1. INTERPRETATION

1.1 Definitions. In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.

Buyer: the individual or entity that agrees to purchase the Goods from FloorShack.

Conditions: these terms and conditions, which may be updated occasionally in line with clause 14.7.

Contract: the agreement between FloorShack and the Buyer for the delivery of Goods and services (where relevant) under these Conditions.

Contract Price: the amount billed by FloorShack to the Buyer for the Goods as detailed in clause 9.3.

Force Majeure Event: as described in clause 14.1.

Goods: the items (or any part thereof) specified in the Order.

Intellectual Property Rights: encompass all patents, invention rights, utility models, copyright and related protections, trademarks, service marks, trade, business and domain names, dress rights, goodwill rights or claims for passing off, competition rights, design rights, software rights, database rights, topology rights, moral rights, confidential information (including know-how and trade secrets) rights, and all forms of intellectual property rights, registered or unregistered, including applications, renewals, or extensions of such rights, anywhere in the world.

Order: The Buyer’s request for the Goods as specified in the Buyer’s purchase order form, the written approval of FloorShack’s quote, or as otherwise defined.

Seller: FloorShack, including its successors and assigns.

2. BASIS OF CONTRACT

2.1 The Order represents an offer by the Buyer to purchase Goods under these Terms and Conditions.

2.2 An Order is considered accepted only when FloorShack issues a written confirmation of the Order, at which point the Contract is formed on the date of such confirmation.

2.3 This Contract is the full agreement between the parties. The Buyer confirms that it is not depending on any statement, promise, or representation made by or on behalf of FloorShack that is not included in the Contract.

2.4 Any samples, drawings, or advertising issued by FloorShack, and descriptions in FloorShack’s catalogues or brochures are solely to provide an approximate idea of the Goods and are not part of the Contract or legally binding. Errors and omissions are excepted.

2.5 These Terms and Conditions exclusively apply to the Contract, overriding any terms the Buyer proposes or which are implied by trade, custom, practice, or in the course of dealings.

2.6 Any price quote provided by FloorShack is not an offer. It is valid only for the price, type, and quantity of Goods specified within that quote.

3. GOODS

3.1 The Goods are as described in FloorShack’s catalogue, subject to any applicable product specifications.

3.2 If the Goods are manufactured according to specifications provided by the Buyer, the Buyer must compensate FloorShack for all liabilities, costs, damages, and losses incurred due to any third-party claims of intellectual property infringement related to the use of the specifications. This indemnity will continue even after the Contract ends.

3.3 Only written representations made by FloorShack’s employees or agents regarding the Goods are valid. The Buyer agrees not to rely on, and waives any claim related to, any representations not confirmed in writing.

3.4 FloorShack cannot provide advice on the suitability of the Goods for specific purposes, their storage, or use. Unless FloorShack provides written advice or recommendations, the Buyer is responsible for ensuring the Goods are appropriate for their intended use, based on their own expertise or through professional advice.

3.5 FloorShack may modify the specifications of the Goods to comply with any relevant statutory or regulatory requirements. The dimensions and other physical properties of the Goods are subject to reasonable manufacturing tolerances.

4. DELIVERY OF GOODS

4.1 FloorShack will ensure that: (a) each delivery of the goods includes a delivery note; and (b) should FloorShack require any packaging to be returned, this requirement will be clearly indicated on the delivery note. The Buyer must make such packaging available for collection at times deemed reasonable by FloorShack. The return of packaging materials will be at FloorShack’s expense.

4.2 FloorShack will deliver the goods to the location specified in the order or another agreed location (Delivery Location) once FloorShack notifies the Buyer that the goods are ready for dispatch. Delivery will take place as close as possible to the Delivery Location, provided FloorShack deems the location suitable for unloading during normal business hours on a Business Day.

4.3 When FloorShack delivers the goods, delivery is considered complete upon the goods’ arrival at the Delivery Location. The Buyer is responsible for unloading the goods; FloorShack will not be liable for any damage incurred during this process. If unloading exceeds one hour, demurrage may be charged to the Buyer.

4.4 If the Buyer collects the goods, delivery is deemed complete once the goods are loaded. FloorShack will not be liable for damages that occur during loading or unloading.

4.5 The Buyer must notify FloorShack within 24 hours of delivery about any claims related to shortages, damages, or loss during transit, and must confirm such claims in writing within three days of delivery. Visible damage to external packaging must be noted on FloorShack’s delivery note at the time of delivery. Claims for damage, shortage, or loss in transit cannot be made if the Buyer, or their agent or employee, has signed an acceptance note for the goods without mentioning these issues.

4.6 Dates provided for delivery of the goods are approximate. Timely delivery is not critical. FloorShack is not liable for delivery delays caused by Force Majeure Events or the Buyer’s failure to provide adequate delivery instructions or other relevant instructions needed for the delivery of the goods.

4.7 If FloorShack fails to deliver the goods, its liability is limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar type and quality at the lowest available price, minus the cost of the goods. FloorShack is not liable for delivery failures caused by Force Majeure Events, inadequate delivery instructions from the Buyer, or other relevant instructions concerning the delivery of the goods.

4.8 If the Buyer does not accept or take delivery of the goods within seven Business Days of being notified they are ready, unless such failure is caused by a Force Majeure Event or FloorShack’s non-compliance with its contractual obligations: (a) delivery is considered complete at 9.00 am on the Business Day after FloorShack informed the Buyer that the goods were ready; and (b) FloorShack will store the goods until delivery and charge the Buyer for all related costs and expenses (including insurance) on an indemnity basis.

4.9 If 28 days have passed since FloorShack notified the Buyer that the goods were ready for delivery and the Buyer has not accepted or taken delivery, FloorShack may resell or dispose of part or all of the goods. After deducting reasonable storage and selling costs, FloorShack will account to the Buyer for any excess over the price of the goods or charge the Buyer for any shortfall.

4.10 FloorShack may deliver the goods in instalments, which will be invoiced and paid for separately. Each instalment constitutes a separate contract. Delays or defects in one instalment do not entitle the Buyer to cancel any other instalment.

4.11 FloorShack is not obligated to deliver the goods if the Buyer is in breach of any of these conditions.

5. PRODUCT QUALITY

5.1 FloorShack guarantees that at the time of delivery, and for a period of 12 months thereafter (the “Warranty Period”), the Products will: (a) correspond to the descriptions provided in FloorShack’s catalogue or any specifications; (b) be free from significant defects in design, materials, and workmanship; and (c) be of satisfactory quality as defined under the Sale of Goods Act 1979.

5.2 Provided that: (a) the Buyer notifies FloorShack in writing no later than 3 business days after delivery that the Products do not conform to the warranty detailed in clause 5.1; (b) The product has not been cut or otherwise modified; (c) FloorShack is allowed to inspect the Products or ask for photographic evidence; and (d) the Buyer, if requested by FloorShack, returns the Product(s) in the original packaging to FloorShack’s premises or otherwise stated returns address, then FloorShack may, at its discretion, either repair or replace the non-conforming Products, or refund the price paid for them.

5.3 FloorShack will not be responsible for the Products’ non-compliance with the warranty set out in clause 5.1 if: (a) the Buyer continues to use the Products after notifying FloorShack as outlined in clause 5.2; (b) the non-conformity is due to the Buyer’s failure to adhere to the manufacturer’s instructions regarding the storage, installation, operation, or maintenance of the Products, or to good trade practice when no instructions are provided; (c) the non-conformity arises because FloorShack adhered to any design, drawing, or specifications supplied by the Buyer; (d) the Products have been modified or repaired by the Buyer without written approval from FloorShack; (e) the non-conformity arises from normal wear and tear, deliberate damage, negligence, or abnormal operating conditions; (f) the Products vary from the specifications to comply with relevant legal or regulatory requirements; or (g) the full price for the Products has not been paid by the Buyer.

5.4 Apart from the provisions stated in clause 5, FloorShack disclaims all liability for the Products not meeting the warranty outlined in clause 5.1.

5.5 These Conditions also apply to any Products that are repaired or replaced by FloorShack under clause 5.2.

6. RETURNS

6.1 Any Products returned at the request of the Buyer and not transported on FloorShack’s own vehicles will be at the Buyer’s risk, and should be insured for at least their full invoiced value.

6.2 Products that are specifically ordered, cut to size, or not normally stocked are not eligible for return. However, you will be eligible for a refund/replacement if the cut to size product is faulty. You must inform Floorshack within 14 days allowing up to 5 working days to process the refund/replacement should the product be deemed faulty.

6.3 The Buyer will bear the costs for collecting and delivering replacement items, unless the need for replacement is due to negligence by FloorShack. Only Products that are returned in a condition fit for resale will be eligible for a refund. FloorShack reserves the right to impose a restocking and handling fee. Returns must be pre-approved by FloorShack before Products are returned. FloorShack will bare the costs of replacing items that are faulty through manufacturers defect.

7. TITLE AND RISK

7.1 Risk associated with the Goods transfers to the Buyer upon completion of delivery if the Goods are delivered by FloorShack. If the Goods are collected by the Buyer, risk transfers when FloorShack’s employees or agents have finished loading the Goods to the vehicle driver’s satisfaction.

7.2 Ownership of the Goods shall not transfer to the Buyer until FloorShack has received full payment (in cash or cleared funds) for: (a) all the Goods; and (b) any other goods that FloorShack has supplied to the Buyer.

7.3 Until ownership of the Goods transfers to the Buyer, the Buyer must:

(a) keep the Goods on behalf of FloorShack as a fiduciary and as bailee;

(b) store the Goods separately from all other goods in the Buyer’s possession so they can be clearly identified as FloorShack’s property;

(c) ensure that the Goods are not altered, nor their labels or packaging removed or obscured;

(d) keep the Goods in good condition and insure them against all risks for their full price on behalf of FloorShack from the delivery date;

(e) inform FloorShack immediately if it undergoes any events as specified in clause 12.1;

(f) provide FloorShack with any information about the Goods as needed from time to time.

The Buyer may resell or use the Goods in the normal course of business as FloorShack’s bailee, provided that any proceeds of such sales are held in trust for FloorShack and not mixed with other funds or deposited into any overdrawn bank accounts.

7.4 If before ownership of the Goods has transferred to the Buyer, the Buyer experiences any events listed in clause 12.1, or FloorShack reasonably believes such an event is imminent and notifies the Buyer, then unless the Goods have been resold or permanently incorporated into another product, FloorShack may demand the return of the Goods. If the Buyer does not comply promptly, FloorShack reserves the right to retrieve the Goods from any premises owned by the Buyer or a third party where the Goods are located.

8. BUYER’S OBLIGATIONS

8.1 The Buyer must:

(a) ensure that the details of the Order and any specifications are complete and accurate;

(b) notify FloorShack within 24 hours of delivery if the Goods do not match the Order, with a written confirmation to be provided within three days. Failure to comply will result in the Buyer being considered to have accepted the Goods.

9. FEES AND PAYMENTS

9.1 The cost of the Products shall be as specified in the Order, or if not specified, as listed in FloorShack’s current published price list on the date of delivery. The cost is exclusive of all expenses related to packaging, insurance, and transportation of the Products, which are to be paid by the Purchaser upon payment for the Products.

9.2 FloorShack reserves the right to adjust the price of the Products by notifying the Purchaser before delivery. This adjustment may reflect any increase in costs to FloorShack due to: (a) circumstances beyond FloorShack’s control, such as currency fluctuations, tax hikes, and rising costs of labour, materials, and manufacturing; (b) any changes requested by the Purchaser regarding delivery dates, delivery frequency, quantities, types of Products, or specifications; or (c) any delays caused by the Purchaser’s instructions regarding the Products or by the Purchaser’s failure to provide adequate or precise information or instructions.

9.3 FloorShack will issue an invoice to the Purchaser upon or any time after the Products have been delivered.

9.4 FloorShack is entitled to issue invoices to the Purchaser via email, provided the Purchaser has agreed to this method. Invoices sent via email are considered received on the date of sending, provided they are sent between 9:00am and 5:00pm on a Business Day. If sent outside these hours, the invoice is deemed received on the next Business Day.

9.5 The Purchaser must settle each invoice issued by FloorShack: (a) by the end of the month following the invoice date; and (b) fully and in cleared funds to a bank account specified by FloorShack, with timely payment being crucial to the Contract.

9.6 All payments made by the Purchaser under the Contract exclude VAT, which will be charged as applicable. Upon receiving a valid VAT invoice from FloorShack, the Purchaser must pay any VAT due at the same time as the payment for the Products.

9.7 If the Purchaser does not pay by the due date, FloorShack may charge interest on the overdue amount at 2% per month on the Contract Price from the due date until full payment is received, applicable both before and after any judgment.

9.8 The Purchaser must make all payments due under the Contract without any deductions or withholdings, except as required by law. The Purchaser cannot use any claims of credit, set-off, or counterclaim against FloorShack as a reason to withhold payment, either partially or fully. FloorShack may offset any amount owed by the Purchaser against any amount FloorShack owes to the Purchaser.

9.9 Failure to pay by the due date allows FloorShack to demand immediate payment of all outstanding balances under this Contract or any other agreement between the parties, regardless of whether those balances are due, and to cancel any pending orders and credit facilities without affecting its other rights.

9.10 The Purchaser must cover all reasonable expenses and legal fees incurred by FloorShack in any actions, including legal proceedings, taken to enforce the Purchaser’s obligations under the Contract regarding payment.

10. CONFIDENTIAL INFORMATION

10.1 During and after the termination of this Contract, neither party will use or reveal the other party’s confidential information without prior written consent from the other party. This clause will continue to apply even after the termination of the Contract.

11. LIABILITY LIMITATIONS: THE BUYER IS ADVISED TO PAY SPECIAL ATTENTION TO THIS SECTION

11.1 FloorShack’s liability will not be limited or excluded for: (a) death or personal injury resulting from its negligence, or the negligence of its staff, agents, or subcontractors; (b) fraud or deceitful misrepresentation; (c) any breach of the implied terms of section 2 of the Supply of Goods and Services Act 1982 (concerning title and quiet possession); (d) any breach of the implied terms of section 12 of the Sale of Goods Act 1979 (relating to title and quiet possession); or (e) any liability for defective products under the Consumer Protection Act 1987.

11.2 Except as provided in clause 11.1: (a) under no circumstances will FloorShack be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising from or connected with the Contract; and (b) the total liability of FloorShack to the Buyer for all other losses arising from or connected with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the price of the Contract.

11.3 Save as expressly stated in these Conditions, all implied warranties, conditions, and other terms not explicitly written into this Contract are, to the maximum extent permitted by law, excluded from the Contract.

11.4 This clause 11 will remain in effect even after the termination of the Contract.

12. TERMINATION

12.1 FloorShack may terminate the Contract immediately upon written notice to the Buyer if: (a) the Buyer fails to meet its payment obligations; (b) the Buyer commits a significant breach of its duties under this Contract and does not remedy that breach within 10 days after receiving written notice of the breach; (c) any distress or execution is levied upon any of the Buyer’s assets; (d) a petition for winding up is filed against the Buyer, or if the Buyer is an individual, a bankruptcy petition or order is made against them; (e) the Buyer opts for winding up or makes arrangements with creditors or seeks judicial relief from creditors; (f) in FloorShack’s opinion, the Buyer’s financial position deteriorates to a point that jeopardizes their ability to fulfill their obligations under the Contract; or (g) the Buyer suspends, or indicates plans to suspend, payment of its debts or to cease operations.

12.2 FloorShack may also terminate the Contract by giving the Buyer 14 days’ written notice, or with immediate effect if the Buyer fails to pay any due amount under this Contract on the agreed payment date.

12.3 FloorShack reserves the right to suspend any further deliveries of goods under this Contract or any other contract between the Buyer and FloorShack if: (a) the Buyer does not make payment on the due date; or (b) the Buyer becomes subject to any of the events listed in clause 12.1, or FloorShack reasonably believes that the Buyer is about to become subject to any of them.

13. CONSEQUENCES OF TERMINATION

13.1 Upon termination of the Contract for any reason: (a) the Buyer must immediately settle all outstanding unpaid invoices and interest to FloorShack; (b) the accrued rights, remedies, obligations, and liabilities of the parties as at termination will remain unaffected, including the right to claim damages for any breach of the Contract that existed at or before the date of termination; and (c) provisions which explicitly or by implication survive termination will continue to be enforceable.

14. GENERAL

14.1 Force majeure:

(a) For the purposes of this agreement, a Force Majeure Event includes any circumstance beyond the reasonable control of FloorShack, such as strikes, industrial disputes not limited to its own workforce, disruptions in utility services or transportation, acts of God, wars, riots, disturbances, acts of sabotage, legal or regulatory compliance, accidents, equipment failures, fires, floods, storms, or delays caused by its subcontractors.

(b) FloorShack is not liable for any delays or failures in fulfilling its obligations under this agreement due to a Force Majeure Event.

(c) If a Force Majeure Event hinders FloorShack from delivering any goods for more than 14 days, FloorShack reserves the right to terminate this agreement immediately with written notice to the buyer.

14.2 Assignment and subcontracting:

(a) FloorShack may at any time transfer, assign, subcontract, or handle its rights or obligations under this agreement in any manner it deems appropriate.

(b) The buyer may not transfer, assign, or subcontract any of its rights or obligations under this agreement without prior written consent from FloorShack.

14.3 Data and Data Protection:

(a) FloorShack may utilise buyer-provided information to perform credit checks with credit reference agencies to assess the creditworthiness of the buyer, including searches of personal records of directors or proprietors where consent has been given. Searches may extend to addresses over the past three years.

(b) For credit assessment, fraud prevention, and compliance with money laundering regulations, FloorShack may share account information and trading histories with other lenders and credit agencies.

(c) Under the Data Protection Act 1998, individuals can request a copy of their data held by FloorShack for a nominal fee and correct any inaccuracies.

14.4 Waiver and cumulative remedies:

(a) A waiver is only effective if made in writing and is specific to the right and instance being waived. It does not imply a waiver of future breaches or defaults.

(b) Rights under this agreement are cumulative and do not affect statutory rights.

14.5 Severance:

(a) If any part of this agreement is found invalid, illegal, or unenforceable, it will be modified or deleted as necessary, without affecting the remainder of the agreement.

(b) Modifications will be made to any invalid or unenforceable provision to render it valid, legal, and enforceable.

14.6 No partnership:

Nothing in this agreement creates a partnership or joint venture between the parties, nor does it authorise any party to act as an agent or legally bind another party in any way.

14.7 Third parties:

Persons not party to this agreement have no rights under or in connection with it.

14.8 Variation:

Any changes or additions to this agreement are valid only when made in writing and signed by FloorShack.

14.9 Governing law and jurisdiction:

This agreement and any related disputes or claims are governed by English law, with exclusive jurisdiction granted to the courts of England and Wales.

14.10 CANCELLATION OF ORDERS:

Order cancellations are accepted only if they incur no cost to FloorShack and are confirmed with a reference number. Orders for domestic carpets under 3.5 linear metres cannot be cancelled once cut. Orders exceeding 3.5 linear metres are subject to a 15% handling fee.

14.11 THE CONTROL OF SUBSTANCES HAZARDOUS TO HEALTH REGULATIONS 2002 (C.O.S.H.H.):

These regulations mandate that suppliers provide sufficient information for the safe use and handling of their products. Employers must inform employees of potential risks and necessary precautions when exposed to hazardous substances.

14.12 SHADE VARIATION:

FloorShack strives to fulfill orders from the same batch but cannot guarantee against shade variation after installation.

14.13 SPLIT BOX CHARGES:

FloorShack offers a split box service for stocked Carpet Tiles and Linoleum Tiles at a surcharge of £1 per box. This service is not available for non-stocked products unless offered by the manufacturer, in which case the manufacturer’s fees apply.

14.14 ROLL SIZES:

Typical roll sizes are 25 linear metres, though variations may occur.