Terms and Conditions

CARBOCLASS LIMITED T/A Advance Roofing Supplies (company number 01906203)

12-15 Hanger Green, London, W5 3EL

1. Interpretation

1.1 Definitions:

• Collection Date: has the meaning given in clause 5.3.
• CMR: a contrat de transport international de marchandises par route waybill.
• Credit Limit: the maximum amount of credit for the Customer as approved by the Supplier following its credit account application process (including without limitation work in progress). The Customer accepts compliance with these terms and conditions as a condition of being approved for a Credit Limit.
• Customer: the customer specified in the Sales Order.
• Customer's Premises: the address specified on the Sales Order.
• Collection Point: the Supplier’s Premises or such other location as the Supplier specifies on the Sales Order.
• Delivery Date: the date agreed upon between the Supplier and the Customer for the delivery of the Products to the Delivery Point.
• Delivery Point: the address specified on the Sales Order or another agreed location where the Products are to be delivered, which may be the Customer's Premises or kerbside by default.
• Intellectual Property Rights: all intellectual property rights, registered or unregistered, associated with the Products as detailed in this clause.
• Invoice: an invoice raised by the Supplier in accordance with clause 7.1.
• Prices: the prices for the Products specified on the Sales Order.
• Order: an order for Products submitted by the Customer and accepted by the Supplier in accordance with clause 3.
• Order Reference: the reference applied to the Sales Order.
• Products: the products set out in the Sales Order, as amended from time to time in accordance with clause 9.
• Product Condition: has the meaning given in clause 4.1.
• SAD: single administrative document (C88).
• Sales Order: the sales order specifying details of the Products and Prices.
• Specification: the specification of the Products set out in the Sales Order, or any other agreed specification.

2. Sale of the Products

• 2.1 Subject to clause 3.4, during the term and subject to the provisions of this agreement, the Supplier shall sell such quantities of the Products as may be ordered by the Customer from time to time.
• 2.2 This agreement shall apply to all future arrangements between the parties for the Supplier to supply and the Customer to buy Products unless the parties agree otherwise in writing.
• 2.3 The Supplier shall not be obliged to accept any order for any Products.

3. Order Process

• 3.1 When the Customer wishes to place an order for Products, it shall either send a written order to the Supplier or submit orally an order, provided that an order made orally shall be confirmed by a Sales Order.
• 3.2 An Order shall be treated as an offer by the Customer to contract with the Supplier, but shall not be binding on the Customer until accepted by the Supplier in accordance with clause 3.4. The Supplier may, at its sole discretion, accept amendments to an Order after acceptance.
• 3.3 The Supplier shall apply an Order Reference to each Order received from the Customer and inform the Customer of the Order Reference as soon as reasonably practicable.
• 3.4 The Supplier shall, at its discretion, accept the Order using a Sales Order, and such shall be treated as acceptance of the Customer's Order.
• 3.5 Collection or delivery of the Products shall occur in accordance with the Sales Order and the provisions of this agreement.
• 3.6 Any other order mechanism or method may be stipulated by the Supplier from time to time.

4. Specification of the Products

• 4.1 Subject to clause 4.2, the Supplier confirms that all Products sold by the Supplier to the Customer pursuant to this agreement will conform in all material respects to the Specification (Product Condition). All other warranties or conditions (whether express or implied) as to quality, condition, description, compliance with sample or fitness for purpose are excluded to the fullest extent permitted by law.
• 4.2 The Customer agrees that:
• (a) If it uses any replacement or alternative parts, accessories, or products not purchased from the Supplier or specifically authorised by the Supplier, it does so entirely at its own risk, and the Supplier shall have no liability in respect of the same or the consequences thereof.
• (b) The Customer shall use all Products, including third-party products, in accordance with associated instructions and specifications.

