CONTRACTMeans the Contract for the purchase and sale of the Goods,
which has been made orally or in writing, which includes fax, electronic mail
and comparable means of communication;
CONDITIONSMeans the standard Terms and Conditions of sale set out in
this document and (unless the context otherwise requires) includes any special
Terms and Conditions agreed in writing between the Buyer and the Seller;
BUYERMeans the person, firm or company entering into the
SELLERMeans We Build It Ltd
(company registration number 03336776);
SUPPLIERSMeans the Sellersí suppliers;
GOODSMeans the Goods (including any instalment of the Goods or
any parts for them) which the Seller is to supply in accordance with these
Terms and Conditions.
1.1 Any reference in these
conditions to any provision of a statute shall be construed as a reference to
that provision as amended, re-enacted or extended at the relevant time.
1.2 The headings in these Conditions
are for convenience only and shall not affect their interpretation.
2. BASIS OF THE CONTRACT
2.1 The Seller shall sell and the
Buyer shall purchase the Goods in accordance with any written quotation off the
Seller which is accepted by the Buyer or any written order of the Buyer and
which is accepted by the Seller, subject in either case to these Conditions,
which shall govern the Contract to the exclusion of any other terms and
conditions subject to which any quotation is accepted or purported to be
accepted, or any such order is made or purported to be made by the Buyer.
2.2 The Seller reserves the right to
undertake credit references and may suspend delivery of Goods or performance of
the Contract or any other contract with the Buyer if such references are
2.3 The Sellerís employees or agents
are not authorized to make any representations concerning the Goods (including
as to the storage, installation, application or use of the Goods) unless
confirmed by the Seller in Writing. In entering into the Contract the Buyer
acknowledges that it does not rely on, and waives any claim for breach of any
such representations which are not so confirmed. Any representations not
confirmed in writing by the seller are to be acted upon entirely at the Buyerís
own risk, and the Seller shall not be liable for any such advice which is not
2.4 Any typographical, clerical or
other error or omission in any sales literature, quotation, price list,
acceptance of offer, invoice or other document or information issued by the
Seller shall be subject to correction without any liability on the part of the
2.5 The Buyer shall indemnify and
keep indemnified the Seller against any claim or liability in respect of any
infringement of intellectual or industrial property rights resulting from
compliance with the Buyer's instructions express or implied.
3. ORDERS AND SPECIFICATIONS
3.1 No order submitted by the Buyer
shall be accepted or deemed to be accepted by the Seller unless and until confirmed
in Writing by the Seller's authorised representative.
3.2 The Buyer shall be responsible to the
Seller for ensuring the accuracy of the terms of any order (including any
applicable specification) and for giving the Seller any necessary information
relating to the Contract within a sufficient time to enable the Seller to
perform the Contract. Where the Goods are to be supplied to the Buyerís
specification, the Buyer warrants that the Goods are capable of production and
are suitable for the purpose for which the Goods are required by the Buyer. We strongly advise customers to consult with us if in doubt over product
process, selection, installation or servicing. In no event shall We Build It
Ltd be liable for any direct, indirect, incidental, special consequential
damages, to property or life, whatsoever arising out of or connected with the
use, misuse, wrong selection, or incorrect installation of our products.
3.3 Where the Goods forming the
subject of the Contract relate to pipes, all pipe lengths stated by the Seller
3.4 The quantity, quality and
description of and any specification for the Goods shall be those set out in
the Seller's quotation (if accepted by the Buyer) or the Buyer's order (if
accepted by the Seller).
3.5 The Supplier and consequently
the Seller reserves the right to make any changes in the specification of the
Goods which are required to conform with any applicable safety or other
statutory or EU requirements or, where the Goods are required to meet the
relevant British Standards or the standards of some foreign country or
otherwise or, where the Goods are to be supplied to the Seller's specification,
which do not materially affect their quality or performance.
3.6 Drawings, illustrations and
specifications prepared by or on behalf of the Seller in connection with the
Contract shall remain the property of the Seller and shall not be communicated
to third parties without the Seller's prior written consent.
