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TERMS AND CONDITIONS OF USE

Last updated 04 February 2021

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SITE.

Materialsmarket.com (“Site”) is a marketplace operated by the service provider Materials Market Limited (“Materials Market”, “we” or “us”) on which sellers (“Suppliers”) offer and sell building materials (“Products”) to customers (“Customers”).

MATERIALS MARKET IS NEITHER THE BUYER NOR THE SELLER OF THE PRODUCTS. MATERIALS MARKET DOES NOT HAVE POSSESSION, RIGHT, TITLE OR INTEREST IN OR TO ANY PRODUCT LISTED OR SOLD ON THE SITE. THE CONTRACT FOR THE SALE IS MADE DIRECTLY BETWEEN THE SUPPLIER AND CUSTOMER.

By offering, selling or buying Products and/or using the Site, you agree: (i) to these terms and conditions of use (“Terms and Conditions”); (ii) to related policies, including our Marketplace Rules and Policies, Privacy Policy and Cookie Policy (together, the “Policies”); and, (iii) that Materials Market is not a party to any contract for Products made between the Supplier and the Customer via the Site.

Words in these Terms and Conditions importing the singular number include the plural and vice versa. The use of ‘including’ or ‘includes’ (and other similar expressions) in these Terms and Conditions shall be construed as not limiting any general words or expressions in connection with which they are used.

Due to the nature of the services we provide, some of the terms herein are only applicable to Suppliers and some are only applicable to Customers, as specified below in ‘Part A’ and ‘Part B’ respectively. Terms in ‘Part C: General’ apply to all Site users, including Customers and Suppliers.

How to contact us

Materials Market is a company duly incorporated in England and Wales with registration number 12149290 with registered offices at: Silverstream House, 4th Floor, 45 Fitzroy Street, London, England, W1T 6EB.

T: 020 7459 4574

E: [email protected]

PART A: SUPPLIER-ONLY CLAUSES

Supplier-only clauses were provided to you upon registration and should be read as incorporated into these Terms and Conditions.

Supplier-only clauses are only applicable to Suppliers.

PART B: CUSTOMER-ONLY CLAUSES

Customer-only clauses in this part are only applicable to Customers.

Our role

The role of Materials Market is to provide a platform to help facilitate a transaction between a Customer and a Supplier. ACCORDINGLY, THE CONTRACT FOR SALE FORMED AT THE COMPLETION OF A SALE FOR THE SUPPLIERS PRODUCTS IS MADE SOLELY BETWEEN THE SUPPLIER AND THE CUSTOMER. MATERIALS MARKET IS NOT A PARTY TO THIS CONTRACT, NOR DOES IT ASSUME ANY RESPONSIBILITY ARISING OUT OF OR IN CONNECTION WITH IT. MATERIALS MARKET IS NOT THE SUPPLIER'S AGENT OR REPRESENTATIVE. THE SUPPLIER IS RESPONSIBLE FOR THE SALE OF THE PRODUCTS AND FOR DEALING WITH ANY CUSTOMER CLAIMS OR ANY OTHER ISSUE ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT BETWEEN THE SUPPLIER AND THE CUSTOMER.

ACCORDINGLY, MATERIALS MARKET SHALL NOT BE LIABLE TO THE CUSTOMER UNDER ANY CIRCUMSTANCES (REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT OR IN ANY OTHER WAY AND WHETHER OR NOT CAUSED BY NEGLIGENCE OR MISREPRESENTATION) FOR ANY CONSEQUENTIAL, INDIRECT OR SPECIAL LOSSES OR ANY LOSS OF PROFIT, LOSS OF DATA, LOSS OF CONTRACT, LOSS OF OPPORTUNITY, LOSS OF ANTICIPATED SAVINGS (IN EACH CASE WHETHER DIRECT OR INDIRECT) ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT.

While we are not responsible for any contracts, orders, refunds, deliveries or returns, we have taken reasonably necessary steps to protect the Customer and to provide a safer and more convenient buying experience. Accordingly, these minimal terms of sale (“Minimal Terms of Sale”) shall apply to all contracts between the Supplier and the Customer in respect of Products purchased on the Site. These Minimal Terms of Sale shall apply to the exclusion of any other terms or conditions provided by the Supplier except where the Supplier’s own terms or conditions provide the Customer with more comprehensive legal rights than those set out in the Minimal Terms of Sale.

Questions, comments and complaints about orders

While Materials Market is not a party to the contract for sale, if a Customer has a question, comment or complaint in relation to a Supplier or Products purchased through the Site, they may contact us and we will contact the Supplier directly as specified in our Dispute Resolution Policy (which forms part of our Marketplace Rules and Policies). We are not responsible for any failures by the Supplier to resolve any issues reported to us.

Customer account

In order to use our Site and services, you will need your own Site account (“Customer Account”). You will be required to be logged in to your Customer Account.

If you are registering with us as a business entity, you represent that you have the authority to legally bind that entity.

