1. Definitions

In these Conditions:

“Seller” means One Stop Builders Merchants (Enfield) Ltd trading as One Stop Builders Merchants.

“Buyer” means the person, firm or company purchasing Goods from the Seller.

“Goods” means any goods or materials supplied by the Seller.

“Contract” means any contract between the Seller and the Buyer for the sale and purchase of Goods incorporating these Conditions.

“Credit Account” means an account approved in writing by the Seller under which the Buyer is permitted to receive Goods on credit terms.

“Default Event” has the meaning given in clause 5.5.

2. Application of Conditions

2.1 These Conditions apply to all quotations, orders, contracts for sale and deliveries of Goods by the Seller and override any terms or conditions of the Buyer.

2.2 No variation of these Conditions shall be binding unless agreed in writing by a director of the Seller.

2.3 By signing a sales order, placing an order (whether in person, by telephone, email or online), opening a Credit Account, accepting delivery or collection of Goods, or otherwise trading with the Seller, the Buyer is deemed to have read, understood and accepted these Conditions.

2.4 The latest version of these Conditions published on the Seller’s website shall apply to all Contracts.

2.5 Copies of these Conditions are available on request and on the Seller’s website.

3. Quotations and Orders

3.1 Quotations are invitations to treat only, are valid for the period stated on them (or, if none is stated, 30 days), and may be withdrawn or revised at any time before acceptance of the Buyer’s order.

3.2 The Seller may accept or decline any order at its discretion. A Contract is formed only when the Seller issues an order acknowledgement or invoice, or delivers or permits collection of the Goods.

3.3 The Buyer is responsible for ensuring that the terms of any quotation and order (including quantities, descriptions, delivery details and site access) are complete and accurate.

3.4 The Seller may deliver Goods in instalments. Each delivery shall constitute a separate contract and failure or delay in one delivery shall not entitle the Buyer to cancel any other delivery.

4. Price and Payment

4.1 Prices are exclusive of VAT and any other applicable taxes or duties, which shall be added at the prevailing rate.

4.2 The Seller may adjust prices to reflect increases in its costs (including raw materials, transport, labour, fuel, taxes or duties) at any time before delivery.

4.3 Unless a Credit Account has been approved in writing, payment is due in full before or at the time of collection or delivery.

4.4 The Seller may charge interest on overdue sums at 8% above the Bank of England base rate together with fixed sum compensation and all reasonable recovery costs, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2002.

4.5 The Buyer shall not withhold, deduct or set off any payment against any claim or dispute unless agreed in writing by the Seller.

4.6 All transactions are in pounds sterling.

5. Credit Accounts

5.1 Application and approval. Credit Accounts are offered at the sole discretion of the Seller. The Seller may require a credit application, trade references, director’s information and credit checks before opening or extending a Credit Account. The Seller reserves the right to refuse or withdraw a Credit Account at any time without giving reasons.

5.2 Credit limit. Each Credit Account is subject to a credit limit notified to the Buyer in writing. The Seller may, at its sole discretion, reduce, increase, suspend or withdraw the credit limit at any time on written notice (including by email) to the Buyer. The Seller is not obliged to supply Goods which would cause the credit limit to be exceeded.

5.3 Payment terms. Unless otherwise agreed in writing, all sums invoiced to a Credit Account are payable within 30 days from the end of the month of the invoice date. Time of payment is of the essence.

5.4 No set-off. All payments by the Buyer shall be made in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

5.5 Default Events. Each of the following is a “Default Event”:

(a) the Buyer fails to pay any invoice in full by the due date;

(b) the Buyer exceeds its credit limit;

(c) the Buyer becomes insolvent, enters into any arrangement with its creditors, has a winding-up petition presented against it, a receiver, administrator or liquidator appointed, or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986;

(d) the Buyer ceases or threatens to cease to trade;

(e) there is, in the reasonable opinion of the Seller, a material adverse change in the Buyer’s financial position; or

(f) the Buyer commits a material breach of these Conditions.

5.6 Consequences of a Default Event. On the occurrence of any Default Event, and without prejudice to any other rights or remedies available to the Seller, the Seller may, by written notice to the Buyer (including by email) and with immediate effect:

(a) suspend or close the Credit Account, with the result that all future supplies shall be on a pro-forma or prepayment basis only;

(b) declare all sums then outstanding on the Credit Account (whether or not yet due for payment) to be immediately due and payable, including invoices in respect of which the contractual due date has not yet arrived;

(c) suspend, cancel or refuse any future deliveries, whether or not already ordered or confirmed;

(d) cancel any agreed discounts, rebates or settlement terms with retrospective effect;

(e) require the Buyer to provide such security (including personal guarantee, parent company guarantee or cash deposit) as the Seller may reasonably require as a condition of any further supply;

(f) charge interest in accordance with clause 4.4 and recover all costs of collection (including legal fees on an indemnity basis); and

(g) recover possession of any Goods supplied which remain unpaid for, pursuant to the retention of title provisions in clause 7.

