These terms govern the sale of goods by Floors4ever UK Ltd. Please read them carefully.

Application of these Terms

1. The Seller shall sell and the Buyer shall purchase the Goods in line with any quotation or offer of the Seller accepted by the Buyer, or any order of the Buyer accepted by the Seller.
2. These Terms govern the sale of the Goods to the exclusion of any other terms on which a quotation is accepted, or an order is made.

Interpretation

In these Terms, unless the context requires otherwise, the following words have the following meanings:

• Business Day: any day other than a Saturday, Sunday or bank holiday in England.
• Buyer: the person, firm or company who accepts a quotation or offer of the Seller, or whose order is accepted by the Seller.
• Contract: the legally binding agreement for the purchase and sale of the Goods, formed when an order is accepted by the Seller and made subject to these Terms.
• Contract Price: the total price payable for the Goods as set out in the Seller's quotation, order acknowledgement or invoice.
• Delivery Date: the date on which the Goods are to be delivered, as stated in the Buyer's order and confirmed by the Seller.
• Goods: the goods (including any instalment or any parts for them) which the Seller is to supply under the Contract.
• Month: a calendar month.
• Seller: Floors4ever UK Ltd, a company registered in England under company number 15561487, of Unit 51 Brasenose Road, Bootle, Liverpool, Merseyside L20 8HL, including its employees and agents.

Unless the context requires otherwise: "writing" includes email, fax or other electronic communication; a reference to a statute includes that statute as amended or re-enacted; a reference to a Clause is to a Clause of these Terms; and a reference to a "Party" is to a party to these Terms. Headings are for convenience only. Words in the singular include the plural and the other way round, and references to any gender include all genders.

Basis of Sale

1. The Seller's employees and agents may not make representations about the Goods unless confirmed by the Seller in writing. The Buyer accepts that it does not rely on, and waives any claim for breach of, representations that are not so confirmed.
2. No variation to these Terms is binding unless agreed in writing between authorised representatives of the Buyer and the Seller.
3. Sales literature, price lists and other documents are subject to change without notice and do not amount to offers. No contract is binding unless the Seller issues a quotation expressed as an offer, or accepts an order, by whichever is the earlier of its written acceptance, delivery of the Goods, or its invoice.
4. Any typographical, clerical or accidental error in the Seller's documents may be corrected without liability.

Orders and Specifications

1. No order is accepted until confirmed in writing by the Seller's authorised representative.
2. Specifications are as set out in the Seller's documentation unless varied in the Buyer's order and accepted in writing by the Seller. Goods are supplied only in the minimum or multiple units shown in the price list, and orders for other quantities will be adjusted.
3. Illustrations, photographs and descriptions are for guidance only and are not binding.
4. The Seller may change specifications to meet safety or legal requirements, or where the change does not materially affect quality or performance.
5. Accepted orders may not be cancelled without the Seller's written agreement. The Buyer shall indemnify the Seller against all resulting losses and costs.

Price

1. Prices are those in the Seller's current price list at the date of acceptance, unless otherwise agreed in writing.
2. Quoted prices (other than those in the price list) are valid for 30 days unless stated otherwise.
3. The Seller may, by notice before delivery, increase prices to reflect cost increases beyond its control, changes requested by the Buyer, or delays caused by the Buyer.
4. Quantity discounts may apply in line with the Seller's current price list.
5. Settlement discounts, if offered, apply only where payment is made on or before the due date and no other sums are overdue.
6. Unless otherwise agreed, prices include packaging and transport.
7. Prices are exclusive of VAT and any applicable taxes or duties, which the Buyer shall pay in addition.

Payment

1. The Seller shall invoice the Buyer on or after delivery. If the Buyer fails to collect or take delivery, the Seller may still invoice after giving notice that the Goods are ready.
2. Payment is due within 30 Business Days of the invoice date unless otherwise agreed in writing. Time of payment is of the essence.
3. Payment shall be made to the Seller as stated on the invoice.
4. If the Seller is not satisfied with the Buyer's creditworthiness, it may withdraw credit terms and require immediate payment.

Delivery

1. Delivery is made to the location in the Buyer's order and confirmed by the Seller, or otherwise by collection from the Seller's premises.
2. Delivery dates are approximate. Time is not of the essence unless expressly agreed.
3. Instalment deliveries are treated as separate contracts. Failure or delay in one instalment does not entitle the Buyer to cancel the whole.
4. If the Buyer fails to take delivery or give instructions, risk passes to the Buyer, delivery is treated as complete, and the Buyer shall pay storage and insurance costs.

