Terms of service

These terms and conditions apply only if you are purchasing goods from us via telephone, email or directly with one of our sales representatives.

Where you are purchasing Container Goods, we draw your attention to Schedule 1 which takes precedence over our general Trade Terms and Conditions as it applies to Container Goods.

1. ABOUT US

1.1  Who we are. We are UK Trade Furnishings Ltd trading as Lanca Flooring (we, us, our, Lanca Flooring), a company registered in England and Wales under company number 08424072. Our registered address is at 1 Canal Place, Leeds, England, LS12 2DU.

1.2  Placing an order.  You can place an Order via telephone, email or directly with one of our sales representatives.

1.3  These Conditions are the terms and conditions on which we supply any Goods to you.

2. APPLICATION OF THESE CONDITIONS

2.1 These Conditions and any document expressly referred to in them constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to its subject matter. You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions or any document expressly referred to in them. Nothing in these Conditions purports to exclude or limit any liability for fraud.

2.2  No terms or conditions endorsed on, delivered with, or contained in your purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that we otherwise agree in writing.

3. OUR GOODS

3.1  Any samples, drawings, descriptive matter, or advertising produced by us and any descriptions or illustrations contained in our catalogues or brochures (collectively, Promotional Material) are produced for the sole purpose of giving an approximate idea of the goods described in them. They shall not form part of the Contract or have any contractual force.

3.2 Where we agree in writing to loan you a panel sample display system (Display), the Display will remain our property at all times. You shall not sell, lease, transfer or other otherwise dispose of the Display. You are responsible for ensuring that the Display is maintained in good condition and used appropriately. You will be responsible for any damage (including the cost of any repairs or replacement) caused by your negligence and misuse.

3.3 The packaging of goods may vary from that shown on Promotional Material.

3.4  Any promotional or offer prices made available for goods will apply only within the scope and period of the promotion or offer concerned and are subject to any applicable terms and conditions (and restrictions or limits) stated. To take advantage of promotional/offer prices, you may have to quote the relevant promotion code at the time of your Order.

3.5 All goods offered by us are subject to availability. We accept no responsibility for goods that are out of stock.

3.6 You are responsible for assessing and selecting the goods which are required, and for ensuring you fully understand the nature and performance of the goods, including any potentially harmful or hazardous effects of their use. If you require advice (including Health and Safety information) in relation to the goods, a specific written request for written advice should be made to us.

3.7 Any estimate of quantities or advice given by us as to suitability of goods for a particular purpose, and any plan or measurements given us is intended for guidance only (based upon information supplied by you) and are provided without liability on our part. No allowances are usually made for wastage or installation or any other materials required (unless you otherwise purchase the wastage allowance when placing your Order). You must satisfy yourself that all goods ordered are correct.

3.8 Where fine or special tolerances are required (exceeding those generally accepted in the building trade) for any goods, we will not be responsible for meeting these, or any failure to do so, unless the tolerances concerned were notified to us in writing at the time of Order and we confirmed our acceptance of these to you in writing.

3.9 We reserve the right to supply any Goods ordered by you in imperial measurements in the nearest equivalent metric measurements (and the Goods may be charged for in metric measurements subject to us making the appropriate conversions).

3.10 You will fully indemnify us against all Losses suffered or incurred by us in connection with any claim by any third party arising from the supply or use of the Goods to you

3.11 Clause 3.10 shall survive termination or expiry of the Contract.

4. YOUR ORDER AND THE CONTRACT WITH US

4.1 You can place an Order with us by email, via telephone or directly with one of our sales representatives.

4.2 You are responsible for ensuring that the terms of the Order and any applicable Specification submitted by you are complete and accurate.

4.3 You confirm that you have authority to bind any business on whose behalf you Order the Goods.

4.4 Each Order by you to us shall be an offer to purchase the Goods subject to the Contract including these Conditions.

4.5 If we are unable to accept an Order, we shall notify you as soon as reasonably practicable.

4.6 We may accept or reject an Order at our discretion

4.7 Rejection by us of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by you.

4.8 A quotation for any Goods given by us shall not constitute an offer. Quotations are invitations to treat only. A quotation shall only be valid for a period of five Business Days from its date of issue unless we notify you otherwise.

Website and telephone orders

4.9 Our staff will guide you through the steps you need to take to place an Order with us. Please take the time to carefully read and/or listen to the details of your Order at each stage of the order process.

4.10 After placing an Order, you will receive an email from us acknowledging that we have received your Order. We will then send you a separate email confirming an Order number has been generated for you (Order Acknowledgement). Please note that this Order Acknowledgement does not mean that your Order has been accepted. The Order number is only used to help us identify your Order and is not evidence of a binding contract.

4.11 The Contract for website orders between you and us will be formed when we have contacted you, either by email or telephone, and have agreed with you that we will fulfil your Order. At this point, a legally binding contract will be in place between you and us.

General Order information

4.12 If we are unable to supply you with some or all Goods in your Order, for example because some Goods are not in stock or no longer available or because of an error in the price, we will contact you and will not process the impacted parts of your Order. If you have already paid for the Goods, we will refund you the full amount as soon as possible and at this point no contract will be deemed to have been formed in respect of the impacted parts of the Order.

4.13 The Contract will relate only to those Goods that we have confirmed to you that we are able to supply. We will not be obliged to supply any other goods which may have been part of your Order, but they have informed you they are unable to fulfil.

5. PRICE, PAYMENT AND INTEREST

5.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in our published price list in force from time to time.

5.2 We may, by giving notice to you at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to but not limited to:

(a) any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour or overheads, materials and other manufacturing costs);

(b) any request by you to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

(c) any delay caused by any of your instructions or your failure to give us adequate or accurate information or instructions.

5.3 Unless we notify you delivery charges are payable, The price of the Goods is inclusive of the costs and charges of delivery of the Goods to the Delivery Location. Where delivery costs and charges are payable, they shall be added to your invoice at our standard rates.

5.4 The price of the Goods is exclusive of amounts in respect of VAT at the applicable rates chargeable in the UK for the time being. You must, on receipt of a valid VAT invoice from us, pay us such additional amounts in respect of VAT as are chargeable on the supply of the Goods. If the rate of VAT changes between the date of your Order and the date of delivery, we will adjust the amount of VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.

5.5 We may invoice you for the Goods, partially or fully, at any time following acceptance of your Order.

5.6 Time for payment by you is of the essence. You must pay all amounts due under the Contract in full and cleared funds without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).

5.7 We may at any time, without limiting any other rights or remedies we may have, set off any amount owing to us by you against any amount payable by us.

5.8 The Promotional Material contains many goods. It is always possible that, despite our reasonable efforts, some of the goods on the Promotional Material may be incorrectly priced. If the Goods correct price is higher than the price stated on the Promotional Material, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your Order. We will not process your Order until we have your instructions. If we are unable to contact you within a reasonable time using the contact details you provided during the order process, we will treat the Order as cancelled.

5.9 If you fail to make any payment due to us under the Contract by the due date for payment, in addition to any unpaid amount that should properly have been paid and their rights under clause 14, you will, at our option:

(a) pay interest on that amount (accruing daily from the due date for payment until the date of actual payment, whether before or after judgment). Such interest shall be calculated at a rate of 4% per year above Lloyds Bank plc’s base rate which is current at the date the payment became overdue (or if Lloyds Bank plc’s base rate drops below zero, then at 4 per cent a year); or

(b) pay interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) from the due date for payment until payment is made in full, whether before or after any judgment,

and, at all times, you must pay the interest together with the overdue amount.

5.10 We may offer you, at our discretion, a credit account with us.

5.11 If you have a credit account with us, you must pay each invoice in full and in cleared funds within 30 days of the invoice date or as otherwise agreed between the parties in writing. Payment shall be made to the bank account nominated in writing by us. If you do not have a credit account with us (or your credit limit has been exceeded), payment shall be made at the time of Order, or if we specify, at the time of delivery.

5.12 You are only entitled to a credit account at our discretion, and subject to satisfactory references. We may specify a maximum amount of credit allowable upon your account. We reserve the right to close a credit account you may hold with us or reduce the number of days you have to pay each invoice by giving you seven Business Days written notice, without explanation (although this is usually where you issue a profit warning, or any credit agency reduces your credit rating).