5.7 No waiver. Acceptance by the Seller of late payment, or continued supply after a Default Event, shall not constitute a waiver of any of the Seller’s rights under this clause 5 in respect of that or any subsequent Default Event.

5.8 Allocation of payments. The Seller may allocate any payment received from the Buyer against any invoice or sum due on the Credit Account as the Seller sees fit, notwithstanding any purported allocation by the Buyer.

6. Delivery and Collection

6.1 Any delivery dates or times quoted by the Seller are estimates only. Time for delivery shall not be of the essence of the Contract and the Seller shall not be liable for any loss arising from delay in delivery.

6.2 Delivery is deemed to occur when the Goods are first presented at the delivery address specified by the Buyer, or when Goods are collected from the Seller’s premises.

6.3 Unless otherwise agreed in writing, deliveries are kerbside only.

6.4 The Buyer is responsible for ensuring there is safe, legal and suitable access for delivery vehicles and unloading operations, including sufficient manoeuvring space, suitable ground conditions and any required permissions, parking suspensions or access arrangements. The Buyer must ensure that the delivery location is clear of vehicles, obstructions and overhead hazards including cables, trees and structures.

6.5 The Seller’s drivers may unload Goods at the nearest safe and accessible location at their reasonable discretion. This may include unloading onto driveways, hardstanding areas, existing materials, pallets or skips where access limitations, safety considerations, customer instruction or site conditions make this necessary.

6.6 Where specific unloading instructions are provided by the Buyer, including requests to unload over existing materials, onto skips or into restricted spaces, the final unloading position shall remain at the driver’s reasonable discretion, taking into account safety, access and operational considerations. Any such delivery and unloading shall be entirely at the Buyer’s risk.

6.7 The Buyer is responsible for ensuring that the unloading area is suitable for the weight and operation of the vehicle and any crane, HIAB or lifting equipment. The Seller shall not be liable for damage to driveways, paving, manholes, underground services, drainage systems, soft ground, vehicles or other surfaces not obviously suitable for heavy goods vehicles or lifting operations.

6.8 Risk in the Goods shall pass to the Buyer on completion of delivery as defined in clause 6.2, including where the Goods are left at the delivery address or at any alternative location at the Buyer’s request. Title to the Goods shall not pass until the Seller has received payment in full in accordance with clause 7.

6.9 If the Buyer fails to provide a clear and safe area for unloading, the Seller may, at its discretion:

(a) refuse to deliver and charge for any aborted or wasted journey, waiting time, redelivery and additional transport costs; or

(b) proceed with delivery at the Buyer’s request, in which case delivery shall be entirely at the Buyer’s risk.

6.10 The Seller may refuse delivery or unloading where it reasonably considers access, unloading position or ground conditions to be unsafe or unsuitable.

6.11 Any aborted deliveries, waiting time, redelivery or additional transport costs may be charged to the Buyer.

6.12 The Buyer must ensure that a responsible person is present to receive and check the Goods. If not, the Seller may leave the Goods at the delivery address at the Buyer’s risk.

6.13 Where Goods are delivered to an unattended site or left as instructed by the Buyer, they shall be entirely at the Buyer’s risk and the Seller shall have no liability for theft, loss or damage.

7. Risk and Title (Retention of Title)

7.1 Risk in the Goods passes to the Buyer upon delivery or collection.

7.2 Notwithstanding delivery and the passing of risk, legal and beneficial title to the Goods shall not pass to the Buyer until the Seller has received in cleared funds payment in full of:

(a) the price of the Goods; and

(b) all other sums which are or which become due from the Buyer to the Seller on any account whatsoever.

7.3 Until title passes the Buyer shall:

(a) hold the Goods on a fiduciary basis as the Seller’s bailee;

(b) keep the Goods separate from all other goods of the Buyer or any third party and identifiable as the Seller’s property;

(c) not remove, deface or obscure any identifying marks on or relating to the Goods;

(d) maintain the Goods in satisfactory condition and insure them for their full replacement value against all risks from the date of delivery; and

(e) hold the proceeds of any insurance claim on trust for the Seller and not mix them with any other money nor pay them into any overdrawn bank account.

7.4 The Buyer may resell the Goods in the ordinary course of business before title passes, provided the sale is made as principal and not as agent for the Seller. The proceeds of any such resale shall be held on trust for the Seller in a separate identifiable account, until full payment has been made.

7.5 The Buyer shall not pledge, charge or grant any security interest over any Goods which remain the Seller’s property. Any attempt to do so shall render all sums owing by the Buyer to the Seller immediately due and payable.

7.6 The Buyer’s right to possession of the Goods shall terminate immediately on the occurrence of any Default Event under clause 5.5, or if the Buyer becomes insolvent or fails to pay any amount due. The Seller may require delivery up of the Goods and the Buyer grants the Seller, its employees and agents an irrevocable licence to enter any commercial premises owned, occupied or controlled by the Buyer where the Goods are or may be stored, in order to inspect the Goods or to recover them.

7.7 The Seller may bring an action for the price of the Goods notwithstanding that title has not passed to the Buyer.

8. Inspection, Shortages and Damage

8.1 The Buyer must inspect the Goods on delivery or collection.

8.2 Any visible shortages or damage should be noted on the delivery documentation where practicable.

8.3 Claims for shortages or visible damage must be notified to the Seller in writing as soon as reasonably practicable and in any event within 24 hours of delivery or collection, quoting the relevant sales order or invoice number.

8.4 In the absence of notification within 24 hours, the Seller shall have no liability for shortages or visible damage and the Goods shall be deemed to be in accordance with the Contract.

8.5 The Buyer must not use or install Goods which are the subject of a complaint; if it does so, the Seller shall have no liability in respect of those Goods.

9. Returns, Refunds and Cancellations

9.1 Goods correctly supplied are returnable only with the Seller’s prior agreement and must be accompanied by the original receipt or invoice. No receipt — no refund.

9.2 A handling or administration charge of 25% of the net value may apply to returned items unless the return is due to the Seller’s error.

9.3 Certain products are non-returnable, including but not limited to:

• PIR boards;
• plasterboard;
• cement and cementitious products;
• plaster and other bagged materials;
• special-order items;
• cut-to-size Goods.

9.4 The Seller does not collect returned Goods unless expressly agreed and may charge collection fees.

9.5 Cancellation of special-order or manufactured Goods may incur charges up to the full price of the Goods.

9.6 Pallets and returnable packaging remain the property of the Seller and may be subject to a charge unless returned in good condition.

10. Quality and Specification

10.1 Samples, drawings, photographs, descriptions and advertising are illustrative only and do not form part of the Contract.

10.2 The Seller may, subject to availability and commercial practicality, substitute equivalent products where the specified item is unavailable, provided the alternative is of no lesser standard.

10.3 The Buyer is responsible for ensuring that the Goods are suitable for their intended purpose. Any advice or recommendations given by the Seller are for general guidance only and do not create any additional legal obligation.

10.4 The Seller shall not be liable for losses arising from incorrect quantities or specifications ordered by the Buyer.

11. Limitation of Liability

11.1 Nothing in these Conditions excludes or limits the Seller’s liability for:

• death or personal injury caused by its negligence;
• fraud or fraudulent misrepresentation; or
• any liability which cannot legally be excluded or limited.

11.2 Subject to clause 11.1, the Seller’s total aggregate liability to the Buyer arising out of or in connection with any Contract whether in contract, tort (including negligence), breach of statutory duty or otherwise shall in all circumstances be limited to the price paid or payable for the Goods giving rise to the claim.

11.3 Subject to clause 11.1, the Seller shall not be liable for any:

• loss of profit, loss of revenue, loss of business, loss of contracts or loss of goodwill;
• loss of anticipated savings;
• site delays, wasted or idle labour or increased labour costs;
• loss arising from delay or failure to meet any requested delivery time or date;
• loss arising from the Buyer’s failure to provide adequate access, clear unloading areas or safe site conditions; or
• any indirect or consequential loss or damage,

whether direct or indirect and whether or not foreseeable.

11.4 The Buyer shall be responsible for, and shall indemnify the Seller against, any loss, damage or injury to property or persons arising from the unloading, storage or use of the Goods, except to the extent caused by the Seller’s negligence.

12. Force Majeure

The Seller shall not be liable for any delay or failure in performing its obligations where such delay or failure results from events beyond its reasonable control, including without limitation shortage of materials, supplier failure, transport disruption, fuel shortages, labour shortages, strikes, extreme weather, supply chain disruption, governmental action or restrictions, or any other events beyond the Seller’s reasonable control.

13. Data Protection

13.1 The Seller will process personal data in accordance with applicable data protection legislation and its Privacy Notice.

13.2 For the purposes of debt recovery, tracing and legal proceedings, the Seller may share the Buyer’s personal data (including name, address, contact details and invoice and payment history) with third-party tracing agents, debt collection agencies, credit reference agencies, solicitors and other professional advisors. The Seller may use such services to locate debtors, verify addresses, trace assets and recover outstanding sums. The lawful basis for this processing is the Seller’s legitimate interests in recovering debts owed to it and pursuing or defending legal claims.

13.3 The Buyer’s personal data may be processed by such third parties on the Seller’s behalf and in accordance with the Seller’s instructions, and may include checks against publicly available data, credit reference data and tracing databases.

14. General

14.1 If any provision of these Conditions is held to be invalid or unenforceable, the remainder shall remain in full force and effect.

14.2 The Buyer may not assign its rights or obligations under the Contract without the Seller’s prior written consent.

14.3 Failure or delay by the Seller in exercising any right or remedy shall not constitute a waiver of that or any other right or remedy, nor shall any single or partial exercise preclude any further exercise.

14.4 A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

15. Governing Law

These Conditions and any Contract are governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.