1.1 In these conditions the following expressions shall have the following meanings:

“Our, us, we” relates to Buildland Ltd.

“You, your” relates to the person firm or corporation with whom we contract for the sale of the goods or supply of services.

“The goods” means the products which are sold by us and purchased by you under your contract.

“The contract” means any contract for the sale of the goods or supply of service by us to you incorporating these conditions and arising from our acceptance of your order.

2.1 Any quotations or estimate given by us is an invitation to you to place an order which shall be an offer open to acceptance by us. A binding contract shall only come into effect upon the earliest of any of the following:

a) Our placing an order for the supply or manufacture with our supplies

b) Despatch of the goods; or

c) Despatch of our written acknowledgement of order.

2.2 These conditions are the only conditions upon which we transect business and shall be incorporated in the contract to the exclusion of all other terms and conditions including any terms or conditions specified or referred to in any order placed by you. Any reference in any document forming part of or evidencing the contract (including any order design drawing specification or other similar document) to any of your term or condition purchase or business shall not have the effect or incorporating any such terms or conditions into the contract.

2.3 These conditions can only be varied with our written agreement. Any variation of these conditions shall only be binding if agreed by a Director or Senior Manager in writing.

3.1 All prices are excluding VAT unless otherwise indicated. The VAT will be charged at the applicable rate at the relevant tax point.

3.2 Prices in any quotations, estimates, acknowledgments of orders or other documents issued prior to despatch of the goods are not blinding upon.

3.3 Us unless the price was stated to be fixed in the contracts and you have complied in all respects with any provisions relating to such fixed price. The price charged shall be the price ruling at the date of despatch of all goods which we may increase to reflect any increase in the cost to us which is due to any factor beyond our control.

3.4 Our quotations and prices are based on cost prevailing at the time when they are given or agreed. We shall be entitled to adjust prices of goods as at the time of delivery by such amount as may be necessary to cover an increase sustained by us after the date of the quotation or order in any direct or indirect costs of making, obtaining, handling or supplying the goods.

3.5 Our quotations are based on prices applicable to the quantity specified. In the event of orders being placed for lesser quantities we shall be entitled to adjust the price of goods as ordered to take account of variation in quantity.

3.6 We reserve the rights to charge for any packaging materials (including pallets) that we consider are necessary for the delivery of the goods.

3.7 Where we agree to take back into stock goods already delivered to you, we reserve the right to impose a handling charge which you agree is a genuine pre-estimate of our expenses. This charge shall 25% of the value of goods concerned. This is when you deliver them back to our depot or goods concerned when we arrange collection.

3.8 Any query on price charged must be notified to us in writing strictly within 7 days of the date of the relevant invoice, otherwise said invoice shall be deemed due and payable in accordance with the provisions in clause 7, below.

3.9 “Special Order” purchase is defined as a purchase of an item or items that;

(a) We do not regularly stock and/or

(b) We have had specially manufactured for you and/or

(c) For quantities of an item that are greater than what we normally stock

These Special Orders must be paid for in full prior to us ordering the goods and are not subject to our normal returns policy. See clause 6.3.

4.1 The goods shall be delivered to you at the place specified in the contract or as subsequently agreed between us. If no place for delivery is specified or agreed, delivery shall take place at our premises immediately prior to loading for despatch to you.

4.2 Delivery dates are estimates only and the time of delivery shall not be of the essence of the contract. We shall not in any event be liable to compensate the customer in damages or otherwise for any non-delivery or late delivery of goods or for any loss consequential or otherwise arising therefrom.

4.3 The goods are at your risk from the time they are loaded on to the vehicle for despatch to you whether that vehicle is ours, yours or another’s.

4.4 Please do not arrange for goods to be fitted and / or installed until you have received the good in full and checked the goods for any discrepancies or damages.

4.5 We are entitled to make delivery of the goods by instalments and invoice you for each instalment despatched.

4.6 It is company policy that we only deliver kerbside due to the size and weight of vehicles, this is only possible if it is accessible without any obstruction; such as parked vehicles, tree’s etc. We do not undertake to deliver or collect any load over road or ground which in our discretion we consider to be unsuitable. If a vehicle used for preforming our contract with any customer deliveries or collects a load to or from a place situated off the public highway the customer is to be solely responsible for any damage or accident and is to indemnify us fully in respect thereof.

