Standard Conditions of Service
Commercial Customers (B2B)
These Standard Conditions of Service govern all contracts for the supply of goods and/or services by Flooring Matters SW Ltd to commercial customers. Any agreement between the Company and the Customer shall incorporate and be subject to these Conditions (together, the “Contract”). Any additional terms sought to be imposed by the Customer shall not be incorporated.
1. Interpretation
1.1 Definitions
| Term | Definition |
|---|---|
| Act | The Housing, Grants, Construction and Regeneration Act 1996 (as amended). |
| BoQ | A bill of quantities provided by the Customer, as referenced in clause 2.4. |
| Business Day | A day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. |
| Company | Flooring Matters SW Ltd, registered in England and Wales, company number 10096803. |
| Contract | The agreement between the Company and the Customer incorporating these Conditions and the Order Form. |
| Customer | The person or firm purchasing the Goods and/or Services as set out in the Order Form. |
| Delivery Location | The location specified in the Order for delivery of Goods. |
| Force Majeure Event | Has the meaning given in clause 9. |
| Goods | The goods (or any part of them) set out in the Order. |
| Order | The Customer’s accepted order for Goods and/or Services as acknowledged by the Company in writing. |
| Retail Prices Index | The Retail Prices Index or any official index replacing it. |
| Services and Works | The services supplied by the Company to the Customer as set out in the Contract. |
| Site | The location where the Services or Works are carried out. |
1.2 Interpretation Rules
A reference to a person includes a natural person, corporate or unincorporated body. A reference to a statute includes all amendments, re-enactments and subordinate legislation. Words following “including”, “for example” or similar are illustrative and do not limit the preceding terms. A reference to writing includes email and communication via the Company’s online software. The Contract is formed on the date of the Company’s acknowledgement of order form.
2. Basis of Contract
2.1 Order Acceptance
Any order made by a Customer following a tender or estimate must be accepted in writing by the Company. An order becomes binding on the Company’s issue of its acknowledgement of order form.
2.2 Samples and Descriptions
Any samples, drawings, descriptive matter or advertising issued by the Company are for illustrative purposes only and shall not form part of the Contract or have any contractual force.
2.3 Application of Conditions
These Conditions apply to the supply of both Goods and Services except where specified otherwise.
2.4 Bills of Quantity
Where an enquiry is made by way of a bill of quantity (BoQ), the BoQ must be accompanied by detailed finishing drawings provided by the Customer. Where such drawings cannot be provided, the Company reserves the right to charge for all additional items (including labour and materials) reasonably arising from the resulting uncertainty.
3. Prices
3.1 Contract Price
Prices shall be stated in the Contract along with details of all goods and services to be provided. All prices are exclusive of VAT unless stated otherwise.
3.2 Quote Validity
All tenders and estimates are valid for 30 days from the date of issue unless otherwise stated in writing. The Company reserves the right to revise pricing if acceptance is received after this period.
3.3 Price Adjustments for Legislative Change
Prices may be increased where the cost to the Company of labour or materials changes between the date of tender and completion of works due to the operation of any new laws or regulations not in force at the date of tender. Any such increase shall be charged as an adjustment to the Contract price.
3.4 Customer-Instructed Variations
Any variation to the Contract price arising from a change to the quality, quantity or extent of work instructed by the Customer must be agreed in writing and shall be charged to the Customer.
4. Conditions Related to Goods and Services
4.1 Site Conditions
The Customer must ensure adequate and acceptable conditions are provided for the Company to deliver services under the Contract, including (but not limited to) a damp-proof membrane on all ground-level or below-ground floors, unless otherwise agreed in writing.
4.2 Installation Standard
All floors will be laid square to the main walls and in one colour per material type unless otherwise specified in writing.
4.3 Smoothing Compound
Where a smoothing compound is recommended or required prior to installation, the cost is not included in the quotation and will be treated as an extra. The standard thickness for smoothing compound is a maximum of 3mm; anything above 3mm will be chargeable at an agreed rate prior to installation.