3.7 Each performance or delivery
schedule submitted by the Buyer shall constitute an order capable of acceptance
by the Seller. If the Seller agrees that any such schedule shall not constitute
an order in circumstances where it is reasonably necessary for the Seller to
act in reliance upon such schedule so as to enable the Seller to perform the
schedule in accordance with its terms if such schedule becomes an order
accepted by the Seller, the Buyer shall indemnify and keep the Seller
indemnified against all costs, damages, charges and expenses arising from such
reliance by the Seller if such schedule does not become an order capable of
acceptance by the Seller.
4. PRICES AND QUOTATIONS
4.1 The price shall be the Seller's
quoted price, or where no price has been quoted or a quoted price is no longer
valid, a reasonable price.
4.2 The Seller reserves the right to
increase the price to reflect any increase in the cost to the Seller which is
due to any factor beyond the Seller's control. This shall include increase in
the cost of materials arising after the date of the quotation, any change in
delivery or performance dates, quantities or specifications which is requested
by the Buyer, any delay caused by any instructions of the Buyer or failure of
the Buyer to give the Seller adequate information or instructions.
4.3 All prices are given by the
Seller on an ex works basis and where the Seller agrees to deliver the Goods
otherwise than at the Seller's premises, the Buyer shall be liable to pay the
Seller's charges for transport, packaging and insurance.
4.4 The price is exclusive of V.A.T,
which the Buyer shall be additionally liable to pay to the Seller.
5.1 The Seller shall be entitled to
invoice the Buyer for the price including without limitation, the costs of
transport, packaging and insurance referred to in condition 4.3 on or at any
time after the Delivery Date.
5.2 The buyer shall make full payment on or before the date of delivery.
Installation work shall be paid for on completion of the work. A buyer who has
an account shall make full payment on or before the 30th day after the date of
the invoice. The seller shall be entitled to recover the price, notwithstanding
that delivery may not have taken place and the property in the Goods has not
passed to the Buyer. The time of payment of the price shall be of the essence
of the Contract.
5.3 If the Buyer fails to make any
payment on the due date then, without prejudice to any other right or remedy
the Seller shall be entitled to:
5.3.1 suspend all or any further
deliveries to the Buyer made under that or any other contract with the Buyer
and in such event the Buyer shall not be released from its obligations to the
Seller under that or any other contract or cancel the Contract or any other
contract with the Buyer and to claim damages from the Buyer for breach of
5.3.2 Appropriate any payment made
by the Buyer to such part of the Contract or the Goods (or the goods supplied
under any other contract between the Buyer and the Seller) as the Seller may
think fit (notwithstanding any purported appropriation by the Buyer); and
5.3.3 Charge the Buyer interest
(both before and after any judgment) on the amount unpaid, at the rate of 4 per
cent per annum above LLOYDS TSB Bank plc base rate from time to time accruing
daily, until payment in full is made.
5.4 The Seller may without notice
set off any sums from time to time owed to the Buyer in or towards the
satisfaction of all and any liabilities of the Buyer to the Seller whether or
not under this Contract.
5.5 The Seller shall have a general
lien over all goods and property of the Buyer (whether worked on or not) in the
possession of the Seller for all unpaid debts due from the Buyer and the Seller
reserves the right upon the expiration of fourteen days written notice to
dispose of such goods or property and to apply the proceeds of sale (nett of
costs of sale) towards the payment of such debts.
6.1 Goods shall be collected by the
Buyer at the Sellerís premises, unless agreed otherwise in Writing. The Buyer
shall be responsible for the loading of Goods and where the Seller or its
employees or agents carry out or assists the Buyer, its employees or agents in
such loading, the Buyer shall indemnify and keep indemnified the Seller against
all liabilities including without limitation all loss, costs, damages, charges
and expenses arising from such loading.
6.2 Where the Goods are to be
delivered by the Seller to the Buyer, delivery dates are only estimates and the
Seller shall not be liable for any delay howsoever caused. Time for delivery
shall not be of the essence, and Goods may be delivered in advance of the
quoted delivery date upon the Seller giving reasonable notice to the Buyer.
6.3 Where the Goods are to be
delivered in instalments, each delivery shall constitute a separate contract
and failure by the Seller to deliver any one or more of the instalments in
accordance with these Terms and Conditions, or any claim by the Buyer in
respect of any one or more instalments, shall not entitle the Buyer to treat
the Contract as a whole as repudiated.
6.4 If the Seller fails to deliver
the Goods (or any instalment) for any reason other than any cause beyond the
Seller's reasonable control or the Buyer's fault, and the Seller is accordingly
liable to the Buyer, the Seller's liability shall be limited to the excess, if
any, of the reasonable cost to the Buyer (in the cheapest available market) of
similar goods to replace those not delivered over the price of the Goods.
6.5 If the Buyer fails to take
delivery of the Goods or fails to give the Seller adequate delivery
instructions at the time stated for delivery (otherwise than by reason of any
cause beyond the Buyer's reasonable control or by reason of the Seller's fault)
then, without prejudice to any other right or remedy available, the Seller may
6.5.1 Store the Goods until actual
delivery and charge the Buyer for the reasonable cost of storage, including
6.5.2 After the expiration of 3
months from the Delivery Date, dispose of the Goods in such manner as the
Seller may determine.
If the Goods are to be manufactured
or any process is to be applied to the Goods, the Seller reserves the right to
subcontract any of the manufacturing or other processes to a third party and
shall not be liable for any increase in the costs of labour materials or other
costs of manufacture, any change of delivery dates quantities or specifications
caused by such subcontracting.
No Contract may be cancelled by the
Buyer except with the agreement in Writing of the Seller and on terms that the
Buyer shall indemnify the Seller in full against all loss (including loss of
profit), costs, damages, charges and expenses.
9. RISK AND TITLE OF PROPERTY
9.1 Save where clause 11 applies,
risk of damage to or loss of the Goods shall pass to the Buyer on the Delivery
9.2 Notwithstanding the passing of
the risk in the Goods or any other provision of these Conditions the property
in the Goods shall not pass to the Buyer until the Seller has received in cash
or cleared funds payment in full of the price of the Goods and all other goods
sold or agreed to be sold by the Seller to the Buyer under any other contract.
9.3 Until such time as the property
in the Goods passes to the Buyer, the Buyer shall hold Goods as the Sellerís
agent or bailee, and shall keep the Goods separate from those of the Buyer and
third parties and properly stored, protected and insured and identified as the
Sellerís property. Until such time as the property in the Goods passes to the
Buyer, the Buyer shall be entitled to resell or use the Goods in the ordinary
course of its business, but shall have a fiduciary duty to the Seller to
account for the proceeds of sale or otherwise of the Goods.
9.4 Until such time as the property
in the Goods passes to the Buyer, the Seller shall be entitled at any time to
require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails
to do so forthwith, to enter upon any premises of the Buyer or any third party
where the Goods are stored and repossess the Goods and for that purpose the
Buyer hereby authorises and licenses the Seller, its officers, employees and
agents to enter upon any land or building upon which the Goods are situated to
recover those Goods.
9.5 The Buyer shall not be entitled
to or in any way charge by way of security for any indebtedness, any of which
remain the property of the Seller, but if the Buyer does so all moneys owing by
the Buyer to the Seller shall without prejudice to any other right or remedy of
the Seller forthwith become due and
10. WARRANTIES AND LIABILITIES
THE BUYER'S ATTENTION IS IN
PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE 10.
10.1 Subject as expressly provided
in these Conditions, all warranties, conditions or other terms implied by
statute or common law are excluded to the fullest extent permitted by law.
10.2 Any claim by the Buyer which is
based on any defect in the quality or condition of the Goods shall, whether or
not delivery is refused by the Buyer, be notified to the Seller within 24 hours,
If delivery is not refused, and the Buyer does not so notify the Seller, the
Seller shall have no liability for such defect, and the Buyer shall be bound to
pay the price as if the Contract had been performed in accordance with its
10.3 Where any valid claim in
respect of any of the Goods, which is based on any defect in the quality or
condition of the Goods, is notified to the Seller in accordance with these
Conditions, the Seller shall be entitled to replace the Goods (or the part in
question) free of charge or, at the Seller's sole discretion, refund to the
Buyer the price (or a proportionate part of the price) but the Seller shall
have no further liability to the Buyer.
10.4 The Seller shall not be liable
to the Buyer by reason of any representation, or any implied warranty,
condition or other term, or any duty at common law, or under the express terms
of the Contract, for any consequential loss or damage (whether for loss of
profit, product recall or otherwise), costs, expenses or other claims for
compensation whatsoever (whether caused by the negligence of the Seller, its
employees or agents or otherwise) which arise out of or in connection with the
supply of the Goods and the entire liability of the Seller under or in
connection with the Contract shall not exceed the price under the Contract,
except as expressly provided in these Conditions.
