T&Cs for Business to Business

Terms & Conditions - Business to Business

ALL ABOUT BRICKS LIMITED

TERMS AND CONDITIONS

CONTENTS:

1. INTERPRETATION

2. BASIS OF CONTRACT

3. GOODS

4. DELIVERY OF GOODS

5. QUALITY OF GOODS

6. TITLE AND RISK

7. PRICE AND PAYMENT

8. TERMINATION

9. LIMITATION OF LIABILITY

10. FORCE MAJEURE

11. ASSIGNMENTS AND OTHER DEALINGS

12. ENTIRE AGREEMENT

13. VARIATION

14. WAIVER

15. SEVERANCE

16. NOTICES

17. THIRD PARTY RIGHTS

18. GOVERNING LAW

19. JURISDICTION

1. INTERPRETATION:

1.1. Definitions

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;

Charges: the charges payable by the Customer for the supply of the Goods in accordance with clause 7;

Collection Location: has the meaning given in clause 4.2.2;

Conditions: the terms and conditions set out in this document as amended from time to time;

Contract: the contract between the Supplier and the Customer for the sale and purchase of Goods in accordance with these conditions;

Customer: the person or firm who purchases the Goods from the Supplier;

Customer Goods Specification: the description or specification for the Goods provided in writing by the Customer to the Supplier;

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party. ;

Delivery Location: has the meaning given in clause 4.2.1;

Force Majeure Event: has the meaning given in clause 10.1;

Goods: the goods (or any part of them) as set out in the Order.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Order: the Customer’s order for the Goods, as set out in the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be;

Supplier Goods Specification: the description or specification for the Goods provided in writing by the Supplier to the Customer;

Supplier: All About Bricks Limited (registered in England and Wales with company number 02661954).

1.2. Interpretation:

1.2.1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.2.2. A reference to a party includes its personal representatives, successors and permitted assigns.

1.2.3. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.2.4. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.2.5. A reference to writing or written includes fax and email.

2. BASIS OF CONTRACT

2.1. 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.

2.2. 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.

2.3. The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.

2.4. 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.

2.5. Any samples, drawings, descriptive matter or advertising produced by the Supplier or featured on their website and any descriptions or illustrations contained in the Supplier’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.

2.6. A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for twenty 20 Business Days from its date of issue.

3. GOODS

3.1. The Goods are described in the Specification.

3.2. To the extent that the Goods are to be manufactured in accordance with the Customer’s Goods Specification supplied to 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 and other reasonable professional costs and expenses suffered or incurred by the Supplier 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 the Specification. This clause 3.2 shall survive termination of the Contract.

3.3. The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulated requirements.

4. DELIVERY

4.1. The Supplier shall ensure that:

4.1.1. each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Supplier reference numbers, 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; and

4.2. The Supplier shall either:

4.2.1. In the event that the Customer requires delivery of the Goods, deliver the Goods to the location set out in the Quote 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; or

4.2.2. In the event that the Customer arranges to collect the Goods, the Supplier shall make available the Goods and the Customer shall collect the Goods from the Supplier’s premises as agreed with the Customer (“Collection Location”). The Customer shall collect the Goods within three 3 Business Days of the Supplier notifying the Customer that the Goods are ready and available for collection. The Customer shall be responsible for ensuring that any vehicle supplied for the purposes of collecting the Goods shall be suitably sized and rated and the Supplier shall not be liable for any loss sustained by the Customer as a result of the Customer’s failure to supply an appropriate vehicle for collection.

4.3. Delivery of the Goods:

4.3.1. in accordance with clause 4.2.1 shall be completed on the completion of unloading of the Goods at the Delivery Location; or

4.3.2. in accordance with clause 4.2.2 shall be completed on the completion of loading the Goods on to the Customer’s vehicle (which shall be supplied by the Customer) at the Collection Location.

4.4. Any dates quoted for delivery 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 including as a result of 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.

4.5. Delays in the delivery of any Goods shall not entitle the Customer to:

4.5.1. refuse to take delivery of the Goods;

4.5.2. claim damages; or

4.5.3. terminate the Contract, subject always to clause 16.

4.6. If the Customer fails to accept delivery of the Goods within one 1 Business Day of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:

4.6.1. delivery of the Goods shall be deemed to have been completed at 9.00 am on the first Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and

4.6.2. the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.7. If ten 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery or collection the Customer has not accepted delivery of or collected the Goods, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.

4.8. 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.

5. QUALITY

5.1. The Supplier warrants that on delivery or collection the Goods shall conform in all material respects with their description and any applicable Goods Specification.

5.2. Any images of the products that we may provide you with (either on our website or otherwise) are for illustrative purposes only. Although the Supplier will make every effort to display the colours accurately, we cannot guarantee that the Goods display of the colours accurately reflects the colour of the Goods. The Goods may vary from those images. Due to the method of production in respect of our products, sizes, weights, capacities, dimensions and measurements indicated on our website or in any other materials that we may provide may have a tolerance level up to the maximum tolerance level allowed for by the relevant regulation or standard that is applicable to that product.