5. Collection and Delivery of the Products

• 5.1 The Supplier will fulfil its contractual obligations in respect of each collection or delivery, provided that it makes available for collection or delivers at least the quantity specified on the Sales Order. The Customer shall provide sufficient labour and/or equipment to facilitate loading or unloading in each case. For deliveries:
• (a) The Customer shall notify the Supplier in advance of any conditions, including health and safety or hazard issues, which might reasonably affect delivery.
• (b) It shall be the delivery driver's absolute and final right to decide whether it is safe and appropriate to carry out delivery case by case.
• 5.2 The Customer shall pay for the actual quantity collected or received.
• 5.3 Dates related to collection or delivery indicated by the Supplier are approximate only. Time is not of the essence for making the Products available for collection or for delivery. The Supplier and Customer shall mutually agree upon the Collection Date or Delivery Date within 3 business days of the Supplier's communication.
• 5.4 Subject to clause 5.3, collection of the Products shall take place from the Collection Point on the Collection Date (failure to do so may result in additional costs and charges for the Customer). Delivery of the Products shall take place at the Delivery Point on the Delivery Date.
• 5.5 The Customer shall, within fourteen days of delivery of the Products, give written notice of rejection to the Supplier due to:
• (a) Any defect that causes the Products to not comply with the Product Condition and was apparent upon reasonable inspection.
• (b) Any discrepancies with sales documentation.
• 5.6 If the Customer fails to provide notice as specified, except for defects not apparent on reasonable inspection, the Products shall be conclusively presumed to comply with the Product Condition. The Customer shall be deemed to have accepted the Products, and the Supplier shall have no liability for that collection.
• 5.7 If the Customer alleges that any Products are defective, it shall, if requested by the Supplier, return the relevant Products (unaltered) to the Supplier for inspection at its own risk and expense.
• 5.8 If the Customer rejects any Products that do not comply with the Product Condition, the Supplier shall, within fourteen days of accepting the non-compliance:
• (a) Make available replacement Products that comply with the Product Condition, without breaching this agreement.
• (b) Notify the Customer of its inability to supply replacement Products, allowing the Customer to source equivalent Products from another supplier, with a credit issued for the rejected Products.
• 5.9 The Supplier's decision on whether the Products comply with the Specification shall be final.

6. Import/Export Licences

• 6.1 If applicable, the Customer is responsible for obtaining, at its own cost, all necessary import/export licences and consents for the Products. If required, these must be made available to the Supplier before shipment.
• 6.2 The Customer agrees to provide proof of export to the Supplier in the form of a CMR and SAD (or regional equivalent), compliant with UK HMRC requirements, within 14 days of collection. Failure to provide this documentation may result in the Supplier charging VAT to the Customer.

7. Prices and Payment

• 7.1 The Customer shall pay the Supplier for the Products in accordance with this clause.
• 7.2 The Supplier shall invoice the Customer for the Prices, including additional charges for delivery if agreed upon.
• 7.3 The Customer may place multiple Orders up to the value of the Credit Limit, subject to the Supplier’s discretion.
• 7.4 Payment for each Invoice must be made to the bank account specified on the Sales Order, regardless of whether collection has occurred or property in the Products has passed to the Customer. The Customer may not offset payment obligations under this agreement.
• 7.5 All monetary amounts are exclusive of VAT or similar taxes, which shall be paid in addition. If the Customer is required to deduct taxes by law, they shall increase the payment to leave the Supplier whole as if no deductions were made.
• 7.6 All amounts become immediately due if this agreement is terminated or novated, notwithstanding other provisions.
• 7.7 Time for payment is of the essence, and payment is not considered made until received in cleared funds.
• 7.8 Late payments will incur interest at 4% above the Bank of England's base rate, accruing daily. The Supplier may also suspend or withdraw the Customer’s credit account until all outstanding invoices are paid.
• 7.9 For payments disputed in good faith, interest applies only after resolution of the dispute, on sums found due from the original due date until payment.
• 7.10 All amounts must be paid without set-off, counterclaim, deduction, or withholding, except for mandatory tax deductions under clause 7.5.

