Terms & Conditions

1 Introduction

1.1 Please read these Terms and Conditions (“Terms”) carefully pertaining to the website https://www.buildersmegastore.co.uk/ and services operated by Builders Megastore Limited (“we”, “us” or “our”) and the products provided by us. Use of our website, products and services is deemed as acceptance of our Terms by the individual, business or corporation (“you” or “your”) in relation to our products (“Wares”) as sold by us to you and the provision of services as per the contract of sale (“Contract”).

2 General Information

2.2 These Terms form the sole basis upon which our business is conducted. It should be noted that these Terms shall be included within the Contract and no others, including any reference to terms and conditions in an order you place, shall be adhered to. No terms and conditions specified by you relating to your business or a purchase that are referenced in any type of document that relates to or constitutes part of the Contract (inclusive of design specifications and similar records) shall be incorporated within the Contract. Upon signing an agreement via our approved service provider in relation to a store card application, this shall be amalgamated within the Contract automatically.

2.3 Only upon our written consent can these Terms be moderated.

3 Monies: Prices

3.1 Any prices provided in estimates, quotations, order acknowledgements or other paperwork given before the dispatch of the Wares are not considered binding on our part. The exception to this is if the Contract states a fixed price and you are considered to have abided by all matters in relation to that fixed price. You will be charged the price that stands on the dispatch date of the Wares, which we have the right to increase to cover any rise in our expenses due to circumstances that are out of our control.

3.2 Every price given excludes Value Added Tax. This is charged at the appropriate time at the applicable rate.

3.3 Upon agreement of taking Wares back into our stock that have previously been delivered to you, we shall retain the authority to levy a handling fee, which you confirm is an honest reflection of the expenses incurred by us. When you deliver the Wares back to us, this handling fee denotes up to 15 per cent of the Wares’ value. When we make arrangements to collect the Wares, the handling fee denotes up to 25 per cent of the Wares’ value.

3.4 We retain the right to impose a fee for the cost of materials relating to packaging, which includes pallets, when we deem these to be essential for delivering the Wares.

4 Delivery of Wares and Transfer of Risk

4.1 The Wares shall either be transported to you at the location confirmed as per the Contract or to a mutually agreed address. In the event that no delivery location is agreed or confirmed, delivery of the Wares shall occur at our establishment directly before they are loaded ready to be dispatched to you.

4.2 At the point the Wares are placed into the vehicle ready for dispatch and transportation to you, they become your liability regardless of whether the vehicle belongs to us, you or a third party.

4.3 Any time or date for delivery advised by us either before the commencement of the Contract or during it is an approximation rather than an obligation. This is the case regardless of whether a delivery time and date is given in written form or by other means. The time of the delivery is not considered to be the most important factor concerning delivery of the Wares. We are not obligated to comply with any time or date of delivery stipulated by you.

4.4 When delivering to your premises or a mutually agreed location, you need to ensure measures have been taken to allow for the safe and efficient unloading of the Wares in an acceptable time frame. It is essential for you to check the suitability of all access points and approach roads. If you fail to adhere to these measures and we incur additional costs because of this, you shall be liable to refund us for these expenses.

4.5 When using our own transport or that of a third party to deliver the Wares to you, you are liable to compensate us for further costs and to indemnify us from any proceedings or allegations that may arise from issues with delivery notes to be signed off, facilities available for offloading, delays due to insufficient access to or exit from the establishment and any other issue resulting from your negligence or that of your employees.

4.6 When using transport belonging to a third party to deliver the Wares, we cannot be held accountable for any damage caused by an omission or careless act by the third party or its representatives assuming we have taken adequate steps when choosing the third party.

5 Examination of the Wares

5.1 It is your duty to inspect the Wares immediately once they have been delivered at the agreed location as per the Contract whether we have delivered directly or arranged delivery. It is essential to check the Wares match those stated in your order or the delivery note issued by us and are the correct quantity as per either of those documents. It is also imperative to inspect the Wares to ascertain whether any damage has been caused to them in transit.

5.2 If there is any inconsistency between the Wares detailed in your order or the delivery note issued by us and those delivered and if any damage has been caused to the Wares during transportation, you must notify us in written form. This must be done within 3 working days of the arrival of the Wares at your delivery location.

5.3 Should non-delivery of the Wares occur, you must provide us with written notification within 3 working days of your acceptance of the delivery note issued by us. Unless you adhere to this Term, we shall not consider any claim in relation to damage during transportation or non-delivery.

5.4 In the event of your collection of the Wares or when you have arranged delivery or collection of the Wares, we shall not accept any claim of incorrect Wares or an incorrect quantity of Wares as detailed in the delivery note issued by us or your order at the point the Wares leave the location at which they were taken from.

5.5 With no bearing on the statements made in Term 10, you shall be regarded as having accepted the Wares to be consistent with the Contract except in the event you provide us with written notification detailing any flaw in workmanship or materials or failure to adhere to design specifications or alternative information that you have provided or any further deficiency of the Wares in compliance with the Contract being noticeable upon inspection of the Wares and testing thereof within a period of 14 days.

6 Order Cancellation

6.1 You shall only be permitted to void an order or a portion of an order that we have already accepted when you have our previous written consent. You must indemnify us against all expenses, charges, costs, damage and loss, which includes but is not limited to a loss of profit, we may be subjected to regarding such an order. We are under no obligation to permit a cancellation and can still fulfil the Contract regardless of your claim for a cancellation.

6.2 Cancellation cannot be allowed in the event of the Wares’ late delivery or for services that are provided late except for when we have provided you with written confirmation that a particular date is agreed.

7 Monies: Payment, Lien and Set-Off

7.1 Before collection or delivery of the Wares, payment for them must be made in cash or by debit card or credit card.

7.2 It shall not be permitted for you to set-off against monies owed to us as per the Contract with any sum you require from us regardless of inclusion within the Contract or another contract that exists between us. We are permitted to set-off monies we owe you against amounts due to be paid to us as per the Contract.

7.3 With no compromise to other remedies and rights that may exist within the Contract, it is understood we shall have a lien on all of your property and goods that we hold in respect of any debts you owe to us. After providing you with 14 days’ notice, we shall be permitted to deal with your property or goods in any way we deem suitable to recoup the money owed by you to us.

8 Title to the Wares

8.1 We shall retain title to the Wares regardless of whether you have received delivery of them and the risk has transferred to you before such time as you have fully paid, discharged or settled the amount due for the value of the Wares and any other sum payable to us by you that is due under an alternative contract or account regardless of whether the payment is due.

9 Execution of the Contract

9.1 Delivery times and dates given are intended as guides and are not mandatory. When Wares are noted as being available “ex stock” or a similar description, this means they are delivered in accordance with their availability. In the event we have strived to adhere to the date of delivery but have been unable to meet it, this shall not be deemed an infraction of the Contract and you shall be unable to claim for damages from us and/or to end the Contract. We shall be permitted a reasonable amount of time after this delivery date within which to deliver or dispatch the Wares to you.

9.2 If circumstances that are beyond our control should affect our execution of the Contract, whether in full or in part, we may have no alternative but to postpone our execution of the Contract while we continue to be affected by these circumstances and this postponement shall not be deemed a breach of the Contract. Circumstances that are out of our control include but are not limited to harsh weather conditions, fire, a shortage of materials, failure or breakdown of machinery or power, industrial disputes, war or a threat thereof, a reduction or interruption in mode of transport or communications and actions or decisions made by government or other authoritative bodies.

9.3 In the event a postponement should last for longer than 8 weeks consecutively, either party can end the Contract with the provision of written notice. This does not negate our entitlement to payment for any amount of the Wares dispatched to you as per the Contract prior to the postponement of our execution of the Contract. We are entitled to be refunded for all expenses, charges and costs that have become payable according to the Contract until the date the Contract is ended in relation to this Term.

9.4 Should our execution of the Contract be postponed further to accepting your request or delayed due to your default – which can include but is not limited to incorrect or insufficient instructions or an unwillingness to take delivery of or to collect the Wares – we shall have the right to receive payment as per the Contract for all portions of the Wares that have previously been dispatched to you, were awaiting dispatch or were in the process of being manufactured before the delay or postponement occurred. We are also entitled to receive payment for a loss of profit as well as extra costs incurred, such as for insurance, interest and storage. It should be noted that (a) the Wares shall be stored at your risk starting from the date they are available for dispatch; (b) if you do not take delivery of or collect the Wares or any portion of the Wares within 28 days after we have notified you that the Wares are available for delivery or collection, we shall be permitted to sell them and use the sale proceeds to pay off any outstanding debt you may owe us. This is without compromising any other remedies noted in the Contract for such an infraction.

