ARCHISURFACE – TERMS CONDITIONS OF SALE
INTERPRETATION
1.1. In these Conditions: “Customer” means the person whose order for the Goods is accepted by Archisurface. “Goods” means the goods specified on any Online Order/Quotation/Sales Order or Special Order (including any installment of the goods if stated). “Archisurface” means company with (registered number: 10498317) “Conditions” means the standard terms & 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 Customer and Archisurface. “Contract” means the contract between the Customer and Archisurface for the purchase and sale of the Goods. "Force Majeure Event" means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions or default of suppliers of subcontractors. "Order" means the Customer's order for the Goods, as set out in Customer's written purchase order or, where no written purchase order exists, in the Customer's written acceptance of Archisurface’s quotation or Archisurface accepting an ecommerce order via its website www.archisurface.com. "Premises" means address it trades from as registered at Companies House or any of its storage facilities. "Special Order" means any order for non-stocked Goods that are a bespoke order and have been produced and/or imported to fulfill the customer’s order. “Writing/Written” includes telex, cable, facsimile transmission, and comparable means of communication, including but not limited to email.
1.2. Any reference in the 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.
1.3. The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.4. Any reference to a party means the Customer or Archisurface (including its personal representatives, successors, or permitted assigns).
BASIS OF CONTRACT
2.1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
2.2. The Order shall only be deemed to be accepted when Archisurface issues a written confirmation of the Order, at which point the Contract shall come into existence.
2.3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of Archisurface, which is not set out in the Contract.
2.4. Customers should not place any Order without seeing the Goods or a sample first. Samples of Goods can be ordered from Archisurface. Please note there may be a shade variation between samples and actual goods due to goods being produced in different batches. It is the responsibility of the customer to request samples in writing. Archisurface accept no liability in a situation where the customer has failed to act in accordance with this clause.
2.5. Any quotation for the Goods given by Archisurface shall not constitute an offer, nor an Order. A quotation shall only be valid for a period of 7 days from its date of issue unless otherwise stated.
BASIS OF SALE
3.1. Archisurface shall provide a quotation to the Customer in respect of the Goods/Services or where the purchase is made through its ecommerce website www.archisurface.com it will process the clients online order.
3.2. Archisurface shall sell and the Customer shall buy the Goods/Services in accordance with the Order, which is accepted by Archisurface. The Order constitutes an offer by the Customer to purchase the Goods/Services in accordance with these Conditions.
3.3. It is the responsibility of All Customers to request to review a physical sample of the Goods. There is no right to cancel “Special Order Items” unless they are faulty goods.
3.4. No variation to these Conditions shall be binding unless agreed in Writing between the authorized representatives of the Customer and of Archisurface.
3.5. Archisurface’ employees or agents are not authorized to make any representations concerning the Goods/Services unless confirmed by Archisurface in writing. In entering the Contract, the Customer acknowledges that it does not rely on and waives any claim for breach of any such representations, which are not so confirmed.
ORDERS
4.1. The Goods are as described in the Quotation/Order/Proforma/ Invoice/Ecommerce website www.archisurface.com
4.2. No Order submitted by the Customer shall be deemed to be accepted by Archisurface unless and until confirmed in Writing by Archisurface’ authorized representative through an order confirmation. It is the Customer’s responsibility to ensure that the details on the order confirmation/online order or proforma invoice are correct.
4.3. All Special Orders are nonreturnable and nonrefundable. No amendments or changes to a Special Order will be accepted after an online order for such goods is received and paid for in full.
4.4. For the avoidance of doubt any written quotation prepared by Archisurface shall not be deemed to be an Order or an offer.
4.5. The Customer shall be responsible to Archisurface for ensuring the accuracy of the terms of any Order and for giving Archisurface all necessary information relating to the Goods within a sufficient time to enable Archisurface to perform the Contract in accordance with its terms.
4.6. The quantity, quality, and description of any specification for the Goods shall be those set out on the ecommerce website www.archisurface.com or in Archisurface’ Written confirmation of the Quotation/Order.
If any Order requires Archisurface to place a Special Order with any one of its suppliers or is a high value Order a deposit of between 50% up to 100% of the purchase price is payable to Archisurface upon accepting the Order and such sum will not be refundable under any circumstances including for the avoidance of doubt but not limited to, cancellation by the Customer in accordance with the condition 5.5.
4.8. No order, which has been accepted by Archisurface, may be cancelled by the Customer except with the agreement in writing of Archisurface.
4.9. Save as provided in condition 5.5, the Customer shall indemnify Archisurface in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Archisurface because of cancellation.
4.10. The Customer may not cancel any order for Goods made to the Customer's specification or personalized Goods or any Special-Order items
4.11. The right to cancel is extinguished once the Goods have become mixed inseparably with other materials such as grout, or once goods have been ordered or reserved with suppliers that Archisurface uses.
