Skip to main content

TERMS OF SALE

Last updated 04 June 2022

These Terms of Sale are referred to in Part B of the Terms and Conditions (materialsmarket.com/terms/) and apply to any contract for sale made on materialsmarket.com (“Site”) between Materials Market Trading UK Limited, company duly incorporated in England and Wales with registration number 13071066 with registered offices at: Silverstream House, 4th Floor, 45 Fitzroy Street, London, England, W1T 6EB (“Seller”) and the Customer or ‘you’ (the “Parties”).

Capitalised terms contained herein but not defined shall have the meaning set in the Terms and Conditions.

YOUR ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF CLAUSE TITLED ‘LIMITATION OF LIABILITY’.

These Terms of Sale apply 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.

Consumers

In some areas, these Terms of Sale will offer different rights depending on whether the Customer is a business or consumer. The Customer is a consumer if:

Provisions specific to consumers only are clearly marked.

Contract formation and fulfilment

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 Materials Market to buy the Product(s) in the order, at which point, (i) if you pay with a credit or debit card, a hold will be put on the card provided; (ii) if you pay using a credit facility, provided by a third-party, your order will undergo a review by the provider and, if approved, will become a pending order. Any credit facility arrangement referred to in (ii) will be governed by a separate agreement between the third-party provider and you.

Regardless of your chosen payment type, you will receive an e-mail confirming the receipt of the offer (“Order Acknowledgement E-mail“). The Order Acknowledgement E-mail does not confirm Materials Market’s acceptance of the offer.

If Materials Market accepts the offer, a notification email will be sent to the Customer, at which point a contract will come into existence between the Customer and Materials Market. When the contract comes into existence:

If Materials Market rejects the offer or fails to respond within one (1) working day, a notification email will be sent to the Customer, at which point you are free to place other orders. Should Materials Market reject the offer:

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 FULFIL THAT ORDER. At that point, (i) if you pay with a credit or debit card, a hold will be put on the card provided; (ii) if you pay using a credit facility, provided by a third-party, your order will undergo a review by the provider and, if approved, will become a pending order. Any credit facility arrangement referred to in (ii) will be governed by a separate agreement between the third-party provider and you.

If Materials Market accepts the offer, a notification email will be sent to the Customer, at which point a contract will come into existence between the Customer and Materials Market. When the contract comes into existence:

If Materials Market rejects the offer or fails to respond within one (1) working day, a notification email will be sent to the Customer, at which point you are free to place other orders. Should Materials Market reject the offer:

Product equivalents

Enquiry Function. After you post an enquiry using the Enquiry Function, an alternative Product may be proposed. This will be communicated to you accordingly via e-mail and reflected on the Customer dashboard. IT IS YOUR RESPONSIBILITY TO ENSURE THAT THE ALTERNATIVE PRODUCT IS SUITABLE FOR YOUR NEEDS. When you make an order for such Products, you are making an offer to purchase the alternative Products as shown.

Instant Purchase. WHEN YOU MAKE A UNILATERAL OFFER USING THE INSTANT PURCHASE FUNCTION, YOU AGREE TO ACCEPT ALTERNATIVE PRODUCTS. IF YOU DO NOT WISH TO ACCEPT ALTERNATIVE PRODUCTS, YOU CAN INDICATE SO BY TURNING THE FUNCTION OFF.

Products

The images of the Products on the Site are for illustrative purposes only. Although reasonable efforts to display the Products accurately have been made, the delivered Product may vary slightly from those images. All sizes, weights, capacities, dimensions and measurements indicated on the Site have a two percent (2%) tolerance.

The packaging of the Products may vary from that shown in images on the Site.

The Seller shall ensure that the Products in the order:

  1. correspond in all material respects with their description provided on the Site;
  2. be of satisfactory quality (within the meaning of the UK Sale of Goods Act 1979, as amended);
  3. where they are manufactured products, be free from material defects in design, material and workmanship; and
    comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery.

Except as expressly provided in this clause, ‘Products’, the Seller shall have no liability to the Customer in respect of the Product’s failure to comply with any warranty.

The terms implied by sections 13 to 15 of the UK Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from this or any other contract for sale made through the Site.

Delivery

The costs of delivery are included within the price of the order, unless expressly stated otherwise. The Products may be delivered in instalments.

Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery of the Product(s) that is caused by a force majeure event or the Customer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

The delivery date will be stated in the Order Confirmation E-mail. Delays in the delivery of an order shall not entitle the Customer to:
(a) refuse to take delivery of the order;
(b) claim damages; or
(c) terminate this agreement.

If the Seller fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Products. The Seller shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a force majeure event or the Customer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

If no one is available at the delivery address the Customer has provided to take the delivery, a re-delivery may be arranged through the Seller. The Seller may incur some additional costs associated with the re-delivery and may charge the Customer reasonable compensation for the costs of such re-delivery.

If after a failed delivery, the Customer does not rearrange delivery, the Seller will contact them for further instructions and may charge them for reasonable storage costs and any further delivery costs. If, despite the Seller’s reasonable efforts, they are unable to contact the Customer or re-arrange delivery for any reason (including reasons beyond the Parties’ control), the Seller may end the contract and will refund any money paid for the Products not provided but may deduct or charge any foreseeable direct costs incurred as a result.

Legal title to the Product passes from the Seller to the Customer once payment has been received in full and cleared funds and the delivery has taken place. Risk in Products shall pass to the Customer on delivery.

Pricing errors

It is always possible that, despite the Seller’s best efforts, some of the Products they sell may be incorrectly priced. If the Seller accepts and processes the Customer order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, the Seller may end the contract with no penalty, refund the Customer any sums paid and require the return of any Products provided.

Returns

The Customer’s right to return the Products will depend on what they have bought, whether there is anything wrong with it, how the Seller is performing, when they decide to end the contract and whether they are a consumer or business, as specified below.

If the order has been dispatched or received, the Customer must return it to the Seller to the address provided. They must either post them back to that address or (if they are not suitable for posting) allow the Seller or anyone designated by the Seller to collect them. The Customer may need to cover the costs of such postage or collection.

Change of mind – consumers

Consumers have a legal right to change their mind and receive a refund for most products bought online. This right would normally start from the date they purchase such products and expire fourteen (14) days after the day they (or someone they nominate) receive the product.

The consumer right to change their mind does not apply in respect of any Products that are from the following categories: (i) products that become mixed inseparably with other items after their delivery; or, (ii) perishable products (such are marked as ‘non-returnable’ on the Site); or, (iii) Kingspan products (such are marked as ‘non-returnable’ on the Site) (please refer to the order confirmation for more information).

If a consumer exercises their right to change their mind, the Seller will refund them the price paid for the corresponding Products as soon as possible and in any event within fourteen (14) days after they inform them of their decision to cancel the contract, provided that they have returned the Products to them, where applicable. Any items that have been damaged or are not in similar conditions will not be refunded.

The Customer must organise the return and pay any associated costs of such (including the Seller’s (or the Seller’s designated party’s) reasonable costs of collection if the Products bought are not suitable for posting).

Change of mind – business

Even if the Seller is not at fault and the Customer is not a consumer who has a right to change their mind, the Customer can still end the contract before it is completed if agreed with the Seller in writing, but they may have to pay compensation for the net costs the Seller may incur as a result.

Customer rights in respect of defective products – consumers

The Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of the Product, Customers who are consumers may be entitled to the following:

(i) up to 30 days: if the goods are faulty, then the Customer can get an immediate refund;
(ii) up to six months: if the goods cannot be repaired or replaced, then the Customer is entitled to a full refund, in most cases;
(iii) up to six years: if your goods do not last a reasonable length of time, the Customer may be entitled to some money back.

These are subject to certain exceptions. For detailed information, Customers should visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.

The Seller will pay the costs of postage or arrange a collection. Please contact the Seller via the Site for more information.

Customer rights in respect of defective products – business

If the Customer gives the Seller notice in writing within forty-eight (48) hours after delivery of discovery that the Products do not comply with the warranties provided in clause ‘Products’ above, the Seller or its nominated representatives are given a reasonable opportunity of examining the Products (such as being provided with clear pictures of the Products) and the Customer returns the Products to the Seller at the Seller’s cost, the Seller shall, at their option, repair or replace the defective Products, or refund the price of the defective Products in full where a replacement is not available.

The Seller will not be liable for the Products failing to comply with this warranty if:

  1. the Customer makes any further use of the Products after giving notice in accordance with the above paragraph;
  2. the defect arises because the Customer failed to follow the Seller’s or Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products or (if there are none) good trade practice;
  3. the Customer alters or repairs the Products without the Seller’s written consent; or
  4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.

Liability

1. The Seller has obtained insurance cover in respect of its own legal liability for individual claims. The Seller has been unable to obtain insurance in respect of certain types of loss at a commercially viable price. THE LIMITS AND EXCLUSIONS IN THIS CLAUSE REFLECT THE INSURANCE COVER THE SELLER HAS BEEN ABLE TO ARRANGE AND THE CUSTOMER IS RESPONSIBLE FOR MAKING ITS OWN ARRANGEMENTS FOR THE INSURANCE OF ANY EXCESS LOSS.

2. The restrictions on liability in this clause, ‘Liability’, apply to every liability arising under or in connection with this agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

3. Nothing in this agreement limits any liability which cannot legally be limited, including liability for:

  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation;
  3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
  4. defective products under the Consumer Protection Act 1987.

4. Subject to paragraph 3 of this clause, ‘Liability’, THE SELLER’S TOTAL LIABILITY TO THE CUSTOMER SHALL NOT EXCEED (i) TEN (10) TIMES THE PRICE PAID BY THE CUSTOMER FOR THE PRODUCT(S) IN THE ORDER TO WHICH THE CLAIM RELATES OR (ii) £1,000,000, WHICHEVER IS GREATER.

5. Subject to paragraph 3 of this clause, ‘Liability’, the following types of loss are wholly excluded:

  1. loss of profits;
  2. loss of sales or business;
  3. loss of agreements or contracts;
  4. loss of anticipated savings;
  5. loss of or damage to goodwill;
  6. wasted expenditure; and
  7. indirect or consequential loss.

6. This clause, ‘Liability’, shall survive termination of the agreement.

Severance

If any provision or part-provision of these Terms of Sale is or becomes invalid, illegal or unenforceable, it shall be deemed deleted to the minimum extent required to make it valid, legal or enforceable, but that shall not affect the validity and enforceability of the rest of this agreement and/or that provision.

Entire agreement

These Terms of Sale and, where applicable, Terms and Conditions constitute the entire agreement between the Parties, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Each Party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies for, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms of Sale.

Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

Assignment

The Seller may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under this agreement.

The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under this agreement without the prior written consent of the Seller.

Third Party Rights

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Jurisdiction

The contract between the Customer and the Seller shall be governed by the laws of England and Wales, and both Parties agree to submit to the exclusive jurisdiction of the English courts.