9.5 Without express written confirmation by us, it shall be understood that all dimensions and illustrations depicted in our sales literature or catalogues are estimated and we cannot denote or guarantee that the Wares shall correspond equally with the dimensions and illustrations.

9.6 When we supply you with a specimen, it is to be understood that this is purely to indicate the colour, type and quality of a product and does not comprise an ensuing sale. It is essential to note that numerous concrete and clay items, such as paving materials and Builders, have natural differences in their size, texture and colour. Due to this, it is impossible to guarantee uniformity, particularly when the Wares are derived from various collections.

9.7 Numerous items are prone to damage due to handling and transportation (“wastage”). It is recommended to make allowances for a suitable wastage amount when you place your order.

10 Our Guarantee

Please read the following guarantee carefully as it details your rights regarding any damage or loss caused by defects in the Wares or any declarations we make. It is recommended for you to get insurance cover in case of any losses experienced.

10.1 Should you provide sufficient evidence to meet our requirements that (a) the workmanship or materials of the Wares have a defect or (b) we have failed regarding the consistency of the Wares in relation to the Contract; we shall either: (i) provide the Wares to you again according to the Contract, (ii) confirm that you are willing to keep the Wares as they are and we shall offer you a price reduction as compensation for the failure or defect or (iii) provide you with a refund for the price for these Wares as noted in the Contract. Each case is determined by the extra statements in this Term.

10.2 The aforementioned section of this Term (“the Guarantee”) – 10.1 – only applies if you provide us with written notification of the assumed failure or defect the instant it becomes known to you and, regardless, within the 12 months following the Wares’ delivery to you according to the statements within Term 4.

10.3 Should we choose to replace the Wares, the replacement Wares shall be delivered by us to you at the same location as the failed or defective Wares. This shall be done at our expense. The title pertaining to the Wares that are replaced shall be vested to us again if it was previously vested to you and you need to make the necessary plans to deliver the replaced Wares back to us.

10.4 It is essential to note the Guarantee overrides any alternative legal remedy of yours relating to the supposed failure or defect. For all such outcomes and in all such instances, our accountability shall be constrained to those detailed in the Guarantee.

10.5 No detail included in Term 10 shall act to: (a) eliminate our culpability for personal injury or death that arises from negligence by us, our employees or our agents; (b) omit the warranties and conditions indicated in the Sale of Goods Act 1979 — Section 12.

11 Accountability Limitations

11.1 Other than is detailed in the Guarantee, a representation, warranty, undertaking, term or condition that we make regarding the Wares’ quality or their appropriateness for any use or the quality of workmanship – regardless of how and when it is expressed or whether it is inferred in the trade’s statute custom or similar – is herewith rejected and the statements detailed within Sections 13 to 15 of the Sale of Goods Act 1979 cannot relate to the Contract with the exception of when you act as a customer according to the Unfair Contract Terms Act 1977, Section 12.

11.2 Other than and in the scope given within the Guarantee, we cannot be accountable to you for any damage or direct loss that exceeds the value of the Wares as stated in the Contract which you might endure by way of neglect, omission, default or act pertaining to the Wares and/or our execution of the Contract or its performance as carried out by our agents or employees.

11.3 Other than and in the scope given within the Guarantee, we cannot be accountable to you with regard to tort, contract or for violation of statutory obligation for any consequential or indirect loss, which includes financial loss, of any nature which you might endure by way of neglect, omission, act or default, which includes negligence, pertaining to the Wares and/or our execution of the Contract or its performance as carried out by our agents or employees.

11.4 No part of this Agreement holds us liable in relation to any comment, suggestion or representation concerning the Wares given by us, our employees or our agents or during discussions between us that lead to the Contract’s formation except for when we have specifically confirmed in written form that this comment, suggestion or representation shall form part of the Contract.

12 Indemnification

12.1 You confirm that we hold special credence upon the statements within the Contract and together with other remedies at our disposal, you unconditionally and irrevocably confirm that you shall compensate us, our subcontractors, our employees and our agents, who will have no obligation to alleviate their loss, on demand as well as in full. You further confirm that you shall indemnify them against any demands, proceedings, actions, claims and any indirect or direct costs, losses, damages and expenses – to include, without limits, legal fees and those due for other professional consultants, lost profit, anticipated savings, economic loss, future revenue, goodwill and reputation – and any resulting loss incurred or experienced by them or made against them. This is regardless of whether a matter partly or wholly results from the circumstances detailed below either indirectly or directly and regardless of whether the consequences or losses of the circumstances detailed below were predictable or not at the Contract’s inception: (a) your cancellation of an order after it had been accepted by us as per Term 2.1; (b) your return of our Wares or the return of them by someone on your behalf after we have delivered these Wares to you; (c) non-compliance by you regarding any of your commitments as per the Contract.

13 Guidance

13.1 In instances where we offer advice, which includes estimated quantities and/or component drawings, pertaining to the provision of Wares and associated with the Wares and any requirements, specifications or designs you may provide, the advice is offered without charge and in good conscience based on the details provided and shall not compel you to buy the Wares.

13.2 The advice given shall not form any statement that the Wares are suitable for a certain use and no responsibility shall be accepted by us for such advice given. It is your responsibility to check and corroborate the advice – to include the correctness of predicted quantities – with an engineer, architect or another qualified individual.

13.3 On the occasion that this advice is provided, we cannot be accountable to you under any circumstances for any damage or loss – whether indirect, direct, consequential or in any other way – that arises as a result of this advice, with the exception of personal injury or death resulting from our negligent behaviour.

13.4 You confirm the foundation on which this advice is provided as stated above and confirm that our culpability is eliminated and this elimination is acceptable in every circumstance.

14 Allocation of the Contract

14.1 You agree not to sublet, transfer or assign the Contract, including any portion of it unless you have gained our written approval in advance.

14.2 With the exception of representatives of our body of companies – referring to any holding company or subsidiary and subsidiary of a holding company – who can implement the Contract, it shall not be possible for a third party to implement these Terms regardless of the Contracts (Rights of Third Parties) Act 1999. In such an instance when a person is entitled to implement parts of the Contract under the Act’s terms despite not being a party to the Contract, the parties can nevertheless cancel or vary the Contract upon consent between them whilst not requiring such third party’s consent.

15 Disclaimer

15.1 Our remedies and rights regarding the Contract and with regard to your failure to comply with or observe the Contract’s Terms cannot be waived, extinguished or diminished by our allowance of any forbearance, time extension or indulgence nor by a delay or failure by us when it comes to exercising or asserting any remedies or rights.

16 Exclusion

16.1 In the event that one of more of the Terms – or any sub-paragraph, paragraph or other portion – becomes void, is said to be void or cannot be enforced for whatever reason within any pertinent law, it will be regarded as excluded from the Contract. The enforceability and/or legality of the statements that remain for these Terms shall not be impaired or affected under any circumstances.

17 Term Application

17.1 The application of the Terms and Conditions noted here (as revised or amended by us on occasion) shall be to all contracts between us hereafter.

18 Term Headings

18.1 All headings provided for these Terms are for the sake of clarity and shall have no impact on their explanation.

19 English Law and Related Jurisdiction

19.1 The Contract shall comply with and be understood in every way according to English law. All claims or disputes relating to or resulting from the Contract shall be dependent on the English courts’ jurisdiction to which each party conclusively yields.

Terms of Sale for Credit Customers: CS1113
1 Introduction

1.1 Please read these Terms and Conditions (“Terms”) carefully pertaining to Builders Megastore Limited (“we”, “us” or “our”). Use of our products and services is deemed as acceptance of our Terms by the individual, business or corporation (“you” or “your”) in relation to our products (“Wares”) as sold by us to you and the provision of services as per the contract of sale (“Contract”).

2 General Information

2.1 When we provide you with an estimate or quotation, this invites you to make an order subject to being accepted by us. The acceptance of an estimate or quotation or order made further to receiving one does not impose a binding Contract on us. A legally binding contract will come into force only when the first of this list occurs: (a) we place an order with our suppliers for the manufacture or supply of the Wares; (b) our written confirmation of the order is dispatched; or (c) the Wares are dispatched.