PRICE OF THE GOODS
5.1. The price of the Goods shall be the Archisurface quoted price online or in the Quotation/Order confirmation/proforma invoice or if no price has been quoted or a quoted price is no longer valid, the price listed in Archisurface’ published price list in force as at the date of delivery. All prices quoted are valid for 7 days only unless otherwise agreed in writing or until earlier acceptance by the Customer after which time they may be altered by Archisurface without giving notice to the Customer.
5.2. Special offers and sale discounts are valid for a limited time only. Orders placed outside of the specified sale or offer period will be supplied at normal rates.
5.3. Archisurface reserves the right by giving notice to the Customer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to Archisurface which is due to any factor beyond the control of Archisurface.
5.4. Unless otherwise agreed in Writing between Archisurface and the Customer where the Customer under- orders Goods and requires further Goods to complete a project the price of such Goods shall be based on Archisurface’ current online price or published price list, subject to availability and may incur additional delivery costs.
5.7. Unless otherwise agreed in Writing between the Customer and Archisurface, where prices are given by Archisurface on an ex works basis or where Archisurface agrees to deliver the Goods the Customer shall be liable to pay Archisurface’ charges for transport and storage if any delays in receiving the goods on part of the customer occur.
5.8. The price stated in any sales literature or online is exclusive of any applicable value added tax which the Customer shall be additionally liable to pay to Archisurface.
TERMS OF PAYMENT
6.1. Subject to any special terms agreed in Writing between the Customer and Archisurface, Archisurface shall be entitled to invoice the Customer for the price of the Goods on or at any time after placing an order and before delivery of the Goods or on the agreed date for delivery (as detailed at the time of the Order). If the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, then Archisurface shall be entitled to invoice the Customer for the price of the Goods at any time after Archisurface has notified the Customer that the Goods are ready for collection or that Archisurface has tendered delivery of the Goods.
6.2. A 50% -100% deposit/payment in advance is required to convert all quotations to Orders, process and deliver from the factory and warehouse the Goods. Full and cleared payment must be received by Archisurface and show in the company’ bank account before collection or delivery of the Goods can take place. Payment made by cheque may take up to 10 days to clear. Payment can be made by MasterCard, Visa, Maestro, Visa Debit, Solo, cash, bank transfer or cheque.
6.3. Where it is agreed in Writing between Archisurface and Customer that credit facilities will be made available to the Customer, the Customer shall pay the price of the Goods within 30 days of the date of the invoice. The Customer is obliged to make payment notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment of the price shall be the essence of the Contract.
6.4. Even if credit facilities are available, a deposit or full payment in advance may be required for certain goods as determined by Archisurface.
6.5. If the Customer fails to make payment on the due date, then without prejudice to any other right or remedy available to Archisurface shall be entitled to:
6.5.1. Cancel the Contract or suspend any further deliveries to the Customer.
6.5.2. Appropriate any payment made by the Customer to Archisurface against such orders/invoices (or the goods supplied under any other contract between the Customer and Archisurface).
7.1. If agreed in writing collection of the Goods shall be made by the Customer collecting the Goods at Archisurface’ Premises within a maximum of 5 consecutive days after Archisurface has notified the Customer that the Goods are ready for collection. Should any damage occur to the goods after this time Archisurface will not be held liable. Archisurface also reserves the right to apply storage charges for any goods not collected within Seven days.
7.2. Any dates quoted for delivery of the Goods are approximate only and Archisurface shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by Archisurface in Writing. Archisurface shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Archisurface with other instructions that are relevant to the supply of Goods.
7.3. At the Customer’s request Archisurface may in Writing agree to deliver the Goods to some address other than Archisurface’ Premises in which case Archisurface shall arrange for transportation for the Goods from Archisurface’ Premises to such other address as agreed between the Customer and Archisurface. Unless otherwise agreed in writing Archisurface shall charge the Customer for each delivery in accordance with Condition 5.7. Archisurface uses third party transportation for this purpose and accepts no liability whatsoever for any damage caused by third party failures.
7.4. All deliveries are chargeable, based on the total weight of the Goods being delivered. All specific delivery requirements must be agreed at the time of order and may be subject to additional charges. Goods maybe delivered in advance of any agreed delivery date if required to do so by Archisurface subject to informing the client in advance.
7.5. Where possible Orders will be delivered in a single consignment. Any dates quoted for delivery of the Goods are approximate only. Please note that multiple and failed deliveries will incur an additional charge.
7.6. Where transportation is required to an address other than Archisurface’ Premises, delivery of the Goods will be considered as having been effected when placed upon the delivery vehicle at Archisurface’ or its suppliers Premises. In respect of these deliveries
7.6.1. Unless otherwise agreed in writing for commercial and residential orders, Archisurface offers kerbside delivery only; Sites whether residential or commercial need to ensure appropriate personnel are available at the site/premises to receive and sign for delivery, check it and ensure it is placed in a safe and secure place and ensure they have at suitable no’s of staff available to handle delivered goods. This is the responsibility of the customer and not Archisurface. Any damages or shortages must be notified in writing within 24 hours of the goods being delivered. Archisurface cannot take any responsibility after 24hours.
7.6.2. Please note that Archisurface is not insured to carry Goods inside any properties. Customers should arrange for suitable help on the day; and
7.6.3. Customers must inform Archisurface of any delivery restrictions. Where Archisurface is unable to deliver due to situations on site, delivery shall be rearranged, and an additional delivery charge may be applied in accordance with Condition 7.4.
7.7. Where the Goods are to be delivered in installments each delivery shall constitute a separate contract which shall be invoiced and paid for separately unless otherwise agreed in writing. Failure by Archisurface to deliver any one or more of the installments in accordance with these Conditions or any claim by the Customer in respect of any one or more installments shall not entitle the Customer to treat the Contract as repudiated.
7.8. If Archisurface fails to deliver the Goods for any reason other than any cause beyond its reasonable control or the Customer’s fault and Archisurface is accordingly liable to the Customer, Archisurface’ liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
7.9. If the Customer fails to take delivery of the Goods or fails to give Archisurface adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of Archisurface’ fault) then, without prejudice to any other right or remedy available to Archisurface, Archisurface may, on the earlier of either: 30 days from the date Archisurface notified the Customer that the Goods were ready for collection from Archisurface’ Premises; or 90 days from the date the Order was placed; or the date on which Archisurface tendered delivery at an address other than Archisurface’ Premises:
7.9.1. invoice the Customer for the price of the Goods (if not already invoiced);
7.9.2. charge a warehousing charge of £1 per square metre of Goods per day or another agreed price in writing maybe applicable until the Goods are removed from Archisurface’ /3rd party Premises; or
7.9.3. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for any excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
RISK AND PROPERTY
8.1. Risk of damage to or loss of the Goods shall pass to the Customer:
8.1.1. in case of Goods to be delivered at Archisurface’ Premises at the time when the Goods are available for collection at Archisurface’ Premises; or
8.1.2. in the case of Goods to be delivered otherwise than at Archisurface’ Premises, at the time the Goods have been placed up on the delivery vehicle at Archisurface’/supplier Premises or if the Customer fails to take delivery of the Goods the time when delivery is deemed to have scheduled or taken place in accordance with Condition 7.4
8.2. Notwithstanding delivery and the passing of risk in the Goods or any provision of these Conditions the property in the Goods shall not pass to the Customer until Archisurface has received in cash or cleared funds payment in full of the price of the Goods/services/charges and all other Goods agreed to be sold by Archisurface to the Customer for which payment is then due.
8.3. Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Archisurfaces’ fiduciary agent and bailee and shall keep the Goods separate from those of the Customer and third parties; and properly stored, protected, insured and identified as Archisurfaces’ property. Until that time Archisurface shall be entitled to use the Goods in the ordinary course of its business but shall account for the proceeds of sale or otherwise of the Goods and shall keep such proceeds separate from any moneys or property of the Customer.
8.4. Until such time as the property in the Goods passes to the Customer, Archisurface shall be entitled at any time to require the Customer to deliver up the Goods to Archisurface and if the Customer fails to do so forthwith to enter upon any Premises of the Customer or any third party where the Goods are stored and repossess the Goods.
8.5. The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Archisurface but if the Customer does so all moneys owing by the Customer to Archisurface shall (without prejudice to any other right or remedy of Archisurface) forthwith become due and payable.
8.6. The Customer must ensure that the delivery location is ready to receive the Goods and this must include ensuring that the location environment is appropriate to hold the Goods. For Goods such as wood and stone, water; humidity; and construction debris can negatively affect the product. Furthermore wood products must have sufficient time to acclimatise fully to the conditions of the room that it is being installed into. Guidance on the right conditions should be sought from the contractor fixing the Goods or from Archisurface specifications. Archisurface shall not be liable for any defect to the Goods arising from the incorrect storage following the collection of Goods or delivery.
WARRANTIES AND LIABILITY
9.1. Except as expressly stated in these Conditions all warranties and conditions whether express or implied by statute, trade usage custom or otherwise relating to the quality or fitness for any particular purpose are expressly excluded to the fullest extent permitted by law.
9.2. Subject to the terms set out in Condition 9, Archisurface warrants that it has title to the Goods and that the Goods Comply with expected levels of tolerance within the industry as set out in the relevant European & British standards and no warranty is given in respect of any greater level of tolerance.