8. Title and Risk

• 8.1 Risk in and responsibility for the Products shall pass to the Customer upon collection from the Collection Point or delivery to the Delivery Point, as agreed.
• 8.2 Ownership of the Products shall not pass to the Customer until the Supplier has received payment in full of all monies owed by the Customer to the Supplier, subject to the Credit Limit where applicable.
• 8.3 Until ownership passes to the Customer, the Products shall be held by the Customer under the following conditions:
• (a) Stored separately and clearly identifiable as the property of the Supplier.
• (b) Not mixed with other goods or altered.
• (c) Maintained in a satisfactory condition.
• (d) Insured for at least their Price, with proceeds held on trust for the Supplier in a separate account, and not mixed with other funds.
• 8.4 The Customer may resell the Products in the ordinary course of business but must hold the proceeds on trust for the Supplier and account for any shortfall in payment.
• 8.5 The Customer loses possession and resale rights if:
• (a) They become subject to insolvency or other legal events as per clause 12.1(b)-(j).
• (b) The agreement is terminated, and outstanding amounts are not paid within 30 days.
• (c) Legal or equitable execution is levied on the Customer's property.
• 8.6 The Supplier has an irrevocable licence to enter the Customer's premises to inspect, count, or recover Products.
• 8.7 The Customer shall register necessary charges over goods or money and take steps to give effect to this clause at the Supplier's request.

9. Changes

• 9.1 The Supplier may amend the Sales Order immediately by written notice to:
• (a) Exclude one or more Products from the agreement.
• (b) Alter the Specification without materially affecting performance.
• (c) Include modified, additional, or replacement Products.
• 9.2 The Supplier may alter the Specification beyond clause 9.1(b) with notice. If the Customer has placed an Order, they may cancel only the part of the Order affected by the variation.
• 9.3 The Supplier may exclude Products from the agreement beyond clause 9.1(a), varying the Order to reflect the exclusion.

10. Intellectual Property Rights

• 10.1 The Customer acknowledges:
• (a) The Intellectual Property Rights belong to the Supplier or its licensors.
• (b) This agreement does not grant any licence or rights to the Intellectual Property Rights.
• (c) Any reputation in trade marks benefits the Supplier or its licensors.
• 10.2 The Customer shall not repackage Products or remove copyright or proprietary notices.
• 10.3 The Customer shall not register or use any trade mark similar to the Supplier's trade marks or trade names.
• 10.4 If a third-party infringement claim arises, the Supplier may:
• (a) Modify or replace the Products.
• (b) Procure the Customer's right to use the Products.
• (c) Repurchase the Products at a depreciated value.
• 10.5 The Customer shall notify the Supplier of:
• (a) Any infringement of Intellectual Property Rights.
• (b) Any third-party claim regarding the Products.
• 10.6 The Customer agrees to assist the Supplier in legal proceedings related to Intellectual Property Rights.

11. Confidentiality

• 11.1 Neither party shall disclose confidential information of the other party during or for two years after the agreement, except as permitted in clause 11.2.
• 11.2 Confidential information may be disclosed:
• (a) To employees, representatives, or advisers needing it for the agreement.
• (b) If required by law, court, or regulatory authority.
• 11.3 Confidential information shall only be used to fulfill rights and obligations under the agreement.

12. Termination

• 12.1 Either party may terminate this agreement by giving written notice to the other party if any of the following events occurs:
• (a) The other party commits a material breach of this agreement which (in the case of a breach capable of remedy) has not been remedied within 30 days of the receipt by the other of a notice specifying the breach and requiring its remedy.
• (b) A winding-up order or bankruptcy order is made against the other party.
• (c) The other party passes a resolution or makes a determination for it to be wound up (without a declaration of solvency/except for the purposes of amalgamation or reconstruction, the terms of which have been previously approved in writing by the other party).
• (d) The other party has appointed to it an administrator or an administrative receiver.
• (e) Being a partnership in addition to the above, suffers bankruptcy orders being made against all of its partners.
• (f) An incumbrancer takes possession, or a receiver, manager, or administrative receiver is appointed, of the whole or any part of the other party's assets.
• (g) The other party ceases or suspends payment of any of its debts, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986.
• (h) Any arrangement, compromise, or composition in satisfaction of its debts is proposed or entered into.
• (i) The other party ceases, or threatens to cease, to carry on business.
• (j) Any event analogous to those described in clause 12.1(b) to clause 12.1(h) occurs in relation to the other party in any jurisdiction in which that other party is incorporated, resident, or carries on business.
• 12.2 If the Customer becomes subject to any of the events listed in 12.1(b) to clause 12.1(h), or the Supplier reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Supplier, the Supplier may reduce or withdraw the Credit Limit, cancel or suspend all further deliveries under each Order or under any other contract between the Customer and the Supplier without incurring any liability to the Customer, and all outstanding sums in respect of Products delivered to the Customer under any Order or contract shall become immediately due.
• 12.3 Following the termination of this agreement for any reason whatsoever, the Supplier shall be entitled (at its option) to cancel any Orders which have not yet been delivered.
• 12.4 Termination or expiry of this agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
• 12.5 Without limiting its other remedies or rights, the Supplier may reduce or withdraw the Credit Limit and terminate all Orders and contracts in force with immediate effect if the Customer fails to pay any sums due under any Order or contract or breaches the conditions applied to the Credit Limit.

13. Force Majeure

• Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances, or causes beyond its reasonable control. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 30 days, the party not affected may terminate this agreement by giving 14 days' written notice to the affected party.

14. Entire Agreement

• 14.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
• 14.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

15. Waiver of Rights Based on Misrepresentation

• 15.1 Each party unconditionally waives any rights it may have to claim damages against the other on the basis of any oral or written statement made by the other or by its legal advisers (whether made carelessly or not) that is not set out or referred to in this agreement (or for breach of any warranty given by the other not so set out or referred to), unless such statement or warranty was made or given fraudulently.
• 15.2 Each party unconditionally waives any rights it may have to seek to rescind this agreement on the basis of any statement made by the other (whether made carelessly or not), unless such statement was made fraudulently.

16. Limitation of Liability

• 16.1 The Supplier's total liability in contract, tort (including negligence), misrepresentation, or otherwise in relation to this agreement shall be limited to the amount paid by the Customer for the Products.
• 16.2 The Supplier shall not be liable to the Customer for:
• (a) Any indirect, special, or consequential loss or damage.
• (b) Loss of data or other equipment or property.
• (c) Economic loss or damage.
• (d) Incurring of liability for loss or damage of any nature whatsoever suffered by third parties (including in each case incidental and punitive damages).
• (e) Any loss of actual or anticipated profit, interest, revenue, anticipated savings, or business or damage to goodwill, even if the Supplier is advised in advance of the possibility of any such losses or damages.
• 16.3 The Supplier shall not be liable for any losses arising from the Customer's subsequent use or misuse of the Products including (without limitation):
• (a) Fair wear and tear.
• (b) Wilful damage.
• (c) The Customer's negligence, or that of its agents or employees, or any failure to follow the Supplier's instructions as to use of the Products.
• (d) Abnormal working conditions beyond those referred to in the Specification.
• (e) Any alteration or repair of the Products by any manufacturing process or otherwise, save for any latent defect which means that the Product did not comply with the Specification.
• 16.4 The Supplier is not liable for a defect in the Products unless it is notified to the Supplier within fourteen days of the date of collection.
• 16.5 The Supplier is not liable for:
• (a) Non-collection or non-delivery, unless the Customer notifies the Supplier of the claim within fourteen days of the date of the Supplier's invoice.
• (b) Shortages in the quantity of Products collected unless the Customer notifies the Supplier of a claim within fourteen days of receipt of the Products.
• (c) Damage to or loss of all or part of the Products in transit, in respect of which the Customer shall ensure suitable and appropriate insurance is in place.
• 16.6 The Customer acknowledges and agrees that the Prices reflect the limitations of liability contained in this agreement.

17. Assignment

• The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

18. Cumulative Remedies

• The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

19. No Partnership or Agency

• 19.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
• 19.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

20. Costs

• Except as expressly provided in this agreement, each party shall pay its own costs incurred in connection with the negotiation, preparation, and execution of this agreement and any documents referred to in it.