You are responsible for maintaining the confidentiality of your Customer Account and password and for restricting access to your computer, and, to the fullest extent permitted by law, you agree to accept responsibility for all activities that occur under your Customer Account or password. You should take all necessary steps to ensure that your password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be used in an unauthorised manner. You are responsible for ensuring that the details you provide us with are correct and complete, and for informing us of any changes to the information you have provided.

You must not use the Site: (i) in any way that causes, or is likely to cause any access to it to be interrupted, damaged or impaired in any way; or (ii) for fraudulent purposes, or in connection with a criminal offence or other unlawful activity; or (iii) to cause annoyance, inconvenience or anxiety.

We reserve the right to refuse service, terminate Customer Accounts with immediate effect or remove or edit content without notice if we reasonably believe you are in breach of applicable laws, these Terms and Conditions or any other applicable terms and conditions and Policies for the time being in place, including our Marketplace Rules and Policies.

Unless otherwise specified, we do not charge Customers any joining, periodic subscription or any other fees additional to the order amount.

Customers will pay the relevant amount to the Supplier as indicated in the order. Suppliers pay a service fee (being a small percentage of the total order amount) to us.

Product information

Materials Market is not the manufacturer of the Products nor it is the seller of the Products. Although we make reasonable efforts to ensure that the information on the Site is correct, we make no representations, warranties or guarantees, whether express or implied, that the content on the Site is accurate, complete or up to date. All information about the Products on the Site is provided for information purposes only and we recommend that you do not rely solely on the information presented on the Site. Please always read and follow labels, warnings and directions (written or oral) provided by the Supplier before use.

Where the Site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

Product equivalents

After a Customer posts an enquiry using the Enquiry Function (as defined below), Suppliers have the ability to propose alternative Products. This will be communicated to the Customer accordingly on the Customer dashboard with an asterisked statement for each alternative product. The Supplier will make reasonable efforts to ensure that the alternative Product they offer is a suitable equivalent. It is the responsibility of the Customer to ensure that the alternative Product is suitable for their needs. When the Customer makes an order for such Products, they are making an offer to purchase the alternative Products as advertised.

WHEN A CUSTOMER MAKES A UNILATERAL OFFER USING THE INSTANT PURCHASE FUNCTION, THEY AGREE TO ACCEPT ALTERNATIVE PRODUCTS. If they do not wish to accept alternative Products, they can indicate so by turning the function off.

Children

We do not sell products for purchase by children. If you are under 18, you may use the Site only with the involvement of a parent or guardian.

Notices

Any notice or communication shall be deemed to have been received at the time of transmission when sent by e-mail, in case of the Customer to the e-mail address provided in the Customer Account and in case of Materials Market to [email protected], or the Site messaging service. This clause does not apply to the service of any proceedings or other documents in any legal action.

PART C: GENERAL
Order confirmation and fulfilment

One of the main functionalities that the Site offers is the ability for Customers to post enquiries for Products and for Suppliers to respond to such enquiries with their estimated prices and other particulars. This functionality is accessible with the ‘Add to Enquiry’ button or may be referred to on the Site as ‘Enquiry’ (“Enquiry Function”). As an alternative, some certain Products have already been given a suggested price, as may be reasonably determined from time to time. This functionality is accessible with the ‘Add to Basket’ button or may be referred to on the Site as ‘Instant Purchase’ (“Instant Purchase Function”). The prices suggested with the Instant Purchase Function are based on reasonable estimates and do not guarantee the correct representation of any order value.

Enquiry Function

When a Customer places an order (after receiving an estimated price and other particulars using the Enquiry Function), it constitutes an offer to the Supplier to buy the Product(s) in the order, at which point a hold will be put on the Customer’s credit or debit card provided. The Supplier will receive an e-mail notifying them about the offer (“Order Notification E-mail”) with an attached purchase order; the Customer will receive an e-mail confirming the receipt of the offer ("Order Acknowledgement E-mail"). The Order Acknowledgement E-mail does not confirm the Supplier’s acceptance of the offer.

If the Supplier accepts the offer, a notification email will be sent to the Customer, at which point the payment will be processed and contract will come into existence between the Customer and the Supplier. If the Supplier rejects the offer or fails to respond within one (1) working day, a notification email will be sent to the Customer, at which point the hold is released and the Customer is free to place orders with other Suppliers.

Instant Purchase Function

The Instant Purchase Function works differently. WHEN A CUSTOMER PLACES AN ORDER USING THE INSTANT PURCHASE FUNCTION, IT CONSTITUTES A UNILATERAL OFFER TO ANY SUPPLIER TO FULFIL THAT ORDER. At that point, a hold is put on the Customer’s credit or debit card provided.

If a Supplier accepts the offer, a notification email will be sent to the Customer, at which point the payment will be processed and contract will come into existence between the Customer and the Supplier who accepted the offer. If, within one (1) working day, no Supplier has accepted the order, the offer lapses and a notification email will be sent to the Customer, at which point the hold is released. For the avoidance of doubt, no Supplier can be forced to act (or not to act) on any offers submitted using the Instant Purchase Function.

Withdrawal

We do not guarantee that the Site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

You are also responsible for ensuring that all persons who access our Site through your internet connection are aware of these Terms and Conditions and other applicable terms and conditions and Policies, and that they comply with them.

