Terms of Sale

Terms and Conditions

1. GENERAL

(A) In these conditions:

• “The Company” shall mean Canopy Timber Buildings LTD

• “The Buyer” shall mean any person, firm, or company placing an order with the Company.

• “The U.K.” shall mean the mainland of Scotland, England, and Wales.

• “The Goods” shall mean the goods and/or services (including any installment of the goods or part of them) which the Company is to supply in accordance with these conditions.

• “The Contract” shall mean the contract for the purchase and the sale of the Goods on these Conditions.

(B) Quotations do not constitute an offer. Orders placed with the Company shall not be binding on the Company or deemed accepted by it unless a written acknowledgement of acceptance of order is issued to the Buyer by the Company.

(C) The Company shall sell and the Buyer shall purchase the Goods in accordance with the Contract, subject to these Conditions (except those implied in favor of a seller which are not inconsistent with these Conditions), which supersede any other terms appearing in the Company’s literature or elsewhere, and which shall govern the Contract to the exclusion of any terms and conditions referred to or stipulated by the Buyer.

(D) No variation to these Conditions shall be binding unless agreed in writing by an authorized representative of the Company.

(E) The Company’s employees are not authorized to make any representations concerning the Goods unless confirmed by a company Director or a member of the executive management team in writing, and the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

(F) Any advice or recommendation given by the Company or its employees to the Buyer or its employees as to the storage, application, or use of the Goods which is not confirmed in writing by a Company Director or a member of the executive management team is followed or acted upon entirely at the Buyer’s own risk.

(G) Any descriptions and illustrations contained in the Company’s literature, price lists, and advertisements, or otherwise communicated to the Buyer are intended merely to present a general idea of the Goods described, and nothing contained in any of them shall form any part of the Contract.

(H) While every effort will be made to supply Goods in accordance with the quality of samples submitted or quoted for, this cannot be guaranteed and no condition or warranty to this effect shall be implied.

2. PRICE

The price payable by the Buyer shall be as follows: (A) Where the words “fixed price” appear in the Contract, the price shall be the price appearing therein. (B) In any other case, the price shall be deemed to be the Company’s price prevailing at the date of order confirmation. (C) Unless stated otherwise in writing, the price shall be deemed to be exclusive of VAT at the rate prevailing at the date of confirmation. (D) The Company reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in cost to the Company. (E) The Company reserves the right to amend its price lists, quotations, invoices, credit notes, and other documentation to correct errors.

3. TERMS OF PAYMENT

(A) The Company reserves the right, at its sole discretion, to demand at any time full or partial payment before producing or proceeding further with an order.

(B) Payment will be made in Pounds Sterling in England.

(C) Outside the UK, payment of all accounts is to be received upon presentation of the Company’s dispatch documents, invoices, and proof of transit arrangements.

(D) If the Buyer fails to make any payment on the due date, then, without prejudice to any other right or remedy available to the Company, the whole of the price of all goods bought or agreed to be bought by the Buyer shall fall due and payable without demand, and the Company shall be entitled to do any or all of the following: (i) Cancel the Contract or suspend any further deliveries to the Buyer. (ii) Appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Buyer). (iii) Charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 5 percent per annum above The Royal Bank of Scotland plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest). (iv) Treat such failure as a repudiation of the whole Contract by the Buyer and recover damages for such breach of contract.

4. SITE PREPARATION

(A) The Customer is responsible for ensuring that all licenses, consents, permits, planning consents, or other necessary permissions for the erection of the goods contained in the Order have been obtained prior to the Delivery Date.

(B) The Customer is responsible for ensuring that the Seller has full, uninterrupted right of access to the Site and that the Site is suitable for the delivery of the Order by the Delivery Date, including vehicle access within 10 meters.

(C) Any site accessed across unmade roads/surface areas can cause delays to the working schedule and therefore completion dates/times.

(D) The Seller reserves the right to reschedule the delivery/installation date to the end of the delivery calendar should the Customer reschedule the delivery date.

