WOOD FLOORING SUPPLIERS AND INSTALLERS  THROUGHOUT THE UK AND INTERNATIONALLY

1. Definitions The “Seller” means Vision Flooring Cranbrook Ltd. The “Buyer” means the person,

persons sole trading or incorporated organisation who have purchased or intend to purchase any product or service from Vision Flooring Ltd.

2. Effect of Conditions (a) In these terms and conditions the word “contract” means the agreement to supply goods and/or services upon the terms and conditions set out herein and all agreements by which the Seller

agrees to supply goods to the Buyer shall be subject to these terms and conditions and these only.

(b) No binding contract shall come into force unless and until the Buyer’s order is accepted in writing on behalf of the seller and all offers by the seller are conditional upon such written acceptance.

Should the Seller decide not to accept the contract, it will notify the purchaser of its decision, but will not be required to give any reason whatsoever for such decision.

3. Goods (a) The word “goods” in this contract shall, where the context permits, mean all timber, timber products, fixing and associated products, spare parts, other goods and extends to repairs or services to be provided under this contract.

(b) Subject to sub-clause 7(a) below, all descriptions, drawings and particulars relating to the goods in any catalogues, leaflets, brochures or other documents are for illustrative purpose only and do not form part of the contract. All representations as to performance of the goods relate to their performance in normal conditions and when used correctly. (c) Unless otherwise expressly agreed, goods supplied will be in accordance with manufacturer’s normal designs and specifications current at the date of manufacture or delivery and the supply by the Seller of goods differing from any contractual or pre-contractual specifications or descriptions shall not be a breach of this contract so long as the goods supplied are of approximately equivalent performance to the goods referred to in such specifications or descriptions.

4. Delivery, Installations and Rik (a) Unless otherwise expressly agreed, the price for the goods is exclusive of the costs of packing, carriage, installation and of value added tax, which will be added to the price at the rates prevailing at the time of the order.

(b) The times for delivery and installation of the goods are not of the essence of the contract. The agreed dates for delivery and installation are estimates only and a failure by the Seller to comply with them shall not alone be a breach of the contract.

(c) Unless otherwise expressly agreed the place of delivery shall be the Buyer’s premises as stated on the Invoice and the goods shall be at the Buyer’s risk from the time that the Seller has delivered the goods to the Buyer’s premises.

(d) Where the goods are installed by the Seller, it is the Buyer’s responsibility to make available prepared storage areas for storing the goods for acclimatisation for at least 24 hours prior to installation and for ensuring that the room temperature and humidity are kept at the level normally found at the installation site. The Buyer is also solely responsible for providing all necessary access, and information including the location of electrical, gas and water pipes, wires or other conduits, and any other information necessary to enable the installation to proceed without

interference or delay on the agreed date. The Buyer agrees to clear of all furniture from areas where flooring is to be installed

(e) If any payment is overdue for one month or the Buyer ceases to trade or enters into any arrangement with his creditors or has a receiver appointed or a petition is presented or a resolution passed for the winding up of the Buyer (if a company) other than for the purpose of a bonafide reconstruction or amalgamation, the Buyer shall be deemed to have repudiated this and all other contracts with the Seller and the Seller shall be entitled to stop any goods in transit and to cancel any further deliveries without prejudice to the Seller’s rights.

5. Price and Payment (a) Unless otherwise expressly agreed, the price is payable as follows:

Installation and Supply: (i) 40% on the Deposit Due Date as stated on the Invoice

(ii) 40% on Balance Due Date as stated on the Invoice

(iii) 20% on completion of installation payable on site on the day of completion

Supply only: 100% on date of order

If the Buyer does not take delivery when requested, the price is payable the day the Seller has requested the Buyer to take delivery, together with a reasonable charge for the care and storage of the goods. Time for payment is of the essence of the contract. If payment is not paid when due, the order will not be further processed until payment is made in full. All payments will carry interest at 1.5% per month compounded on the last day of each month from time to time the day after payment has become due. Unless otherwise stated, all payments are to be made in sterling at the Seller’s office as displayed on the invoice.

(b) Where the contract provides for goods to be delivered by instalments which are to be separately paid for, the contract shall not be severable and failure by the Buyer to pay for or accept a delivery by the due date shall entitle the Seller at his option to treat the whole contract as repudiated.

(c) The price may be increased by the Seller at his discretion to take account of fluctuations in exchange rates or increases in the cost of goods to him or taxes or other such factors.

(d) The price shall be payable without deduction or set-off of any kind in respect of cross-claims, which shall be settled separately.

(e) Payment may be accepted by direct debit, personal cheque, building society cheque, banker’s draft, debit card or credit card.

6. Property in the Goods (a) Until full payment has been received by the Seller of all amounts due from the Buyer under the contract or otherwise, the property in the goods shall remain with the Seller and the Buyer shall store them so that they are readily identifi able as the Seller’s. If goods have been resold the Seller’s beneficial entitlement shall attach to the proceeds of resale or to the claim for such proceeds. The Buyer shall be the trustee and or baillee in respect of such proceeds of resale until the Seller has received payment.

(b) If any payment is overdue for 14 days from the date stated on the invoice (or implied thereon) or the Buyer ceases to trade or enters into any arrangement with his creditors or has a receiver appointed or a petition is presented or a resolution passed for the winding up of the Buyer (if a company) other than for the purpose of a bonafide reconstruction or amalgamation, the Seller’s consent to the Buyer’s possession of the goods shall cease and the Seller or the Seller’s agent may recover them forthwith from the Buyer or from any person not being a bona fi de purchaser of them without notice of this clause and the Seller may enter upon premises where his goods may be to search for and remove them.

7. Conditional Warranties (a) The Seller undertakes to remedy free of charge by repair or replacement any defects in the goods or any part of the goods at the Seller’s discretion appearing within 12 months of delivery

and Liability of the Seller (or such longer period as may be stated in writing) that arise under proper use and normal conditions and are caused by faulty goods and workmanship provided that the Buyer notifies the Seller promptly of such a defect in writing, and provided also that sub-clause 7(e) below does not apply.

(b) The guarantee will not apply when:

(i) The buyer, his agents or anyone else not authorised by VISION FLOORING (Cranbrook) LTD Ltd makes any alterations to the flooring before or after the flooring has been installed

(ii) If there is a climatic change to the property when the flooring has been installed outside of normal climatic tolerances

(iii) If payment in full is not made for the goods and services

(c) The Seller further undertakes to pass on to the Buyer so far as reasonable possible the benefit of any guarantee given to the Seller by his supplier or the manufacturer or any other liability of such person to the Seller in respect of defects in the goods.

(d) Nothing in the clause affects the statutory rights of the Buyer if he is a consumer and goods are supplied under a consumer transaction.

(e) If the contract is not a consumer transaction but only if it is not a consumer transaction, the following terms shall apply:-

(i) Except as provide in this clause and in the case of death or personal injury arising from the Seller’s negligence, the Seller shall not be liable to the Buyer for any injury, loss or damage whether direct or consequential resulting from any defect in the goods, delay or other breach of any express or implied term of the contract or any negligence of the Seller howsoever caused and all terms implied by the Sale of Goods Act 1979 or any other statute are hereby excluded.

(ii) In any event the Seller shall not be liable for any loss, damage or delay whatsoever arising from any cause whatsoever outside the control of the Seller including but without prejudice to the generality of the foregoing, fire, storm, tempest, lightning, frost, inclement weather, strike, look-out, war, hostilities, rebellion, civil unrest or a failure of the Seller’s source of supply of the goods or their components.

(f) If the Seller procures that a third party shall enter into a maintenance or service contract with the Buyer or gives the Buyer details of third parties willing to enter into maintenance or service contracts, no warranty is given as to the suitability or competence of such third party or parties and the Seller shall be under no liability to the Buyer whatsoever in this respect.

8. Force Majeure In the event that performance of this Agreement is rendered uneconomic, prevented or delayed as a result of war, hostilities, Act of God, industrial unrest, civil disturbance, the act of any local or national government or authority, shortage or unavailability of raw materials, equipment, labour or fuel or any other cause beyond the reasonable control of the Seller, the Seller may give written notice to the Buyer at the Seller’s option to either cancel the contract or suspend or postpone performance of it with no liability on either side.

9. Law and Jurisdiction English law shall govern this and any other agreement between the Seller and the Buyer and the English Courts shall have jurisdiction and the Buyer and Seller agree to submit to the jurisdiction of the English courts in respect of all matters arising under contracts between them.