4.4 Subfloor Standards
The subfloor must be constructed in accordance with BS 8204-1, meeting requirements for hardness, strength, soundness, levels, surface regularity, dryness and other design parameters before floor covering installation commences. This is the responsibility of the Customer.
4.5 Abortive Visits
The costs of abortive visits to the Site, where the abort is caused by reasons beyond the Company’s control, shall be charged to the Customer at the Company’s then-current day rate.
4.6 Defective Workmanship or Materials
Any allegation of defective workmanship or material must be notified to the Company in writing within 14 days of the date the defect became apparent or ought reasonably to have been identified. Failure to give timely notice may affect the Customer’s ability to claim a remedy.
4.7 Ventilation and Heating
The Customer is responsible for ensuring the building is adequately ventilated and heated before, during and after laying, to prevent dampness affecting the works.
4.8 Responsibility for Delivered Goods
Unless safe lockable storage is provided by the Customer, responsibility for goods delivered to Site passes to the Customer at delivery. Title in such goods remains with the Company until full payment is received, and the Company may at any time recover goods from the Site where payment is outstanding. The Customer hereby grants the Company and its agents a licence to enter the Site for this purpose.
4.9 Protection of Works
Protection of completed works is entirely the Customer’s responsibility. The Company accepts no liability for damage to the works caused by others.
4.10 Customer Attendances
The following attendances are assumed to be available free of charge: overhead lighting to a minimum of 350 lux; 240V 32A power supply (minimum 2 outlets); water; a place to dispose of waste; screening of dust-sensitive areas; isolation of fire alarm sensors in the working area; secure dry storage adjacent to the work area; a minimum ambient temperature of 18°C during storage, laying and curing; use of normal welfare facilities; parking close to the working area; weatherproof working conditions.
4.11 Temporary Floor Protection
Where Correx temporary floor protection is supplied and installed, it becomes the Customer’s responsibility to remove it once installation is complete. The Customer should inspect the protection at least weekly, as prolonged contact without checks may cause moisture build-up from adhesive residues beneath the sheet. Flooring Matters SW Ltd accepts no liability for moisture damage caused by leaving protection in place for an extended period without inspection.
5. Delivery of Goods
5.1 Delivery Obligations
Each delivery of Goods will be accompanied by a delivery note showing the Order date, reference numbers, quantity and type of Goods, and any special storage instructions. The Company will deliver Goods to the Delivery Location once it has notified the Customer that the Goods are ready.
5.2 Delivery Dates
Any dates quoted for delivery are estimates only and time is not of the essence. The Company is not liable for delay caused by a Force Majeure Event or by the Customer’s failure to provide adequate delivery instructions.
5.3 Customer Failure to Accept Delivery
If the Customer fails to accept delivery within 3 Business Days of being notified that Goods are ready, delivery will be deemed complete at 9am on the third Business Day. The Company may store Goods and charge the Customer for all related storage and insurance costs. If the Customer has not accepted delivery within 10 Business Days of notification, the Company may resell or dispose of part or all of the Goods and, after deducting reasonable costs, charge the Customer for any shortfall below the Contract price.
5.4 Quantity Tolerance
If the Company delivers up to 5% more or less than the quantity ordered, the Customer may not reject the Goods on this basis alone.
5.5 Instalment Deliveries
The Company may deliver Goods by instalments, each of which shall be invoiced and paid for separately and shall constitute a separate contract.
6. Quality of Goods
6.1 Quality Warranty
The Company warrants that on delivery, Goods will conform with their description, be free from material defects, be of satisfactory quality within the meaning of the Sale of Goods Act 1979, and be fit for any purpose held out by the Company.
6.2 Remedies for Defective Goods
Subject to clause 6.3, the Company will at its option repair, replace or refund defective Goods where the Customer gives written notice within a reasonable time of discovery, the Company is given a reasonable opportunity to inspect the Goods, and the Customer returns the Goods if asked to do so.
6.3 Exclusions from Quality Warranty
The quality warranty does not apply where the defect arises from: continued use after notice of defect; failure to follow the Company’s storage or installation instructions; alteration or repair without written consent; or fair wear and tear, wilful damage, negligence or abnormal working conditions.