(E) The Seller may request additional labor or machinery to be made available if the access is not suitable for the delivery/installation to be undertaken. The cost of additional labor and any machinery (e.g., tractor and trailer) is payable by the Customer.

(F) The Customer is responsible for ensuring that the construction of the concrete base is completed to the Seller’s satisfaction in accordance with the Seller’s “Brickwork Plan” 7 days before the Delivery Date.

(G) The Customer is responsible for compliance with any building regulations, obtaining inspection, and supplying reports to the Seller.

5. DELIVERY

(A) The Seller will not be responsible for any damage caused to the Customer’s land or property while gaining access or in the execution of the delivery of goods supplied.

(B) Delivery of DIY or any other non-installed goods will be curbside only.

(C) Should the pre-arranged delivery date be rescheduled by the Customer, the Seller cannot be held responsible for any further delays; the delivery date may be moved to the back of the delivery calendar.

(D) Should the Customer delay delivery or installation of goods, the Customer accepts the Seller may not be able to attend the site on consecutive days to complete installation.

(E) Should the Company be prevented from delivering part of the Goods by reason of any cause beyond the Company’s reasonable control (including industrial action, and shortage of materials or labor), the Buyer shall take and pay for such part of the Goods as the Company shall be able to deliver in accordance with the Contract.

(F) Unless otherwise stated on the Order Confirmation, the price quoted excludes delivery to the Site specified in the Order or erection of the goods. The Seller reserves the right to make an additional charge to cover any transport costs if the Site is not accessible on the Delivery Date and the delivery is aborted.

(G) Any time or date for delivery given by the Seller is given in good faith but is an estimate only. The delivery dates given upon placing an order may change due to staffing, access or transport issues, or worsened weather conditions.

(H) The Seller will not be held liable for any loss of earnings, potential savings, future earnings, or costs whatsoever in the event the delivery or installation is delayed.

(I) Risk in the Goods shall pass to the Customer upon delivery of the goods.

(J) Should the delivery be aborted due to an inaccessible site or incomplete groundworks, the goods will be stored on the Customer’s property and the final balance payment will become immediately due. Risk to the goods will pass to the Customer. The Seller retains title to the goods until full payment is made.

6. TITLE TO GOODS

(A) The property, both legal and equitable, in the Goods shall not pass to the Buyer until the purchase price of the Goods has been paid in full.

(B) Risk in the Goods passes to the Buyer as soon as the Goods leave the Company’s premises.

(C) If any payments due hereunder are overdue in whole or in part, the Company may (without prejudice to its other rights) recover or resell the Goods or any part of them and may enter upon the Buyer’s premises (or such other premises where the Goods are stored) by its servants for that purpose and/or may stop the Goods in transit.

(D) The Buyer shall not be at liberty to sell on the Goods before effecting payment therefore to the Company unless such on-sale is at a price not less than the price agreed between the Company and the Buyer. Without prejudice and subject to the rights of the Company in law and equity, if any of the Goods shall be sold by the Buyer before payment for them has been made, that part of the proceeds of sale which represents or is equivalent to the amount owed by the Company shall be held by the Buyer upon trust for the Company and shall be paid into a separate bank account designated for that purpose. The Company shall be entitled to trace the proceeds of any such sale(s) into the said bank account (or wherever such proceeds may in fact be located), and the Buyer hereby authorizes the Company to make inquiries of its bankers (or otherwise as appropriate) relating to such proceeds.

(E) The Buyer hereby assigns to the Company all rights the Buyer has or may have against purchasers of the Goods from the Buyer.

7. WARRANTIES AND LIABILITY

(A) Subject to the conditions set out below, the Company warrants that the Goods will be free from defects in material and workmanship for a period of six months from the date of their initial use, or six months from delivery, whichever is the first to expire.

