Flood Smart Systems Ltd – Terms and Conditions for the sale of flood protection products 

Introduction 
 
The Environment Agency advise that it is impossible to completely flood-proof a property but there are many things you can do to reduce flood damage. Flood Smart Systems Ltd offer a range of flood protection products that are provided in good faith, as being ‘fit for purpose’ in terms of flood mitigation and protection. 
 
If a property is flooded it can be costly in terms of money, time and heartache. While it’s impossible to completely flood-proof a property, there are lots of things you can do to reduce flood damage. The products we supply help to: 
 
1. prevent water from short, shallow flooding from getting into the building, 
2. delay flood water from getting into the building if flooding is more severe, giving you extra time to move your possessions to safety and evacuate, 
3. limit the damage to walls, floors, fixtures and fittings if flood water gets into the building, 
4. make it easier, faster and cheaper to clean up and dry out. 
 
Please note that although there can never be a guarantee that the measures listed will prevent flood damage, by incorporating the items listed it will help minimise damage to your property.  
 
Product Quality Statement 
 
Our products have been factory manufactured and tested to a standard test as defined in PAS 1188-1:2014 which represent typical conditions that might be experienced during a flood in the UK. This involves testing the product for leakage under static water levels of 600mm above the aperture threshold level. The products are designed to withstand the presence of flood water to a maximum of 600mm in height and are intended to be used on domestic properties in flood risk areas. The need for advanced warning of flooding in your area is advisable. Conformance of the product does not mean it is suitable for all buildings or locations. If the user Client/User has any uncertainty about the suitability of a product they should seek professional guidance. 
 
Terms and Conditions 
 
These Terms and Conditions apply to all transactions on Flood Smart System’s website and all orders placed via the telephone, email, following a site visit or any other means. The purchase of goods constitutes your acceptance of these terms and conditions, which take effect immediately on sending your first order. Please read them carefully. 
 
The Company may change these Terms and Conditions at any time. Any changes will take effect on the date they are posted on to the website. 
 
1. Definitions 
1. The definitions and rules of interpretation in this condition apply in these conditions. 
Client: the person firm or company who purchases the Goods from the Company. 
Company: Flood Smart Systems Ltd 
Contract: any contract between the Company and the Client for the sale and purchase of the Goods, incorporating these conditions. 
Delivery Point: the place where delivery of the Goods is to take place under condition 4. 
Goods: any goods agreed in the Contract to be supplied to the Client by the Company (including any part or parts of them goods). 
 
2. Application of Terms 
2.1 Subject to any variation under condition 2.2 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document). 
2.2 These conditions apply to all the Company’s sales and any variations to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Company. The Client acknowledges that he has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set in the Contract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation. 
2.3 Each order or acceptance of a quotation for Goods by the Client from the Company shall be deemed to be an offer by the Client to buy Goods subject to these conditions. 
2.4 No order placed by the Client shall be deemed to be accepted by the Company until either a (written) acknowledgement of order is issued by the Company via e-mail or fax or (if earlier) the Goods are delivered to the Client. 
2.5 The Client shall ensure that the terms of his order and any applicable specification are complete and accurate. 
2.6 The Client shall provide the Company a written purchase order or instruction should he wish to proceed with an order. This constitutes his acceptance of the Company’s Terms & Conditions. 
2.7 Any quotation is given on the basis that no Contract shall come into existence until the Company dispatches an acknowledgment of order to the Client. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it. 
2.8 The quantity and description of the Goods shall be as set out in the Company’s quotation or acknowledgment of order. 
 
3. Prices and Payment 
3.1 The price for the Goods shall be the price set out in the Company’s price list published on the date of delivery/collection or deemed delivery/collection, or the price on the Client’s written quotation. if accepted within 30 days. A 50% deposit must be paid upon placement of order. The order will be processed once this payment has cleared. 
3.2 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Client shall pay in addition when he is due to pay for the Goods. 
3.3 Subject to condition 3.1, payment of the price of the Goods is due in pounds Sterling and, unless otherwise expressly agreed by the Company, shall be made by means of an Electronic payment via Internet Banking process. 
3.4 The deposit is non-refundable on bespoke Goods, ie those Goods which are being manufactured specifically for the Client according to the purchase order. 
3.5 All Goods shall be paid for in full prior to dispatch unless otherwise agreed. 
3.6 Time for payment shall be of the essence. 
3.7 No payment shall be deemed to have been received until the Company has received cleared funds. 
3.8 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision. 
3.9 The Client shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Client. 
3.10. If the Client fails to pay the Company any sum due pursuant to the Contract, the Client shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 8% above the base lending rate of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim reasonable debt recovery costs as set out in the Late Payment of Commercial Debts (Interest) Act 1998. 
3.11. The Company will not arrange for delivery of the Goods to the Client until the Company has received payment in full for the Goods, unless expressly agreed otherwise. 
 
4. Delivery 
4.1 The Company’s delivery charges are determined on each order depending on quantity and for bulk items, courier service with mainland UK. Charges to the Highlands and Islands of Scotland may vary. The Company reserves the right to charge carriage on larger orders; this will be determined on a case by case basis. 
4.2 Delivery can also be arranged to destinations outside the UK. *There may be occasions when circumstances outside the Company’s control will result in the delivery date having to be changed. 
4.3 Delivery will occur when the Goods are ready for unloading at the place specified in the Contract or as subsequently agreed in writing by the Company. 
4.4 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time. 
4.5 Subject to the other provisions of these conditions, the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence). 
 
 
5. Cancellation of Orders 
5.1 The Company may at its discretion accept or reject the cancellation of any order after it has been accepted. If the Company decides to accept the cancellation of an order the acceptance shall be on such terms as the Company may specify. 
5.2 The Company may at its discretion accept or reject the return of any Goods which have been incorrectly ordered. If the Company decides to accept the return of such Goods, the return shall be on such terms as the Company decides and in particular the Company may charge a restocking fee of 25% of the price of the Goods. 
5.3. Should the Client wish to exercise any right to return Goods according to 5.1 or 5.2 he should do so at his own cost and risk. 
5.4 Should the Client cancel an order for bespoke Goods, and other such bespoke Goods as may be ordered from time to time, the Client will forfeit the deposit in its entirety and shall have no recourse to the same. 
 
6. Risk and Title to Goods 
6.1 The Goods are at the risk of the Client from the time of delivery/collection despatch if delivery/collection is subcontracted. 
6.2 Ownership of the Goods shall not pass to the Client until the Company has received in full (in cash or cleared funds) all sums due to it in respect of: 
6.2.1 the Goods; and 
6.2.2 all other sums which are or which become due to the Company from the Client on any account. 
6.3 The Client’s right to possession of the Goods shall terminate immediately if: 
6.3.1. the Client has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of the undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Client or notice of intention to appoint an administrator is given by the Client or the Client’s directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Client or for the granting of an administration order in respect of the Client, or any proceedings are commenced relating to the insolvency or possible insolvency of the Client; or 
6.3.2 the Client suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Client, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Client ceases to trade; or 
6.3.3 the Client encumbers or in any way charges any of the Goods 
 
7. Quality 
7.1 The Company shall endeavor to transfer to the Client the benefit of any warranty or guarantee given to the Company by the manufacturer of the Goods. 
 
8. Limitation of Liability 
8.1 The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of: 
8.1.1 any breach of these conditions; 
8.1.2 any use made or resale by the Client of any of the Goods, or of any product incorporating any of the Goods; and 
8.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract. 
8.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract. 
8.3 Nothing in these conditions excludes or limits the liability of the Company: 
8.3.1. for death or injury caused by the Company’s negligence; or 
8.3.2. under section 2(3), Consumer Protection Act 1987; or 
8.3.3 for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or 
8.3.4 for fraud or fraudulent misrepresentation. 
8.4 subject to the above: 
8.4.1 the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and 
8.4.2 the Company shall not be liable to the Client for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract. 
 
9. Assignment 
9.1 The Company may assign the Contract or any part of it to any person, firm or company. 
9.2 The Client shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company. 
 
10. Force Majeure 
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Client (without liability to the Client) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 45 days, the Client shall be entitled to give notice in writing to the Company to terminate the Contract. 
 
11. General 
11.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not. 
11.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract shall continue in full force and effect. 
11.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. 
11.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Client shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract. 
The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts. 
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