The customer’s attention is drawn in particular to the provisions of clause 10.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 0.
Contract: the contract between Floorstock and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from Floorstock.
Floorstock: Floorstock Limited (registered in England and Wales with company number 06563066).
Force Majeure Event: an event or circumstance beyond a party’s reasonable control.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form, the Customer’s acceptance of Floorstock’s quotation, the Customer’s online order, or overleaf, as the case may be.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and Floorstock.
a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
a reference to writing or written includes faxes and emails.
2. Basis of contract:
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.
The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order (and any applicable Specification) are complete and accurate.
The Order shall only be deemed to be accepted when Floorstock issues a written acceptance of the Order, at which point the Contract shall come into existence.
The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
Any samples, drawings, descriptive matter or advertising produced by Floorstock and any descriptions or illustrations contained in Floorstock’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
A quotation for the Goods given by Floorstock shall not constitute an offer. A quotation shall only be valid for a period of 60 days from its date of issue.
The Goods are described in Floorstock’s catalogue and on Floorstock’s website (as modified by any applicable Specification).
To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify Floorstock 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 Floorstock in connection with any claim made against Floorstock for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Floorstock’s use of the Specification. This clause 0 shall survive termination of the Contract.
Floorstock reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
Floorstock shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
Floorstock 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 Floorstock notifies the Customer that the Goods are ready.
Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Floorstock 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 Floorstock with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
If Floorstock 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. Floorstock 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 Floorstock with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
Floorstock shall not be liable for a failed delivery caused by a third party delivery company.
If the Customer fails to accept delivery of the Goods within three Business Days of Floorstock notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Floorstock’s failure to comply with its obligations under the Contract:
delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Floorstock notified the Customer that the Goods were ready; and
Floorstock shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
If ten Business Days after the day on which Floorstock notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, Floorstock may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
Floorstock may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
Floorstock warrants that on delivery the Goods shall: conform in all material respects with their description (and any applicable Specification); and be free from material defects in design, material and workmanship.
Subject to clause 0, if:
the Customer gives notice in writing to Floorstock within 48 hours of delivery that some or all of the Goods do not comply with the warranty set out in clause 0;
Floorstock is given a reasonable opportunity of examining such Goods; and
the Customer (if asked to do so by Floorstock) returns such Goods to Floorstock’s place of business at the Customer’s cost, Floorstock shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
Floorstock shall not be liable for the Goods’ failure to comply with the warranty set out in clause 0 in any of the following events:
the Customer makes any further use of such Goods after giving notice in accordance with clause 0;
the defect arises because the Customer failed to follow Floorstock’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
the defect arises as a result of Floorstock following any drawing, design or Specification supplied by the Customer;
the Customer alters or repairs such Goods without the written consent of Floorstock;
the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
the Goods differ from their description or Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
Except as provided in this clause 0, Floorstock shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 0.
The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
These Conditions shall apply to any repaired or replacement Goods supplied by Floorstock.
Floorstock may, at its absolute discretion, accept the Customer’s request to return some or all of the Goods because they are no longer needed or the Customer has changed its mind.
If Floorstock agrees to accept the return of any Goods under this clause 6, then a 20% restocking fee shall be deducted and/or retained by Floorstock against any refund or credit note issued by Floorstockin respect of the returned Goods.
7. Title and risk:
The risk in the Goods shall pass to the Customer on completion of delivery.
Title to the Goods shall not pass to the Customer until Floorstock receives payment in full (in cash or cleared funds) for:
the Goods; and
any other goods that Floorstock has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
Until title to the Goods has passed to the Customer, the Customer shall:
store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Floorstock’s property;
not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
notify Floorstock immediately if it becomes subject to any of the events listed in clause 9.1 and
give Floorstock such information relating to the Goods as Floorstock may require from time to time.
If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 9.1, then, without limiting any other right or remedy Floorstock may have:
Floorstock may at any time:
require the Customer to deliver up all Goods in its possession that have not been irrevocably incorporated into another product; and
if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
8. Price and payment:
The price of the Goods shall be the price set out in Floorstock’s written confirmation of the Order.
The price of the Goods:
excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Floorstock at the prevailing rate, subject to the receipt of a valid VAT invoice; and
excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer if applicable.
Floorstock may invoice the Customer for the Goods on or at any time after the completion of delivery.
The Customer shall pay the invoice in full and in cleared funds within 30 Business Days of the date of the invoice. Payment shall be made to the bank account nominated in writing by Floorstock. Time of payment is of the essence.
If the Customer fails to make any payment due to Floorstock under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 5% 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 Customer shall pay the interest together with the overdue amount.
The Customer shall pay 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). Floorstock may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Floorstock to the Customer.
Without limiting its other rights or remedies, Floorstock may terminate this Contract with immediate effect by giving written notice to the Customer if:
the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within seven days of that party being notified in writing to do so;
the Customer 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;
the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
the Customer’s financial position deteriorates to such an extent that in Floorstock’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
Without limiting its other rights or remedies, Floorstock may suspend provision of the Goods under the Contract or any other contract between the Customer and Floorstock if the Customer becomes subject to any of the events listed in clause 0 to clause 0, or Floorstock reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
Without limiting its other rights or remedies, Floorstock may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.
On termination of the Contract for any reason the Customer shall immediately pay to Floorstock all of Floorstock’s outstanding unpaid invoices and interest.
Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
10. Limitation of liability
Nothing in these Conditions shall limit or exclude Floorstock’s liability for:
death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
fraud or fraudulent misrepresentation;
breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
defective products under the Consumer Protection Act 1987.
Subject to clause 10.1:
Floorstock shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any direct or indirect loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
Floorstock’s total liability to the Customer 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 total price of the Goods.
11. Force majeure
Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this Contract by giving 7 days’ written notice to the affected party.
Assignment and other dealings.
Floorstock may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Floorstock.
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.
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.
Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
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 shall not affect the validity and enforceability of the rest of the Contract.
Third party rights. No one other than a party to this Contract shall have any right to enforce any of its terms.
Governing law. 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