4.7 If we deliver the goods to you on our own or a third party’s transport, you must indemnify us against any additional costs claims or proceedings arising out of any delay caused by lack of suitable access to or egress from the premises, facilities for off-loading, signing-off of delivery notes or any other cause whatsoever arising from your or your employees’ default or negligence.

4.8 Where delivery is effected on a third party’s transport we shall not be liable for damage occasioned by any negligent act or omission of that third party, its servants or agents, provided that we have exercised reasonable care in selecting that third party.

5.1 Where we have arranged delivery or delivered directly you must inspect the goods immediately upon their arrival at the destination to which they are despatched under the contract and check:

a) whether the goods have been damaged in transit;

b) that the goods are those and in the quantity specified in your order or stated in on our delivery note.

5.2 Any discrepancy between the goods delivered and those described in our delivery note or specified in your order and any damage to the goods in transits must be notified to us in writing within three working days of your receipt of the goods.

5.3 In the case of non-delivery of the goods you must notify us in writing within three working days of your receipt of our delivery note or invoice (whichever is the earlier). No claim in respect of non-delivery or damage in transit will be considered by us unless you comply with the provisions of this condition.

5.4 Where you collect or arrange collection of the goods, we shall accept no claim that the goods are not those and in the quantity specified in your order or our delivery note once the goods have left premises from where they were collected.

5.5 Without prejudice to the provision of condition 12, you will be deemed to have accepted the goods as being in accordance with the contract unless you notify us in writing of any defect in materials or workmanship or failure to comply with the designs drawings specifications or other data supplied by you or any other failure of the goods to conform with the contract which would be apparent upon reasonable inspection and testing of the goods within 14 days.

6.1 You will only be able to cancel an order (or any part of an order) which we have accepted with our prior written agreement and providing you indemnify us for all costs, charges, expenses, damage or loss (including, without limitation, loss of profit) incurred or suffered by us in respect of each such order.

We are not bound to agree to any such cancellation and may complete the contract even if you claim to cancel the contract.

6.2 You shall not be entitled to cancel for late delivery of any goods or late performance of services unless we have agreed with you in writing that any date was to be binding.

6.3 Our normal returns police does not apply to any “Special Orders” purchases. “Special Order” purchases are not returnable for refund or for credit of any kind. If you refuse to take delivery of any “Special Order” items from which we than occur cost for transporting, storage or other costs, we will pass these costs onto you. See clause 11.

7.1 Payment for the goods shall be made nett cash no later than the last day of the month following the month in which the relevant goods were delivered, or no later than the last day of the month following our receipt of an invoice for the buying price of the goods from our supplier whichever comes first.

7.2 If you either;

a) fail to comply with your payment obligation; or

b) exceed any credit limit we have set for you (whether you are aware of it or not);

We may withhold despatch of any part of the goods remaining to be manufactured, suspend our performance of any other contract between us or require you to pay for goods prior to their despatch to you.

7.3 If any sum due from you to us under the contract or any other contract is not paid on or before their due date for payment, all sums you owe to us shall become due and payable immediately.

7.4 You shall not be entitled to set-off against sums due to us under the contract any amount you claim from us whether under the contract or some other contract between us. We shall be entitled to set-off any sums owed by us to you against any sums payable to us under the contract.

7.5 Without prejudice to any other rights and remedies which we may have under the contract, we shall in respect of all debts owed by you to us have a general lien on any of your goods and property in our possession and we shall be entitled after 14 days’ notice to you to dispose of such goods or property as we think fit and to apply any proceeds of sale towards the payment of such debts.

7.6 Counter Sales, Telephone Sales and Internet Sales Customer: all goods must be paid for in full prior to delivery, despatch or collection of goods.

8.1 Title to and property in the goods shall remain vested in us (even though they have been delivered and risk has passed to you) until;

a) The price of the goods; and

b) All other money payable by you to us on any other account or under any other contract has been paid discharged or satisfied in full whether or not due in payment.