2.3 Only upon our written consent can these Terms be moderated.

3 Monies: Prices

3.2 Every price given excludes Value Added Tax. This is charged at the appropriate time at the applicable rate.

3.4 We retain the prerogative to impose a fee for the cost of materials relating to packaging, which includes pallets, when we deem these to be essential for delivering the Wares. When you return any of the packaging materials to us in a satisfactory condition that we have already charged you for, we shall provide you with a credit note relating to this. In the event a supplier is given the packaging materials, a credit note shall only be issued by us at the point we acquire the related credit from the supplier. Regardless of whether you are waiting for such credits, you shall not make any deductions based on this.

3.5 If you have any doubt about the price charged, it is essential to provide us with written notification. This must be done stringently within 21 days of the invoice date. If we do not receive this written notice from you, the invoice will be considered to be due and you shall need to make payment in keeping with the statements detailed in Term 7 to follow.

4 Delivery of Wares and Transfer of Risk

4.1 The Wares shall either be transported to you to arrive at the location confirmed as per the Contract or to a mutually agreed address. In the event that no delivery location is agreed or confirmed, delivery of the Wares shall occur at our establishment directly before they are loaded ready to be dispatched to you.

4.2 At the point the Wares are placed into the vehicle ready for dispatch and transportation to you, they become your liability regardless of whether the vehicle belongs to us, you or a third party.

4.3 We shall be permitted to deliver the Wares in instalments and then invoice you as per the individual instalments dispatched.

4.4 Any time or date for delivery advised by us either before the commencement of the Contract or during it is an approximation rather than an obligation. This is the case regardless of whether a delivery time and date is given in written form or by other means. The time of the delivery is not considered to be the most important factor concerning delivery of the Wares. We are not obligated to comply with any time or date of delivery stipulated by you.

4.5 When delivering to your premises or a mutually agreed location, you need to ensure measures have been taken to allow for the safe and efficient unloading of the Wares in an acceptable time frame. It is essential for you to check the suitability of all access points and approach roads. If you fail to adhere to these measures and we incur additional costs because of this, you shall be liable to refund us for these expenses.

4.6 When using our own transport or that of a third party to deliver the Wares to you, you are liable to compensate us for further costs and to indemnify us from any proceedings or allegations that may arise from issues with delivery notes to be signed off, facilities available for offloading, delays due to insufficient access to or exit from the establishment and any other issue resulting from your negligence or that of your employees.

4.7 When using transport belonging to a third party to deliver the Wares, we cannot be held accountable for any damage caused by an omission or careless act by the third party or its representatives assuming we have taken adequate steps when choosing the third party.

5 Examination of the Wares

5.1 It is your duty to inspect the Wares immediately once they have been delivered at the agreed location as per the Contract whether we have delivered directly or arranged delivery. It is essential to check the Wares match those stated in the delivery note issued by us or your order and are the correct quantity as per either of those documents. It is also imperative to inspect the Wares to ascertain whether any damage has been caused to them in transit.

5.2 If there is any inconsistency regarding quantity, description or quality between the Wares detailed in your order or the delivery note issued by us and those delivered and if any damage has been caused to the Wares during transportation, you must notify us in written form. This must be done within 3 working days of the arrival of the Wares at your delivery location. When the Wares have not been delivered, you must provide us with written notice within 3 working days once you have received our invoice, the delivery note issued by us or applicable monthly account statement — whichever is first. We cannot be held accountable in regard to damage during transit or for non-delivery, whether in full or a portion, unless you strictly adhere to the statements within Term 5.

5.3 In the event of your collection of the Wares or when you have arranged delivery or collection of the Wares, we shall not accept any claim of incorrect Wares or an incorrect quantity of Wares as detailed in the delivery note issued by us or your order at the point the Wares leave the location at which they were taken from.

5.4 With no bearing on the statements made in Term 10, you shall be regarded as having accepted the Wares to be consistent as per the Contract except in the event you provide us with written notification detailing any flaw in workmanship or materials or the failure to adhere to design specifications or alternative information that you have provided or any further deficiency of the Wares in compliance with the Contract being noticeable upon inspection of the Wares and testing thereof within a period of 14 days.

6 Order Cancellation

6.1 It shall only be permitted for you to void an order or a portion of your order that we have already accepted when you have our previous written consent. You must indemnify us against all expenses, charges, costs, damage and loss, which includes but is not limited to a loss in profit, we may be subjected to regarding such an order. It should be noted we are under no obligation to permit a cancellation and can still fulfil the Contract regardless of your claim for a cancellation.

7 Monies: Payment, Lien and Set-Off

7.1 You shall pay for the Wares in net cash by the final day in the month directly after the month during which you received delivery of the Wares at the latest or by the final day of the month directly after we have received an invoice from our supplier for the purchasing cost of the Wares — whichever is earliest.

7.2 Should you: (a) neglect to adhere to your payment commitments; or (b) overstep the agreed credit limit, regardless of whether you know about this or not; it should be noted that we may refuse the dispatch of any portion of the Wares left to be dispatched, postpone the manufacturing of Wares waiting to be fabricated, postpone our execution of any contract held between us or demand that you pay for Wares before they are dispatched to you.

7.3 In the event any amount due to us from you as per the Contract or an alternative contract remains unpaid either on or prior to the date the payment is due, all amounts owed to us by you shall be due and liable for payment instantly.

7.4 Any amount owed by you as the cost of the Wares which you fail to pay on or prior to the payment due date shall incur interest before judgment as well as after judgment and this shall be charged at the statutory rate. We shall have entitlement to acceptable costs for debt recovery as detailed within the Late Payment of Commercial Debts (Interest) Act 1998 as well as the cost for acquiring payment or judgment that includes all acceptable professional costs, which include legal fees as well as further costs involved when dealing with a procedure for debt recovery.

7.5 It will not be permitted for you to set-off against monies owed to us as per the Contract with any sum you require from us regardless of inclusion within the Contract or another contract that exists between us. It is permitted for us to set-off monies we owe you against amounts due to be paid to us as per the Contract. Contingent upon Term 5.4, payment made by you for an invoice is considered to be your acknowledgment that the Wares and price you have been charged adheres to the Contract.

7.6 With no compromise to other remedies and rights that may exist within the Contract, it is understood we shall have a lien on all of your property and goods that we hold in respect of any debts you owe to us. After providing you with 14 days’ notice, we shall be permitted to deal with your property or goods in any way we deem suitable to recoup the money owed by you to us.

8 Title to the Wares

8.2 Before such time as the property in and title to the Wares shall be passed to you, these statements shall be applicable: (a) we might expect you to make delivery of the Wares to us at any moment and without any previous notice and we have the right to reclaim and sell the Wares again if any occurrences mentioned in Term 15 take place or if a sum payable to us by you as per the Contract or an alternative contract or account is unpaid at the point it is due; (b) you are liable to store the Wares in the correct manner keeping to conditions that preserve and protect them adequately without applying a cost to us and you shall not interfere with identification that is displayed on the Wares or the packaging, ensuring instead that it is clearly identifiable that they are our belongings. We have the right to check the Wares that are stored at any time within usual business hours and shall provide you with acceptable notice of this intention and we are entitled to enter any establishment you control, occupy or own to carry out this exercise.

8.3 The remedies and rights that apply to us as detailed in this Term 8 are extra to and cannot restrict, limit or prejudice any of the other remedies or rights that apply to us within the Contract in any way.

8.4 Permission is granted for you to sell the Wares during the usual context of your work and to transfer good title of the Wares to your clients who are buyers in good conscience without notification of our prerogatives; however, you shall not have permission to provide any warranty or representation on behalf of us with regard to the Wares. This privilege shall end automatically should any event that is noted in Term 15 occur and/or should any amount owed by you to us not be paid at the point it is due.

9 Execution of the Contract

9.1 Delivery times and dates given are intended as guides and are not mandatory. When Wares are noted as being available on an “ex stock” basis or a similar description, this means they are delivered in accordance with their availability. In the event we have strived to adhere to the date of delivery but have been unable to meet it, this shall not be deemed an infraction of the Contract and you shall be unable to claim for damages from us and/or to end the Contract. We shall be permitted a reasonable amount of time after this delivery date within which to deliver or dispatch the Wares to you.