5.3. 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:

5.3.1. the Customer gives notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

5.3.2. the Supplier is given a reasonable opportunity of examining such Goods; and

5.3.3. 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.

5.4. The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:

5.4.1. the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;

5.4.2. 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;

5.4.3. the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;

5.4.4. the Customer alters or repairs such Goods without the written consent of the Supplier;

5.4.5. the defect arises as a result of fair wear and tear, wilful damage, negligence, poor construction or erection methods, or abnormal working conditions; or

5.4.6. the Goods differ from either the Goods Specification or, if applicable the Customer Goods Specification, as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

5.5. 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.

5.6. 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 in accordance with clause 4.3.1 or 4.3.2 as appropriate.

6.2 Where the Goods are collected under clause 4.3.2, the Supplier shall have no liability for the Goods once collection has taken place and any the Supplier shall not be liable damage or loss sustained by the Customer following the unloading of the Goods at the Customer’s own premises.

6.3 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds and inclusive of all taxes, charges and any other fees which may be due and payable by the Customer), irrespective of whether or not the Goods have been supplied in accordance with clause 8 below, for the Goods 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 shall pass at the time of payment of all such sums.

6.4 Until title to the Goods has passed to the Customer, the Customer shall:

6.4.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;

6.4.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

6.4.3 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;

6.4.4 notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.1 to clause 8.2;

6.4.5 give the Supplier such information relating to the Goods as the Supplier may require from time to time; and

6.4.6 Subject to clause 6.5, the Customer may use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods.

6.5 The Customer shall be prohibited at all times prior to title to the Goods passing from the Supplier to the Customer from:

6.5.1 reselling or otherwise disposing of the Goods;

6.5.2 pledging or in any way charging or allowing any third party to pledge or charge by way of security for any indebtedness any of the Goods; and

6.5.3 in the event that the Customer fails to comply with the terms of clause 6.5., all sums owing to the Supplier shall become immediately due and payable.

6.6 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.1 to clause 8.2, then, without limiting any other right or remedy the Supplier may have:

6.6.1 the Customer’s right to use the Goods in the ordinary course of its business ceases immediately; and

6.6.2 the Supplier may at any time:

(i) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and

(ii) 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.

7. PRICE AND PAYMENT

7.1 The price of the Goods shall be the price set out in the Order.

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

7.2.1 the Supplier may adjust the Product Prices from time to time to reflect increases or decreases in the cost of raw materials, transport and other associated costs. The Supplier shall give the Customer not less than one month's prior notice in writing of proposed changes.

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

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

7.2.4 any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

7.3 The price of the Goods:

7.3.1 excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and

7.3.2 includes the costs and charges of packaging and insurance.

7.4 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.

7.5 The Customer shall pay the invoice in full and in cleared funds by the date for payment as agreed between the Supplier and the Customer. Payment shall be made to the bank account nominated in writing by the Supplier. Time for payment is of the essence.

7.6 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per annum above Barclays Bank Plc 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 judgement. The Customer shall pay the interest together with the overdue amount.

7.7 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). The Supplier 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 the Supplier to the Customer.

8. TERMINATION

8.1 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:

8.1.1 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 thirty 30 days after receipt of notice in writing to do so;

8.1.2 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

8.1.3 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

8.1.4 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.

8.2 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:

8.2.1 the Customer fails to pay any amount due under the Contract on the due date for payment; or

8.2.2 there is a change of control of the Customer.

8.3 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 listed in clause 8.1.2 to clause 8.1.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them.

9. LIMITATION OF LIABILITY

9.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

9.1.1 Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

9.1.2 Fraud or fraudulent misrepresentation;

9.1.3 Breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

9.1.4 Defective products under the Consumer Protection Act 1987; or

9.1.5 any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

9.2 Subject to clause 9.1:

9.2.1 The Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort, (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

9.2.2 The Supplier’s total liability to the Customer in respect of all other 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 100% of the price of the Goods.

10. FORCE MAJEURE

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”).

11. ASSIGNMENTS AND OTHER DEALINGS

11.1.1 The Supplier 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.

11.1.2 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 the Supplier.

12. ENTIRE AGREEMENT

12.1.1 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.

12.1.2 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.

13. VARIATION

No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14. WAIVER

No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver if that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15. 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 extend necessary to make it valid, legal and enforceable, if such modification is not possible, the relevant provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

16. NOTICES

16.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier or email.

16.2 A notice or other communication shall be deemed to have been received: if delivery personally, when left at the address referred to in clause 16.1; if sent by pre-paid first class post or other next working day delivery service, at 9:00am on the second Business Fay after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or if sent by email, one Business Day after transmission.

16.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

17. THIRD PARTY RIGHTS

17.1 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.

17.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

18. 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 in accordance with the law of England and Wales.

19. JURISDICTION

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