(B) The above warranty is given by the Company subject to the following conditions: (i) The Company shall be under no liability in respect of any defect arising from any drawing, design, or specification supplied by the Buyer. (ii) The Company shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Company’s approval. (iii) The Company shall be under no liability in respect of parts, materials, or equipment not manufactured by the Company, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company, in so far as the Company is able, using reasonable endeavors, to make the same available to the Buyer. (iv) The Company shall be under no liability under the above warranty (or any other warranty, condition, or guarantee) if the total price for the Goods has not been paid by the due date for payment. (v) The above warranty does not extend to goods not manufactured by the Company, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company, in so far as the Company is able, using reasonable endeavors, to make the same available to the Buyer.

(C) Subject as expressly provided in these conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions, or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Where the Goods are sold under a consumer sale, the statutory rights of the Buyer are not affected by these conditions.

(D) Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Company within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused and the Buyer does not notify the Company accordingly, the Buyer shall not be entitled to reject the Goods, and the Company shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

(E) Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these conditions, the Company may repair or replace the Goods (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price). The Company shall have no further liability to the Buyer.

(F) Except in respect of death or personal injury caused to the Purchaser by reason of the Seller or of its servants, employees, or agents, the Company shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition, or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses, or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, its employees or agents, or otherwise), which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these conditions.

8. ORDERS AND SPECIFICATIONS

(A) The Seller will produce the goods as per the specifications set out in the Order Confirmation, subject to reasonable availability to the Seller of suitable materials and labor. The Seller reserves the right to modify the specifications and designs without prior notice to the Buyer. The Seller reserves the right to amend the Order Confirmation and will notify the Buyer accordingly.

(B) The Buyer is responsible for providing all necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

(C) The quantity, quality, description, and any specification for the Goods shall be those set out in the Order Confirmation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).

(D) No Order which has been accepted by the Seller may be canceled by the Buyer except with the Seller’s agreement in writing and on terms that the Buyer shall indemnify the Seller in full against all losses (including loss of profit), costs, damages, charges, and expenses incurred by the Seller as a result of cancellation.

(E) The Seller reserves the right to make any changes in the specification of the Goods that are required to conform to any applicable statutory or EU requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.

(F) The Buyer is responsible for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

(G) The Buyer agrees that all patterns, drawings, tools etc., produced by the Seller shall remain the property of the Seller and must not be used or copied by the Buyer without the prior written consent of the Seller.

9. CANCELLATION

(A) Should the Customer cancel the Order within 14 days of placing the Order, the deposit will be returned in full, notwithstanding (B), less any administration charge the Seller shall reasonably charge the Customer for costs incurred in relation to the Order, such charge not to exceed 20% of the purchase price of the Order. After 14 days, the deposit is non-refundable.

(B) Should the Customer cancel the Order within 10 weeks of the pre-agreed delivery date, the deposit is non-refundable and payment of the balance in full will become immediately due.

(C) The Seller reserves the right to cancel the Order at any time prior to the Delivery Date. Any deposit paid will be returned in full, notwithstanding (B), less any administration charge the Seller shall reasonably charge the Customer for costs incurred in relation to the Order.

(D) Should the Customer cancel on the day of delivery, payment will be due in full.

10. COMPLAINTS

(A) Complaints regarding the Order must be notified in writing to the Seller prior to any livestock being admitted. Complaints regarding garages or workshop type buildings must be notified prior to any internal work being carried out. Verbal notification is not accepted.

(B) The Seller will use all reasonable endeavors to rectify any issue raised by the Customer in order that the goods conform to the Order Confirmation and Specification.

(C) The Customer will respond to the correspondences of the Seller within 7 days of receipt, in order to rectify complaints in a timely manner.

(D) The Customer agrees to allow the Seller access to land and the building to inspect the goods at any time.

(E) The Customer will not withhold payment on the grounds of any unresolved complaint.

(F) The Seller will use all reasonable endeavors to respond to complaints in a timely manner.

(G) The Customer agrees to communicate complaints directly to the Seller and not publicly on social media or online forums without first allowing the Seller a reasonable opportunity to rectify the complaint.