9.3. Archisurface will not be liable for any calculations or estimates made by Archisurface from plans or measurements prepared by Archisurface or provided by the Customer. It is the Customer’s responsibility to determine the precise quantity of Goods required.
9.4. Where slip ratings are given, these are in line with UK Slip Resistance Group Guidelines or European Guides. Archisurface gives no guarantee or warranty in respect of slip ratings post installation.
9.5. Archisurface shall not be liable in respect of any defect arising from fair wear and tear, willful damage, negligence (other than by reason of Archisurface’ fault), or failure to treat or fix any Goods in accordance with Archisurface’ installation instructions or where the Goods have been used in areas or circumstances for which they are not recommended by Archisurface or for which they are unsuitable.
9.6. Archisurface is a supplier of the Goods only and accepts no responsibility for the installation of the Goods, unless otherwise agreed in writing. Notwithstanding Condition 9.12 Archisurface shall have no liability for any damage to the Goods or any other property, person or otherwise caused during or in connection with the installation of the Goods. Any guidelines or instructions that Archisurface provides in relation to installation are to act as a manufacturers guide only are not installation, location or Goods specific. The proper installation of the Goods should be carried out by an appropriately skilled professional in accordance with applicable laws and regulations.
9.7. Due to the inherent characteristics of the Goods caused by their production processes, the normally expected tolerances within the industry as detailed in the relevant European and British standards have to be accepted. All sizes quoted verbally or in writing are therefore approximate. Where different batches of the same Goods are used, the shade and size cannot be guaranteed. Furthermore, Archisurface shall not be liable in respect of variations of colour, shade, finish, tendency to staining (permanent or otherwise) veining or other naturally occurring imperfections in Goods which comprise wood, marble, slate, stone or granite.
9.8. All Goods must be examined by the Customer or the installer upon delivery and prior to fixing. Archisurface is unable to accept any claims once Goods have been fixed. Archisurface must be notified in writing of any defect or cause for rejection of the Goods prior to installation or within 24 hours of delivery even if the installation is later. If the Customer does not notify Archisurface accordingly the Customer shall not be entitled to reject the Goods and Archisurface shall have no liability for such defect or failure and the Customer shall be bound to pay the price if the Goods had been delivered in accordance with the Contract.
9.9. Archisurface offers no guarantee as to the quality or workmanship of any person or company whose name has been passed to the Customer and is not liable for any loss howsoever caused as a result of the behaviour or workmanship of any such person or company.
9.10. The Customer is responsible for ensuring that the Goods are fully and properly maintained, including but not limited to:
9.10.1. by the development and implementation of a proper maintenance schedule in accordance with Archisurface instructions or relevant European and British standards;
9.10.2. by ensuring that wood products are maintained at the appropriate humidity levels;
9.10.3. by ensuring that the Goods are adequately protected against damage (including but not limited to scratches, dents and scuff marks)
Incorrect maintenance of the Goods will impair the product, cause deterioration of the product performance, and/or create a finished surface that is not in line with the original design criteria. Archisurface accept no liability for deterioration where the correct maintenance procedures have not been adhered to.
9.11. Where any valid claim in respect of any of the Goods is accepted by Acquastone in accordance with these Conditions, Archisurface shall be entitled to resupply the Goods (or part in question) free of charge or at Archisurface’ sole discretion refund to the Customer a proportionate part of the price but Archisurface shall have no further liability to the Customer.
9.12. Except in respect of death or personal injury caused by Archisurface’ negligence Archisurface shall not be liable to the Customer 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 or otherwise) costs expenses or other claims for consequential compensation whatsoever (and whether caused by negligence of Acquastone its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use by the Customer except as expressly provided in these Conditions.
9.13. Archisurface’ total liability to the Customer in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 50% of the price of the Goods.
9.14. Archisurface shall be under no liability under any warranty guarantee or condition if the total price for the Goods has not been paid by the due date of payment.
9.15. Neither party shall be liable for failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event.
INSOLVENCY OF CUSTOMER
10.1. This Condition applies if:
10.1.1. the Customer 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 purposes of amalgamation or reconstruction) or
10.1.2. an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Customer or
10.1.3. the Customer ceases or threatens to cease to carry on business or
10.1.4. Archisurface reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
10.2. If this Condition applies then without prejudice to any other right or remedy available to Archisurface, Archisurface shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer and if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10.3. If, before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in Condition 10.1, then without limiting any other right or remedy the Customer's right to resell the Goods or use them ceases immediately.
GENERAL
11.1. Archisurface may, at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
11.2. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Acquastone.
11.3. No waiver by Archisurface of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.4. 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.
11.5. Archisurface can offer no refund in respect of surplus Goods.
11.6. All disputes arising out of this Contract (whether of a contractual or tortious nature or otherwise) shall be subject to the jurisdiction of the courts of England and Wales.
11.7. The Contract shall be governed by the laws of England.