8.2 Until title to and property in the goods pass to you the following provision shall apply;

a) We may at any time without prior notice to you require you to deliver the goods up to us and we may be repossessing and resell the goods if any of the events specified in condition 17 occurs or if any sum due to us from you under the contract or on any other account or under any other contract is not paid when due

b) You must store goods in a proper manner in conditions which adequately protect and preserve them without any charge to us and not tamper with any identification upon the goods or their packaging but shall ensure that they are clearly identified as belonging to us. We will be entitled to examine the goods in storage at any time during normal business bourse but must give you reasonable notice of our intention to do so and to enter upon any premises you own, occupy or control for that purpose.

8.3 Our rights and remedies set out in this condition 8 are in addition to and shall not in any way prejudice, limit or restrict any of our other right and remedies under the contract.

8.4 You are authorised to sell the goods in the ordinary course of your business and to pass good title in the goods to your customer if they are purchasers in good faith without notice of our rights but you are not authorised to give any representation or warranty on our behalf regarding the goods. This right shall automatically cease on the occurrence of any event specified in condition 17 and/or if any sum owned to us by you is not paid when due.

9.1 Any delivery date or time quoted is a guide only and shall not be bindings. goods which are stated to be available “ex-stock” (or an equivalent term) are subject to availability. If we have used our reasonable endeavours to comply with the delivery date but are unable to do so this failure shall not constitute a breach of contract entitling you to terminate the contract and/or to claim any damages whatsoever against us and we will be entitling to a reasonable extension of time in which to despatch or deliver the goods.

9.2 If our performance of the contract or any part of it is affected by circumstances beyond our control such as (without limitations) industrial disputes’ fire’ severe weather conditions, decisions or actions or any government or other authority, shortage or materials, power or machinery breakdown or failure, war, threat of war, interruption or reduction in communications or means of transport, then we may suspend further performance of the contract for so long as we are so affected and this suspension shall not constitute a breach of the contract by us.

9.3 If such suspension continues for more than eight consecutive weeks either of us may terminate the contract by notice in writing. This shall not affect our right to be paid under the contract for any part of the goods which we have despatched to you before we suspend performance of the and to be reimburse all other costs, charges and expenses we have incurred under the contract up to date of termination under this condition.

9.4 If our performance of the contract is suspended following our acceptance of a request from you or delayed through the default (including, without limitation, lack of, incomplete or incorrect instructions or refusal to collect or accept delivery of the goods.

9.5 ) We will be entitled your payment in accordance with the contract for any part of the goods which were already despatched to you or were ready to despatch or were being manufacture prior to the suspension or delay and also for loss of profit and any other additional costs that we incur including storage, insurance and interest provided that:

a) if you fail to collect or accept delivery of the goods or any part of them within 28 days of notification from us that the goods are ready for collection or delivery, we will be entitled (without prejudice to our other remedies under the contract for such breach) to sell the goods and to apply the proceeds of sale (if sold) towards payment of all outstanding sums owed by you to us under the contract;

b) We shall store the goods at your risk from the date upon which they are ready for despatch.

9.6 Unless we otherwise expressly agree in writing, all illustrators and dimensions shown in any of our catalogues of our catalogues or sales literature are approximate and we do not guarantee or represent the goods will in all cases be identical with the illustrators and dimensions.

9.7 Any sample supplied by us is supplied only to give you a general indication of the quality, colour and/or type thereof and will not constitute a subsequent sale a sale by sample.

10.1 We may supply all or any of the goods to either metric or imperial sizes in the nearest equivalent measure and good may be charged in metric allowing for conversion.

10.2 Where fine or especial tolerances are required in the goods supplied beyond those generally accepted in the building trade, no liability shall attach to us unless such fine tolerances are notified to us at the time of order and we have acknowledged in writing that we are prepared to accept such order.

10.3 Images and sizes contained within our catalogue, web site or any other advertising material, may vary from the actual product. Please check the product description and additional information for more details on the item.

11.1 We hope you’ll be pleased with your purchase. If you wish to return anything bought from us, in full or part return, we’ll be happy to refund or exchange goods you have purchase from us within 14 days of delivery providing;

a) You accept the conditions of condition 3, including the re-stocking charges.

b) The good you want to return are unopened, unused and in fully resalable condition.

c) You will be responsible for returning the goods to us at you own cost and provide proof of return or we can arrange collection which will be chargeable, which will vary depending upon your location and the product type. If collection is required, transport will be arranged within 21 days of the written notification from you.

d) Goods should be returned to us with proof of purchase.

e) We aim to process your refund within 14 days of receipt of the returned items.

f) Refunds can only be made to the original card of purchase or paypal account. Refunded item will only be refunded in cash if the original purchase was in cash.

g) If the goods you return are not in a fully resalable condition, we reserve the right to refuse a refund on the goods.

The non-resalable items are the following:

a) Made to measure or bespoke products which have been made to your specification or clearly personalised or which by reason of their nature cannot be returned.

b) Perishable goods.

c) Any products with a short shelf life or sell by date.

d) Specially obtained or ordered goods (“Special Orders”).

e) Aggregates (e.g. ballast and or sands).

f) Cementitious goods (e.g. cement).

g) Plaster based products (e.g. multi-finish).

h) Paints and liquids which have been opened.

i) Chemical and liquids which have been opened.

j) PIR insulation boards.

k) Toilet seats which have been opened due to hygiene purposes.

l) Goods that have been fitted and or installed.

m) Any goods which have become mixed inseparable with other items or other orders after their delivery.

Due to the nature of these goods unless they are faulty, we are unable to offer a refund or exchange.

“The following sets out your rights in respect of any loss or damage arising from defects in the goods or for any statements made by us. Please read carefully. you are advised to obtain insurance against any losses you may sustain”

12.1 If you establish to our reasonable satisfaction that:

a) There is a defect in the material or workmanship of the goods; or

b) Where you have supplied designs, drawings, specifications or other data; or

c) There is some other failure by us in relation to the conformity of the goods with the contract; then we shall at our opinion either:

(i) In relation to such defective goods or failure, re-supply goods in the condition in which they are in all respects in accordance with the contract, to do this we may contact the supplier and involve them to rectify the issue; or

(ii) Agree with you that you will retain the goods in the condition in which they are in consideration of a reduction in their price to compensate you for the defect or failure;

(iii) Refund to you the contract price of such goods; subject in every case to the remaining provisions of this condition.

12.2 Paragraph 12 of this condition (“the Guarantee”) shall not apply unless you notify us in writing of the alleged defect or failure immediately upon the first becoming aware of it and in any event within 12 months of the delivery of the goods to you under the provisions of condition 4.

12.3 If we elect to replace goods we shall deliver the replacement goods to you at our own expense at the address at which the defective or failed goods were located and the title to be replaced goods shall (if it has vested in you) re-vest in us and you shall make any arrangements as may be necessary to deliver up the replaced goods to us.

12.4 The Guarantee is in substitution for any other of your legal remedies in respect of the alleged deflect or failure and our liability shall in all such cases and for all such purposes be limited to the obligation imposed by a Guarantee;

12.5 Nothing contained in this condition 12 shall operate so as:

(a) To exclude our liability for death or personal injury resulting for death or personal injury resulting from our or our employees’ or agents’ negligence;

(b) Exclude the conditions and warranties implied by section 12 of the sale of Goods Act 1979.

13.1 Except as provided in the Guarantee any term, condition, warranty, representation or undertaking on our part as to the quantity of the goods or their fitness or stability for any purpose or the standard of workmanship however and whenever expressed or which may be implied by statute custom of the trade or otherwise is hereby excluded and the provisions of sections 14 to 17 inclusive of the sale of Goods Act 1979 shall not apply to the contract except where you deal as a consumer within the meaning of section 12 of the unfair Contract Term Act 1977;

13.2 Except as and to the extent provided by the Guarantee we shall not be liable to you in contract, tort or for breach of statutory duty for any direct loss or damage in excess of the contract price of the goods or £500,000 (whichever is greater) which you may suffer by reason of any act, omission, neglect or default (including negligence) in relation to the goods and/or the performance of the contract by us or our employees or agents.

13.3 Except as and to the extent provided by the Guarantee we shall not be liable to you in contract, tort or for breach of statutory duty for any indirect or consequential loss (including economic loss) of any kind whatsoever which you may suffer by reason of any act, omission, neglect or default (including negligence) in relation to the goods and/or the performance of the contract by us or our employees or agents.

13.4 Nothing in this Agreement shall impose on us any liability in respect of any representation suggestion or comment with regard to the goods made by us or our employees or agents in the course of any negotiations between us leading to making of the contract unless we have expressly agreed in writing that such representation shall be a term of the contract.

14.1 You acknowledge that we place particular reliance upon the provision of the contract and in addition to any other remedy available to us, you irrevocably and unconditionally agree to indemnify us, our employees, sub-contractors and agents (who shall have no duty to mitigate their loss) in full and on demand and keep them so indemnified against all claims, demands, actions, proceedings and all direct and indirect damages, losses, costs and expenses (including without limitation legal and other professional advisers’ fees, economic loss, loss of profit, future revenue, reputation, goodwill, anticipated saving) and any consequential loss made against or incurred or suffered by any of them and whether or not such losses or the consequences of the matters listed below were foreseeable at the date of the contract:

15.1 Where we provided advice (including component drawings and/or estimates of quantities) incidental to the supply of the goods, relating to the goods or any designs, specifications or requirements supplied by you, such advice is provided free of charge in good faith on the basis of the information supplied and does not oblige you to purchase the goods.

15.2 Such advice will not constitute any representation that the goods are fit for any particular purpose and we accept no responsibility for the advice. You must confirm and check such advice, including the accuracy of any estimated quantities, with your architect, engineer or other suitably qualified person.

15.3 In the circumstances that such advice is given we shall not be liable to you in any event for any loss or damage (whether direct, indirect, consequential or otherwise) arising from such advice (save for death or personal injury caused by our negligence).

15.4 You agree the basis on which such advice is supplied as above and that our liability is excluded and that this exclusion is reasonable in all circumstances.

16.1 You must not assign, sub-let or otherwise transfer the contract or any part of it without our prior written approval.

16.2 Except for members of our group companies (which means any subsidiary or holding company and any subsidiary of such holding company from time to time) who shall be able to enforce the contract no third party shall have benefits of the rights to enforce these conditions whether under the contracts (Rights of Third Parties) Act 1999 or otherwise. Even if a person who is not a party to the contract has a right to enforce any of this contract by virtue of the Act the parties may, notwithstanding, vary or cancel the contract by agreement between them without requiring the consent of such third party.

17.1 If any one of the following events occurs or in our opinion is reasonably likely to occur:

a) You commit any breach of the contract or any other between us; or

b) Any event which would entitle any landlord of yours to exercise any right of distress or seizure or possession against the goods; or

c) Any distress execution or diligence is levied upon any of your goods or property and is not paid out within 7 days; or

d) You (or where you are a partnership any partner) offer to make arrangements with or for the benefit of your or his creditors generally or there I presented in relation to you or any such partner:

e) A petition of bankruptcy;

f) A petition for sequestration; or

g) You (being a limited company) appear to be unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or call a meeting or present or have a presented a petition to wind up or present or have presented a petition to appoint an administrator or have a judicial factor, an administrative receiver, receiver and manager or receiver appointed of the whole or any part of your business undertaking property or assets; or

h) You have any award or judgment made against you by a County Court or a Division of the High Court (or their Scottish equivalents); then your authority to sell goods title to which remains us shall cease and we may without prejudice to any other rights or remedies we may have against your straight away suspend further performance of the contract or terminate the contract as we think fit. Notwithstanding any such suspension or termination, you must pay us in accordance with the contract for all goods despatched and manufactured by us prior to any suspension or termination and you shall indemnify us against any liability or expense incurred by us in connection with the contract including (without limitation) loss of profit, liabilities and expenses in connection with raw materials and tooling obtained or produced for the purposes of the contract and the cost of labour and overhead expenses reasonably attributable to the contract.

18.1 Our rights and remedies in respect of the contract or in respect of any failure by you to observe or comply with the terms of the contract shall not to be diminished waived or extinguished by the granting of any indulgence, forbearance or extension of time by us nor by any failure of or delay by us in asserting or exercising any rights and remedies.

19.1 If at any time any more of these conditions (or any paragraph, sub-paragraph or any part thereof) is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, it shall be deemed omitted from the contract and the validity and/or enforceability of the remaining provisions of these conditions shall not in any way be affected or impaired

20.1 These Terms and Conditions (as amended or revised by us from time to time) shall apply to all future contracts between us.

21.1 The heading to these conditions are inserted for ease of reference and shall not affect their construction.

22.1 This contract shall be governed by and be construed in all respects in accordance with English Law and all disputes or claims arising out of or relating to this contract shall be subject to the exclusive jurisdiction of the English courts to which the parties irrevocably submit.