C Brewer & Sons Ltd Trading Terms & Conditions
- These Conditions
These are the terms and conditions (Conditions) on which we sell goods (in whole or part) (Goods) to you if you are: (a) an individual acting for purposes that are wholly or mainly outside your trade, business, craft or profession (a Consumer) and are buying Goods in-store; or (b) acting for purposes relating to your trade, business, craft or profession, whether acting personally or through another person acting in your name or on your behalf (a Trader) and are buying Goods "off premises" or in-store.
Please read these Conditions carefully before you submit your order (as may be set out in your purchase order form, your written acceptance of our quotation, or overleaf, as the case may be) (Order) to us. Please note some of these Conditions apply only to Consumers and others only apply to Traders.
These Conditions tell you who we are, how the contract between you and us for the sale of Goods (Contract) is formed, how we will provide Goods to you, how you and we may change or end the Contract, what to do if there is a problem and other important information. If you think that there is a mistake in these Conditions, please contact us to discuss.
- Information About Us
We, C. Brewer & Sons Limited, are a limited company registered in England and Wales with company registration number 203852. Our registered office is at 123/127 Ashford Road, Eastbourne, Sussex, BN21 3TR.
You can contact us by telephoning our customer service team on 0845 504 5040 or by writing to email@example.com or our registered address above.
If we have to contact you we will call you or write to you at the email address or postal address you provided in the Order.
The words writing or written in these Conditions includes emails.
- Basis of Contract
These Conditions will apply, if you are a Trader, to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
The Order constitutes an offer by you to buy the Goods in accordance with these Conditions. You are responsible for ensuring that the terms of the Order are complete and accurate.
The Order shall only be deemed to be accepted when we issue written acceptance of the Order, at which point the Contract shall come into existence.
The Contract constitutes the entire agreement between you, if a Trader, and us. You also acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in the Contract.
Any samples (in particular paint colour samples), drawings, descriptive matter, or advertising produced by us and any descriptions or illustrations contained in our catalogues or brochures, or on our website 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
A quotation for the Goods given by us shall not constitute an offer. A quotation shall only be valid fora period of 28 days from its date of issue, or a shorter period if we have previously notified you in writing that we are withdrawing the quotation
We may, if you are a Trader, supply certain Goods (mainly, paint) through the Dulux Trade Contract Direct (CO) and Crown In-Direct Supply (IDS) schemes In the usual course, the payment for the supply of such Goods is made by the relevant manufacturer to us. If, however, a manufacturer does not pay us for Goods supplied by us or declines to accept a contract under these schemes, you shall pay the price of the Goods in accordance with these Conditions.
- Changes to an Order
We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements. This might happen, for example, if we are no longer allowed to use a particular chemical in a paint product's formulation.
If you wish to make a change to the Order you must contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the Goods, the timing for delivery or anything else which would be necessary as a result of your requested change and ask you to confirm if you wish to go ahead with the change.
We may make changes to these Conditions in accordance with Condition 18.5
We warrant that on delivery, and for a period of 6 months from the date of delivery (warranty period), the Goods shall: (a) conform in all material respects with their description; (b) be free from material defects indesign, material and workmanship; (c) be satisfactory quality (within the meaning of the Sale of Goods Act 1979);and (d) be fit for any purpose held out by us.
Subject to Condition 5.4, if: (a) you give notice in writing to us during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Condition 5.1; (b) we are given a reasonable opportunity of examining the Goods; and (c) you (if asked by us) return the Goods to one of our stores, we shall, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
We shall not be liable for Goods' failure to comply with the warranty set out in Condition 5.1 if: (a) you make any further use of the Goods after giving notice in accordance with Condition 5.3; (b) the defect arises because you failed to follow our oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; (c) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or (d) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
If you, a Consumer, have any questions or complaints about the Goods, please contact us using the contact details provided for in Condition 2.2 Alternatively, you may speak to one of our staff in-store.
We are under a legal duty to sell Goods that are in conformity with the Contract. The box below is a summary of your key legal rights relating to the Goods. Nothing in these Conditions will affect your legal rights.
Summary of a Consumer's key legal rights
This is a summary of a Consumer's key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06
The Consumer Rights Act 2015 says Goods must be as described, fit for purpose and of satisfactory quality. During the expected life of the Goods, a Consumer's legal rights entitle the Consumer to the following:
- up to 30 days: if the Goods are faulty, then you can get a refund.
