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 Products 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 Customer must notify the Supplier upon placing the Order if it requires that the profiles of tongue and groove in the floor Products match.

2.4           The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order (“Order Confirmation”), or, in the event that this does not happen, when the Supplier actively begins to fulfil the Customers Order, at which point the Contract shall come into existence.

2.5          For the avoidance of doubt, the Customer shall not be entitled to cancel any Order once it has been accepted by the Supplier in accordance with clause 2.4.

2.6           The Supplier shall be entitled to reject the Order at its sole discretion and if it elects to do so (for example due to unavailability of the Products requested by the Customer) it shall notify the Customer of this by email or telephone and will not process the Order. If the Customer has already made full or part payment for the Products, the Supplier shall refund such amounts as soon as reasonably practicable.

2.7         The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.

2.8           Any samples, drawings, images, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues, websites (including the Website) or brochures are produced for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract or have any contractual force.

2.9           A quotation for the Products given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.

2.10           Although the Supplier has made every effort to display the colours of the Products on the Website accurately, the Supplier cannot guarantee that the Customer’s display of the colours will accurately reflect the colour of the Products and the Product may vary slightly from images on the Website.

2.11      Due to the nature of some products, the Customer hereby agrees, acknowledges and accepts that:

(a) the moisture content of the products will vary from batch to batch;

(b)  the profiles of products will vary from batch to batch; and

(c)  the colour and consistency of the Products may vary from any samples and is liable to change as a result of the passage of time and any exposure to sunlight.

3.       Products

3.1       The Products are described in the Supplier's quotation or Order Confirmation.

3.2          Although the Supplier shall use reasonable commercial efforts to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated in the Supplier’s quotation, Order Confirmation, Website or other literature is approximate only.

3.3           To the extent that the Products are to be manufactured in accordance with a Specification supplied by 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 3.3 shall survive termination of the Contract.

3.4          The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.

3.5          The Supplier shall be entitled to supply an alternative Product to match as closely as possible to the Products that the Customer has ordered. The Supplier will provide the Customer with reasonable notice as soon as this becomes apparent and the Customer will have the option to accept the alternate Product or cancel the Order.

3.6          The Customer shall be wholly responsible for determining whether the Products are fit for purpose where they are to be used for a particular or special purpose and whether they are to be used for a particular or special purpose and whether they are suitable for the intended Installation Location and the Customer agrees, and acknowledges and accepts that the Supplier is a Supplier of the Products only and nothing is to be taken as a warranty, representation or otherwise that the Supplier has provided any design advice or installation instruction upon which the Customer is entitled to place any reliance.

3.7         The Supplier shall not be responsible for installing the Products and shall have no liability for any damage to the Products or any other Property, person or otherwise caused during the installation of the Products. Any guidelines or instructions that the Supplier may provide in relation to installation are to act as a manufacturers guide only and are not specific to the Installation Location or any individual Products and should not be relied upon for the proper installation of the Products, which should only be carried out by an appropriately skilled professional.

3.8          The Customer shall be responsible for ensuring that the Products are fully and properly maintained including but not limited to:

(a)by ensuring installation methods and environmental conditions are in accordance with the British Standard Institute Code of Practice for Installation of Flooring of and based Panels (BS;8201;2011) as issued and amended from time to time;

(b)  by ensuring that the Floor Products are adequately protected against damage (including but not limited to scratches, dents and scuff marks) including but not limited to by sanding, sealing and using cloth furniture protectors in accordance with manufacturers guidance or instructions or guidance provided by the installer of the Floor Products; and

(c) by the development and implementation of a proper care and maintenance schedule, including the use of appropriate materials and methods, in accordance with the guidelines issued by the Supplier.

3.9          The Supplier is committed to complying with current EU and UK Timber Regulations. All timber and timber products provided by the Supplier are, to the best of the Supplier’s knowledge and belief, in line with:-

(a) the EU regulations on timber contained in Regulations (EU) No 995/2010 of the European Parliament and of the Council (the “EU Regulations”);and

(b)2013 No. 233 Environmental Protection, the Timber and Timber Products (Placing on the Market) Regulations 2013 (the “UK Regulations”).

3.10          In accordance with Article 4(2) of the EU Regulations (as incorporated into the UK Regulations) the Supplier exercises all necessary yet proportionate due diligence procedures outlined in Article 6 of the EU Regulations to ensure that any timber or timber product provided by the Supplier has been legally harvested in accordance with the EU Regulations and the applicable legislation of its origin.

4.  Delivery

4.1       The Supplier shall ensure that:

(a) each delivery of the Products is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Products remaining to be delivered; and

(b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.

4.2          Subject to clause 4.3, the Supplier shall deliver the Products to the location set out in the Order or such other location as the parties may agree ("Delivery Location") on such date as the Supplier shall notify the Customer in the Order Confirmation (or any such updated Order Confirmation) ("Delivery Date").

4.3          If the Supplier has agreed in advance upon the Customer placing the Order, the Customer may collect the Products from the Supplier's premises or such other location as may be advised by the Supplier prior to delivery ("Collection Point").

4.4          Delivery of the Products shall be completed on the Products' arrival at the Delivery Location or upon the Supplier making the Products available for collection from the Collection Point (as applicable).

4.5          Subject to clause 4.6, the Supplier does not handle or unload the Products on arrival at the Delivery Location and does not load the Products at the Collection Point. The Customer must ensure that adequate assistance, equipment and personnel are available to unload the products upon delivery.

4.6           The Supplier can supply a premium, dedicated delivery service, pursuant to which the Supplier will arrange for the Products to be unloaded (but not, for the avoidance of doubt, installed) at the Delivery Location ("Dedicated Delivery Service") provided that the Customer requests the Dedicated Delivery Service in the Order.

4.7          Subject to clause 4.8, if the Supplier fails to deliver any or all of the Products ("Undelivered Products"), its liability shall be limited, at its election to one of the following:

(a)          replacing the Undelivered Products within a reasonable amount of time; or

(b)          issuing a credit note against the invoice raised for the Undelivered Products; or

(c)          where the Customer has paid in advance for the Undelivered Products, the Supplier may elect to reimburse the Customer for the price of the Undelivered Products.

4.8           The Supplier shall have no liability for any failure or delay in delivering the Products where:

(a)          such failure or delay is caused by the Customer's failure to comply with its obligations under the Contract, including a failure to: (i)collect the Products in accordance with clause 4.3; and/or

(ii)provide the Supplier with the correct delivery address or any other relevant instructions; and/or

(b)          the failure or delay has been caused by a Force Majeure Event.

4.9           If the Customer fails to take delivery of the Products or collect the Products from the Collection Point on the Delivery Date, then, except where such failure or delay is caused by the Supplier's failure to comply with its obligations under the Contract:

(a)          delivery of the Products shall be deemed to have been completed at 9.00am on the Delivery Date ("Deemed Delivery") and responsibility for the Products shall pass to the Customer upon Deemed Delivery;

(b)          the Supplier shall store the Products until delivery takes place, and charge the Customer for related costs and expenses (including, without limitation, storage and insurance);

(c)          if the Customer fails to accept delivery of the Products within 4 weeks of the date of Deemed Delivery, the Supplier may re-sell or otherwise dispose of the Products (or any part of them) to any third party, without any liability to the Customer.

4.10           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 Products that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

4.11       The Customer shall not be entitled to reject the Products if the Supplier delivers up to and including 5% more or less than the quantity of Products ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Products was delivered, and if any excess Products supplied are not required by the Customer, the Customer shall be responsible for disposal of such products.

4.12          The Supplier may deliver the Products 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.

4.13          The type and quantity of Products recorded by the Supplier upon dispatch from its premises shall be conclusive evidence of the type and quantity received by the Customer upon Delivery, however the Customer is responsible for checking the Products upon Delivery and ensuring that it has been supplied with the correct Products (including but not limited to, the correct colour), before installing the Products at the Installation Location.

4.14          The Supplier is able to deliver to certain countries outside of the United Kingdom (“International Delivery Location”). However there are restrictions on certain Products for certain Countries, so the Customer must contact the Supplier before ordering Products for delivery to any International Delivery Location to check whether the Supplier is able to deliver to the Customer’s preferred country or location.

4.15          The Customer shall be responsible for payment of any import, duties and taxes which are applied when the Products reach the International Delivery Location. The Supplier has no control over these charges and cannot predict their amount. The Customer shall be responsible for ascertaining the amounts of any such import, duties and taxes and for payment of the same.

4.16          The Customer shall be responsible for complying with all applicable laws and regulations in the relevant International Delivery Location. The Supplier does not warrant or guarantee that the Products will be compliant with any International laws applicable in any International Delivery Location, and will not be liable for any breach of such laws by the Customer or in relation to the Products.

4.17         The Supplier may (in its sole discretion) permit the Customer to return Products after delivery provided always that:

(a)  the Products have not been removed from their packaging or in any way handled, modified or installed (such that they are no longer in a saleable condition (in the opinion of the Supplier));

(b)the Products are not bespoke or custom made to the Customer’s measurements or specification or products ordered in specially for the Customers order.

(c)  The Products are returned to the Supplier at the Customer’s cost within 30 days of the Delivery Date; and

(d)  The Customer pays to the Supplier a restocking fee of 20% of the total price of the Products being returned.

5.      Quality

5.1       Certain Products benefit from a manufacturers guarantee. For details of the applicable terms and conditions, the Customer should refer to the manufacturers guarantee provided with the Products.

5.2          For products which do not have a manufacturers guarantee, the Supplier provides a warranty that the Products shall be free from material defects in design, material and workmanship, conform in all material respects with their description and be fit for any purpose expressly held out by the Supplier and remain so for the following applicable “warranty periods”:

(a)          In the case of flooring products, for 12 months from the Delivery Date; and

(b)          In the case of other products, until the expiry of the earlier of the “used by”, “expiry”, or “best before” period stated on the packaging, labelling or other documentation accompanying the Other Products on delivery,

however, the warranty contained in this clause 5.2, does not apply in the circumstances in clause 5.4.

5.3          Subject to clause 5.4, if:

(a)       the Customer gives notice in writing to the Supplier during the applicable warranty period at clause 5.2 above, within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 5.2;

b) the Supplier is given a reasonable opportunity of examining such Products; and

(c) the Customer (if asked to do so by the Supplier) returns such Products to the Supplier's place of business at the Customer's cost (including all costs associated with the uplift and/or removal of the Products where such Products have been affixed), the Supplier shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full.

5.4       The Supplier shall not be liable for Products' failure to comply with the warranty set out in clause 5.2, in any of the following events:

(a) the Customer makes any further use of such Products (including by continuing to install the flooring products) after giving notice in accordance with clause 5.3;

(b)  the defect arises because the Customer failed to follow the Supplier's user or manufacturer's guidelines, oral or written instructions as to the storage, commissioning, installation, use, protection and maintenance of the Products or (if there are none) good trade practice regarding the same;

(c)  the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer (including but not limited to in the case of Bespoke Products);

(d)  the Customer or any third party alters or repairs such Products without the written consent of the Supplier;

(e)  the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions, accident or negligence by the Customer or any third party including but not limited to upon the installation of the Products; or

(f)the Products differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.5          Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Products' failure to comply with the warranty set out in clause 5.2.

5.6          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.

5.7         These Conditions shall apply to any repaired or replacement Products supplied by the Supplier.

6.      Title and risk

6.1       The risk in the Products shall pass to the Customer upon the earlier of the arrival of the Products at the Delivery Location (prior to unloading) or the Collection Point (as applicable) or Deemed Delivery.

6.2          Subject to clause 6.4, title to the Products shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for:

(a) the Products; and

(b) any other goods that the Supplier has supplied to the Customer,

in which case title to the Products shall pass at the time of payment of all such sums.

6.3          Until title to the Products has passed to the Customer, the Customer shall:

(a) store the Products (at no cost to the Supplier) separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Products;

(c) maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery and upon the Supplier's request, produce such policies of insurance to the Supplier;

(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.2; and

(e) give the Supplier such information relating to the Products as the Supplier may require from time to time.

6.4           Subject to clause 6.5, the Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Products. However, if the Customer resells the Products before that time:

(a) it does so as principal and not as the Supplier’s agent; and

(b) title to the Products shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.

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

(a) the Customer's right to resell the Products or use them in the ordinary course of its business ceases immediately; and

(b) the Supplier may at any time:

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

(ii)  iftheCustomerfailstodosopromptly,enteranypremisesoftheCustomerorofanythirdpartywheretheProductsarestoredinordertorecover them.

7.     Price and payment

7.1      The price of the Products shall be as quoted by the Supplier in writing or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery.

7.2          The Supplier may, by giving notice to the Customer at any time up to 5 Business Days before delivery, increase the price of the Products to reflect any increase in the cost of the Products and/ or their delivery or supply that is due to:

(a)           any factor beyond the Supplier's reasonable control (including foreign exchange fluctuations, increases in and/ or the imposition of taxes, tariffs and duties, import costs (and other costs incurred or payable as a result of or connected to the departure of the United Kingdom from the European Union) and increases in labour, materials and other manufacturing costs);

(b)          any request by the Customer to change the Delivery Date, quantities or types of Products ordered, or the Specification; or

(c)                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 Products is exclusive of the costs and charges of packaging, insurance, loading, unloading and transport of the Products ("Additional Payments"), which shall be invoiced to the Customer.

7.4          The price of the Products is exclusive of amounts in respect of value added tax ("VAT"). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Products.

7.5          Where the Supplier has agreed that the Products shall be delivered to an International Delivery Location, the price of the Products does not include any relevant import duties, taxes or any other fees associated with such delivery (“International Payments”), and the Customer shall be responsible for all such International Payments in accordance with clause 4.15.

7.6          If the Customer has requested the Dedicated Delivery Service in accordance with clause 4.6, there will be an additional charge for this.The Supplier will notify the Customer of such charge in the Order Confirmation.

7.7         The price of the Products does not include delivery charges. Delivery charges are as quoted on the Website for time to time or as otherwise notified by the Supplier in writing. To check relevant delivery charges, please refer to our delivery charges page.

7.8          Subject to clause 7.10, if the Customer has a current credit account with the Supplier which has not been cancelled or suspended, the Supplier shall invoice the Customer for the Products, VAT, Additional Payments and any applicable International Payments on or at any time after the day following the date upon which the Products are dispatched to the Customer for delivery or made available for collection at the Delivery Point (as applicable).

7.9          The Customer shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.

7.10           Except as otherwise agreed by the Supplier in writing, and subject to clause 7.10, if the Customer does not have a current credit account, the Supplier will invoice the Customer for the price of the Products, VAT, Additional Payments and any applicable International Payments at any time after the Customer has placed the Order and payment must be made in full and cleared funds to the bank account nominated in writing by the Supplier within 30 days of the date of the invoice, and in any event prior to delivery of the Products. The Supplier shall not dispatch the Products for delivery or allow collection of them until it has received payment in full and cleared funds.

7.11      If the Customer’s Order includes any Bespoke Products, a non-refundable payment of 50 per cent (50%) of the price of the Bespoke Products must be made at the time the Customer places its Order. The Supplier shall be entitled to invoice the Customer for the balance at any time after the Customer has placed the Order, and except as otherwise agreed by the Supplier in writing, payment must be made to the Supplier in full and cleared funds to the Bank account nominated by the Supplier in writing, within 30 days of the date of the invoice, and in any event prior to delivery of the Bespoke Products. The Supplier shall not dispatch the Bespoke Products for delivery or allow collection of them until it has received payment in full and cleared funds.

7.12        For the avoidance of doubt, where the Customer has ordered Bespoke Products, any deposit paid by the Customer in accordance with clause 7.10 or otherwise shall be non-returnable in the event that the Customer subsequently cancels or terminates the Order or fails, for whatever reason, to collect or take delivery of the Bespoke Products within a period of 6 weeks from the Delivery Date.

1.12If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then:

(a)            the Customer shall pay interest on the overdue amount at the rate of 4% 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; and

(b)          the Supplier reserves its right to recover all of its costs in pursuing the debt (including legal fees) from the Customer.

7.13     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 and suspension

8.1        If the Customer becomes subject to any of the events listed in clause 8.2, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer.