the Supplier within at least five (5) Business Days of any shortages on supply only buildings. In the event, the Customer fails to notify the Supplier within this time period, the Supplier reserves the right not to accept any shortages

9. Charges and Payment:

9.1 The price for the Goods and charges for the Services shall be the price set out in the quotation. Any monies paid by the Customer to the Supplier as a deposit for the supply of Goods and/or Services shall be non-refundable.

9.2 The Supplier reserves the right to:

(a) increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:

(i) any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(ii) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods specification; or

(iii) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.

9.3 The Customer shall pay each invoice submitted by the Supplier:

(a ) upon presentation of the invoice and

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

9.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.

9.5 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under Clause 13 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 9.5 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

9.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law.)

10. Intellectual Property Rights:

10.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

11. Confidentiality:

11.1 Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 11.2

11.2 Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 12; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

12. Limitation of Liability:

12.1 The restrictions on liability in this Clause 12 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.1 Nothing in the Contract limits any liability which cannot legally be limited, including [but not limited to] liability for:

(a) death or personal injury caused by negligence; and

(b) fraud or fraudulent misrepresentation.

12.2 Subject to Clause 12.3 the Supplier’s total liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed the amount paid by the Customer to the Supplier under the Contract.

12.3 In no event shall the Supplier be liable for (i)loss of profits (whether direct or indirect);

(ii)loss of sales or business (whether director indirect); (iii) loss of agreements or contracts (whether direct or indirect); (iv) loss of anticipated savings (whether direct or indirect); (v) loss of use or corruption of software, data or information (whether direct or indirect);(vi) loss of or damage to goodwill (whether direct or indirect); and(vii) indirect or consequential loss.

12.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

12.5 This clause 12 shall survive termination of the Contract.

13. Termination:

13.1 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract by giving the Customer not less than 30 days’ written notice.

13.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a)the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

13.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a)the Customer fails to pay any amount due under the Contract on the due date for payment

13.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events in this Clause 13 or the Supplier reasonably believes that the Customer is about to become subject to any of them.

14 Consequences of Termination:

14.1 On termination of the Contract:

(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b)the Customer shall return all of the Supplier materials and any Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

14.2 Termination, or expiry, of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination [or expiry], including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

14.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination, or expiry, shall continue in full force and effect.

15 Subcontractors and Commission

15.1 The Customer acknowledges and agrees that during the course of the Contract, the Supplier may introduce its subcontractors to the Customer. In the event the Customer directly contracts with such subcontractor to perform the same or similar services as the Supplier, within a period of two (2) years from the date at which the Contract was entered in to between the Supplier and the Customer, the Customer agrees to pay the Supplier 20% of the total net value of the order and/or contract placed with such subcontractor. Such payment shall be made by the Customer to the Supplier within fourteen (14) days of the Customer entering in to a contract or placing an order with a Subcontractor.

16 Force Majeure:

16.1 Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event)

17. General:

17.1 Assignment and other dealings:

(a)The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b)The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

17.2 Notices:

Any notice, or other communication, given to a party under or in connection with the Contract shall be in writing.

17.3 Severance:

If any provision or part-provision of the Contract 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 17.3 shall not affect the validity and enforceability of the rest of the Contract.

17.4 Waiver:

A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

17.5 No partnership or agency:

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

17.6 Applicable Laws

Each party shall comply with all applicable laws, including data protection laws.

17.7 Entire agreement:

(a) The 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.

(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

17.8 Third parties rights:

Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

17.9 Governing law and Jurisdiction:

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.