5.13 You should be aware that to fulfil your request for a credit account, we may undertake a credit check against you (and possibly also your directors) and a record of our searches may be visible on credit records searched for a period afterwards and could affect your (or your directors’) credit score and ability to get further credit. Further terms and details will be provided to you as part of your credit account application.

6. PROVIDING THE GOODS TO YOU

6.1 Each Order shall specify whether the Goods are to be delivered by a carrier appointed by us to the Delivery Location.

6.2 We typically offer free local delivery on most orders at our discretion, however depending on the Goods this may not always be available. We may charge you an additional delivery charged in accordance with our standard rates.

6.3 When delivering the Goods, we shall use reasonable endeavours to ensure that:

(a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

(b) if we require you to return any packaging materials to us, that fact is clearly stated on the delivery note. You must make any such packaging materials available for collection at such times as we may reasonably request. Returns of packaging materials in such circumstance shall be at our expense. We will not be responsible for taking back any non-returnable packaging/pallets.

6.4 If we agree to deliver the Goods to you, we shall deliver the Goods to the location set out in the Order (subject to clause 6.5) or such other location as you and we may agree (Delivery Location) at any time after we notify you that the Goods are ready. The Goods shall be deemed delivered on the arrival of the Goods at the Delivery Location by our nominated carrier (as the case may be).

6.5 Where our nominated carrier is delivering the Goods to you, delivery shall be completed on the Goods' arrival at the Delivery Location (or, where appropriate in the driver’s opinion, to the nearest suitable road to the Delivery Location at which the vehicle can safely and lawfully unload). You are responsible for all steps that need to be taken for the protection of persons and property where Goods (or any associated packaging or containers) are delivered and deposited, including on any public highway, and you will indemnify us, in respect of all Losses we or our nominated carrier may incur as a result of your failure to do so.

6.6 Unless we agree in writing to deliver and unload the Goods using a crane lorry/fork truck, you are responsible for promptly loading/unloading the Goods upon delivery, including providing all necessary equipment and personnel.

Other information

6.7 You are not entitled to reject the Goods if we deliver up to and including 5% more or less than the quantity of each type of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on notice from us or receipt of notice from you that the wrong quantity of Goods was delivered.

6.8 We shall not be liable for any delay in or failure of delivery caused by:

(a) your failure to make the Delivery Location available;

(b) your failure to prepare the Delivery Location as required for delivery of the Goods;

(d) a Force Majeure Event.

6.9 We may deliver or make the Goods available for collection by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery/making available for collection or defect in an instalment shall not entitle you to cancel any other instalment.

6.10 The quantity of any consignment of Goods as recorded by us upon dispatch or collection shall be conclusive evidence of the quantity received by you on delivery or collection (as applicable) unless you can provide reasonable evidence showing otherwise.

6.11 Any dates and times quoted for delivery or when the Goods will be available for collection are approximate only, and the time is not and will not be made of the essence by notice. You acknowledge that in any Contract for Goods which are Special Goods the time of delivery/collection is subject to performance of third-party suppliers, which is outside our control. They will not be liable to you for failure to deliver on any date or time. Without limiting the generality of the foregoing, we will under no circumstances be liable to you, whether in contract, tort (including negligence) or otherwise, for any loss or damage you incur whether direct or indirect (including any liability you incur with any third party) resulting from any delay in delivery of the Goods, or failure to deliver the Goods within a reasonable time.

6.12 We shall not be liable for shortages in the quantity of Goods (even if caused by our negligence) unless written notice is given to us within three Business Days of the date of delivery.

6.13 Our liability for non-delivery of Goods or shortages in the quantity of any Goods shall be limited to replacing any relevant Goods within a reasonable time, or (at our option) issuing a credit note or refund at the pro-rata Contract price against any invoice raised for such Goods.

6.14 If three Business Days following the due date for delivery, you have not taken delivery of them, then:

(a) we may store the Goods until delivery takes place and charge you for all related costs and expenses (including storage charges and insurance); and/or

(b) we may resell or otherwise dispose of the Goods without any obligation or liability to you. We shall deduct all costs and expenses referenced in clause 6.14(a) and account to you for any excess of the resale price over or invoice you for any shortfall of the resale price below the price paid by you for the Goods.

7. RISK AND TITLE

7.1 The risk in the Goods will pass to you at the time of delivery (or deemed delivery).

7.2  Ownership of the Goods shall not pass to you until we receive payment in full (in cash or cleared funds) for the Goods and any other goods that we have supplied to you in respect of which payment has become due or (if later) at the time of delivery.

7.3 Until title to the Goods has passed to you, you must:

(a) hold the Goods as bailee for us;

(b) store the Goods separately from all other goods held by you so that they remain readily identifiable as the property of ours;

(d) maintain the Goods in the condition in which they were delivered and keep them insured against all risks for their full price from the date of delivery;

(e) notify us immediately if you become subject to an Insolvency Event; and

(f) inform us of the location of the Goods (or such other information relating to the Goods as they may require) upon request from time to time.

7.4  If before title to the Goods passes to you, you inform us, or we reasonably believe, that you have or are likely to become subject to an Insolvency Event, then, without limiting any other right or remedy that we may have:

(a) your right to resell the Goods or use them in the ordinary course of your business pursuant to clause 7.4 ceases immediately; and

(b) we may at any time:

(i) require you to deliver up (at your expense) all Goods in your possession which have not been resold, or irrevocably incorporated into another product; and/or

(ii) enter any of your premises (or of any third party) where the Goods are stored, with or without vehicles, to inspect and recover them. For these purposes, you grant us and our agents an irrevocable licence to enter such premises for such purposes.

8. QUALITY

8.1 We warrant that (subject to the other provisions of this clause 8) upon delivery the Goods shall conform in all material respects with their description and any applicable Specification, and shall be free from material defects in design, material and workmanship.

8.2  Subject to clause 8.3 if:

(a) you give notice in writing to us of any defect within three Business Days of discovering that some or all of the Goods do not comply with the warranty set out in clause 8.1 (and in respect of defects which are obvious upon a reasonable inspection at the time of delivery, you advise us, by telephone immediately and give notice in writing to us within three Business Days of delivery); and

(b) we are then given a reasonable opportunity to examine those Goods before they are used, further damaged or otherwise interfered with, and (if asked to do so by us) you return them to us or other location as specified by us (at your cost), or allow us to collect the Goods concerned,

8.3 We shall not be liable for Goods' failure to comply with the warranty set out in clause 8.1 in any of the following events:

(a) if you make any further use of such Goods after giving notice in accordance with clause 8.2;

(b) if the defect arose because you failed to follow our or the manufacturer’s instructions as to the appropriate storage, movement, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

(d) if you alter or repair the Goods without our written consent beforehand;

(e) if the defect arose because of fair wear and tear, wilful damage or negligence (other than by us) or acts or omissions by you, your employees, agents or sub-contractors; or

(f) if the Goods differ from their description or any Specification because of changes made to ensure they comply with applicable laws or regulatory requirements. We may amend the description or any Specification related to the Goods at any time to comply with applicable laws or regulatory requirements.

8.4 Except as provided in this clause 8, we give no warranties and makes no representations in relation to the Goods and shall have no liability to you in respect of the Goods' failure to comply with the warranty set out in clause 8.1, and all warranties and conditions, whether express or implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.

8.5 We will not be responsible for either the cost of removing the Goods from any location where they are installed or fixed (or making good the location after removal) or for the cost of installing or fixing any repaired or replacement Goods supplied.

8.6 You acknowledge that where we supply Special Goods (including Container Goods as defined in Schedule 1), these are not Lanca Flooring stock items, and will usually have been specially manufactured or purchased from a third-party supplier, and, notwithstanding clause 8.1, the warranty which we are able to provide to you in respect of any defects will be limited to that which the third-party supplier provides to us. This may be different to (and more limited than) the warranty contained in clause 8.1. Details of the applicable warranty on such items is available from us upon request (and they will usually confirm details to you when we supply the Special Goods).

8.7 Upon request, we will provide you with information about any relevant manufacturer’s guarantee offered and available to you in respect of Goods and use reasonable endeavours to make this available for you in appropriate circumstances. Please note however that they are not legally responsible for any obligation under manufacturer’s guarantees.

9. LIMITATION OF LIABILITY

9.1 The extent of our liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 9.

9.2 Nothing in these Conditions shall limit or exclude our liability for:

(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);

(b) fraud or fraudulent misrepresentation; or

9.3 In relation to any Goods (including Special Goods) which are specially manufactured, processed, altered or produced to your design, Specification or measurements then, we will not be liable to you except in the following circumstances (subject always to clause 9.2):

(a) misrepresentation by us which was made (or confirmed) in writing;

(b) the Goods do not comply with such agreed design, Specification or measurements; or

(c) we provide you with a written warranty signed by us that the Goods are fit for your intended purpose, and they are not.

9.4 Subject always to clauses 9.2 and 9.3, we will not, to the fullest extent permitted by applicable law, be liable to you for any misrepresentation made by us, our employees or agents to you, your employees or agents regarding the condition of the Goods, their fitness for any purpose or as to quantity or measurements, unless the representation is made (or confirmed) by us in writing.

9.5 Subject to clause 9.2:

(a) we shall not be liable for any consequential, indirect or special losses;

(b) we shall not be liable for any of the following (whether direct or indirect): loss of profit; loss of revenue; loss or corruption of data; loss or corruption of software or systems; loss or damage to equipment; loss of use; loss of production; loss of contract; loss of commercial opportunity; loss of savings, discount or rebate (whether actual or anticipated); harm to reputation or loss of goodwill; and/or wasted expenditure; and

9.6 This clause 9 shall survive the expiry or termination of the Contract.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 The supply of Goods by us shall not confer any right upon you to use any of our trade marks or other Intellectual Property Rights. At all times such Intellectual Property Rights shall remain ours and our absolute property (or either our or our suppliers or licensors).

10.2 All our materials, equipment, documents and other property which are not sold to you are our exclusive property. All written information, drawings, artwork, images and diagrams (excluding the physical Goods themselves) prepared by us in relation to the supply of Goods and the copyright therein and all other items owned by us and used in the production of the Goods shall remain our property and shall be returned by you on demand. All such information shall be treated as Confidential Information and shall not be copied or reproduced or disclosed to any third party without our prior written consent.

11. CONFIDENTIALLY

11.1 You shall (and procure that your employees shall) keep all of our Confidential Information confidential and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

(a) any information which was in the public domain at the date of the Contract;

(b) any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

(d) any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

11.2 This clause 11 survive the expiry or termination of the Contract.

12. FORCE MAJEURE

12.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by a Force Majeure Event.

12.2  If a Force Majeure Event takes place that affects the performance of our obligations under the Contract:

(a) we will contact you as soon as reasonably possible to notify you; and

(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure Event. Where the Force Majeure Event affects our delivery of Goods to you, we will arrange a new delivery date with you after the Force Majeure Event is over.

13. CANCELLATION AND SUSPENSION

13.1  Subject to clause 8, you can only cancel a Contract or return Goods to us which you do not require with our prior consent, which is at our sole discretion. Any such cancellation or returns allowed by us will be on such terms as we specify. We will usually charge you a handling fee to cover our loss (including loss of profit) and all associated costs, charges and expenses we incur on cancelled Contracts or Goods. Subject to the relevant manufacturer’s guarantee, please note that we will not agree to cancel Contracts for (or allow returns of) Special Goods as these will usually have been specially manufactured or purchased by us from third party suppliers and are not returnable to them.

13.2 We may terminate the Contract (whether in whole or part) or any other contract which we have with you at any time by giving you notice in writing if:

(a) you commit a material breach of the Contract and such breach is not remediable;

(b) you commit a material breach of the Contract which is not remedied within 5 Business Days of receiving written notice of such breach;

(d) if you suffer an Insolvency Event.

13.3 If you become aware that any event has occurred, or circumstances exist, which may entitle us to terminate the Contract under this clause 13, you shall immediately notify us in writing.

13.4 On termination of the Contract for any reason, you must immediately pay us all outstanding unpaid invoices and interest. Termination of the Contract, however arising, shall not affect our rights, remedies and liabilities that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

13.5 Without limiting our other rights or remedies, we may suspend supplies of Goods under the Contract or any other contract which we have with you if we are otherwise permitted to terminate the Contract under this clause 13.

13.6 If as a result of your breach of this Contract (including if you fail to pay any amount due under this Contract on the due date for payment) we incur third party costs, such as tracing or debt collection agency costs, or if we take legal proceedings to enforce our rights under the Contract, you will fully indemnify us against all Losses which we incur, in addition to the amounts already due.

14. HEALTH AND SAFETY

Certain Goods supplied by us could, if incorrectly used, give rise to risks to health and safety. Information in respect of such Goods is available from us or may be provided with the relevant Goods. It is your responsibility to ensure compliance by your employees, agents, subcontractors and customers with any safety instructions given by us or the relevant manufacturer in relation to those Goods and to take other steps or precautions, having regard to the nature of the Goods, as necessary to preserve the health and safety of any person handling, using or disposing of them.

15. ANTI-BRIBERY

15.1  For the purposes of this clause 15, the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

15.2 You shall comply with applicable Bribery Laws including ensuring that you have in place adequate procedures to prevent bribery and ensure that:

(a) all of your personnel;

(b) all others associated with you; and

involved in the performance of this Contract so comply.

15.3  Without limitation to clause 15.2, you shall not make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on your behalf, either in the United Kingdom or elsewhere, and you shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on your behalf.

15.4 You shall immediately notify us as soon as you become aware of a breach or possible breach of any of the requirements in this clause 15.

16. NOTICES

16.1  Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first-class post or other next working day delivery service or e-mail. Notices to you from us may also be posted on our website. Any "day to day" queries may be dealt with over the telephone.

16.2 A notice or other communication shall be deemed to have been received:

(a) if delivered personally, at the time of delivery;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;

(d) if posted by us on our website, immediately.

16.3 Notice shall be sent by:

(a) us to you to the address and/or email address recorded by us on your Lanca Flooring account or otherwise posted on the website; and

(b) you to us to our address and email address set out in:
sales@lanca.co.uk.

16.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

17. GENERAL

17.1  The rights and remedies provided in the Contract for us only are cumulative and not exclusive of any right and remedies provided by law.

17.2 You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all or any of your rights or obligations under the Contract without our prior written consent.

17.3 We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights or obligations under the Contract.

17.4 You and us are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between you and us, other than the contractual relationship expressly provided for in it.

17.5 You recognise that any breach or threatened breach of the Contract may cause us irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to us, you acknowledge and agree that we are entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

17.6 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. If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, you and us shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

17.7 A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by us to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17.8 A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

17.9 No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and is duly signed or executed by, or on behalf of, you and us. However, you acknowledge and accept we may amend these Conditions from time to time at our discretion (provided such changes will not apply to any current Contracts). Every time you order Goods from us, the Conditions in force at that time will apply to the Contract between you and us.

17.10 This Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

17.11 You and us irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Contract, its subject matter or formation (including non-contractual disputes or claims).

18. DEFINED TERMS

18.1  In these Conditions the following definitions apply:

Bribery Laws: the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption;

Business Day: our opening times as set out on our website;

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 17.9;

Confidential Information: any commercial, financial or technical information, information relating to the Goods, plans, know-how or trade secrets, any details of our business, affairs, customers, clients, suppliers or strategy, which is obviously confidential in nature or has been identified as confidential, or which is developed by us in performing our obligations under, or otherwise pursuant to the Contract;

Contract: the agreement between us and you for the sale and purchase of the Goods in accordance with these Conditions;

Delivery Location: has the meaning given to it in clause 6.4;

Display: has the meaning given to it in clause 3.2;

Force Majeure Event: any event beyond our reasonable control, preventing or delaying us from performing our obligations under the Contract;

Goods: the goods (or any part of them) set out in the Order;

Insolvency Event: means:

(a) you suspend, or threaten to suspend payment of your debts, or are unable to pay your debts as they fall due or admit inability to pay your debts, or (being a company or limited liability partnership) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) have any partner to whom any of the foregoing apply;

(b) you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors;

(i) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up, other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or your solvent reconstruction;

(ii) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over you;

(iii) the holder of a qualifying floating charge over your assets has become entitled to appoint or has appointed an administrative receiver;

(d) being an individual:

(i) you are the subject of a bankruptcy petition or order;

(ii) you die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation;