21. Severance

• 21.1 If any provision or part-provision of this agreement is or becomes invalid, illegal, or unenforceable, it shall be deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
• 21.2 If any provision or part-provision of this agreement is deemed deleted under clause 21.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

22. Counterparts

• 22.1 This agreement may be executed in any number of counterparts and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart.
• 22.2 Each counterpart, when executed, shall be an original, but all counterparts shall together constitute one and the same instrument.

23. Announcements

• No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court, or other authority of competent jurisdiction.

24. Amendment and Waiver

• 24.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
• 24.2 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

25. Third Party Rights

• 25.1 Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
• 25.2 The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

26. Notices

• 26.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
• (a) Delivered by hand or by pre-paid first-class post or other next working day delivery service at its principal place of business; or
• (b) Sent by email to the most recent email address specified in the Sales Order or via which the Sales Order is sent/received.
• 26.2 Any notice or communication shall be deemed to have been received:
• (a) If delivered by hand, at the time the notice is left at the proper address;
• (b) If sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
• (c) If sent by email, at 9.00 am on the next Business Day after transmission.
• 26.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

27. Survival of Obligations

• Any of the provisions of this agreement that are expressed to take effect in whole or in part on or after termination, or are capable of having effect after termination, shall remain in full force and effect despite termination.

28. Governing Law and Jurisdiction

• 28.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
• 28.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
• 28.3 Each party irrevocably consents to any process in any legal action or proceedings under clause 28.1 above being served on it in accordance with the provisions of this agreement relating to service of notices. Nothing contained in this agreement shall affect the right to serve process in any other manner permitted by law.
• 28.4 Nothing in this clause 28 shall limit the right of the Supplier to take proceedings against the Customer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdiction preclude the Supplier from taking proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

29. Language

• This agreement is drafted in the English language. If this agreement is translated into any other language, the English language version shall prevail. Any notice given under or in connection with this agreement shall be in the English language. All other documents provided under or in connection with this agreement shall be in the English language, or accompanied by a certified English translation.

30. Supplemental Terms for Consumer Transactions

• 30.1 These Terms and Conditions also apply to transactions involving consumers, and nothing in these Terms and Conditions shall affect the statutory rights of a consumer under the Consumer Rights Act 2015, the Consumer Contracts Regulations 2013, or any other applicable consumer protection legislation in the United Kingdom.
• 30.2 Where the Customer is a consumer as defined under UK consumer protection laws, the following terms shall apply and take precedence over the foregoing terms and conditions:
• (a) Right to Cancel: Consumers have the right to cancel their Order for any reason within 14 days from the day on which they acquire physical possession of Products. To exercise the right to cancel, consumers must inform us of their decision to cancel this contract by a clear statement using these contact details:  sales@advanceroofing.co.uk 
• (b) Returns and Refunds: If a consumer cancels an order within the 14-day cooling-off period, we will reimburse all payments received from them, including the costs of delivery (except for the supplementary costs arising if the consumer chose a type of delivery other than the least expensive type of standard delivery offered by us). We will make the reimbursement without undue delay, and not later than 14 days after the day we receive back any goods supplied, or (if earlier) 14 days after the day you provide evidence that you have returned the goods.
• (c) Quality, Fitness for Purpose, and Description: The goods will be as described, fit for purpose, and of satisfactory quality. In the event of any breach of these statutory warranties, consumers are entitled to specific rights under the Consumer Rights Act 2015, including a short-term right to reject, the right to repair or replacement, and the right to a price reduction or a final right to reject.
• (d) Delivery of Products: The Products will be delivered, where relevant, without undue delay and in any event not more than 30 days after the day on which the contract is entered into, unless otherwise agreed by the consumer.
• (e) Data Protection and Privacy: We will comply with applicable UK Data Protection legislation in processing any personal data provided by consumers in connection with their purchase.
• (f) Complaints and Dispute Resolution: If a consumer has any complaints or issues relating to their purchase, they should contact us using the contact details provided in these Terms and Conditions. We aim to resolve any complaints within a reasonable time frame. Consumers also have the right to use alternative dispute resolution mechanisms if their complaint cannot be resolved through direct communication with us.