Terms & Conditions

1. 1. DEFINITIONS

1.1 In this Contract:
“Contract” means any contract between You and Us (Rutland Flooring Supplies) incorporating these conditions for the sale of Products; “Flooring” means any matting, rugs, underlay, borders, carpets, vinyl, tiles, wood and/or laminate flooring and/or any other flooring ordered from Us by You or to be supplied by Us to You;, “Liability” means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs (including legal costs) and any other losses and/or liabilities; “Products” means any products and/or goods ordered from Us by You or to be supplied by Us to You including without limitation exhibition stands, display boards, Flooring, feature strips, grippers, adhesive, flooring accessories and/or cleaning and maintenance products; “We, Us, Our” means Rutland Flooring Supplies Limited and any of its associated companies; “You, Your, Yourself ” means the person whose order for Products is accepted by Us;

2. BASIS OF CONTRACT AND ORDER

2.1 These conditions shall govern the agreement between You and Us to the exclusion of any other terms or conditions. Quotations are not binding or capable of acceptance and are estimates only. The Contract between You and Us shall come into effect on Our acceptance of Your order.
2.2 You shall be responsible for the accuracy of an order and for giving Us any information necessary for Us to perform the Contract. Orders for cut lengths of Flooring will be rounded up to the nearest 5cm.

2.3 Any order for cut length materials should be considered as Custom Orders, and such orders cannot be returned to stock.

3. SAMPLES

3.1 If You approve any sample produced by Us then You shall have no claim in respect of, nor any right to reject, any Products provided the Products in question are of the same description, specification, quality and fitness for the purpose as the sample.
3.2 You acknowledge that each batch of Flooring may have a slight colour and/or decoration variation from other batches due to the manufacturing process. We will use our reasonable endeavours to match any requested Flooring batch and/or to supply Flooring from the same batch if You supply Us with full written details of Your requirements with Your order but We shall be under no obligation to do so.

4. DELIVERY AND POSTPONEMENT

4.1 Dates for delivery and/or performance are estimates only and are not guaranteed. Time is not of the essence in relation to such dates. They are also subject to any matter beyond Our reasonable control.
4.2 We may effect delivery by instalment and where We do so, each such delivery shall constitute a separate and distinct contract and failure by Us to deliver, or any claim by You in respect of, any instalment shall not entitle You to repudiate and/or terminate this Contract as a whole.

4.3 You may not reject Products and/or to rescind for late delivery unless the due date for delivery has passed and You have served on Us a written notice requiring the Contract to be performed and giving Us not less than 14 days in which to do so and the notice has not been complied with.

4.4 Delivery will be made between 8am and 4pm on normal working days. You shall procure during these hours that We and/or Our delivery agents have free rights of access to the delivery address of the purpose of delivering the Products.

4.5 If the parties agree that the Products are to be collected from Our premises then You shall collect the Products within 3 working days of being notified that the Products are ready for collection. If the Products are not collected by You within such period We may at Your expense and risk either despatch the Products to You or store the Products until despatch and/or collection. Such goods stored on our premises will incur daily storage charges at our current rates.

4.6 If You fail to collect and/or refuse to take delivery of any Products in accordance with this Contract then:

4.6.1 We may withhold delivery of any other Products and may treat this Contract as repudiated by You and shall have the right to rescind this Contract;

4.6.2 You shall pay all Our reasonable additional costs and expenses incurred as a result; and/or

4.6.3 We may invoice You for the Products as if You had collected and/or taken delivery on time.

4.7 We may comply with reasonable requests by You for postponement of delivery of the Products but shall be under no obligation to do so. Where delivery of the Products is postponed at Your request then You shall pay all Our reasonable additional costs and expenses incurred as a result and You shall pay for the Products as if delivery had not been postponed.

5. PRICE

5.1 The price of the Products shall be as shown in Our price list current at the date of the acceptance of the order as varied by notification from Us and/or agreement with Our authorised representative. Our prices are ex-works, and You shall be liable to pay Our charges (if any) for transport and insurance. Our prices are exclusive of any applicable VAT for which You shall additionally be liable.
5.2 We may at Our sole discretion increase Our prices where the time between the date of acceptance of Your order and Your requested date of delivery exceeds 1calendar month.

5.3 Our terms of payment are net cash by the 20th day of the month following the end of the month in which the invoice was issued. Time for payment shall be of the essence.

5.4 If You fail to make any payment in full on the due date We may charge You interest (both before and after judgement) on the amount unpaid at the greater of the then current rate implied by law or the rate of 4% above the base rate from time to time of The Bank Of England, compounded with monthly rests.

5.5 Any monies received by Us from You may be applied by Us at Our option against any interest charged prior to application against any principle sums due from You against which it may be applied in any order.

5.6 We may invoice each delivery of Products separately. We may render an invoice to You any time on or after delivery of the Products. If payment in full is not made to Us when due then We may withhold or suspend future or current deliveries of the Products and delivery under any other agreement with You.

5.7 You shall pay all sums due to Us under this Contract without any set-off, deduction, counterclaim or any other withholding of monies. Payment shall not be deemed to be made until We have received either cash, card payment, or cleared funds in respect of the full amount outstanding.

5.8 We may set a credit limit for You. Changes in Your credit limit will be notified to You. We may refuse to accept orders for Products and/or to suspend or withhold delivery of Products if such Products would result in You exceeding Your credit limit or the credit limit is already exceeded.

7. SPECIFICATION AND INTELLECTUAL PROPERTY RIGHTS

7.1 The quantity, quality, description and/or specification for the Products shall be that set out in Our price list and confirmed within Your order (if agreed by Us). Details and/or specifications in promotional literature produced by Us are intended as a guide only and only give a general approximation of the Products.
7.2 You agree to indemnify and keep indemnified Us against all claims, losses, expenses, actions, liabilities, costs (including legal costs on full indemnity basis and increased administration costs) and any other losses and/or liabilities arising out of Our use of the specifications, details and/or drawings supplied by you.

7.3 You will not alter, remove or tamper with any trade marks used on or in relation to the Products. You will not use any exhibition stand, sample or sales and/or promotional material We supply to You for any purpose other than the display, promotion and/or sale of the Products.

7.4 All intellectual property rights (including without limitation all patents, copyright, design rights (whether registered or unregistered), trade marks (whether registered or unregistered), skill and/or know-how and other similar rights, whether existing now and/or in the future, wherever existing in the world together with the right to apply for protection of the same) in the Products, their packaging and/or promotional literature shall be owned by Us and/or the relevant manufacturer absolutely.

8. PROPERTY AND RISK

8.1 Risk in the Products shall pass to You at the time of delivery. Delivery shall be deemed to occur:-
8.1.1 at the time when the Products arrive at the place of delivery if We deliver the Products by Our own transport or We arrange transport;

8.1.2 after the expiration of 3 working days after We have notified You that the Products are available for collection in accordance with clause 4.5 above; or

8.1.3 otherwise when the Products leave Our premises.

8.2 We shall retain title and ownership of the Products until We have received payment in full in cash, card payment, or cleared funds of all sums due and/or owing for all Products supplied to You by Us under this Contract and any other agreement between Us and You.

8.3 Until payment in full of the price for all Products supplied to You the Products shall be stored separately from any other products or goods belonging to You or any third party and must be clearly marked and identified as being Our property. You agree that Our employees and/or agents may enter Your premises to check compliance with this clause.

8.4 Until title in the Products has passed to You, You shall keep the Products insured for the price at which the Products were sold to you against all normal risks and shall procure that Our interest is noted on such policy of insurance.

9. DEFAULT

9.1 If You:-
9.1.1 fail to make any payment to Us when due;

9.1.2 breach the terms of this Contract (and if the breach is capable of remedy, have not remedied the breach within 14 days of receiving notice requiring the breach to be remedied);

9.1.3 persistently breach any one or more terms of this Contract;

9.1.4 pledge or charge any Products which remain Our property, or cease or threaten to cease to carry on business, or propose to compound with Your creditors, apply for an interim order under Section 252 Insolvency Act 1986 or have a Bankruptcy Petition presented against You, enter into voluntary or compulsory liquidation, have a receiver, administrator or administrative receiver appointed over all or any of Your assets, or take or suffer any similar action in any jurisdiction;

9.1.5 appear to Us due to Your credit rating to be financially inadequate to meet Your obligations under the Contract; and/or

9.1.6 appear reasonably to Us to be about to suffer any of the above events; then We shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 9.2 below.

9.2 If any of the events set out in clause 9.1 above occurs in relation to You then:-

9.2.1 We may enter, without prior notice, any of Your premises (or premises of third parties with their consent) where Products owned by Us may be and repossess and dispose of or sell any Products found which are owned by Us so as to discharge any sums due to Us under this Contract or any other agreement with You;

9.2.2 We may require You not to re-sell or part with the possession of any Products owned by Us until You have paid in full all sums due to Us under this Contract or any other agreement with You;

9.2.3 We may withhold delivery of any undelivered Products and stop any Products in transit;

9.2.4 We may cancel, terminate and/or suspend without Liability to You any agreement with You; and/or

9.2.5 all monies owed by You to Us shall forthwith become due and payable.

10. REPAIRS AND REPLACEMENTS

10.1 We will at Our option either refund the price or replace free of charge any defective Products where the defect is apparent on inspection provided that the defect is notified to Us in writing within 14 working days of delivery of such Products and, in respect of Flooring, that the Flooring is returned to Us in its original condition.
10.2 Any defective Products must be returned to Us for inspection if reasonably requested by Us before We will have any Liability for such Products. We may choose to inspect the Products on site before We have any Liability for defective Products and you will procure access to the Products to enable us to do so.

10.3 If any Flooring contains a latent defect which would not have been apparent on inspection at the time of delivery, We may in Our sole discretion replace the Flooring and may meet the reasonable additional refitting costs or refund the price for such Flooring provided the defect is notified to Us in writing within 14 days of the date on which the defect became apparent. Provided We comply with this clause the replacement and/or refund shall be Your sole remedy.

10.4 We will at Our option either refund the price of or replace free of charge any Products missing from a delivery of Products provided that the missing items are notified to Us within 5 working days of delivery or, in the event of total non-delivery, this fact is notified to Us within 5 working days of receipt of the invoice by You.

11. LIMITATIONS OF LIABILITY

11.1 We will have no Liability to You for any colour and/or pattern discrepancy which falls within acceptable industry tolerance levels, currently set out in BS 3655. You will inspect all Flooring on delivery before cutting and/or fitting.
11.2 Each of Our Floorings is recommended by the manufacturer for use only within specific areas. We shall have no Liability to You in respect of any Flooring which is used:-

11.2.1 within a bathroom and/or WC and which is not recommended by the manufacturer for “Bathroom Use”;

11.2.2 within a kitchen and/or utility room and which is not recommended by the manufacturer for “Kitchen Use”;

11.2.3 within any area which will be subjected to standing water, flooding and/or water immersion for any period of time and which is not recommended by the manufacturer for use in such areas.

11.3 We shall have no Liability for any failure of any manufacturer’s recommended adhesive, gripper, feature strip, underlay and/or cleaning and maintenance products supplied by Us as accessories to the Flooring.

11.4 We shall have no Liability to You for any:

11.4.1 loss of profit;

11.4.2 loss of business;

11.4.3 business interruption;

11.4.4 loss of business opportunity or contract;

11.4.5 loss of revenue or anticipated revenue;

11.4.6 loss of goodwill or reputation;

11.4.7 loss of or damage to or corruption of data;

11.4.8 loss of use or value of any data or software; and/or

11.4.9 indirect or consequential loss or damage;

whether arising from negligence, breach of contract or howsoever, including where such loss or damage is foreseeable, is incurred in the course of a claim against You by any third party and even if You have advised Us of the possibility of such loss or damage.

11.5 We shall not be liable to You for any Liability arising from Your failure to comply with Your obligations under this Contract including without limitation Your failure to provide Us with the correct measurements for cut length materials, Your failure to provide Us with proper storage and/or installation conditions for the Flooring, Your failure to provide Us with a correct delivery address, Your failure to provide Us with suitable access to the delivery address and Your failure to provide Us with proper installation conditions for the Flooring.

12. FORCE MAJEURE

12.1 We shall not be liable to You for any failure or delay in the performance of Our obligations under this Contract arising from or attributable to acts, events, omissions or accidents beyond Our reasonable control including without limitation, strikes, lock-outs or other industrial disputes (whether involving Our workforce or the workforce of any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
12.2 If an event of force majeure prevents Us from performing Our obligations under this Contract for a continuous period of more than 6 months then either party may terminate this Contract immediately by written notice to the other party.

12.3 Upon the giving of such notice all sums due to Us under this Contract shall become immediately payable and We shall have no Liability to You except to refund to You any sums paid by You in respect of Products not delivered.

12.4 Termination of this Contract shall be without prejudice to the rights and duties of either party accrued prior to termination.

12.5 For the purposes of this clause “force majeure” shall mean any event outside Our reasonable control.

13. GENERAL

13.1 Each right or remedy of Us under this Contract is without prejudice to any other right or remedy of Us whether under this Contract or not.
13.2 If any provision of this Contract 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 provisions of this Contract and the remainder of such provision shall continue in full force and effect.

13.3 Failure or delay by Us in enforcing or partially enforcing any provision of this Contract shall not be construed as a waiver of any of Our rights under this Contract.

13.4 Any waiver by Us of any breach of, or any default under, any provision of this Contract by You shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of this Contract.

13.5 Any notice to be given under this Contract shall be in writing and shall be sent by first class mail or facsimile transmission. Notices shall be deemed to have been received 2 working days after posting if sent by first class mail or on receipt of a successful transmission report if sent by facsimile transmission.

13.6 This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

13.7 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

13.8 You shall not be entitled to assign, transfer, charge or deal in any other manner with this Contract or any of Your rights under it without Our prior written consent. We may at any time assign, transfer, charge, subcontract or deal in any other manner with this Contract or any of Our rights under it.

13.9 The Contract shall constitute the entire agreement between the parties in relation to its subject matter. Each party acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the other party which is not set out in the Contract.

13.10 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

13.11 Any reference to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

13.12 In this Contract unless the context otherwise requires:

(a) the headings are included for convenience only and shall not affect the interpretation of this Contract;
(b) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time; and
(c) a reference to one gender shall include a reference to the other genders.