Terms & Conditions

  1. 1. DEFINITIONS

1.1 In this Contract:

“Contract” means any contract between You and Us (Flooring Supplies Scotland) 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 Flooring Supplies Scotland and any of its associated companies; “You, Your, Yourself ” means the person whose order for Products is accepted by Us;

  1. 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.

  1. 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.

  1. 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.

  1. 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 1 calendar 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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.

  1. LIMITATIONS OF LIABILITY

11.1 We will have no Liability to You for any color 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 on stairs other than where the manufacturer has recommended that the Flooring is suitable for use on stairs;

11.2.3 in commercial premises or any other area where the manufacturer recommends the Flooring should not be used;

11.2.4 in any area which is not flat and which does not comply with the requirements of the European Flooring Standard or any other relevant standards. You should inform Us if any of these conditions apply to You.

11.3 Our Products are subject to the natural characteristics of the material used. Shade variation, markings and undulations are part of the natural characteristics of the Products and are not manufacturing faults.

11.4 We shall have no Liability to You if:-

11.4.1 You fail to use the Products in accordance with the user instructions, the relevant legislation and/or good trade practice;

11.4.2 You alter and/or repair such Products without Our prior written consent;

11.4.3 the defect is due (wholly or partially) to Your fault;

11.4.4 the defect is due (wholly or partially) to fair wear and tear;

11.4.5 the defect is due (wholly or partially) to any abnormal use of the Products;

11.4.6 the defect is due (wholly or partially) to any abnormal storage and/or working conditions of the Products;

11.4.7 the defect is due (wholly or partially) to Your failure to comply with the requirements of clause 4.4;

11.4.8 the defect is due (wholly or partially) to Your negligence and/or that of Your employees, sub-contractors and/or agents; or

11.4.9 the defect is due (wholly or partially) to Your breach of the Contract.

11.5 You shall use the Products in accordance with any and all user instructions supplied by Us.

  1. CONFIDENTIALITY

12.1 Each party shall at all times keep confidential all information relating to the business and affairs of the other that it has acquired in the course of the negotiations or performance of this Contract.

12.2 This clause 12 shall not apply to information which the receiving party can show was in its possession at the date of receipt and which did not originate from it or the sending party or which is already in the public domain other than as a result of a breach of this clause.

12.3 Each party shall ensure that its employees and agents are aware of and comply with the provisions of this clause.

  1. FORCE MAJEURE

13.1 Neither party shall be liable for any delay in performing any of its obligations under this Contract if such delay is caused by circumstances beyond the reasonable control of the party so delaying and such party shall be entitled to a reasonable extension of time for the performance of such obligations.

13.2 If the period of delay or non-performance continues for 3 months the party not affected may terminate this agreement by written notice to the affected party.

  1. WAIVER

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

14.2 No waiver by Us of any term of this Contract will be deemed to be a continuing waiver nor will it prevent Us from enforcing that term or any other term of this Contract on a subsequent occasion.

  1. APPLICABLE LAW AND JURISDICTION

15.1 This Contract shall be governed by the laws of Scotland.

15.2 Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

  1. AMENDMENTS

16.1 No amendment or variation of this Contract will be valid unless in writing and signed by or on behalf of each of the parties.

  1. ENTIRE AGREEMENT

17.1 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.

17.2 Each party acknowledges that in entering into this 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 this Contract.

17.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.

17.4 Nothing in this clause shall limit or exclude any Liability for fraud.

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