Non-Delivery

If the Seller fails to deliver, other than for reasons outside its control or the Buyer's fault:

• where delivery occurs within a reasonable time afterwards, the Seller has no liability; and
• where the Buyer gives notice within 5 Business Days of the Delivery Date and the Seller still does not deliver within 10 Business Days of that notice, the Buyer may cancel the order. Liability is limited to the excess, if any, of the cost of replacement goods over the agreed price.

Inspection and Shortage

1. The Buyer shall inspect the Goods on delivery or collection.
2. Where inspection is not possible, delivery notes shall be marked "not examined".
3. Claims for damage or shortage must be notified within 5 Business Days of delivery.
4. Goods must not be used, altered or modified before inspection by the Seller.
5. Subject to the above, the Seller shall make good shortages or replace Goods damaged in transit, but shall have no further liability.

Risk and Retention of Title

1. Risk passes to the Buyer on collection (once the Goods are ready and notified to the Buyer), or on delivery (or, if delivery is refused, when the Goods are tendered).
2. Title remains with the Seller until payment is received in full for all Goods supplied and all other sums owed.
3. Until title passes, the Buyer holds the Goods as bailee, stores them separately, and insures them.
4. The Goods may not be pledged or charged. If they are, all sums owed become immediately payable.
5. The Seller may repossess the Goods at any time, and the Buyer authorises access to its premises for this purpose.
6. The Buyer's right to possession ends immediately if it breaches these Terms, enters insolvency, or ceases to trade.

Assignment

1. The Seller may assign or transfer its rights and obligations under these Terms without consent.
2. The Buyer may not assign or transfer its rights or obligations without the Seller's written consent.

Defective Goods

1. Defects must be notified within 5 Business Days of delivery. The Seller may, at its option, replace the Goods within 10 Business Days or refund the price.
2. Returns require the Seller's prior written consent.
3. Returns of newly launched products are allowed within 3 months of delivery, at the Buyer's cost and risk.
4. The Seller is not liable for defects arising from misuse, neglect or unauthorised alteration.
5. Except where consumer law applies, all implied terms are excluded.
6. The Seller is not liable for indirect or consequential loss, including loss of profit or goodwill.
7. The Buyer shall comply with statutory requirements when using or reselling the Goods, and shall indemnify the Seller for losses arising from any failure to do so.

Buyer's Default

1. If the Buyer fails to pay on time, the Seller may cancel or suspend deliveries, apply payments as it sees fit, and charge interest at 4% above Barclays Bank base rate until payment is received in full.
2. This also applies if the Buyer breaches its obligations, enters insolvency, has assets seized, ceases to trade, or where the Seller reasonably believes such events are imminent.
3. In those circumstances the Seller may cancel orders or suspend deliveries, and all sums become immediately due.

Limitation of Liability

1. Subject to the Payment, Delivery and Defective Goods clauses, the Seller's liability covers breaches of these Terms, the use or resale of the Goods, and negligence or misrepresentation connected with the sale.
2. Except as required by law, all implied terms are excluded.
3. Nothing in these Terms excludes liability for death, personal injury, fraud or any other liability that cannot be excluded by law.
4. The Seller's liability is capped at the price of the Goods concerned, and it is not liable for loss of profit, goodwill, business or any consequential loss.

Confidentiality, Publications and Endorsements

1. The Buyer shall treat all the Seller's business information as confidential.
2. The Buyer shall not use the Seller's names, marks or logos without written consent.
3. The Buyer shall ensure its employees and agents comply with these obligations.
4. These obligations continue after the business relationship ends.

Communications

1. All notices must be in writing.
2. Notices are treated as delivered on delivery if sent by courier during business hours; when confirmed received if sent by email; after 2 Business Days if sent by first-class UK post; and after 5 Business Days if sent by airmail.
3. Notices must be sent to the last notified address or email.

Force Majeure

Neither Party is liable for delays caused by events beyond its reasonable control, including power or internet failures, strikes, civil unrest, fire, flood, storms, pandemics, terrorism, war, government action, or import and export restrictions. Obligations are suspended for the duration of the event, and both Parties shall make reasonable efforts to resume performance.

Waiver

Any failure or delay in enforcing rights under these Terms is not a waiver of those rights, or of any later breach.

Severance

If any provision is found to be invalid or unenforceable, it shall be severed and the remaining Terms shall continue in force.

Third Party Rights

A person who is not a party to these Terms has no right to enforce them under the Contracts (Rights of Third Parties) Act 1999.

Law and Jurisdiction

1. These Terms, including any non-contractual obligations, are governed by the laws of England and Wales.
2. The courts of England and Wales have exclusive jurisdiction over any dispute arising under these Terms.