Terms and Conditions of Sale
1.1. What these terms cover. These are the terms and conditions on which we supply products to you, whether these are goods or services, or whether the order is made on our website, by telephone, at our premises, or by such other means as we may permit.
1.2. Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information.
1.3. Are you a business customer or a consumer? In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:
- you are an individual; and
- you are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
If you are not a consumer then you are a business customer.
1.4. Clauses only relevant to business customers. The following clauses are only relevant to you if you are a business customer and are therefore not relevant to you if you are a consumer: 1.5, 6.1, 6.2, 8, 9.3, 12.1.1, 12.1.6, 15, 16.5, 16.6, 18, 19, 21.2 and 23.8.
1.5. If you are a business customer this is our entire agreement with you. If you are a business customer these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation based on any statement in these terms.
Information About Us And How To Contact Us
2.1. Who we are. These terms and conditions are applicable to all companies in the Robert Price Group. (1) We are Robert Price (Builders’ Merchants) Limited a company registered in England and Wales. Our company registration number is 1235332 and our registered office is at Park Road, Abergavenny, NP7 5PF. Our registered VAT number is 288922015. (2) We are Gower Timber Limited a company registered in England and Wales. Our company registration number is 04761374 and our registered office is at Park Road, Abergavenny, NP7 5PF. Our registered VAT number is 811049270. (3) We are Tudors Building Supplies (Hereford) Limited a company registered in England and Wales. Our company registration number is 02765722 and our registered office is at Park Road, Abergavenny, NP7 5PF. Our registered VAT number is 594239018. (4) We are P. Davies & Sons Limited a company registered in England and Wales. Our company registration number is 01065891 and our registered office is at Park Road, Abergavenny, NP7 5PF. Our registered VAT number is 135027694.
2.2. How to contact us. We have several branches and each branch has its own telephone number which can be found on the branches page on our website. If you want to speak to head office, you can contact us by telephoning 01873 858585, by emailing email@example.com or by writing to us at Robert Price (Builders’ Merchants) Limited, Park Road, Abergavenny, NP7 5PF. Alternatively, you can visit one of our branches and speak to a member of staff.
2.3. How we may contact you. If we have to contact you we will do so using the contact details you have provided.
2.4. “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
Our Contract With You
3.1. How we will accept your order. When purchasing products at our premises, our acceptance of your order will take place when we begin to process your order. If you are purchasing products online, by telephone or by such other means as we may permit, our acceptance of your order will take place when we contact you to accept it. Only once we have accepted your order will a contract come into existence between you and us.
3.2. If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing, or in person if you are purchasing products at our premises, and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified. Where we have provided a quote, we reserve the right to withdraw the quote at any time.
3.3. Your order number. We will assign an order number to your order which will be available on request by you.
3.4. We only sell to the UK. Our catalogue and website are solely for the promotion of our products in the UK. Unfortunately, we do not accept orders from addresses outside the UK.
3.5. Accuracy of any design, specification or drawing. You will be responsible to us for ensuring the accuracy of any design, drawing or specification provided by you.
4.1. Products may vary slightly from their pictures. The images of the products in our catalogues, price lists, advertising and on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that the colours accurately reflect the colour of the products. Your product may vary slightly from those images.
4.2. Product packaging may vary. The packaging of the product may vary from that shown in images in our catalogues, price lists, advertising and on our website.
4.3. Making sure your measurements are accurate. If we are making the product to measurements you have given us, you are responsible for ensuring that these measurements are correct.
Your Rights To Make Changes
5.1. If you wish to make a change to the product you have ordered, please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
Our Rights To Make Changes
6.1. Our right to make changes if you are a business. We reserve the right to amend the product or these terms if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the product, and we will notify you in any such event.
6.2. Our right to make changes to the price if you are a business. Our quotations and prices are based on costs prevailing at the date when they are given or agreed. Unless we agree otherwise with you in writing, we will be entitled to adjust the price of the products at the time of delivery by such amount as may be necessary to cover any increase in costs sustained by us after the date of acceptance of your order and any direct or indirect costs of making, obtaining, handling or supplying the products. Where we adjust the price of the products in accordance with this clause, we will use reasonable efforts to inform you of the adjustment as soon as possible.
6.3. Minor changes to the products if you are a consumer. We may change the product:
6.3.1. to reflect changes in relevant laws and regulatory requirements; and
6.3.2. to implement minor technical adjustments and improvements. These changes will not affect your use of the product.
Providing The Products
7.1. Ordering goods on-premises. When ordering products at our premises, delivery of the products will take place at our premises unless we agree otherwise with you.
7.2. Delivery costs. The costs of delivery shall be as set out in the quotation provided to you, or if no delivery costs are quoted, the costs of delivery will be as displayed to you on our website.
7.3. Special packaging and returnable pallets. We may charge you for special packaging and returnable pallets requested by you. The costs will be communicated to you during the order process and before we take any payment from you. The charge for a returnable pallet will be refunded if the pallet is returned to us in good condition, provided it is accompanied by the original invoice.
7.4. When we will provide the products. During the order process we will let you know when we expect to be able to provide the products to you. If the products are ongoing services, we will also tell you during the order process when and how you can end the contract.
7.5. We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control, then we will endeavour to contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.
7.6. Collection by you. If you collect the products from our premises, you can collect them from us at, any time during our working hours as displayed on our website or available by telephoning a branch.
7.7. If you are not at the delivery address when the product is delivered. If no one is available at the nominated delivery address(es) to take delivery, we will endeavour to contact you to inform you how to rearrange delivery or collect the products from a local branch.
7.8. If you do not re-arrange delivery. If you do not collect the products from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery branch we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 12.2 will apply.
7.9. Providing services. Where we are you providing you with services, you are responsible for providing all necessary consents and a safe environment for us to carry out the services.
7.10. If you do not allow us access to provide services. If you do not allow us safe and reasonable access to your property to perform the services as arranged (and you do not have a good reason for this) we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property we may end the contract and clause 12.2 will apply.
7.11. When you become responsible for the goods. A product which is goods will be your responsibility from the time we deliver the product to the address you gave us or you, or a courier organised by you, collect it from us. If you are a business customer and we deliver the goods to you, the goods will be your responsibility when the goods are ready for unloading at the designated delivery point.
7.12. When you own goods. You own a product which is goods once we have received payment in full.
7.13. Unloading goods. If we agree to deliver or procure the delivery of products to the address provided to us by you, we will deposit the products as near as possible to the designated address as a safe hard road permits. We may refuse to unload the products at premises which, in the driver’s opinion, are considered to be unsafe or unsuitable.
7.14. What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you. If we contact you to ask for this information and you do not provide it to us within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 12.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late, or not supplying any part of them, if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
7.15. Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:
7.15.1. deal with technical problems or make minor technical changes;
7.15.2. update the product to reflect changes in relevant laws and regulatory requirements; or
7.15.3. make changes to the product as requested by you or notified by us to you (see clause 6).
7.16. Your rights if we suspend the supply of products. We will contact you in advance to tell you we will be suspending supply of the product unless the problem is urgent or an emergency. If we have to suspend the product for longer than three months in any twelve month period we will adjust the price so that you do not pay for products while they are suspended. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than three months and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.
Providing The Products - Additional Terms For Business Customers
8.1. Conflict with clause 7. If you are a business customer, to the extent any of the provisions in this clause 8 conflict with any of the provisions in the preceding clause 7, the provisions of this clause 8 will take precedence.
8.2. Delivery dates are estimates only. Any date or time given by us for delivery or collection of all or any of the products, or performance of any services, is an estimate. We will not be liable for any failure to meet any estimate given or for any loss (whether financial or otherwise) resulting directly or indirectly as a result, including liability to any third party. Accordingly, time for delivery will not be of the essence.
8.3. Failure to accept delivery. If you fail to accept delivery of any products when they are ready for delivery, or we are unable to unload the products at the designated address because of inadequate access, instructions or consents, we will be entitled to immediate full payment and risk in the products will pass to you. We may store such products at your risk and cost until delivery and we may recover from you all related costs and losses that we incur.
8.4. Labour when unloading goods. If we agree to deliver or procure the delivery of products to the address provided to us by you, you must provide the necessary labour to unload the products. However, at our discretion we may provide a mechanical offloading facility. If the delivery vehicle is kept waiting for an unreasonable time, or we are required to provide additional staff to unload the products, this may result in an additional charge which we will communicate to you.
8.5. No liability for shortages. We will not be liable to you for any shortages in quantity delivered unless you advise our supplying branch of the shortages as soon as reasonably practicable, and you also give written notice to us of such shortages within two working days of delivery. In any event, our liability to you will be limited to making good the shortfall or (at our option) issuing a credit note or refund at the pro rata contract rate against any invoice raised for such goods.
8.6. Installation services. Where we are providing you with installation services, you are responsible for insuring the goods (whether before or after installation) and notifying your insurers that we will be carrying out such services. You will be responsible for protecting any property which may be at risk of damage during the installation.
8.7. Indemnities. If we deliver products other than on your private premises, you will be responsible for compliance with all regulations and for all steps which need to be taken for the protection of persons or property and will indemnify us in respect of all losses, damages, costs and expenses we may incur as a result of such delivery. You will indemnify us in respect of all losses, damages, costs or expenses incurred as a result of delivery in accordance with your instructions, although this indemnity will be reduced in proportion to the extent that such losses are due to our negligence.
8.8. Instalments. We reserve the right to make delivery by separate instalments and to issue a separate invoice in respect of each instalment. Cancellation or termination of one instalment will not entitle you to cancel any other instalment.
Intellectual Property Rights
9.1. What is intellectual property? Intellectual property is an umbrella term which is used to describe a range of legal rights that attach to certain types of information and ideas and to their particular forms of expression. Examples of intellectual property rights include trademarks, patents, design rights and copyright.
9.2. Ownership of intellectual property rights. All copyright and other intellectual property rights created, developed or used by us in the provision of design services will remain our sole property.
9.3. Intellectual property indemnity if you are a business customer. If any products are manufactured, processed or milled by us to the design or specification provided by you, you will unconditionally, fully and effectively indemnify us against all losses, damages, costs and expenses incurred as a result of such manufacturing, processing or milling infringing the intellectual property rights of any other person.
Your Rights To End The Contract
10.1. How you can end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you decide to end the contract and whether you are a consumer or business customer:
10.1.1. If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or a service re-performed or to get some or all of your money back), see clause 14 if you are a consumer and clause 15 if you are a business;
10.1.2. If you want to end the contract because of something we have done or have told you we are going to do, see clause 10.2;
10.1.3. If you are a consumer and have changed your mind about the product, see clause 10.3. You may be entitled to a refund if you are within the cooling-off period, but this may be subject to deductions and you may have to pay the costs of return of any goods;
10.1.4. In all other cases (if we are not at fault and you are not a consumer exercising your right to change your mind), see clause 10.6.
10.2. Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at clauses 10.2.1 to 10.2.5 (inclusive) below the contract will end immediately and we will refund you in full for any products which have not been provided. The reasons are:
10.2.1. you are a consumer and we have told you about an upcoming change to the product or these terms to which you do not agree (see clause 6.3;
10.2.2. you are a consumer and, subject to clause 6.2, we have told you about an error in the price or description of the product you have ordered, and you do not wish to proceed;
10.2.3. you are a consumer and there is a risk that supply of the products may be significantly delayed because of events outside our control;
10.2.4. you are a consumer and we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than three months; or
10.2.5. you have a legal right to end the contract because of something we have done wrong whether you are a consumer or a business customer.
10.3. Exercising your right to change your mind if you are a consumer (Consumer Contracts Regulations 2013). If you are a consumer then for most products bought online or over the telephone you have a legal right to change your mind within 14 days and receive a refund for the goods. However we may require you to pay the costs of return and to deduct a reasonable sum if there has been excessive handling of the product by you.
10.4. When consumers do not have a right to change their minds under the Consumer Contracts Regulations 2013. Your right as a consumer to change your mind does not apply in respect of:
10.4.1. services, once these have been completed, even if the cancellation period is still running;
10.4.2. products that have been made to your specification;
10.4.3. products that are liable to deteriorate or expire rapidly;
10.4.4. products sealed for health protection or hygiene purposes, once these have been unsealed after you receive them; and
10.4.5. any products which become mixed inseparably with other items after their delivery.
10.5. How long do consumers have to change their minds under clause 10.3? If you are a consumer how long you have to change your mind under clause 10.3 depends on what you have ordered and how it is delivered.
10.5.1. Have you bought services? If so, you have 14 days after the day we email you to confirm we accept your order. However, once we have completed the services you cannot change your mind, even if the period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind.
10.5.2. Have you bought goods? If so, you have 14 days after the day you (or someone you nominate) receives the goods, unless:
(a) Your goods are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery.
(b) Your goods are for regular delivery over a set period. In this case you have until 14 days after the day you (or someone you nominate) receives the first delivery of the goods.
10.6. Ending the contract when you are a consumer, where we are not at fault and there is no right to change your mind. Even if we are not at fault and you are not a consumer who has a right to change their mind (see clause 10.3), if you are a consumer you can still end the contract before it is completed, but you may have to pay us compensation. A contract for goods is completed when the product is delivered and paid for. A contract for services is completed when we have finished providing the services and you have paid for them. If you are a consumer and want to end a contract before it is completed where we are not at fault and you are not a consumer who has changed their mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of you ending the contract.
How To End The Contract With Us (Including If You Are A Consumer Who Has Changed Their Mind)
11.1. Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
11.1.1. Phone or email. Call the relevant branch or our head office on 01873858585 or email us at firstname.lastname@example.org. Please provide your name, home address, details of the order and, where available, your phone number and email address.
11.1.2. By post. Write to us at our head office (Robert Price (Builders’ Merchants) Ltd, Park Road, Abergavenny, NP7 5PF), including details of what you bought, when you ordered or received it and your name and address.
11.2. Returning products after ending the contract. If you end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us. You must either return the goods in person to where you bought them, post them back to us at the address we communicate to you in writing or (if they are not suitable for posting) allow us to collect them from you. Please call the relevant branch or our head office on 01873858585 or email us at email@example.com to arrange collection. If you are a consumer exercising your right to change your mind, you must send off the goods within 14 days of telling us you wish to end the contract.
11.3. When we will pay the costs of return. We will pay the costs of return:
11.3.1. if the products are faulty or misdescribed; or
11.3.2. if you are ending the contract for a reason set out at clause 10.2.1 to 10.2.5 (inclusive) above.
In all other circumstances you must pay the costs of return.
11.4. What we charge for collection. If you are responsible for the costs of return and we are collecting the product from you, we will charge you the direct cost to us of collection.
11.5. How we will refund you. If you are entitled to a refund under these terms, we will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
11.6. When we may make deduction from refunds if you are a consumer exercising your right to change your mind.
11.6.1. If you are exercising your right to change your mind, we may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods if this has been caused by or as a result of:
- your handling or storing them in a way which would not be permitted on our premises. If we refund you the price paid before we are able to inspect the goods and later discover you have handled or stored them in an unacceptable way, you must pay us an appropriate amount; or
- the supplier of any specially ordered goods, ordered at your request, refusing to accept a return of those goods and leaving us unable to resell such goods at the original price, due to the nature of the specification.
11.6.2. The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within 3-5 days at one cost but you choose to have the product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
11.6.3. Where the product is a service, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
11.7. When your refund will be made. We will make any refunds due to you as soon as reasonably possible. If you are a consumer exercising your right to change your mind then:
11.7.1. If the products are goods and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. For information about how to return a product to us, see clause 11.2.
11.7.2. In all other cases, your refund will be made within 14 days of you telling us you have changed your mind.
Our Rights To End The Contract
12.1. We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:
12.1.1. you are a business customer and you do not make any payment to us when it is due;
12.1.2. you are a consumer and you do not make payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due;
12.1.3. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products and/or services;
12.1.4. you do not, within a reasonable time, allow us to deliver the products to you or collect them from us;
12.1.5. you do not, within a reasonable time, allow us safe and reasonable access to your premises to supply the services; or
12.1.6. you are a business customer and you become unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986.
12.2. You must compensate us if you break the contract. If we end the contract in the situations set out in clause 12.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of you breaking the contract.
12.3. We may withdraw the product. We may write to you to let you know that we are going to stop providing the product. We will give you reasonable notice in advance of our stopping the supply of the product and will refund any sums you have paid in advance for products which will not be provided.
If There Is A Problem With The Product
13.1. How to tell us about problems. If you have any questions or complaints about the product, please contact us. Please call the relevant branch or our head office on 01873 858585 or email us at firstname.lastname@example.org. Alternatively, please speak to one of our staff at the relevant branch.
Your Rights In Respect Of Defective Products If You Are A Consumer
14.1 If you are a consumer, we are under a legal duty to supply products that are in conformity with this contract. Nothing in these terms will affect your legal rights.
14.2 Your obligation to return defective products. If you wish to exercise your legal rights to reject defective products you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call the relevant branch or our head office on 01873858585 or email us at email@example.com to arrange returns for defective products.
Your Rights In Respect Of Defective Products If You Are A Business
15.1. If you are a business customer, we warrant that on delivery any products which are goods will:
15.1.1. conform in all material respects with their description and any relevant specification provided by or agreed with us;
15.1.2. be free from material defects in design, material and workmanship; and
15.1.3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
15.2. Subject to clause 15.3, if:
15.2.1. you give us notice in writing within a reasonable time of discovery that a product does not comply with the warranty set out in clause 15.1;
15.2.2. we are given a reasonable opportunity of examining such product; and
15.2.3. you return such product to us at our cost, we shall, at our option, repair or replace the defective product, or refund the price of the defective product in full.
15.3. We will not be liable for a product’s failure to comply with the warranty in clause 15.1 if:
15.3.1. you make any further use of such product after giving a notice in accordance with clause 15.2.1;
15.3.2. the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the product or (if there are none) good trade practice;
15.3.3. the defect arises as a result of us following any drawing, design or specification supplied by you;
15.3.4. you alter or repair the product without our written consent; or
15.3.5. the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal working conditions.
15.4. Except as provided in this clause 15, we shall have no liability to you in respect of a product’s failure to comply with the warranty set out in clause 15.1.
15.5. These terms shall apply to any repaired or replacement products supplied by us under clause 15.2.
Price And Payment
16.1. The price of the product. We use our best efforts to ensure that the price of the product advised to you is correct. However, please see clause 16.3 for what happens if we discover an error in the price of the product you order.
16.2. We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
16.3. What happens if we get the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.
16.4. When you must pay. When you must pay depends on the product you are buying and whether you are making credit account purchases or not:
16.4.1. For non-credit account purchases for goods, you must pay for the products at the time of purchase or, at our discretion, at the time of delivery (or deemed delivery).
16.4.2. For credit account purchases for goods, you must pay for the products no later than the last day of the month following the month in which the goods are delivered (or deemed delivered).
16.4.3. For services, you must make an advance payment of 25% (or an amount as otherwise agreed between us) of the price of the services, before we start providing them. We will usually invoice you for the balance of the price of the services when we have completed them but we reserve the right to invoice you weekly in arrears for the services until the services are completed. You must pay each invoice within the agreed terms of the invoice.
16.5. Rights of set-off if you are a business customer. If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
16.6. If you are a business customer, we may at any time, without notice to you, set-off any amounts due from us to you, against any amounts due from you to us. Any exercise by us of our rights under this clause shall not limit or affect any other rights or remedies available to us under this agreement or otherwise.
16.7. Our right to refuse to process an order if you are a business customer. We reserve the right to refuse to process any order if you are a business customer and the arrangements for payment are, or your credit is, not satisfactory to us. In our sole discretion, we may require payment or security satisfactory to us for each consignment when it is available and before it is dispatched, in which case delivery will not be deemed to take place until we are in receipt of cleared funds or such security.
16.8. We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Lloyds Bank PLC from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
16.9. What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
Our Responsibility For Loss Or Damage Suffered By You If You Are A Consumer
17.1. We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of us breaking this contract or us failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
17.2. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products; and for defective products under the Consumer Protection Act 1987
17.3. When we are liable for damage to your property. If we are providing services in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the services.
17.4. We are not liable for business losses. If you are a consumer, we only supply the products to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 18.
Our Responsibility For Loss Or Damage Suffered By You If You Are A Business
18.1. Nothing in these terms shall limit or exclude our liability for:
18.1.1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
18.1.2. fraud or fraudulent misrepresentation;
18.1.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
18.1.4. any matter in respect of which it would be unlawful for us to exclude or restrict liability.
18.2. Except to the extent expressly stated in clause 15.1, all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
18.3. If any products are not manufactured by us or have been processed or milled by a third party, whether or not at our or your request, our liability in respect of any defect in workmanship or materials of such products will be limited to such rights against the manufacturer or the third party as we may have in respect of the products. We will on written request provide details of our rights against the manufacturer or third party and any other terms or conditions imposed by the manufacturer or the third party. So far as possible, we will assign to you any such rights on written request.
18.4. Subject to clause 18.1:
18.4.1. we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
18.4.2. our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the price paid by you for products or services under such contract.
Guarantees If You Are A Business
19.1. If you are a business customer and trading via a limited company with a credit account, the unconditional and irrevocable guarantee for payment of all the financial obligations to us granted by the director(s) of the limited company in consideration of our opening and making available to you a credit account (the Guarantee) will be a continuing security and will not be discharged by any intermediate settlement of the credit account.
19.2. The Guarantee will endure for the benefit of us, our successors and assigns and can be assigned in whole or in part by us to any company member of the Robert Price group without notice to you.
19.3. Where two or more directors of a limited company have granted the Guarantee, the obligation will take effect as joint and several obligations and the Guarantee will not be revoked or impaired as a result of the death, incapacity or insolvency of one of the guarantors.
19.4. We may, at our sole discretion, release or discharge any of the guarantors from their obligations under the Guarantee, or accept any composition from or make any other arrangements with any of the guarantors, without releasing or discharging the other(s) or without prejudicing or affecting our rights and remedies against the other(s).
Health And Safety
20.1. Information is available on request about the use of certain products which, if incorrectly used, could give rise to health and safety risks. It is your responsibility to read or bring this information to the attention of the user of the products and to take any steps or precautions as are necessary to preserve the health and safety of any person handling, using or disposing of the products.
21.1. Unless you are a consumer and it is our legal responsibility to do so, you will be responsible for the disposal of any waste arising from the products and will comply with all applicable laws, regulations and waste management licences relating to such waste.
21.2. If you are a business customer, you will indemnify us against all costs, claims, liabilities and expenses arising from any breach by you of this clause.
How We May Use Your Personal Information
22.1. How we will use your personal information. We will only use your personal information as set out in our Privacy & GDPR Policy.
Other Important Terms
23.1. We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. This includes to any member company of the Robert Price group.
23.2. You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
23.3. Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
23.4. Rights and obligations on termination. Termination of these terms will not affect any rights and obligations which have already arisen at the time of termination.
23.5. If a court finds part of this contract illegal, the rest will continue in force. Each of the clauses of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
23.6. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of you breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
23.7. Which laws apply to this contract and where you may bring legal proceedings if you are a consumer. These terms are governed by English law and you can bring legal proceedings in respect of the products in the courts of England and Wales. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
23.8. Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.