10.5 The Seller shall not be liable
to the Buyer or be deemed to be in breach of the Contract by reason of any
delay in performing, or any failure to perform, any of the Seller's obligations
if the delay or failure was due to any cause beyond the Seller's reasonable
10.6 Nothing in these Conditions
shall exclude or limit the Seller's liability for death or personal injury
caused by the Seller's negligence.
THE BUYER'S ATTENTION IS IN
PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE 11.
11.1 Where the Seller agrees to
deliver the Goods otherwise than at the Sellerís premises, the Buyer shall take
or procure the taking of all such steps as may be necessary to ensure the
safety of the Seller's employees, agents and contractors on any premises at
which the Goods are to be delivered including, without limitation, notifying
such representatives of any relevant hazards.
11.2 The Buyer shall indemnify and
keep indemnified the Seller, its employees, agents and sub-contractors against
any loss or damage to any property or injury or death of any person caused by
any negligent act or omission or wilful misconduct of the Buyer, its employees,
agents or sub-contractors, including all and any costs and expenses relating
12. INSOLVENCY OF BUYER
12.1 This clause applies if:
12.1.1 The Buyer makes any voluntary
arrangement with its creditors or becomes subject to an administration order
(or being an individual or firm) becomes bankrupt or (being a company) goes
into liquidation, otherwise than for the purpose of amalgamation or
12.1.2 An encumbrancer takes
possession, or a receiver or administrator is appointed, of the Buyer's
undertaking or any of its property or assets; or
12.1.3 The Buyer ceases, or
threatens to cease, to carry on business; or
12.1.4 The Seller reasonably
apprehends that any of the events mentioned above are about to occur in
relation to the Buyer and notifies the Buyer accordingly.
12.2 If this clause applies then,
without prejudice to any other right or remedy available to the Seller, the
Seller shall be entitled to cancel the Contract or suspend any further
deliveries under the Contract without any liability to the Buyer, and if the Goods
have been delivered, but not paid for, the price shall become immediately due
13. EXPORT TERMS
13.1 Where the Goods are supplied
for export from the United Kingdom, the provisions of this clause 11 shall
apply notwithstanding any other provisions of these Conditions.
13.2 The Buyer shall be responsible
for complying with any legislation or regulations governing the importation of
the Goods into the country of destination and for the payment of any duties
13.3 Unless otherwise agreed in
Writing between the Buyer and the Seller, the Goods shall be delivered FOB the
air or sea port of shipment and the Seller shall be under no obligation to give
notice under section 32(3) of the Sale of Goods Act 1979.
13.4 The Buyer shall be responsible
for arranging for testing and inspection of the Goods at the Seller's premises
before shipment. The Seller shall have no liability for any claim in respect of
any defect which would be apparent on inspection and which is made after
shipment, or in respect of any damage during transit.
14.1 Neither the Buyer nor the
Seller shall be entitled to assign the whole or any part of the Contract
without the prior written consent of the other provided that the Seller shall
be entitled to subcontract the whole or any part of its obligations.
14.2 No waiver by the Seller of any
breach of the Contract by the Buyer shall be considered as a waiver of any
subsequent breach of the same or any other provision.
14.3 If any provision of these
Conditions is held by any competent authority to be invalid or unenforceable in
whole or in part the validity of the other provisions of these Conditions and
the remainder of the provision in question shall not be affected thereby unless
such provision goes to the root of the Contract.
14.4 The Conditions shall constitute
the entire agreement in relation to the subject matter and no modification or
waiver thereof shall be valid unless made in Writing expressly for the purpose
and signed by an authorised officer of the Seller and of the Buyer provided
that nothing in these Conditions shall exclude or limit liability for fraud.
14.5 Unless expressly provided in
these Conditions, no term of the Contract is enforceable pursuant to the
Contracts (Rights of Third Parties) Act 1999 by any person who is not a party
14.6 The Contract shall be governed
by the laws of England and the Buyer agrees to submit to the non-exclusive
jurisdiction of the English Courts.