6.4 Defect Assessment Standard
Potential defects must be assessed from a normal standing or seated viewing position. Features only visible under unusual angles or deliberately positioned backlighting will not be considered defects. Assessment will be made by reference to the relevant British Standards and, where applicable, Contract Flooring Association (CFA) guidelines. The Company reserves the right to appoint an independent inspector to assess any such claim.
7. Supply of Services
7.1 Performance
The Company will supply Services in accordance with the Contract and will use reasonable endeavours to meet any performance dates, which are estimates only. Time is not of the essence for performance of Services.
7.2 Standard of Care
The Company warrants that Services will be provided using reasonable care and skill.
7.3 Customer Default
If the Company’s performance is prevented or delayed by any act, omission or failure of the Customer, its contractor or sub-contractors (“Customer Default”), the Company may suspend performance until the default is remedied. The Customer shall reimburse the Company for all costs and losses arising from any Customer Default.
8. Payment
8.1 Invoicing and Payment Due Date
The Company will submit invoices in accordance with any agreed programme or, where no programme is agreed, at intervals of not less than one month from commencement of works. Payment shall become due on the date the Customer receives each invoice. The final date for payment shall be 28 days from the date payment becomes due.
8.2 Pay Less Notices
Not less than 7 days before the final date for payment, the Customer may give the Company written notice of its intention to pay less than the invoiced sum (a “pay less notice”), specifying the sum it considers to be due and the basis on which this is calculated.
8.3 Late Payment Interest
Where payment is not received by the final payment date and no valid pay less notice has been served, simple interest will be added to the unpaid amount from the final payment date until the actual date of payment, calculated daily at 5% above the Bank of England Base Rate.
8.4 No Set-Off
No deductions or set-offs may be made from payments due to the Company without prior written agreement.
8.5 Right to Withdraw
In the event that payment is not received by the final payment date, the Company reserves the right to suspend works in accordance with clause 13, and/or to withdraw from the Contract without prejudice to its right to recover payment for goods supplied and work completed to date, and to recover any losses incurred.
8.6 Delays Caused by Customer
Where the Company is delayed in completing works by the actions of the Customer or any other contractor or sub-contractor, the Company is entitled to be reimbursed the direct loss and expense resulting from such delays.
9. Force Majeure
9.1 Force Majeure Events
Neither party shall be in breach of or liable under the Contract for any delay or failure to perform obligations resulting from events beyond its reasonable control, including industrial action, adverse weather, fire, flood, or any other Force Majeure Event.
10. Cancellations and Returns
10.1 Bespoke and Special-Order Goods
Orders for goods cut to length, made to order, special order or otherwise specified by the Customer cannot be cancelled once the Company has issued its acknowledgement of order form.
10.2 Standard Stock
Standard stock items may only be cancelled before delivery and may be subject to a restocking or cancellation charge as notified by the Company. No credit will be accepted for goods that have been installed unless proven to be defective.
11. Limitation of Liability
11.1 No Exclusion of Negligence Liability
Nothing in these Conditions limits or excludes the Company’s liability for death or personal injury caused by its negligence, or for fraud or fraudulent misrepresentation.
11.2 Cap on Liability
Subject to clause 11.1, the Company’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total value of the Goods and/or Services supplied under the relevant Contract.
11.3 Consequential Loss
The Company shall not be liable for any indirect or consequential loss, loss of profit, loss of business, loss of revenue, or business interruption arising out of or in connection with the Contract, however caused.
12. Data Protection
12.1 Processing of Personal Data
The Company will process personal data provided by the Customer in accordance with its Privacy Policy and applicable data protection legislation, including the UK GDPR. Personal data will be used solely for the purposes of fulfilling the Contract and will not be shared with third parties except as required by law or necessary for performance of the Contract.
13. The Act and Disputes
13.1 Application of the Act
Where matters are not dealt with in the Contract, the applicable terms of the Housing, Grants, Construction and Regeneration Act 1996 (as amended) apply. In particular, the terms of the Act relating to Payment, Suspension and Dispute Resolution are incorporated. A schedule of these terms is set out at the end of this document.
13.2 Negotiation and Mediation
Subject to either party’s right to adjudicate at any time, the parties shall use reasonable endeavours to resolve any dispute through negotiation or mediation.
13.3 Adjudication
Either party may refer a dispute to adjudication at any time under Part I of the Scheme for Construction Contracts (England and Wales) Regulations (as amended). The adjudicator shall be agreed between the parties or, failing agreement, nominated by the Association of Independent Construction Adjudicators.
14. General
14.1 Assignment
The Company may assign, subcontract or otherwise deal with its rights and obligations under the Contract. The Customer may not do so without the Company’s prior written consent.
14.2 Notices
Any notice must be in writing and delivered by hand, first-class post or email to the registered office or address specified in the Contract. Notices are deemed received: on signature of delivery receipt (by hand); at 9am on the second Business Day after posting; or at the time of email transmission if within business hours (9am to 5pm Monday to Friday).
14.3 Severance
If any provision of these Conditions is or becomes invalid, it shall be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the relevant provision shall be deleted without affecting the remaining provisions.
14.4 Waiver
A waiver of any right or remedy is only effective if given in writing. Failure to exercise a right does not constitute a waiver of that or any other right.
14.5 Entire Agreement
The Contract constitutes the entire agreement between the parties and supersedes all previous agreements relating to its subject matter. Neither party relies on any representation not set out in the Contract.
14.6 Variation
No variation to the Contract is effective unless agreed in writing and signed by both parties.
14.7 Third Party Rights
The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 unless expressly stated.
14.8 Governing Law
This Contract is governed by English law. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract.
By signing or accepting the Company’s acknowledgement of order form, or by proceeding with an order following receipt of a tender or estimate, the Customer confirms that they have read, understood and agree to be bound by these Standard Conditions of Service.
Schedule
Obligations Derived from the Housing, Grants, Construction and Regeneration Act 1996 (“The Act”)
These terms reflect the provisions of the Act and should be read alongside the Standard Conditions of Service above. Where any difference exists between these Schedule terms and the Standard Conditions, the Standard Conditions take precedence to the extent permitted by the Act.
Schedule 1 – Payment
S1.1 Invoicing
The Company will submit an invoice for each instalment of the Contract sum, together with any supporting documents reasonably necessary to check the invoice. The invoice will specify the sum the Company considers will become due on the payment due date and the basis on which that sum is calculated.
S1.2 Payment Due Date
Payment becomes due on the date the Customer receives each invoice.
S1.3 Customer’s Payment Notice
No later than 5 days after payment becomes due, the Customer shall notify the Company of the sum it considers to have been due at the payment due date and the basis on which that sum is calculated.
S1.4 Final Date for Payment
The final date for payment shall be 28 days after the date on which payment becomes due.
S1.5 Pay Less Notice
Not less than 7 days before the final payment date, the Customer may give the Company a pay less notice specifying the sum it considers to be due and the basis for that calculation. Without a valid pay less notice, the Customer must pay the notified sum in full by the final payment date.
S1.6 Interest on Late Payment
If the Customer fails to pay by the final payment date and has not served a valid pay less notice, simple interest shall accrue on the unpaid amount from the final payment date until actual payment, calculated daily at 5% above the Bank of England Base Rate.
S1.7 Insolvency
If the Company becomes insolvent after the prescribed period, the Customer is not required to pay the notified sum on or before the final payment date.
Schedule 2 – Suspension
S2.1 Right to Suspend
Where the Customer fails to pay in full the notified sum by the final payment date and has not given a valid pay less notice, the Company may suspend performance of any or all of its obligations by giving not less than 7 days’ written notice to the Customer stating the grounds for suspension.
S2.2 Costs of Suspension
In the event of a suspension, the Customer shall pay the Company a reasonable amount in respect of costs and expenses reasonably incurred as a result of the suspension, together with any adjustment to the Contract sum arising from the period of suspension.