- up to six months: if the faulty Goods can't be repaired or replaced, then you are entitled to a full refund, in most cases.
- up to six years: if the Goods can be expected to last up to six years, you may be entitled to a repair or replacement, or, if that doesn't work, some of your money back.
If you wish to exercise your legal rights to reject the Goods you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them. We will pay the costs of postage.
This Condition 5 shall apply to any repaired or replacement Goods supplied by us
- Health and Safety at Work
We, acting in good faith, provide product information about the conditions necessary to ensure that Goods supplied will be safe and without risks to health when properly used. You should not consider this of itself to constitute an adequate risk assessment, as may be required, under health and safety legislation.
If you are or become aware of any risk to health or safety in connection with the Goods, you must immediately contact us.
We will advise you of any delivery costs during the Order process. If we are to deliver the Goods within an area served by us, there will be no delivery cost.
We shall ensure that each delivery of the Goods is accompanied by a delivery note. If the Order is being delivered by instalments, the delivery note will indicate the outstanding balance of Goods remaining to be delivered.
We shall deliver the Goods to the location set out in the Order or such other location as you and we may agree (Delivery Location) at any time after we notify you that the Goods are ready.
Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
If you are a Trader, you agree that we shall not be liable for:
- notwithstanding any Condition to the contrary, any delay in delivery caused by factors beyond our control; or
- "short" delivery of Goods, whether delivered on our transport or otherwise, unless you notify of us of the full particulars (including quantity and type of Goods ordered and quantity and type of Goods received) in writing within 3 days of delivery of the Goods at the Delivery Location.
Without effecting Condition 7.5 or our liability under Condition 17.2, we recommend that you check the Goods for defects or discrepancies as soon as possible. If you find a defect or discrepancy in the Goods, or suffer loss or damage that is a foreseeable result of us breaking the Contract or us failing to use reasonable care and skill, please let us know as soon as you become aware of the relevant issue. You should then take reasonable steps to minimise the damage or loss you may suffer. For example: if you should find the wallpaper does not match the wallpaper you had ordered, you should stop and tell us about the problem and not carry on papering your walls with the wrong wallpaper.
Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will deliver the Goods to you as soon as possible and in any event within 30 days of our acceptance of the Order.
If no one is available at the Delivery Location to take delivery, we will leave you a note informing you of how to rearrange delivery or collect the Goods from a local depot.
If you do not collect the Goods from us as arranged or if, alter a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the Contract and Condition 16.4 will apply.
If we miss the delivery deadline for any Goods then you may treat the Contract as at an end straight away if any of the following apply: (a) we have refused to deliver the Goods; (b) delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or (c) you informed us before we accepted the Order that delivery within the delivery deadline was essential.
If you do not wish to treat the Contract as at an end straight away, or do not have the right to do so under Condition 7.9, you can give us a new deadline for delivery, which must be reasonable, and you can treat the Contract as at an end if we do not meet the new deadline.
If you choose to treat the Contract as at an end for late delivery under Condition 7.9 or Condition 7.10, you can cancel the Order for any of the Goods or reject Goods that have been delivered. If you wish, you can reject or cancel the Order for some of those Goods (not all of them), unless splitting them up would significantly reduce their value. After that we will refund any sums you have paid to us for the cancelled Goods and their delivery. If the Goods have been delivered to you, you will have to return them to us or allow us to collect them, at our cost.
We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
- Title and Risk
The risk in the Goods shall pass to you on completion of delivery.
Title to the Goods shall not pass to you until, if you are a Consumer, we receive payment in full (in cash or cleared funds) for the Goods or, if you are a Trader, the earlier of when: (a) we receive payment in full (in cash or cleared funds) for the Goods; and (b) you resell the Goods, in which case title to the Goods shall pass to you at the time specified in Condition 8.4
If you are a Trader, until title to the Goods has passed to you, you shall: (a) store the Goods separately from all other goods held by you so that they remain readily identifiable as our property; (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; (d) notify us immediately if you become subject to any of the events listed in Condition 16.2; and (e) give us such information relating to the Goods as we may require from time to time.
