Terms and Conditions

1. Interpretation

1.1. Definitions

Business Day: A day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: The terms and conditions set out in this document are amended from time to time in accordance with clause 99.1
Contract: The contract is between the company trading as Floorcoat Ltd. and the Customer for the sale and purchase of the Goods in accordance with these Conditions & terms.
Customer: The person or company who purchases the Goods from the company trading as Floorcoat Ltd.

Floorcoat Ltd. Limited (registered in England and Wales with company number 07490533

FLOORCOAT LTD. LIMITED
Registered office
First Floor Unit 8, Alfred Court, Saxon Business Park, Bromsgrove, Worcestershire, B60 4AD
VAT Number 101022210
Tel: 01527 570950
Email: admin@floorcoatuk.co.uk

Force Majeure Event: an event or circumstance beyond a party’s reasonable control.
Goods: Any goods (or any part of them) set out in the Order detailed on the invoice.
Order: The order for the Goods, as set out in the Customer’s order form, the Customer’s acceptance as Floorcoat Ltd.’s quotation/invoice, the Customer’s online order, phone or email as the case may be.
Specification: Any specification for the Goods, including any related plans and drawings, that are agreed in writing by the Customer and the company trading as Floorcoat Ltd..

1.2. Interpretation

(a) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(b) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding the terms.
(c) A reference to writing or written only including emails.

2. Basis of contract

2.1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate or which are implied by trade, custom, practice or course of handling the sale of goods
2.2. The Invoice constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Invoice (and any applicable Specification) are complete and accurate.
2.3. The Invoice shall only be deemed to be accepted when the company trading as Floorcoat Ltd. issues a written acceptance of the Order at which point the Contract shall come into existence.
2.4. The Customer waives any right it might otherwise have to rely on any term endorsed upon delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.5. Any samples, drawings, descriptive matter or advertising produced by the company trading as Floorcoat Ltd. and any descriptions or illustrations contained in the company trading as Floorcoat Ltd. catalogues or brochures are produced for the sole purpose of giving an approximate idea of the goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.6. A quotation for the Goods given by the company trading as Floorcoat Ltd. shall not constitute an offer or invoice. A quotation shall only be valid for a period of 7days from its date of issue.

3. Goods

3.1. The Goods are described in the company trading as Floorcoat Ltd. catalogue and on the company trading as Floorcoat Ltd. website and can be modified by any applicable Specification including costs or substitute products on a like for like basis.

3.2. To the extent that the Goods are to be manufactured in accordance with a manufactured standard variances the Customer shall indemnify the company trading as Floorcoat Ltd. against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the company trading as Floorcoat Ltd. in connection with any claim made against the company trading as Floorcoat Ltd. for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the company trading as Floorcoat Ltd. use of the Specification/Goods/Manufactured items. This clause will survive termination of the Contract.
3.3. The company trading as Floorcoat Ltd. reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements, we also reserve the right to supply on a like for like alternative brand or product.
3.4. Although we do our best to make sure that the colours displayed on our Website are accurate, the actual colours may vary. Differences in monitors and the device you use to view the website will result in subtle differences in colour and textures.

4. Delivery

4.1. The company trading as Floorcoat Ltd. shall ensure that each delivery of the Goods is accompanied by an Invoice that shows the date of the Order, the type and quantity of the Goods.
4.2.The company trading as Floorcoat Ltd. shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the company trading as Floorcoat Ltd. notifies the Customer that the Goods are ready. Refer to delivery information.
4.3. Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
If the customer is not there to sign for the goods he must

  • Notify the company trading as Floorcoat Ltd.
  • Cover all costs pertaining getting goods redelivered or change of delivery.

4.4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.The company trading as Floorcoat Ltd. shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the company trading as Floorcoat Ltd. with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods or the customer misses delivery.
4.5. If the company trading as Floorcoat Ltd. fails to deliver the Goods, its liability shall be limited to a replacement or a refund. The company trading as Floorcoat Ltd. shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the company trading as Floorcoat Ltd. with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6. The company trading as Floorcoat Ltd. shall not be liable for failed deliveries caused by a third party delivery companies.
4.7. If the Customer fails to accept delivery of the Goods within three Business Days of Trading as Floorcoat Ltd. notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the company trading as Floorcoat Ltd.’s failure to comply with its obligations under the Contract:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the company trading as Floorcoat Ltd. notified the Customer that the Goods were ready
(b)The company trading as Floorcoat Ltd. shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance for storage).

4.8. If ten Business Days after the day on which the company trading as Floorcoat Ltd. notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them the company trading as Floorcoat Ltd. may resell or otherwise dispose of part or all of the Goods after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

4.9. The company trading as Floorcoat Ltd. may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment or refund or return.

5. Quality

5.1. The company trading as Floorcoat Ltd. warrants that on delivery the Goods shall: conform in all material respects with their description (and any applicable Specification); and be free from material defects in design, material and workmanship.

5.2. Subject to clause 99.1 if:
(a) the Customer gives notice in writing to the company trading as Floorcoat Ltd. within 48 hours of delivery that some or all of the Goods do not comply with the warranty set out in clause 99.1

(b)The company trading as Floorcoat Ltd. is given a reasonable opportunity of examining such Goods
(c) the Customer (if asked to do so by the company trading as Floorcoat Ltd.) returns such Goods to the company trading as Floorcoat Ltd.’s place of business at the Customer’s cost, the company trading as Floorcoat Ltd. shall at its option, repair or replace the defective Goods or refund the price of the defective Goods in full.
5.3. The company trading as Floorcoat Ltd. shall not be liable for the Goods’ failure to comply with the warranty set out in clause 99.1 of the manufacturer’s warranty in any of the following events:
(a) The Customer makes any further use of such Goods after giving notice in accordance with clause 99.1
(b) the defect arises because the Customer failed to follow the company trading as Floorcoat Ltd.’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same

(c) The defect arises as a result of the company trading as Floorcoat Ltd. design or Specification supplied.
(d) The Customer alters or tries to repair such Goods without the written consent of the company trading as Floorcoat Ltd.
(e) The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.

(f) The Goods differ from their description or Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements

5.4. Except as provided in clause 99.1 the company trading as Floorcoat Ltd. shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 99.1

5.5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are to the fullest extent permitted by law excluded from the Contract.

5.6. These Conditions shall apply to any repaired or replacement Goods supplied by the company trading as Floorcoat Ltd.

6. Returns

6.1. The company trading as Floorcoat Ltd. will not accept the Customer’s request to return some or all of the Goods because they are no longer needed or the Customer has changed its mind.
6.2. If the company trading as Floorcoat Ltd. agrees to accept the return of any Goods under this clause 6, then a 20% restocking fee shall be deducted and/or retained by the company trading as Floorcoat Ltd. against any refund or credit note issued by the company trading as Floorcoat Ltd. in respect of the returned Goods and any costs associated with defect.

7. Title and risk

7.1. The risk in the Goods shall pass to the Customer on completion of delivery

7.2. Title to the Goods shall not pass to the Customer until Trading as Floorcoat Ltd. receives payment in full (in cash or cleared funds) for:
(a) The Goods
(b) any other goods that the company trading as Floorcoat Ltd. has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums in full.

7.3. Until title to the Goods has passed to the Customer, the Customer shall:
(a) Store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the company trading as Floorcoat Ltd.’s property.

(b) Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods.
(c) Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
(d) Notify the company trading as Floorcoat Ltd. immediately if it becomes subject to any of the events listed in clause 9.1
(e) Give the company trading as Floorcoat Ltd. such information relating to the Goods as the company trading as Floorcoat Ltd. may require from time to time during any process by way of photographic evidence.

7.4. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 9.1, then, without limiting any other right or remedy the company trading as Floorcoat Ltd. may have or at any time
7.4.1. Require the Customer to deliver up all Goods in its possession that have not been irrevocably incorporated into another product
7.4.2. and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them without hindrance or cost.

8. Price and payment

8.1. The price of the Goods shall be the price set out in the company trading as Floorcoat Ltd. written confirmation of the Order.

8.2. The price of the Goods:
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the company trading as Floorcoat Ltd. at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b) Excludes the costs and charges of packaging and transport of the Goods which shall be invoiced to the Customer if applicable.

8.3. The company trading as Floorcoat Ltd. will invoice the Customer for the Goods at the time and point of sale

8.4. The Customer shall pay the invoice in full. Time of payment is the essence.

8.5. If the Customer fails to make any payment due to the company trading as Floorcoat Ltd. under the Contract we will not dispatch goods.

8.6. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The company trading as Floorcoat Ltd. may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the company trading as Floorcoat Ltd. to the Customer.

9. Termination

9.1. Without limiting its other rights or remedies the company trading as Floorcoat Ltd. may terminate this Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within seven days of that party being notified in writing to do so
(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring) or having a receiver appointed to any of its assets or ceasing to carry on business.

(c) The Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) The Customer’s financial position deteriorates to such an extent that in the company trading as Floorcoat Ltd.’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
9.2. Without limiting its other rights or remedies the company trading as Floorcoat Ltd. may suspend provision of the Goods under the Contract or any other contract between the Customer and the company trading as Floorcoat Ltd. if the Customer becomes subject to any of the events listed in clause 1 to clause 99.1 or the company trading as Floorcoat Ltd. reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

9.3. Without limiting its other rights or remedies the company trading as Floorcoat Ltd. may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.

9.4. On termination of the Contract for any reason the Customer shall immediately pay to the company trading as Floorcoat Ltd. all of the company trading as Floorcoat Ltd.’s outstanding unpaid invoices and interest plus 8% of the value of goods and any costs of the company trading as Floorcoat ltd.
9.5. Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.

9.6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect

10. Limitation of liability

10.1. Nothing in these Conditions shall limit or exclude the company trading as Floorcoat Ltd.’s liability for:
(a) Death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors (as applicable)

(b) Fraud or fraudulent misrepresentation

(c) Breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

(d) Defective products under the Consumer Protection Act 1987.

10.2. Subject to clause 10.1:
(a) The company trading as Floorcoat Ltd. shall under no circumstances whatsoever be liable to the Customer whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any direct or indirect loss of profit or any indirect or consequential loss arising under or in connection with the Contract and

(b) The company trading as Floorcoat Ltd.’s total liability to the Customer in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed the total price of the Goods.

11. Force majeure

11.1. Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this Contract by giving 7 days’ written notice to the affected party

12. General

12.1. Assignment and other dealings.

(a) The company trading as Floorcoat Ltd. may at any time transfer, mortgage, charge, assign ,subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the company trading as Floorcoat Ltd.
12.2. Entire agreement.
(a) This Contract 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.
(b) 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.
12.3. Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties or their authorised representatives
12.4. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
If such modification is not possible the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract
12.5. Third party rights. No one other than a party to this Contract shall have any right to enforce any of its terms.
12.6. Governing law.
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.