(e) a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets;

(f) a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days;

(g) any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which you are subject that has an effect equivalent or similar to an Insolvency Event;

(h) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

(i) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy;

Intellectual Property Rights: copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in software, rights in goodwill, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case: whether registered or not; including any applications to protect or register such rights; including all renewals and extensions of such rights or applications; whether vested, contingent or future; and in whichever part of the world existing;

Losses: all losses, claims, damages, liabilities, fines, interest, penalties, costs, charges, expenses, demands and legal and other professional costs (calculated on a full indemnity basis);

Order: your order for the Goods placed with us;

Order Acknowledgement: has the meaning given to it in clause 4.10;

Promotional Material: has the meaning given to it in clause 3.1;

Special Goods: any Goods which are non-stock items and which are either:

(a) not manufactured by us; or

(b) specially manufactured, processed or produced to your design, Specification, measurements or requirements (whether or not at your request);

Specification: any specification for the Goods that is agreed in writing by you and us, or where such specification is not agreed, as detailed in any descriptions, instructions, manuals, literature, technical details or other related materials supplied by us in connection with the Goods;

VAT: value added tax, as defined by the Value Added Tax Act 1994; and

you, your: means the person or firm who purchases the Goods from us.

18.2  In these Conditions, unless the context requires otherwise:

(a) a reference to the Contract includes these Conditions and the Order;

(b) any clause or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;

(d) a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

(e) a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

(f) words in the singular include the plural and vice versa;

(g) any words that follow ‘including’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

(h) a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;

(i) a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase the liability of us under the Contract;

(j) a reference to legislation includes all subordinate legislation made from time to time under that legislation; and

(k) an obligation of yours to indemnify us, or any other person against any Losses is to be construed as including an obligation to indemnify and hold harmless and keep us indemnified on demand and in full from and against each such Losses and against each liability incurred in defending or settling a claim alleging each such liability.

Schedule 1 – Purchase of Container Goods

1. Where you have opted to purchase containers of Special Goods (Container Goods), the following clauses also apply. In the event of any conflict or inconsistency between the provision of this Schedule and the Trade Terms and Conditions, this Schedule shall take precedence.

2. Order Process

2.1 After placing an Order, you will receive a proforma invoice from us acknowledging that we have received your Order (Proforma Invoice).

2.2 Please note that this Proforma Invoice does not mean that your Order has been accepted and that the quantity of Container Goods may vary between 5-8% from the estimate quantity set out in the proforma invoice.

3. Price and Payment

3.1 We reserve the right to charge up to [x]% deposit of the Proforma Invoice.

3.2 You acknowledge that the Price set out in the Proforma Invoice is based on the GBP:CNY exchange rate and the current sea freight costs.

3.3 Up to seven days before the Container Goods arrive at the destination port, we will issue an updated invoice with confirmation of the Price, including the applicable exchange rate and sea freight costs. The currency conversion rate to be applied in respect of invoices shall be the exchange rate of Bank of England as published on its website applicable on the date of the invoice.

3.4 Time for payment by you is of the essence. You must pay all amounts due under Contract in full and cleared funds without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law) within 7 (seven) days of the invoice.

3.5 If you fail to make payment within seven days of the invoice date, you acknowledge that:

(a) we may store the Container Goods until payment takes place and charge you for all related costs and expenses (including demurrage, storage charges and insurance); and/or

(b) we may resell or otherwise dispose of the Goods without any obligation or liability to you. We shall deduct all costs and expenses referenced in clause 3.3(a) including where applicable any deposit and account to you for any excess of the resale price over or invoice you for any shortfall of the resale price below the price paid by you for the Goods.

4. WARRANTY

4.1 You acknowledge that where we supply container goods, these are not Lanca Flooring stock items, and will usually have been specially manufactured or purchased from a third-party supplier, and, notwithstanding clause 8.1 of the Trade Terms and Conditions, the warranty which we are able to provide to you in respect of any defects will be limited to that which the third-party supplier provides to us. This may be different to (and more limited than) the warranty contained in clause 8.1 of the Trade Terms and Conditions. Details of the applicable warranty on such items is available from us upon request (and we will usually confirm details to you when we supply the Container Goods).

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