Subject to Condition 8.5, you may resell or use the Goods in the ordinary course of your business (but not otherwise) before we receive payment for the Goods. However, if you resell the Goods before that time: (a) you do so as principal and not as our agent; and (b) title to the Goods shall pass from us to you immediately before the time at which resale by you occurs.
If before title to the Goods passes to you, you become subject to any of the events listed in Condition 16.1, then, without limiting any other right or remedy we may have: (a) your right to resell l the Goods or use them in the ordinary course of business ceases immediately; and (b) we may at any time: (i) require you to deliver up all Goods in your possession which have not been resold, or irrevocably incorporated into another product; and (ii) if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
The price of the Goods shall be the price displayed in-store or, if applicable, the Order, or, if no price is quoted, the price set out in our published price list in force as at the date of delivery or, for Traders, our then current trade catalogue. We take reasonable care to ensure that the price of Goods is correct. If there is a pricing error, Condition 9.3 shall apply.
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: (a)any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (b) any request by you to change the delivery date(s), quantities or types of Goods ordered; or (c) any delay caused by any of your instructions or your failure to give us adequate or accurate information or instructions.
It is always possible that, despite our best efforts, some Goods may be incorrectly priced. We will normally check prices before accepting the Order so that, where the Goods' correct price at the date of the Order date is less than the stated price, we will charge the lower amount. If the Goods' correct price at the date of the Order date is higher than the price stated in our price list, we will contact you for its instructions before we accept the Order. If we accept and process the Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the Contract, refund you any sum you have paid and require you to return the Goods at our expense.
Our pricing will always make clear if the price of the Goods is inclusive or exclusive of amounts in respect of value added tax (VAT). If our supply of Goods is a taxable supply for VAT purposes, which it generally will be, we will charge the VAT-inclusive price to Consumers or, for Traders, we will add VAT at the applicable rate to the VAT-exclusive price and charge the gross price. In either case, if the rate of VAT changes between the date of the Order and the date we supply the Goods, we will adjust the rate of VAT, unless you have already paid for the Goods (including delivery costs) in full before the change in the rate of VAT takes effect.
We may invoice you for the Goods on or at any time after the date of the Order.
If you consider an invoice is incorrect, you should contact us promptly, and we will not charge you interest under Condition 11.2 until we have resolved the issue.
- Credit Accounts
If you are a Trader, at our discretion, and subject to acceptable credit references and the satisfactory completion of the application form which we provide, we may open a credit account for you to use at any of our stores on the terms set out in Condition 10.
You agree to us carrying out credit reference checks against you. We may do this when: (a) you apply to open a credit account; (b) we consider changing the credit limit for your credit account, whether an increase or decrease; (c) your credit account becomes overdue; (d) we need to verify a new address for you; or (e) we reasonably believe that you will not be able to settle your credit account in accordance with these Conditions.
Your credit account can be used on your behalf by any person you have told us you have authorised. You will identify any such authorised person(s) in the application form and any such person(s) will remain authorised by you to enter into transactions on the account unless you give us 2 days advance notice in writing of the termination of their authorisation. You may add authorised person(s) informing us in writing of the authorisation, but such new person(s) will not be permitted to use the account until we have agreed and acknowledged authorisation in writing.
You must only use your account for transactions made for the purpose of your business.
You authorise an Order being applied to your account when you, or any person authorised by you, asks for it to be applied to the account using any procedure which we may require to be used for security reasons and of which we will notify you. The amount of the Order will be applied to the account on the day the Order is accepted by us.
We will tell you what your credit limit is when we open your account and will notify you in writing of any changes to that credit limit at our absolute discretion. The credit limit will cover purchases applied to the account and to any default interest, which will also be applied to the account. You must not exceed that credit limit and we will refuse to allow an Order to be applied to your account if it means you exceed your credit limit. If we allow such an Order to be applied to your account, it will take effect merely as a temporary extension of your credit limit and your credit limit will return to the previous limit at the date of your next statement.
We will send you a statement at the end of each calendar month covering the calendar month (the statement period). The statement will show any opening unpaid balance and the purchases, any default interest and any payments applied to the account in that statement period, together with the total account balance outstanding.
You must make a single payment in full of the account balance outstanding shown on your statement each month. This payment must reach us so that we receive it as cleared funds and can credit it to your account by the Payment Due Date (which is also shown on your statement). The Payment Due Date is the last day of the month following the month to which the statement relates: for example, if we send you a statement for January, you must make payment in full by no later than 28 February.
- We will credit payments to your account as of the day we receive it as cleared funds as long as we receive the payment during our business hours for that day. If we receive payment after that time, we will credit it on our next business day after we receive it.
- Credits and refunds to your account made by us will be treated as payments made by you.
- We have the right to reverse any payment credited to the account if it is subsequently returned or dishonoured for any reason.
Unless you have told us otherwise, we will send you statements and any other communication to you by post to the address you have most recently given us. You must notify us in writing immediately if you change your name, or postal or email address.
We may suspend your account and/or refuse to allow an Order to be applied to it at any time. We may do this for security reasons, and/or in the event you default in payment or are in breach of any other of our terms and conditions, and/or if we suspect unauthorised, improper or fraudulent use, and/or if in our opinion, there is significant risk that you will not repay and on time. (e.g. because of your payment history or because you have been served with a statutory demand or presented with an insolvency/bankruptcy petition).
- If we make a decision to suspend the account we will inform you straight away and give you our reasons.
- If we suspend the account, you may not use it but you must still pay us the account balance when due.
- You may request reinstatement of the account but whether we do so is a matter for our absolute discretion.
The agreement to provide you with a credit account is open ended and has no fixed duration. It will continue until you or we close the account.
- You may close the account at any time by giving us written notice and at the same time paying us the outstanding balance on the account (whether it has been billed or not).
- We may close the account immediately if you fail to make payment when due and then fail to make payment in full within 5 business working days of our requiring you to pay the overdue sum. We may also close the account by giving you at least two months written notice with no explanation.
- When either of us closes the account you must pay all of the sums due immediately, including those not yet billed and stop using the account.
We may require as a condition of you having a credit account that we have the benefit of a personal guarantee in respect of payment obligations to us - this will be a personal guarantee from, for example: the owner of your business, a director of your company, or a third party. Any such personal guarantor must sign a guarantee form which we will provide.
You shall pay for Goods: (a) where you do not have a credit account, at the time of our acceptance of your Order and in any event prior to delivery of the Goods; or (b) where you have a credit account, in accordance with the terms in clause 10 above, and in either case, payment may be made by cash, credit or debit card, or electronic transfer to the bank account nominated in writing by us.
If you fail to make any payment due to us under the Contract by the due date for payment, then you shall pay default interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.
If you are a Trader, you shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
- Data Protection
Without affecting Condition 12.1, where we extend credit to you for the Goods, we may pass your personal information to credit reference agencies and they may keep a record of any search that they do. Please refer to Condition 10.2 which identifies the circumstances in which we may pass your details on to credit reference agencies.
We, subject to Condition 13.2, will not accept the return of Goods, if the Order was: a) for paints produced by colour tinting machines; b) a Special Order (as defined in Condition 14); or c) for wall coverings and fabrics correctly supplied as problems often arise from design currency and manufacturing batches.
If we do allow you to return Goods (for example, because you have ordered too large a quantity), we may require you to provide evidence of purchase (for example, a delivery note or invoice) and to pay a restocking charge (being a minimum 10% of the returned Goods' value) before accepting a return.
If you are a Consumer, your legal rights are not affected by this Condition 13.
- Special Orders
We may make additional charges if the Order is for goods not stocked by us and we have to specially obtain them (a Special Order).
You cannot change or cancel a Special Order once we have accepted it.
- Consumer's rights to end the contract
If you are a Consumer you may contact us to end the Contract at any time before we have delivered the Goods (but not if a Special Order) and you paid for them, but in some circumstances we may charge you for doing this, as described below. You always have rights where a product is faulty or not as described (see Condition 5).
If you are ending the Contract for a reason set out in this Condition 15.2 the Contract will end immediately and we will refund you in full for any Goods which have not been provided or have not been provided properly and you may also be entitled to further compensation. The reasons are: (a) we have told you about an upcoming change to the Goods or these Conditions which you do not agree to (see Condition 18.5); (b) we have told you about an error in the price or description of the Goods and you do not wish to proceed; (c) there is a risk that supply of the Goods maybe significantly delayed because of an event outside our reasonable control (an Unforeseen Event); (d) we have suspended supply of the Goods for technical reasons, or we notify you that we are going to suspend them for technical reasons, in each case for a period of more than 2 months; or (e) you have a legal right to end the Contract because of something we have done wrong (but see Condition 7.11 relating to your rights to end the Contract if we deliver late).
If you are not ending the Contract for one of the reasons set out in Condition 15.2, the Contract will not end until 30 days after the day on which you contact us. We will refund any advance payment you have made for Goods which will not be provided to you. For example, if you tell us you want to end the Contract on 4 February we will continue to supply the Goods until 3 March. We will only charge you for supplying the Goods up to 3 March and will refund any sums they have paid in advance for the supply of the Goods after 3 March.
If you end the Contract after we have dispatched the Goods to you and (because we cannot recall them) they are delivered to you, you must return them to us. If you are ending the Contract because we have told you of an upcoming change to the Goods or these Conditions, an error in pricing or description, a delay in delivery due to an Unforeseen Event or because you are exercising your legal rights to end the Contract because of something we have done wrong then we will pay the costs of return. In all other circumstances you must pay the costs of return.
- Ending the contract by us
If you become subject to any of the events listed in Condition 16.2, we may end the Contract with immediately by giving written notice to you.
For the purposes of Condition 16.1, the relevant events are: (a) you become insolvent; (b) an order is made or a resolution is passed for your winding up (other than voluntarily for the purpose of solvent amalgamation or reconstruction); (c) an administrator or administrative receiver is appointed in respect of the whole or any part of your assets or business; (d) you make any composition with your creditors or take or suffer any similar or analogous action in consequence of debt; (e) (being an individual) you are the subject of a bankruptcy petition or order; (f) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; (g) 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; and (h) (being an individual) 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.
In addition to our rights under Condition 16.1, we may end the Contract at any time by writing to you if: (a) we are unable to collect payment from you when it is due and you still do not make payment within 10 days of us reminding you that payment is due; (b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Goods; or (c) you do not, within a reasonable time, allow us to deliver the Goods to you or collect them from us.
If we end the Contract following Condition 16.1 or Condition 16.3 we will refund any money you have paid in advance for Goods we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of you breaking the Contract and you shall immediately pay us any outstanding sums due to us and interest.
Ending ofthe Contract, however it happens, shall not affect any of your or our rights, remedies, obligations and liabilities that have accrued as at the date the Contract ends.
Conditions which expressly or by implication survive termination of the Contract shall continue in full force and effect.
- Limitation of liability
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; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; (d) defective products under the Consumer Protection Act 1987; or (e) any matter in respect of which it would be unlawful for us to exclude or restrict liability.
Subject to Condition 17.1: (a) we shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit. loss of income or revenue, loss of anticipated savings, or wasted time; (b) we shall be responsible for loss or damage you suffer that is a foreseeable result of us breaking the Contract or us failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both you and we knew it might happen, for example, if you discussed it with us during the sales process; and (c) our total liability to you if a Trader, in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of the Goods supplied under the Contract.
- Other Important Terms
You may not transfer or deal in any other manner with any or all of your rights or obligations under the Contract without the prior written consent. We may at any time transfer or deal in any other manner with all or any of our rights or obligations under the Contract except that, if you are a Consumer, we will contact you to let it know if we plan to do this. If you are a Consumer and are unhappy with the transfer you may contact us to end the Contract within 1 week of us telling you about it and we will refund you any payments you have made in advance for Goods not provided.
Each of these Conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining Conditions will remain in full force and effect.
If we do not insist immediately that you do anything you are required to do under these Conditions, or if we delay in taking steps against you in respect of you breaking the Contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
A person who is not a party to the Contract shall not have any rights to enforce its terms.
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by us. If you are a Consumer, we will notify you in advance and you may then contact us to end the Contract and receive a full refund before the changes take effect.
The Contract shall be governed by English law and each party agrees that the English courts shall have jurisdiction to settle any dispute or claim arising out of or in connection with this Contract. Consumers living in Scotland can bring legal proceedings in respect of the Goods in either the Scottish or the English courts. Similarly, Consumers resident in Northern Ireland can bring legal proceedings in respect of the Goods in either the Northern Irish or the English courts.
C. Brewer & Sons Limited