Complaints, concerns and mediation

Materials Market is committed to working with its Customers, Suppliers and other users to address concerns that may arise in their interactions with the Site and associated services. If, however, you have a complaint about Materials Market, please email [email protected]

If you're a Supplier based in the EU or the UK and have made an unsatisfactory good faith attempt to resolve your dispute with us arising in relation to the provision of our online intermediation services, you may apply to resolve the dispute through mediation. We consider CEDR Limited to be an institution which may provide mediation services. Please remember that opinions rendered by the appointed mediator are normally non-binding and you will be required to pay any fees for the mediation directly to CEDR Limited.

Except as required by applicable law, mediation is voluntary and neither you nor Materials Market are obliged to settle disputes through mediation.

Copyright, authors' rights and database rights

All content included in or made available through the Site, such as text, graphics, logos, button icons, images, digital downloads and data compilations is the property of Materials Market or its content suppliers and is protected by English and international copyright, authors' rights and database right laws.

The compilation of all content included in or made available through the Site or communicated otherwise as part of associated service is the exclusive property of Materials Market and is protected by English and international copyright and database right laws.

You may not extract and/or re-utilise parts of the content of the Site without our express written consent. In particular, you may not utilise any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilisation any substantial parts of the content of the Site, without our express written consent. You may also not create and/or publish your own database that features substantial parts of the Site (e.g. our product listings) without our express written consent.

Our liability

We try to keep the Site and its content safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our services.

We (including our parent, subsidiaries, affiliates, directors, agents and employees) shall not be liable to you in contract, tort (including negligence) or otherwise for: (i) losses that were not caused by any breach on our part; or (ii) any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or any indirect or consequential losses which are not reasonably foreseeable by us arising, directly or indirectly from:

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you. This is especially so if you are a consumer.

Although we use techniques that aim to verify the accuracy and truth of the information provided by our Suppliers and Customers, user verification on the internet is difficult. Materials Market cannot and does not confirm, and is not responsible for ensuring, the accuracy or truthfulness of users' purported identities or the validity of the information which they provide to us or post on the Site.

Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to (i) for Suppliers, the amount of fees in dispute not to exceed the total fees which paid to us by the Supplier in the twelve (12) months prior to the event giving rise to the liability, or (ii) in the case of Customers, £1,000.

Nothing in these Terms and Conditions shall limit or exclude our liability for fraudulent misrepresentation, for death or personal injury resulting from our negligence or the negligence of our agents or employees, or for any other liability that cannot be limited or excluded by law.

Compensation

YOU WILL INDEMNIFY AND HOLD US (INCLUDING OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) HARMLESS IN RESPECT OF ANY LIABILITY, CLAIM, ACTION, DAMAGES, LOSSES, FEES, COSTS, FINES, PENALTIES OR EXPENSES INCLUDING REASONABLE LEGAL FEES, WE INCUR ARISING OUT OF ANY BREACH BY YOU OF THESE TERMS AND CONDITIONS AND POLICIES, YOUR IMPROPER USE OF THE SITE OR YOUR BREACH OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.

Personal data

Any personal data will be collected and processed in accordance with the applicable data protection laws and regulations and our Privacy Policy.

Alterations and amendments

MATERIALS MARKET RESERVES THE RIGHT TO MODIFY THESE TERMS AND CONDITIONS FROM TIME TO TIME BY EMAIL OR BY POSTING SUCH ON THE SITE; SUCH MODIFICATIONS AND SHALL BE BINDING UPON YOUR ACCEPTANCE OF SUCH MODIFIED TERMS AND CONDITIONS.

MATERIALS MARKET RESERVES THE RIGHT TO MODIFY ANY INFORMATION REFERENCED IN THESE TERMS AND CONDITIONS, INCLUDING THE POLICIES, FROM TIME TO TIME BY EMAIL OR BY POSTING SUCH ON THE SITE.

CONTINUED USE OF THE SITE AFTER ANY SUCH CHANGES TO THE TERMS AND CONDITIONS OR INFORMATION REFERENCED IN THESE TERMS AND CONDITIONS SHALL CONSTITUTE YOUR CONSENT TO SUCH CHANGES.

Any modification is subject to a minimum of fifteen (15) calendar day notification by email or via the Site prior to such modification becoming effective.

These Terms and Conditions may not be otherwise amended except through mutual agreement by you and a Materials Market representative duly authorised to do so.

General terms

These Terms and Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales, and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

If any of these Terms and Conditions is deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining condition.

We may assign our rights and obligations under these Terms and Conditions in accordance with the below (but without your prior express consent), provided that we assign the Terms and Conditions on the same terms for the time being in place or terms that are no less advantageous to you.

Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of these Terms and Conditions.

If you have a dispute with one or more users of the Site, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms and Conditions. A person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions but this does not affect any right or remedy of a third party specified in these Terms and Conditions or which exists or is available apart from that Act.

These Terms and Conditions (together with all applicable Policies) constitute the entire agreement between you and us and supersede and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

Each party acknowledges that it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions.