Cladco Profiles Limited Conditions of Sale
(Business to Business)

Schedule 1 - Standard Conditions

Cladco Profiles Limited Conditions of Sale (Business to Business)

(Effective Oct 2023)

THE CUSTOMER'S ATTENTION IS DRAWN IN PARTICULAR TO CLAUSES 6.4, 9 AND 11 WHICH LIMIT CLADCO'S LIABILITY.

1.1 Definitions

Applicable Law	means any law, statute, statutory provision, regulatory requirements, rules, binding court order, judgment or decree applicable to the parties in connection with the Contract and as in force from time to time.
Buyer or Customer	means the person who accepts a quotation of the Company for the sale of the Goods or whose order for the Goods is accepted by the Company. This is also referred to as “you”, or “your”, below.
Goods	means the products, articles or items to be sold by the Company.
Company	means CLADCO PROFILES LIMITED (registered in England & Wales under Company number 4621350). This is also referred to as “we”, “us” or “our” below.
Conditions	means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Company.
Contract	means the contract between the Buyer and the Company for the purchase and sale of the Goods.
Order	the Customer’s order for Goods as set out in the Customer’s purchase order or via the Customer’s written acceptance of the Company’s quotation, or as otherwise set out in writing.

1.2 Interpretation

2. Basis of the Sale

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 law, trade custom, practice or course of dealing.

2.2 Only Managers and Directors of the Company are authorised representatives for the purpose of binding the Company.

2.3 Our employees or agents are not authorised to make any representations concerning the Goods unless confirmed by us in writing. In entering into the Contract you acknowledge that you do not rely on, and waive any claim for breach of, any such representations which are not so confirmed.

2.4 Any advice or recommendation given by us or our employees or agents to you or your employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by us is followed or acted upon entirely at your own risk, and accordingly we shall not be liable for any such advice or recommendation which is not so confirmed.

2.5 Any error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by us shall be subject to correction without any liability on our part.

3. Orders & Specifications

3.1 An Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. No Order placed by you shall be deemed to be accepted by us until a written acknowledgement of order is issued by us or (if earlier) the Goods are delivered by us to you.

3.2 All Orders placed by you are subject to the availability of goods and materials and we reserve the right to alter the specification of, or to withdraw any item without prior notice. However any alternative materials that are used shall be of satisfactory quality.

3.3 You shall be responsible to us for ensuring the accuracy of the terms of any Order (including any applicable specification) you submit, and for giving us any necessary information relating to the Order within a sufficient time to enable us to perform the Contract in accordance with its terms.

3.4 The quantity, quality and description of and any specification for the Goods shall be those set out in our quotation or as otherwise confirmed in writing by us.

3.5 If the Goods are to be manufactured or any process is to be applied to the Goods by us in accordance with a specification or direction you submit, you shall indemnify us against all loss, damages, costs and expenses awarded against or incurred by us in connection with any claim for infringement or alleged infringement of any intellectual property rights of any other person which results from our use of your specification or from us complying with your direction, as the case may be.

3.6 We reserve the right to make any changes in the specification of the Goods which are required to conform with any Applicable Laws or due to technical developments which do not materially affect their quality or performance.

3.7 Neither the whole nor any part of any Order, whether it is an order by instalment or otherwise, may be cancelled by you except with our agreement in writing and on terms that you shall indemnify us in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by us as a result of cancellation.

3.8 You shall be responsible for ensuring that any product obtained from ourselves is used in the manner it has been designed for and for ensuring that the products meet any necessary regulations, certifications and standards for your particular use or installation. We shall have no liability to you if the products do not meet any specific building, fire, structural or any other regulations deemed necessary by law for your particular use or installation.

3.9 Any samples, drawings, descriptive matter or advertising produced by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures or displayed on the Company’s websites 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.

4. Price of the Goods

4.1 The price of the Goods shall be our quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in our price list current at the date of acceptance of the Order, plus any additional charges applicable in accordance with clause 4.5. All prices quoted are valid for 30 days only (unless we otherwise agree in writing). A quotation given by us does not constitute an offer and we may withdraw or revise a quotation at any time before our acceptance in writing of the Order.

4.2 Unless otherwise stated in writing all prices are net of delivery charge and VAT and shall not be subject to any discount, which you shall be additionally liable to pay to us.

4.3 We reserve the right to increase the price of the Goods to reflect any increase in the cost to us of fulfilling the Order which is due to any factor beyond our reasonable control, any change in delivery dates, quantities or specifications for the Goods which you request, or any delay caused by any of your instructions or by your failure to give us adequate information or instructions.

4.4 The cost of pallets and returnable containers will be charged to you in addition to the price of the Goods, but credit may be given to you provided they are returned undamaged to us before the due payment date.

4.5 We reserve the right to apply a machinery set-up surcharge as follows:

4.6 Multiple small orders will incur multiple setup fees. We will notify you of any applicable surcharge when we confirm the Order.

5. Terms of Payment

5.1 We shall be entitled to payment for the full price of the Goods at the time of Order, unless a credit account has been established. No items will be manufactured until funds have cleared. Receipts for payment will be issued only upon request.

5.2 If we have granted you credit terms, the price for the Goods shall (unless otherwise agreed by us in writing) be due for payment no later than the end of the month following the date of invoice and you agree that a dispute as to any amount owed hereunder or any goods supplied hereunder will not entitle you to withhold payment of such invoice or any other amounts due.

5.3 If you cancel the Order (in whole or in part) in circumstances where we are not at fault, whilst we will re-use the Goods for other customers where reasonably possible, we reserve the right to recover the price for the Goods, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to you.

5.4 The time of payment of the price for the Goods shall be of the essence of the Contract.

5.5 If you fail to make any payment on the due date then, without prejudice to any other right or remedy available to us, we shall be entitled to:

5.6 The Company reserves the right to charge interest on late payments at the rate prescribed under the Late Payment of Commercial Debts (Interest) Act 1998 calculated (on a daily basis) from the date of our invoice until payment (whether before and after judgement). Interest will be compounded on the first day of each calendar month.

6. Collection and Delivery

6.1 Collection of the Goods by the Customer from our premises will be at a time after we have notified you that the Goods are ready. Customers who are collecting must do so with an appropriate vehicle which a forklift truck can load, such as a flatbed truck or trailer etc. We cannot load onto car roof-racks or into the rear of cars or vans. All securing of loads to collection vehicles is the responsibility of the Customer. Customers must abide by any instructions given by our staff at the time of collection.

6.2 We shall not be liable for any delay in delivery of the Goods caused by circumstances beyond our reasonable control or your failure to provide adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. Time for delivery shall not be of the essence unless previously agreed as such by us in writing. We may deliver the Goods in advance of the quoted delivery date upon giving you reasonable notice.

6.3 Where the Goods are to be delivered in instalments, our failure to deliver any one or more of the instalments in accordance with these Conditions or any claim by you in respect of any one or more shall not entitle you to treat the Contract as a whole as repudiated.

6.4 If we fail to deliver the Goods for any reason other than any cause beyond our reasonable control or your fault, and we are accordingly liable to you, our liability shall be limited to the reasonable costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.

6.5 Where we are to deliver the Goods:

6.6 If you fail to take delivery of the Goods at the time stated for delivery (otherwise than by reason of any cause beyond your reasonable control or by reason of our fault), or if you fail to give us adequate delivery instructions then, without prejudice to any other right or remedy available to us, we may:

6.7 Goods may be delivered on a pallet with the necessary associated packaging to ensure they arrive with you in the best possible condition. It is your responsibility to dispose of these items in a responsible manner when appropriate.

6.8 When taking possession of any Goods you should ensure that they are stored indoors where possible. At the very least the Goods should remain protected from all weather conditions whilst stored until such time as they are ready to be installed.

6.9 When storing Roofing Sheets and associated products you should ensure they are protected from the elements in order to ensure that they remain in good condition and there is no water ingress between the sheets. Galvanised sheets should always be stored indoors whilst stacked as this will help reduce the possibility of an occurrence of white rust on the Goods.

6.10 Composite Decking and other WPC products should be allowed to acclimatise on site for 48/72 hours prior to being installed.

7. Risk & Property

7.1 Risk of damage to or loss of the Goods shall pass to you:

7.2 Notwithstanding delivery and passing of risk in the Goods, then subject to clause 7.3, property in the Goods shall not pass to you until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:

7.3 If the Customer resells the Goods before the Company receives payment for the Goods:

7.4 Until such time as the property in the Goods passes to you, you shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as our property.

7.5 Until such time as the property in the Goods passes to you (and provided the Goods are in existence and have not been re sold), we shall be entitled at any time to require you to deliver up the Goods to us and, if you fail to do so forthwith, to enter upon any of your premises or premises under your control where the Goods are stored and repossess the Goods.

7.6 Our demand for or recovery of the Goods shall not of itself discharge either your liability to pay the whole of the price and take delivery of the Goods or our right to sue for the whole of the price.

8. Warranties

8.1 Subject to the limitations and exclusions set out below, we warrant that the Goods will correspond with their specification in all material respects at the time of delivery and will be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

8.1.1 We shall be under no liability in respect of any defect in the Goods arising from oil canning which is an inherent characteristic of cold formed roofing products and therefore is not grounds for rejection of the product

8.1.2 All published warranty durations are in respect of installations in locations in excess of 5 miles from the UK mainland coastline. For installations within 5 miles of the UK coast the published warranty duration is halved.

8.2 Without prejudice to the foregoing, we offer an extended warranty (“Extended Warranty”) for certain products as set out in clause 8.3 against:

8.3 The Extended Warranty applies to the following products and for the following periods:

Product	Residential Installation (Years)	Commercial Installation (Years)
Roofing
PVC Plastisol Roofing*	15	15
Mica/Pural Roofing*	25	25
Composite Panel*	25	25
Decking
Hollow WPC Decking	10 + 5**	0
Solid WPC Decking	10 + 5**	10 + 5**
Versadeck	15 + 5**	10 + 5**
Prodeck	15 + 5**	10 + 5**
Nordeck	15 + 5**	10 + 5**
Aluminium Decking	20	15
Bamboo Decking*	10	10
Millboard Decking*	25	12
Cladding
WPC Cladding	10	10
Proclad	15	15
Fibre Cement Cladding	10	10
External Slatted Cladding	15	15
Millboard Cladding*	25	12
Fencing
Composite Fencing	10	0
Profence	15	15
Other Products
Contruction Board	25	25
Structural Composite Joist	10	0
Recycled Plastic Joist*	20	20

Please Note:

* Products marked with * are not covered by a Cladco Warranty but are covered by a Cladco Supplier Warranty provided by the supplier of the product. Please contact our Sales Team for further information if necessary.

** Additional 5-year warranty available if product is installed onto a Recycled Plastic Joists/Subframe supplied by Cladco and built in line with Cladco Installation Guides.

Warranty duration begins from the date of the relevant invoice.

If a product is not featured in this chart, then it is not covered by a Cladco Warranty or Cladco Supplier Warranty.

9. Limitations and exclusions

9.1 We give the above warranties subject to the following conditions:

9.2 We give no warranty that the Goods are fit for any particular purpose for which the Customer may require them. You must satisfy yourself before ordering the Goods that they are fit and suitable for the purpose for which you require them.

9.3 Second hand goods are supplied “sold as seen” and no warranty is given.

9.4 Save as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

10. Returns

10.1 Any claim by you which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification which is or ought reasonably to be apparent on delivery must (whether or not you refuse delivery) be notified to us within 14 days from the date of delivery by email to [email protected]. Your email must include a copy of your proof of purchase and photographic evidence of the alleged fault or damage.

10.2 If delivery is not refused, or you do not notify us of any defect or damage in accordance with clause 10.1, you shall not be entitled to reject the Goods and we shall have no liability for such defect or failure. You shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

10.3 The Company operates a 28 day returns policy for non-faulty Goods (from and including the date of delivery or collection, as the case may be). We reserve the right to reject the return of any non-faulty Goods if they are not returned within this period.

10.4 The Company will not collect non-faulty Goods being returned. It is the Buyer’s responsibility to return any non-faulty Goods to the Company’s premises at Beardown Road, Okehampton, EX20 1UA or 55 Reith Way, Andover, Hampshire, SP10 3TY.

10.5 Once non-faulty Goods are received, the Company will inspect the Goods. Subject to the Goods being returned to us in perfect re-sellable condition we will issue you with a refund. We reserve the right to withhold any refund, or part thereof, in the case of the Goods being returned to us in a less than re-sellable condition.

10.6 Once faulty Goods are received, we will inspect the Goods and investigate the issues complained of. If we are satisfied (acting reasonably) that the Goods are defective we shall be entitled to replace the Goods (or the part in question) free of charge, or, at our sole discretion, refund you the price of the Goods (or a proportionate part of the price). We reserve the right to reject any refund, or part thereof or to refuse to replace the Goods, if we find the Goods are not defective or one of the limitations or exclusions set out in clause 9 applies.

10.7 All refunds will be processed using the same method used when payment was made and will be issued up to 10 working days of the Company’s receipt of the items and proof of purchase.

10.8 We reserve the right to apply a re-stocking charge of 15% of the value of the Goods for any non-faulty Goods returned to the Company.

10.9 The Company will only refund delivery charges for any order where the Company accepts it is at fault.

10.10 Where the Buyer returns Goods which were purchased using a credit card or via Worldpay the Company is entitled to deduct an additional 3% of the purchase price from the value of the refund due to surcharges incurred by the Company at the point of sale.

10.11 Any Goods supplied by the Company as bespoke, cut to length or custom made are not subject to the above returns policy and cannot be returned at any point unless we accept they are faulty.

10.12 In the event that the Buyer cancels a special order (being an order for Goods that are not in stock and/or is required to be specially made or obtained), we reserve the right to charge 100% of our full costs incurred up to the time of receipt of your written cancellation.

11. Limitation of liability

11.1 References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

11.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

11.3 Subject to clause 11.2, the Company's total liability to the Customer in relation to the Contract shall not exceed 150% of the charges payable under the Contract .

11.4 Subject to clause 11.2, we shall not be liable for the following types of loss:

11.5 This clause 11 shall survive termination of the Contract.

12. Termination

12.1 Without limiting its other rights or remedies, either party may terminate this Contract with immediate effect by giving written notice if:

12.2 Without limiting its other rights or remedies, the Company may suspend supply of the Goods under the Contract or any other contract between the Customer and the Company if the Customer becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.4, or the Company reasonably believes that the Customer is about to become subject to any of them.

12.3 Without limiting its other rights or remedies, the Company 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.

12.4 On termination of the Contract for any reason the Customer shall immediately pay to the Company all of the Company 's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt.

12.5 Termination of the Contract, however arising, 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 the Contract which existed at or before the date of termination.

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

13. Notices

13.1 A notice served under these Conditions shall be:

13.2 A notice or any other communication given in connection with these Conditions is deemed to have been received:

14. Dispute Resolution

14.1 If a dispute arises out of or in connection with these Conditions or the performance, validity or enforceability of it (Dispute) then, except as expressly provided in these Conditions, the parties shall follow the dispute resolution procedure set out in this clause:

15. On screen installation video guides and installation guides

15.1 The installation guides made available by the Company should not be relied upon as advice or as the sole source of information on how to complete a task. Cladco installation guides should be taken as a guide only. Before commencing any DIY task please: assess the risks associated with what you are about to do – taking any necessary precautions; and read and follow all manufacturers' and safety instructions relating to the equipment, products or task you are about to use or carry out. If you are in any doubt, stop immediately and seek advice from a professional. The installation process shown in Cladco installation guides and videos should not be attempted by anyone under the age of 18 or who is inexperienced in DIY. In relation to the Video Guides, all references are correct at the time of filming.

15.2 The Company accepts no liability for any loss, damage or injury arising as a consequence of any reliance placed upon the installation guides, whether by a user of our Digital Services or by anyone who may be informed of their contents.

16. Data Protection

16.1 In this clause 16 the following terms shall have the following meanings:

Agreed Purposes	means (i) arranging delivery of Goods to end customers and (ii) the administration of the Contract.
Data Discloser	means a party that discloses Shared Personal Data to the other party.
Data Protection Legislation	means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).
Permitted Recipients	the parties to the Contract, the employees of each party and any third parties engaged by a party to perform obligations in connection with the Contract including but not limited to delivery agents for the Goods.
Shared Personal Data	the personal data to be shared between the parties under the Contract which shall be confined to the following categories of information and data subject:   • names and business contact details of each party’s employees engaged in performing the Contract; and   • names, addresses and contact details of end customers of the Goods.
UK GDPR	has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

16.2 The terms Controller, processor, data subject, personal data, personal data breach and processing shall have the meanings given in the Data Protection Legislation.

16.3 The parties acknowledge and agree that:

16.4 Each party shall:

17. Force Majeure

17.1 Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:

17.2 Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 3 months, the party not affected may terminate the Contract by giving 7 days' written notice to the affected party.

17.3 The party affected by the Force Majeure Event will use reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

18. General

18.1 The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract. All Information on our website and given by our sales team is for guidance only, unless expressly set out in the Contract.

18.2 A waiver of any right or remedy is only effective if given in writing. No waiver by us of any breach of the Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision.

18.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

18.4 These terms and conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.

18.5 The parties submit to the exclusive jurisdiction of the English Courts.

19 – Pro Rata Warranty

19.1 All Cladco Warranties are offered on a Pro Rata basis against the full published term of the warranty.