9.2 In the event that circumstances that are beyond our control should affect our execution of the Contract, whether in full or in part, we may have no alternative but to postpone our execution of the Contract while we continue to be affected by these circumstances and this postponement shall not be deemed a breach of the Contract. Circumstances that are out of our control include but are not limited to harsh weather conditions, fire, a shortage of materials, failure or breakdown of machinery or power, industrial disputes, war or a threat thereof, a reduction or interruption in mode of transport or communications and actions or decisions made by government or other authoritative bodies.

9.4 Should our execution of the Contract be postponed further to accepting your request or delayed due to your default – which can include but is not limited to incorrect or insufficient instructions or an unwillingness to take delivery of or to collect the Wares – we shall have the right to receive payment as per the Contract relating to all portions of the Wares that have previously been dispatched to you, were awaiting dispatch or were in the process of being manufactured before the delay or postponement occurred. We are also entitled to receive payment for a loss in profit as well as extra costs incurred, such as for insurance, interest and storage. It should be noted that (a) the Wares shall be stored at your risk starting from the date they are available for dispatch; (b) if you do not take delivery of or collect the Wares or any portion of the Wares within 28 days after we have notified you that the Wares are available for delivery or collection, we shall be permitted to sell them and use the sale proceeds to pay off any outstanding debt you may owe us. This is without compromising any other remedies noted in the Contract for such an infraction.

9.6 When we supply you with a specimen, it is to be understood that this is purely to indicate the colour, type and quality of a product and does not comprise an ensuing sale.

10 Our Guarantee

10.5 No detail included in Term 10 shall act to: (a) eliminate our culpability for personal injury or death that arises from negligence by us, our agents or our employees; (b) omit the warranties and conditions indicated in the Sale of Goods Act 1979 — Section 12.

11 Accountability Limitations

11.1 Other than is detailed within the Guarantee, a representation, warranty, undertaking, term or condition that we make regarding the Wares’ quality or their appropriateness for any use or the quality of workmanship – regardless of how and when it is expressed or whether it is inferred in the trade’s statute custom or similar – is herewith rejected and the statements detailed within Sections 13 to 15 of the Sale of Goods Act 1979 cannot relate to the Contract with the exception of when you act as a customer according to the Unfair Contract Terms Act 1977, Section 12.

11.2 Other than and in the scope given within the Guarantee, it should be noted we cannot be accountable to you for any damage or direct loss that exceeds the value of the Wares as stated in the Contract which you might endure by way of neglect, omission, default or act pertaining to the Wares and/or our execution of the Contract or its performance as carried out by our agents or employees. Our accountability regarding direct loss resulting in violation of statutory duty or in tort shall be restricted to the amount of £500,000.

11.3 Other than and in the scope given within the Guarantee, it should be noted we cannot be accountable to you with regard to tort, contract or for violation of statutory obligation for any consequential or indirect loss, which includes financial loss, of any nature which you might endure by way of neglect, omission, act or default, which includes negligence, pertaining to the Wares and/or our execution of the Contract or its performance as carried out by our agents or employees.

11.4 No part of this agreement holds us liable in relation to any comment, suggestion or representation concerning the Wares given by us, our agents or our employees or during discussions between us that lead to the Contract’s formation except for when we have specifically confirmed in written form that this comment, suggestion or representation shall form part of the Contract.

12 Indemnification

12.1 You confirm that we hold special credence upon the statements within the Contract and together with other remedies at our disposal, you unconditionally and irrevocably confirm that you shall compensate us, our subcontractors, our employees and our agents, who will have no obligation to alleviate their loss, on demand as well as in full. You further confirm that you shall indemnify them against any demands, proceedings, actions, claims and any indirect or direct costs, losses, damages and expenses – to include, without limits, legal fees and those due for other professional consultants, lost profit, anticipated savings, economic loss, future revenue, goodwill and reputation – and any resulting loss incurred or experienced by them or made against them. This is regardless of whether a matter partly or wholly results from the circumstances detailed below either indirectly or directly and regardless of whether the consequences or losses of the circumstances detailed below were predictable or not at the Contract’s inception: (a) your cancellation of an order after it had been accepted by us as per Term 2.1; (b) your return of our Wares or their return by someone on your behalf after we have delivered these Wares to you previously; (c) non-compliance by you regarding your commitments as per the Contract.

13 Guidance

13.4 You confirm the foundation on which this advice is provided as stated above and confirm that our culpability is eliminated and this elimination is acceptable in every circumstance.

14 Allocation of the Contract

14.1 You agree not to sublet, transfer or assign the Contract, including any portion of it unless you have gained our written approval in advance.

15 Insolvency of or Violation of the Contract by the Client

15.1 Should one or more of the events listed next occur or should we feel that they are likely to happen: (a) you violate any part of the Contract or an alternative contract that exists between us; or (b) an incident that may entitle your landlord to use any privilege of possession, seizure or distress against the Wares; or (c) any diligence or distress enactment is charged on your property or wares and remains unpaid within a period of 7 days; or (d) you propose to make plans with or to benefit your creditors or your partner’s creditors (if you belong to a partnership) in general or you or such a partner is presented with: (i) a bankruptcy petition; (ii) a sequestration petition; or (e) as a limited company, you seem unable to make payment of your debts as per Section 123 in the Insolvency Act 1986 or instigate a consultation or put forth or have put forth a petition to determine or put forth or have put forth a petition to nominate a person as administrator or include a judicial aspect, a manager and receiver, an administrative receiver or a receiver delegated to the whole of or a portion of your enterprise dealing with assets or property; or (f) should a county court or a High Court division (or their equivalents in Scotland) have made a judgment or award against you; then the permission given to you to sell Wares title to that which is still ours shall end and we can, without compromise to any remedies or rights we might have on you, postpone further execution of the Contract immediately or end the Contract as deemed suitable by us. Despite such a termination or postponement, you are obliged to make payment to us as per the Contract for any Wares manufactured or dispatched by us before any termination or postponement and you are obliged to reimburse us against liability losses and for any expense incurred in relation to the Contract to include, without restriction, expenses, liabilities and a loss in profit related to tooling and raw materials made or gained in the interest of the Contract as well as the overhead expenses and labour costs that are fairly accountable under the Contract.

16 Disclaimer

16.1 It should be noted our remedies and rights regarding the Contract and with regard to your failure to comply with or observe the Contract’s Terms cannot be waived, extinguished or diminished by our allowance of any forbearance, time extension or indulgence nor by a delay or failure by us when it comes to exercising or asserting any remedies or rights.

17 Exclusion

17.1 In the event that one of more of the Terms – or any sub-paragraph, paragraph or other portion – becomes void, is said to be void or cannot be enforced for whatever reason within any pertinent law, it will be regarded as excluded from the Contract. The enforceability and/or legality of the statements that remain for these Terms shall not be impaired or affected under any circumstances.

18 Term Application

18.1 The application of the Terms and Conditions noted here (as revised or amended by us on occasion) shall be to all contracts drawn up between us hereafter.

19 Term Headings

19.1 All headings provided for these Terms are for the sake of clarity and shall have no impact on their explanation.

20 English Law and Related Jurisdiction

20.1 The Contract shall comply with and be understood in every way according to English law. All claims or disputes relating to or resulting from the Contract will be dependent on the English courts’ jurisdiction to which each party conclusively yields.

Terms of Sale for Self Builders: AH0617
1 Introduction

1.1 Please read these Terms and Conditions (“Terms”) carefully pertaining to Builders Megastore Limited (“we”, “us” or “our”). Use of our products and services is deemed as acceptance of our Terms by the individual (“you” or “your”) in relation to our products (“Wares”) as sold by us to you and the provision of services as per the contract of sale (“Contract”).

2 General Information

2.3 Only upon our written consent can these Terms be moderated.

3 Monies: Prices

3.2 Every price given excludes Value Added Tax. This is charged at the appropriate time at the applicable rate.

3.3 We retain the prerogative to impose a fee for the cost of materials relating to packaging, which includes pallets, when we deem these to be essential for delivering the Wares. When you return any of the packaging materials to us in a satisfactory condition that we have already charged you for, we shall provide you with a credit note relating to this. In the event a supplier is given the packaging materials, a credit note shall only be issued by us at the point we acquire the related credit from the supplier. Regardless of whether you are waiting for such credits, you shall not make any deductions based on this.

3.4 Upon agreement of taking Wares back into our stock that have previously been delivered to you, we shall retain the authority to levy a handling fee, which you confirm is an honest reflection of the expenses incurred by us. When you deliver the Wares back to us, this handling fee denotes up to 15 per cent of the Wares’ value. When we make arrangements to collect the Wares, the handling fee denotes up to 25 per cent of the Wares’ value.

4 Delivery of Wares and Transfer of Risk

4.2 At the point the Wares are placed into the vehicle ready for dispatch and transportation to you, they become your liability regardless of whether the vehicle belongs to us, you or a third party.

4.3 We shall be permitted to deliver the Wares in instalments and then invoice you as per the individual instalments dispatched.

5 Examination of the Wares

5.1 It is your duty to inspect the Wares immediately once they have been delivered at the agreed location as per the Contract whether we have delivered directly or arranged delivery. It is essential to check the Wares match those stated in the delivery note issued by us or your order and are the correct quantity as per either of those documents. It is also imperative to inspect the Wares to ascertain whether any damage has been caused to them in transit.

5.3 Should non-delivery or an alleged short-delivery of the Wares occur, you must provide us with written notification within 3 working days of your acceptance of the delivery note issued by us or the invoice — whichever is first. Unless you adhere to this Term, we shall not consider any claim in relation to damage during transportation, short-delivery or non-delivery.

5.5 With no bearing on the statements made in Term 10, you shall be regarded as having accepted the Wares to be consistent as per the Contract except in the event you provide us with written notification detailing any flaw in workmanship or materials or the failure to adhere to design specifications or alternative information that you have provided or any further deficiency of the Wares in compliance with the Contract being noticeable upon inspection of the Wares and testing thereof within a period of 14 days.

6 Order Cancellation

7 Monies: Payment, Lien and Set-Off

7.1 You shall pay for the Wares in net cash by the final day in the month directly after the month during which you received delivery of the Wares.

7.4 Any amount owed by you as the cost of the Wares which you fail to pay on or prior to the payment due date shall incur interest before judgment as well as after judgment and this shall be charged at the statutory rate until payment is made. We shall have entitlement to acceptable costs for debt recovery as well as the cost for acquiring payment or judgment that includes all acceptable professional costs, which include legal fees as well as further costs involved when dealing with a procedure for debt recovery.

7.5 It will not be permitted for you to set-off against monies owed to us as per the Contract with any sum you require from us regardless of inclusion within the Contract or another contract that exists between us. It is permitted for us to set-off monies we owe you against amounts due to be paid to us as per the Contract. Contingent upon Term 5.5, payment made by you for an invoice is considered to be your acknowledgment that the Wares and price you have been charged adheres to the Contract.

8 Title to the Wares

8.2 Before such time as the property in and title to the Wares shall be passed to you, these statements shall be applicable: (a) we might expect you to make delivery of the Wares to us at any moment and without any previous notice and we have the right to reclaim and sell the Wares again if any occurrences mentioned in Term 15 take place or if a sum payable to us by you as per the Contract or an alternative contract or account is unpaid at the point it is due; (b) you are liable to store the Wares in the correct manner keeping to conditions that preserve and protect them adequately without applying a cost to us and you shall not interfere with identification that is displayed on the Wares or the packaging, ensuring instead that it is clearly identifiable that the belongings are ours. We have the right to check the Wares that are stored at any moment within usual business hours and shall provide you with acceptable notice of this intention and we are entitled to enter any establishment you control, occupy or own to carry out this exercise.

9 Execution of the Contract

9.4 Should our execution of the Contract be postponed further to accepting your request or delayed due to your default – which can include but is not limited to incorrect or insufficient instructions or an unwillingness to take delivery of or to collect the Wares – we shall have the right to receive payment as per the Contract relating to all portions of the Wares that have previously been dispatched to you, were awaiting dispatch or were in the process of being manufactured before the delay or postponement occurred. We are also entitled to receive payment for a loss in profit as well as extra costs incurred, such as for insurance, interest and storage. It should be noted that (a) the Wares shall be stored at your risk starting from the date they are available for dispatch; (b) if you do not take delivery of or collect the Wares or any portion of the Wares within a period of 28 days after we have notified you that the Wares are available for delivery or collection, we shall be permitted to sell them and use the sale proceeds to pay off any outstanding debt you may owe us. This is without compromising any other remedies noted in the Contract for such an infraction.

9.6 When we supply you with a specimen, it is to be understood that this is purely to indicate the colour, type and quality of a product and does not comprise an ensuing sale.

10 Our Guarantee

10.3 Should we choose to exchange the Wares, the replacement Wares shall be delivered by us to you at the same location as the failed or defective Wares. This shall be done at our expense. The title pertaining to the Wares that are replaced shall be vested to us again if it was previously vested to you and you need to make the necessary plans to deliver the replaced Wares back to us.

11 Accountability Limitations

11.4 No part of this agreement holds us liable in relation to any comment, suggestion or representation concerning the Wares given by us, our employees or our agents or during discussions between us that lead to the Contract’s formation except for when we have specifically confirmed in written form that this comment, suggestion or representation shall form part of the Contract.

12 Indemnification

12.1 You confirm that we hold special credence upon the statements within the Contract and together with other remedies at our disposal, you unconditionally and irrevocably confirm that you shall compensate us, our subcontractors, our employees and our agents, who will have no obligation to alleviate their loss, on demand as well as in full. You further confirm that you shall indemnify them against any demands, proceedings, actions, claims and any indirect or direct costs, losses, damages and expenses – to include, without limits, legal fees and those due for other professional consultants, lost profit, anticipated savings, economic loss, future revenue, goodwill and reputation – and any resulting loss incurred or experienced by them or made against them. This is regardless of whether a matter partly or wholly results from the circumstances detailed below either indirectly or directly and regardless of whether the consequences or losses of the circumstances detailed below were predictable or not at the Contract’s inception: (a) your cancellation of an order after it had been accepted by us as per Term 2.1; (b) your return of our Wares or their return by someone on your behalf after we have delivered these Wares to you previously; (c) non-compliance by you regarding your commitments as per the Contract.

13 Guidance

13.3 On the occasion that this advice is provided, we cannot be accountable to you under any circumstances for any damage or loss – whether consequential, direct or in any other way – that arises as a result of this advice, with the exception of personal injury or death resulting from our negligent behaviour.

13.4 You confirm the foundation on which this advice is provided as stated above and confirm that our culpability is eliminated and this elimination is acceptable in every circumstance.

14 Allocation of the Contract

14.1 You agree not to sublet, transfer or assign the Contract, including any portion of it unless you have gained our written approval in advance.

15 Insolvency of or Violation of the Contract by the Client

16 Disclaimer

17 Exclusion

18 Term Application

18.1 The application of the Terms and Conditions noted here (as revised or amended by us on occasion) shall be to all contracts drawn up between us hereafter.

19 Term Headings

19.1 All headings provided for these Terms are for the sake of clarity and shall have no impact on their explanation.

20 English Law and Related Jurisdiction

Purchasing Terms: SB0617
1 Terminology and Clarification Thereof

1.1 Unless otherwise required in the context, within these Terms: “Terms” refers to the following terms and conditions plus exclusive ones that have been confirmed in written form between the Supplier and Builders Megastore; any contract made between the Supplier and Builders Megastore regarding the acquisition of Wares and/or Services is referred to as “Contract”; and “Builders Megastore” means Builders Megastore Limited. “Wares” refers to the goods, which includes any portion or portions of them, that the Supplier must equip Builders Megastore with in accordance with the order and in line with these Terms. “Wares Legislation” refers to any relevant statutory rule, directive, order, regulation, statue or alternative instrument bearing force of law (to include any order or directive decreed by any capable supranational group), the United Kingdom Accreditation Service (UKAS), all European and British standards and all additional forms of legislation currently in force that relate to, without limit, the manufacture (to include chemicals or raw materials used within the process of production), storage, packaging, carriage, delivery, installation and usage of the Wares or the supply of Services; “Services” refers to the services the Supplier must give to Builders Megastore in accordance with the Order in line with these Terms; “Order” refers to an order made by Builders Megastore to the Supplier in relation to the provision of Services or Wares in such a manner as Builders Megastore may decide occasionally, to include orders produced by email, letter or facsimile transmission in line with Term 2.2; “Supplier” refers to the individual, company or firm that the Order shall be addressed to; “Specification” refers to Builders Megastore’s stipulations or specifications for the Services and/or Wares as noted in written form to the Supplier; “Incoterms” refers to the internationally accepted and recognised rules covering the interpretation of commercial terms as published by the International Chamber of Commerce 2010.

1.2 It should be noted the phrases and words “to include”, “including”, “in particular”, “especially”, “other” and “alternative” shall not restrict the previous words’ generality or be interpreted as being restricted to a comparable category as any previous words in the instance a broader arrangement can be made.

2 Contract Foundation

2.1 These Terms are what the Contract shall be based on excluding any alternative terms and conditions (to include terms and conditions that the Supplier may try to administer under an invoice, Order Acknowledgement, quotation or additional document the Supplier may provide). These Terms are without compromise to and in addition to any entitlements or rights of Builders Megastore implied or conferred by common law, statute or elsewhere.

2.2 An Order constitutes an offer provided to the Supplier by Builders Megastore and when the Supplier accepts the Order the Contract will come into force. Except in the circumstance when an Order may already have been retracted by Builders Megastore, Orders will be considered accepted unless the Supplier refuses them by giving written notice with 7 days from the relevant Order date. It is essential for the number of the Order to be referenced on every invoice, advice note and correspondence pertaining to the relevant Order.

2.3 Builders Megastore has the sole authority to become involved in Contracts (or ask for Services or Wares to be executed or delivered in accordance with the Contract). It shall not be allowed for any client of Builders Megastore to become involved in Contracts (or ask for Services or Wares to be executed or delivered in accordance with the Contract) in the interests of Builders Megastore or to act as a representative for Builders Megastore. In the same way, Builders Megastore cannot be accountable to make payments for Services or Wares that were requested in an order by and/or delivered as a result of a demand made direct to the Supplier by a client of Builders Megastore, although Builders Megastore may choose to make payment of such invoices with no compromise to its prerogative to deny payment of subsequent invoices.

3 Wares Delivery

3.1 In instances when Wares are shipped from inside the UK, the Wares’ delivery shall occur at the premises for Builders Megastore unless stated to the contrary within the Order. In instances when Wares are shipped from areas outside the UK, the Wares will be Delivered Duty Paid (as per Incoterms 2010) to the premises for Builders Megastore unless stated to the contrary within the Order. Every delivery shall be marked distinctly in line with the Order and/or Specification.

3.2 With the exception of when it is otherwise required in the context, any expression or term that is given a certain meaning or defined in the use of Incoterms will retain the same interpretation within these Terms; however, should a conflict arise between these Terms and the use of Incoterms, these Terms shall have priority.

3.3 The delivery time is crucial under the Contract. There is no obligation for Builders Megastore or its client to consent to the Wares’ delivery prior to the delivery time specified but it has the authority to.

3.4 It should be noted that Builders Megastore can cancel an Order (despite the fact the Order may have been accepted by the Supplier) or postpone the Wares’ delivery without suffering any accountability at any point.

3.5 Builders Megastore has the prerogative to alter its instructions for delivery at any point.

3.6 Documentation confirming delivery must accompany the Wares and include the number of the Order.

3.7 Builders Megastore is under no obligation to accept any type or quantity of the Wares that are different from those detailed in the Order or Specification.

3.8 To ensure the Wares arrive at their destination in satisfactory condition and without any damage, the Supplier shall pack and secure them carefully. Builders Megastore is under no obligation to return the packaging materials to the Supplier.

4 Clients of Builders Megastore

4.1 Occasionally Builders Megastore may provide an estimated schedule for delivery to the Supplier, setting out the expected requirements of the clients belonging to Builders Megastore for the Services and Wares. The schedules for delivery will note the delivery dates according to when it shall be expected the Wares will be needed by as well as the approximate quantity of Wares and are solely for the purposes of information and shall not be enforceable in law. The clients of Builders Megastore may not validate the schedules of delivery and Builders Megastore shall not be accountable to make payment for any Wares except in the event Builders Megastore individually and specifically gave authorisation for the particular delivery, in other words, Builders Megastore must authorise all “call offs” before every delivery, without compromise to the statements within Terms 3.4 and 3.5.

4.2 In cases when the Wares’ delivery shall be made straight to a client of Builders Megastore, the Supplier shall only deliver the quantity, quality and type of Wares as detailed in the Specification and/or Order.

5 Approval of the Wares

5.1 It cannot be considered that Builders Megastore has accepted any Wares (or the client of Builders Megastore should the Supplier deliver the Wares straight to Builders Megastore’s client) until an acceptable period has been given to Builders Megastore to check the Wares after their delivery or following an occasion when a hidden flaw has emerged of a minimum of 7 days after the Wares’ delivery or the Services have been finalised or 7 days from detecting the hidden flaw. To avoid any doubt, no testing or inspection by Builders Megastore (or the clients of Builders Megastore) either before delivery or after the Wares have been delivered or the placement of a signature on a delivery note or similar document confirming actual receipt of the Wares shall be considered to evidence or constitute approval or acceptance of the Wares as regards to the Sale of Goods Act 1979 (revised version) nor be considered a forfeit of rights for Builders Megastore (or its client) to either return or cancel all or a portion thereof in the event the Wares are noted to be faulty or in contrast with the Specification, Contract or Order.

5.2 It is the responsibility of the Supplier to inform Builders Megastore swiftly of any issue that it is aware of or should be within reason, as the Wares’ supplier, in relation to Builders Megastore’s handling, assembly, transportation, storage or usage of the Wares (to include guidance or legislation from legal, professional or responsible bodies regarding raw materials utilised when manufacturing the Wares) and the proposed actions or actions already taken and the actions that should be taken by Builders Megastore regarding such issues.

6 Title to and Risk in the Wares

6.1 The Wares shall remain at the Supplier’s risk until such time as delivery occurs as per the Contract at which point, without compromise to a right of refusal that Builders Megastore might have by law or within the Contract, risk in and title to the Wares must transfer to Builders Megastore, assuming that if the Wares are paid for by Builders Megastore before they are delivered, title to such Wares must transfer to Builders Megastore at the point the payment has been made.

7 The Supply of Services

7.1 Should the Contract be for or include Services that shall be carried out via the Supplier, the Supplier warrants, represents and undertakes to Builders Megastore and the clients of Builders Megastore that: (a) all Services shall be carried out by the Supplier stringently in line with the Specification and the Order; (b) the Services shall be provided by the Supplier with the utmost level of care, diligence and skill as well as in a workmanlike and good manner in line with the statements within these Terms; (c) all Services shall be completed by relevantly trained and qualified personnel to an exceptionally high standard and with due diligence as is acceptable for Builders Megastore to rely upon in every circumstance; (d) the Supplier and its workforce shall abide by: (i) all Wares Legislation to the optimal practice within the applicable industry of the Supplier; and (ii) all site codes and procedures and the security and safety standards as per Builders Megastore and Builders Megastore’s clients; and (iii) all acceptable guidelines and instructions issued on occasion by Builders Megastore; (e) the execution time relating to the Services is of utmost importance under the Contract.

8 Monies: Prices and Settlement

8.1 The prices of the Services and/or Wares shall be charged in British pounds and will be declared in the quotation or the Order. Should there be a discrepancy between the prices in the quotation and the Order, the price will be that stated within the Order. It must be noted the Supplier shall not alter the price before delivery of the Services and/or Wares. The price is to include all insurance, labelling, packaging, delivery costs, packing and any further costs that the Supplier may incur relating to the Wares and delivery of the Wares unless detailed differently within the Order.

8.2 Each amount payable as per the Contract shall include VAT – except for when stated to the contrary within the Order – as well as any other duties or applicable taxes that may be owed.

8.3 It is essential for the Supplier to provide an invoice for Builders Megastore within 4 days of the Wares’ delivery or finalisation relating to the Services carried out and a statement of account is to be acquired within a period of 7 days of the conclusion of the delivery month of the Wares or finalisation of the Services carried out. If this does not occur, Builders Megastore has the right to defer settlement of the account pertaining to the Supplier until the next payment month with no forfeiture of any discounts.

8.4 When invoices are presented prior to the time frames detailed in Term 8.3, they shall be considered to have been acquired on the delivery date of the Wares or date the Services have been finalised.

8.5 The form of the invoices shall match the specification as determined on occasion by Builders Megastore and the invoices must include the address of the registered office of Builders Megastore.

8.6 Except for when it is stated to the contrary within the Order, the cost of the Services or Goods shall be paid by Builders Megastore within a period of 45 days following the month end of the latest of: (a) Builders Megastore’s receipt of a statement of account and invoice issued in line with Term 8.3 above; or (b) finalisation of the Services or delivery of the Wares. Under no circumstances whatsoever shall Builders Megastore pay interest within this Contract. Sums may be paid by Builders Megastore by cheque or by BACS.

8.7 It should be noted the prices applied to Builders Megastore from the Supplier shall not be in excess of those prices the Supplier charges to another customer who purchases similar or identical Services and/or Wares in equal quantities or smaller ones and Builders Megastore shall be warranted to receive a discount for volume of purchase, bulk procurement or prompt payment as is customarily given from the Supplier.

8.8 Should the price detailed within the Order relate to a “cost plus” or “time and materials” idea or something similar, access shall be given to Builders Megastore by the Supplier to all information and documents that the Supplier has under its command or possesses so as to allow Builders Megastore to become satisfied that the sum the Supplier charged is correctly and properly charged pursuant to the Contract. Furthermore, in case of default Builders Megastore shall be permitted to keep payment back either in part or in whole until Builders Megastore is satisfied the default is corrected.

8.9 Should the Supplier owe any sums to Builders Megastore, Builders Megastore shall have the authority to set-off these sums against amounts owed by Builders Megastore to the Supplier under this Contract, in connection with it or with regard to an alternative Contract. It should be noted the Supplier cannot apply any sum due to Builders Megastore under this Contract towards payment or in payment of an amount still owed to the Supplier by Builders Megastore in connection with any issue at all.

8.10 A payment made to the Supplier by Builders Megastore in relation to any Wares refused under these Terms in addition to any extra payment on top of the price detailed within the Order justly incurred by Builders Megastore when obtaining alternative goods to replace any refused Wares will be paid to Builders Megastore from the Supplier within a period of 7 days from the notice date as provided by Builders Megastore requesting such a payment or, at the sole option of Builders Megastore, shall be subtracted from the amount owed to the Supplier by Builders Megastore.

8.11 In the event Builders Megastore has a genuine disagreement in relation to the entire or any portion of an invoice, Builders Megastore shall have the authorisation to refuse that invoice’s payment. Builders Megastore and the Supplier shall collaborate in good conscience to settle the disagreement regarding such invoice as promptly and amicably as they can. Once the disagreement regarding the invoice has been settled, Builders Megastore shall pay the agreed sum (if applicable) in line with these Terms as though the Services were executed or the Wares were supplied on the actual date that the disagreement relating to such an invoice was confirmed as being dealt with.

9 Assurances

9.1 It should be noted that the Supplier warrants, represents and undertakes to Builders Megastore and the clients of Builders Megastore that the Wares as well as the labelling and packaging for the Wares shall: (a) include complete, comprehensible and accurate instructions pertaining to the assembly, treatment, storage and/or use of the Wares; (b) comply with the Specification as well as Builders Megastore’s instructions, and shall in any other way match the criteria of the Contract and the Order; (c) have acceptable quality, have no defects in workmanship or materials and be suitable for their planned use (regardless of whether that use is expressly stated or implied in the Contract, Orders or Specification) and Section 33 as detailed in the Sale of Goods Act 1979 will not be applicable; (d) have no design or inherent flaws (except when the Wares have been provided in line with Builders Megastore’s designs); (e) conform with all Wares Legislation; and (f) stringently adhere to description, quantity and quality with samples offered from the Supplier in order to provide Wares of that nature.

9.2 It is the duty of the Supplier to assign or transfer to Builders Megastore or the clients of Builders Megastore or else acquire for the advantage of Builders Megastore or the clients of Builders Megastore any warrantee, guarantee or alternative validation of quality, fitness for use or title provided by a producer of the Wares in relation to the Wares (or portion of the Wares) in so far as the same can make such an assignment or transfer to Builders Megastore or otherwise offer such advantage for Builders Megastore or its clients.

9.3 Should the Supplier violate any requirement, warranty or obligation within the Contract relating to the Services or Wares or the Wares or any portion relating to the Wares fail to be delivered according to the designated time or in the event the delivered Wares may be damaged then Builders Megastore shall be permitted at its own discretion with no accountability to the Supplier (that may arise from such activity) and with no compromise to any remedy or right Builders Megastore may possess to carry out one or more of these measures as follows: (a) void the Contract then consider the matter as though the Supplier never participated in the Contract; and/or (b) refuse the relevant Wares (in full or a portion of such Wares) and any Wares previously delivered that are unable to be commercially and effectively utilised due to the non-delivery concerning any Wares that are undelivered; and/or (c) reject any further Wares’ delivery; and/or (d) seek reimbursement against the Supplier for costs acceptably incurred by Builders Megastore or the client of Builders Megastore in acquiring alternative services or wares from a different provider; and/or (e) expect the Supplier to repair or replace the Wares or fulfil such work that is deemed necessary at its own cost within a period of 14 days to ensure the Wares comply with the Specification, Order or Contract; and/or (f) expect the Supplier to re-perform the Services as per the Order, Specification and Contract at its own cost within a period of 7 days; and/or (g) consider this Contract to be dismissed due to the Supplier’s violation and: (i) postpone settlement of the cost for the Services and Wares until the provisions of the Order, Specification and Contract have been fully realised, (ii) decline settlement of the cost for the Services and Wares; or (iii) expect the reimbursement of any portion of the cost of the Services or Wares that has been paid by Builders Megastore regardless of whether Builders Megastore has already needed the Supplier to provide replacement Wares, re-perform the Services or make repairs to the Wares; and/or (h) demand such damages that Builders Megastore or a client of Builders Megastore may have incurred further to a violation of the Contract by the Supplier.

9.4 In the event Builders Megastore states any Order has failed to be completed or is completed incorrectly, it shall be assumed the Supplier accepts the claim’s validity unless written notice is served on Builders Megastore in dispute of the claim and advising of the arguments for this dispute within a period of 7 days from the claim’s date.

9.5 Should Builders Megastore apply any right as per these Terms, Builders Megastore can at its complete discretion expect the Supplier to arrange collection of the appropriate Wares immediately or send the Wares back to the Supplier with this being at the expense of the Supplier.

9.6 The rights available to Builders Megastore under these Terms are additional to all statutory remedies Builders Megastore has access to.

10 Recall of Products

10.1 Immediate written notification shall be given by the Supplier to Builders Megastore giving all pertinent details should it realise that there exists: (a) any flaw in the Wares that were at any time delivered to Builders Megastore; or (b) any omission or mistake within the instructions relating to the assembly and/or use of the Wares; (regardless of whether any such omission, mistake or flaw represents a warranty violation as detailed in Term 9.1 or an alternative Term) which may cause or causes a risk of injury, death or harm to the property.

10.2 At its discernment and becoming the Supplier’s expense, Builders Megastore may: (a) recall all Wares or other products that the Wares have already been incorporated into previously sold by Builders Megastore to its clients (regardless of whether this is for a replacement, credit or refund which shall be undertaken in every case via the Supplier as per Builders Megastore’s choice); and/or (b) provide any notification, in written form or in another way, to its clients concerning the operation or use of any Wares or other products that the Wares have already been incorporated into previously sold by Builders Megastore to its clients; based on, in every case, the recognition, regardless of whether by Builders Megastore, Builders Megastore’s clients, a third party or the Supplier, of any flaw in the specified Wares or any omission or mistake in the guidelines for their assembly or use (regardless of whether that omission, mistake or flaw constitutes a warranty violation as detailed in Term 9.1 or any alternative Term) which Builders Megastore fairly decides may affect or affects any of the Wares provided which may cause or causes a risk of injury, death or harm to the property.

11 Indemnification

11.1 It should be noted the Supplier confirms that Builders Megastore holds special credence within the Contract and together with other remedies at Builders Megastore’s disposal, the Supplier unconditionally and irrevocably confirms to compensate Builders Megastore, its subcontractors, its employees and its agents, who will have no obligation to alleviate their loss, on demand as well as in full. The Supplier further confirms to indemnify them against any demands, proceedings, actions, claims and any indirect or direct costs, losses, damages and expenses – to include, without limits, legal fees and those due for other professional consultants, lost profit, anticipated savings, economic loss, future revenue, goodwill and reputation – and any resulting loss incurred or experienced by them or made against them and this is regardless of whether a matter partly or wholly results from the circumstances detailed below either indirectly or directly and regardless of whether the consequences or losses of the circumstances detailed below were predictable or not at the Contract’s inception: (a) any allegations that the Services or Wares breach any third party’s intellectual property rights by way of the purchase, sale or use by Builders Megastore of the Wares to include any royalties as payable to a third party (unless the Services or Wares have been provided in line with the designs or Specification of Builders Megastore; (b) any Contract violation that the Supplier may cause or may be caused by its employees, subcontractors or agents or any omission or act made by any one of them to include, with no limit, any delivery delays and any liabilities or costs sustained by Builders Megastore when having to void an Order due to such violation, omission or act or any alternative condition or warranty regarding the Services or Goods whether implied or expressed by statute or something else; (c) any accountability being acquired as per the Consumer Protection Act 1987 regarding the Wares or resulting from a recall relating to any Wares previously sold by Builders Megastore to its clients under Term 10; (d) an ending of the Contract in accordance with Term 14.

11.2 It should be noted the Supplier must give all advice, assistance and facilities as needed by Builders Megastore or Builders Megastore’s insurers so as to deal with or contest any issue, claim or action which should arise from the Supplier’s execution of, or supposed execution of, the Contract, or failure relating to the execution of the Contract.

12 Insurance Cover

12.1 By its own expense, the Supplier shall implement and retain with trustworthy insurers any insurance policies deemed adequate and appropriate regarding its liabilities and obligations as per the Contract. Upon occasional written request from Builders Megastore, the Supplier shall give Builders Megastore acceptable details relating to the insurance kept in place in line with this Term 12 and, upon each policy’s renewal, a premium receipt copy shall be sent to Builders Megastore by the Supplier when asked for in written form by Builders Megastore. No action shall be taken by the Supplier to nullify any policy that is kept in place in line with this Term 12.

13 Intellectual Property Rights

13.1 Every material to include all Specifications provided by Builders Megastore including all copies made for or by the Supplier will be Builders Megastore’s property, shall be used solely concerning this Contract, will be deemed to be strictly confidential regarding the Supplier and will be given back instantly from the Supplier to Builders Megastore upon request at the sole cost and risk of the Supplier.

13.2 All and any intellectual property rights acquired or made as a consequence of or during the course of work conducted by the Supplier in accordance with or under the Contract will, from the Supplier’s acquisition date or their creation date, belong solely – worldwide – to Builders Megastore and also the Supplier commits to, at Builders Megastore’s request, perform any such act and execute any such document, at its sole cost, which may be required under any country’s law to guarantee an effective and full allocation to Builders Megastore of the complete title, interest and right to any relevant intellectual property rights plus (where relevant) the registration of them in Builders Megastore’s name.

14 Contract Termination

14.1 Builders Megastore has the right to instantly end the Contract with no compensation payment to the Supplier or payment for alternative damages arising from the termination by issuing written notice to the Supplier in the instance that one of more of these events occurs: (a) any commitment under these Terms is violated by the Supplier which cannot be remedied; (b) the Supplier does not remedy, when it is possible to do so, or continues in any violation of its commitments under these Terms further to a written request to refrain from such violation or to remedy within 7 days; (c) a voluntary agreement is put forward by the Supplier as referred to within the Insolvency Act 1986 (Section 1 or Section 253), or a provisional order is placed concerning the Supplier as per the Insolvency Act 1986 (Section 252), or negotiations are started or further measures are adopted via the Supplier or its creditors in order to suggest any form of arrangement, compromise or composition that involves the alternative party as well as its creditors; or (d) as referred to in the Insolvency Act 1986 (Section 123) it is not considered possible for the Supplier to settle its debts, or a meeting is called by the Supplier in order to approve a decision to wind it up, or a decision of this type is approved, or alternatively the Supplier introduces, or has introduced, an appeal for an order to wind up, or alternatively the Supplier introduces, or has introduced, an appeal to assign an administrator, or some further steps are made via the Supplier or another individual to assign an administrator for the Supplier, or alternatively the Supplier possesses an administrative receiver, or a receiver assigned over its entire (or any portion of it) business, assets, property or undertaking, or any moves are made by the Supplier in relation to suggesting a company voluntary arrangement or such company voluntary arrangement shall be authorised with respect to it.

14.2 It should be noted the Contract’s termination shall not compromise the remedies and rights of each involved party that may have accumulated prior to the termination date.

15 The Involvement of Third Parties

15.1 It should be noted the Contract is particular to the Supplier. Without first having received written consent from Builders Megastore, the Supplier cannot transfer, subcontract, delegate, charge, assign or in any other way dispose of any or all of its responsibilities and rights as per the Contract.

15.2 Without first needing written consent from the Supplier, Builders Megastore may at any time transfer, subcontract, delegate, charge, assign or in any other way dispose of any or all of its responsibilities and rights as per the Contract.

15.3 Contingent on Term 15.4, an individual not serving as an affiliated party in relation to the Contract (to include a representative, agent, employee, subcontractor or officer of each party) will have no prerogative, regardless of the Contracts (Rights of Third Parties) Act 1999 or conditions, to implement any aspect of these Terms.

15.4 A client of Builders Megastore who buys the Supplier’s Wares from Builders Megastore or benefits from the Services can implement Terms 3.3, 4.2, 7, 9.1 and 11.1(a) pursuant to the specifications as per the Contracts (Rights of Third Parties) Act 1999 contingent upon gaining previous written confirmation from Builders Megastore (at its complete discretion) to implement the specifications.

15.5 In the event an individual who is not serving as an affiliated party in relation to the Contract (to include any representative, employee, agent, subcontractor or officer of each party) has the prerogative to implement any aspect of these Terms as per the Contracts (Rights of Third Parties) Act 1999 (Section 1), the contractual parties can terminate or vary these Terms by mutual consent without needing that individual’s consent and do not need to adhere to Section 2(1) within the Contracts (Rights of Third Parties) Act 1999.

16 General Information

16.1 It should be noted the Supplier shall ensure the confidentiality and keep secret all matters obtained or disclosed as a consequence of the parties’ relationship as per the Contract (to include details relating to the sum paid to the Supplier by Builders Megastore for the Wares and this Contract’s existence) and will not disclose or utilise the same except as regards to the Contract’s correct execution or with Builders Megastore’s prior consent in writing.

16.2 No entitlement of lien shall be put to use by the Supplier, whether general or in any other way and regardless of how it arises, over any Wares or other property belonging to Builders Megastore that the Supplier possesses, relating to any amounts owed to said Supplier by Builders Megastore as per the Contract plus in any other way.

16.3 It should be understood that no alleged variation or amendment to these Terms shall come into effect with the exception that it is shown in written form, expressly refers to the Contract and has been signed by an appropriately authorised delegate of each contractual party.

16.4 Builders Megastore’s waiver of any violation of these Terms shall not hinder the ensuing implementation of that stipulation and will not be considered to be a disclaimer relating to any ensuing violation of that stipulation or any alternative stipulation. Should there be a waiver relating to any violation of these Terms it shall be presented in written form.

16.5 Should any portion of these Terms at any time become void or considered to be void or deemed unenforceable in any way or for any grounds within any relevant law, it shall be considered excluded from these Terms and the enforceability and/or validity of the provisions that remain of these Terms shall not be impaired or affected at all due to that exclusion.

16.6 It should be noted that any notice provided under these Terms shall be made in written form and delivered using post sent by first class, airmail or facsimile transmission to the party’s address as noted per the Contract, or another address that may be provided to the alternative party on occasion.

17 English Law and Related Jurisdiction

17.1 It must be understood that these Terms along with any claim or dispute that may arise in association with or out of them shall be controlled by, and interpreted in line with, England’s laws and all claims or disputes in relation to or that may arise from these Terms shall be dependent on the English courts’ exclusive jurisdiction to which each party conclusively yields.

17.2 It should be noted that the United Nations Convention on Contracts for the International Sale of Goods (1980) will not be applicable regarding the Contract.

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