Van Dyks Flooring Xtra - Terms & Conditions

PART A: OVERVIEW OF THESE TERMS

These Terms of Trade apply to all Products and Services that we supply to you.

 

At Van Dyk Furnishers Limited ensuring our Terms are transparent and easy to understand is important to us. If you have any questions or are unsure about anything, please contact us.

To make these Terms easy to use, we:
(a) have set out a ‘Dictionary’ in Part H, which explains the specific meaning, for the purposes of these Terms, of the capitalised words used in these Terms; and
(b) have included summaries / outlines for each Part in blue boxes – these are intended for guidance only and do not replace any of the terms in these Terms.

 

1. Introduction

1.1 These Terms set out all of the terms and conditions that apply to Products and Services that we supply to you.
1.2 Any other terms and conditions will not apply unless expressly approved in writing by us for a particular Order.
1.3 We may update these Terms on notice to you in writing. Our updated Terms will apply to all Services you order after we have notified you that we have updated our Terms.

PART B: PRODUCTS AND SERVICES

Part B sets out details about placing Orders. It also sets out the process that applies if there are any issues with an Order or if an Order is cancelled.

 

2. Order Process

2.1 You may order Products and Services from us in accordance with our order processes that we advise to you at any time.
2.2 All Orders are subject to acceptance by us. We may accept an Order (in whole or in part) by issuing an invoice for the applicable Products and Services, delivering the Products and Services or otherwise confirming the Order in writing.
2.3 We are under no obligation to enquire as to the authority of any person placing an Order on your behalf.
2.4 You may request variations to Orders. However, acceptance is at our discretion and is subject to our approval in writing, in accordance with our process for variations that we advise to you.
2.5 We may require variations to the Order as a result of unforeseen circumstances discovered before or during the provision of the Services which are beyond our control. These variations will be submitted to you for approval, and you shall be required to respond to any variation submitted by us within 10 Business Days. Failure to do so will entitle us to add the cost of the variation to the Order. Payment for all variations must be made in full at the time of their completion.

 

3. Delivery of Products and Supply of Services

3.1 We will use reasonable efforts to deliver Products and provide Services on the Delivery Date specified in the relevant Order. However, unless expressly agreed otherwise, the Delivery Date is indicative only.
3.2 You may collect the Products at our premises or we will deliver the Products and provide the Services at the delivery location set out in the relevant Order or any other location agreed with you in writing.
3.3 Subject to clause 16 if the delivery location is at your premises, you must provide our Representatives with suitable access to your premises during normal business hours, together with any assistance reasonably required by our Representatives to deliver the Products and perform the Services. If the installation is interrupted or delayed by your failure to adhere to their responsibilities under this contract, any additional costs will be invoiced to you as an extra.

 

4. Supply of Products

4.1 Clauses 4 and 5 applies if your Order relates to Products.
4.2 We may deliver Orders in instalments (unless agreed otherwise).
4.3 If you delay, fail or refuse to accept delivery of Products, the Products will be treated as delivered when we were willing and able to deliver the Products. Without affecting any other rights we may have, we may charge you for any reasonable expenses or additional costs incurred by us as a result of the delay, failure or refusal to accept delivery (including storage).
4.4 Risk in the Products passes to you on delivery.
4.5 You are responsible for ensuring that any instructions, recommended uses, applications and installation methods are followed for Products and any cautions and/or warnings are observed.

 

5. Defects

5.1 You must inspect the Products on the date of delivery and notify us of any alleged defect or damage or incorrect products or quantity (Defects). Upon request, you must allow us to inspect, or return to us, any defective or damaged Products. You should notify us of any
alleged Defects as soon as possible if any to enable us to confirm that any Defects occurred before delivery to you.
5.2 If there are any Defects in an order, the remedies set out in clause 24.1 will apply.

 

6. Second-hand Products

6.1 For second handProducts agreed by you, you accept the Products with all faults and agree that no warranty is given by us as to the quality or suitability for any purpose and any implied warranty, statutory or otherwise, is expressly excluded. We shall not be responsible for any loss or damage to the Products, or caused by the Products, or any part thereof however arising.

 

7. Cancellation

7.1 Either party may cancel an Order by written notice if the other party:
(a) commits a material breach of these Terms which is not remedied within 20 Business Days of written notice of the breach from the other party; or
(b) suffers an Insolvency Event.
7.2 If we are unable to the deliver any Products or Services to you, due to reasons beyond our reasonable control, we may cancel the Order (in whole or in respect of any instalment) by giving written notice to you. We will repay you any amount you have paid to us in advance for the relevant Products and/or Services. We will not be liable for any loss or damage arising from such cancellation.
7.3 You may cancel delivery of the Products and/or Services by written notice served within 48 hours of placement of the Order.
7.4 We will not accept cancellation of any Order for Products made to your specifications, or for non-stocklist items after the Order has been accepted by us.

PART C: PRICE

Part C sets out terms relating to the Price for the Products and Services.

8. Price

8.1 The Price for Products and Services will be:
(a) calculated in accordance with our current price list as at the date you submit the relevant Order; or
(b) the Price that we have quoted for the Products and Services (subject to clause 8.5).
8.2 We may update our price list at any time on notice to you in advance. Any such updates will only apply to Orders placed after the effective date of the update.
8.3 Unless otherwise stated, the Price does not include GST.
8.4 We may charge you for freight, insurance, installation, disbursements and any applicable taxes, duties and levies, in addition to the Price.
8.5 Where we provide a quotation, proposal or estimate:
(a) unless otherwise specified, the quotation, proposal or estimate is valid for 14 days from the date of issue and may be subject to such further conditions as are expressly set out in the quote, estimate or pricing;
(b) we may withdraw the quotation, proposal or estimate at any time before you accept it or we accept an Order by notice in writing to you; and
(c) the quotation, proposal or estimate will be exclusive of any applicable additional amounts referred to in clause 8.4.

 

PART D: PAYMENT TERMS

Under these Terms, we may supply Products and Services to you on credit. It is very important to us that you pay us in full by the due date for payment. The following clauses provide additional protections for us to reflect that arrangement, including terms that will apply if there are any delays or disputes relating to payments.

9. Payment

9.1 You must pay us all Amounts Owing to our bank account (notified to you and updated at any time) or any other payment method that we agree with you.
9.2 Payment shall be:
(a) before delivery of the Products; or
(b) on delivery of the Products; or
(c) on completion of the Services; or
(d) by way of instalments/progress payments in accordance with the Order; or
(e) 20 days days the month following; or
(f) as indicated on our invoice; or
(g) no later than 7 days from the date of the invoice (unless otherwise stated on the invoice), and
(h) in full without deduction, withholding, set-off or counterclaim.
9.3 If you have any dispute relating to an invoice issued by us, you:
(a) must notify us of that dispute in writing within 30 days from the date of invoice (after that period, unless there is a manifest error, you will be deemed to have accepted the invoice); and
(b) will only withhold payment of the amount in dispute and will, upon resolution of any dispute, immediately pay the balance (if any) due to us.
9.4 We and you each agree to promptly deal with any disputed invoices and, where possible, to resolve disputes before the due date for payment.

 

10. Credit terms and repayment obligations

10.1 The supply of Products and Services to you on credit is subject to our prior approval. We may use the services of credit reporters and debt collection agencies (in accordance with clause 17.2).
10.2 You must notify us immediately:
(a) if you suffer an Insolvency Event. Any Amount Owing will, whether or not due for payment, immediately become due and payable if an Insolvency Event occurs; or
(b) if you are a company and there is a material change in your effective management or ownership.

 

11. Deposit and guarantee

11.1 We may require that you pay us in advance, or pay a deposit, or provide a guarantee, before we supply Products or Services, as security for any Amount Owing.

 

12. Rights to recover products

12.1 We retain ownership of all Products that we supply you until we have received payment in full of the Amount Owing.
12.2 You may resell or use any Products in the ordinary course of your business before ownership of the Products has passed to you. However, you will be deemed to hold the proceeds of sale or use (in whatever form) on trust for us to the extent of the Amount Owing.
12.3 If any Amount Owing is overdue or if an Insolvency Event occurs, you must return Products to us on request, or permit us to enter any premises where Products may be stored to repossess those Products.

 

13. Late payments

13.1 If payment in full of any Amount Owing (which is not subject to a genuine dispute) is not made to us on the due date, we may:
(a) suspend, or cancel (in accordance with clause 7.1(a)), the provision of any or all Products and Services to you;
(b) cancel any rebates or discounts (whether or not previously credited); and
(c) charge you interest at a rate of 2.5% per month on the balance of the outstanding amount from the due date of payment until the date the outstanding amount is paid, accruing daily and charged monthly.

 

14. Costs of recovering Amounts Owing

14.1 You must reimburse us for any costs and expenses we incur to recover any Amount Owing, or exercise our rights to recover Products, including any debt collection fees or commission and full legal expenses.
These Terms of Trade apply to all Products and Services that we supply to you.
At Van Dyk Furnishers Limited ensuring our Terms are transparent and easy to understand is important to us. If you have any questions or are unsure about anything, please contact us.

 

15. Security interests

15.1 You acknowledge that these Terms create, in our favour, a security interest (as defined in the PPSA) in all Products and the proceeds of any Products (in accordance with clause 12 (Security Interest), to secure the payment by you to us of the Amount Owing.
15.2 You undertake to promptly sign any further documents which you may reasonably require to enable us to perfect and maintain the perfection of the Security Interest (including by registration of a financing statement).
15.3 The parties agree to contract out of the provisions of the PPSA as set out in section 107 of the PPSA to the extent permitted by law and you waive your rights to receive a verification statement relating to any Security Interest. Where you have rights in addition to Part 9 of the PPSA, those rights will continue to apply.
15.4 We reserve the right to require a guarantee, or any other additional security (at your cost), as security for payment, before we provide Products or Services to you.

 

PART E: COMPLIANCE AND INFORMATION

Part E sets out the provisions relating to health and safety, privacy, confidentiality and intellectual property rights. Unless we agree otherwise, we own all intellectual property rights in the Products and Services.

 

16. Health and safety

16.1 Each party will comply with the Health and Safety at Work Act 2015 (HSW Act), including all applicable regulations under the HSW Act, as well as all applicable standards and codes of practice relating to health and safety. In addition, each party will comply with the other party’s pre-notified and reasonable health and safety policies when on the party’s premises.
16.2 You must notify us of any known hazards arising from your premises to which a work or any person may be exposed while on the premises and ensure that your workplace is without risks to the health and safety of any person.
16.3 Each party must consult, co-operate with and co-ordinate activities with all other persons who have a health and safety duty in relation to the same matter in providing the Products and/or Services (including in connection with the delivery of the Products and/or Services).

 

17. Privacy

17.1 We may collect, use and share Personal Information:
(a) for the purposes of the performance of our obligations or exercise of our rights under these Terms; and
(b) in accordance with the Privacy Act 2020.
(c) This may include sharing Personal Information with our Related Companies.
17.2 We may use the services of credit reporters and debt collection agencies. We may provide your Personal Information to those agencies in order to use their services. Information disclosed to credit reporters (including default information) will be held by them and used to provide credit reporting services.
17.3 If you provide us with any information about a third party (including a Representative), or authorise us to collect that information, you confirm that you are authorised by the individual concerned to provide their Personal Information to us or authorise the collection of information about them in accordance with this clause 17. You also confirm that you have informed the individual of their rights to access and request correction of Personal Information.
17.4 You (if you are an individual) and your Representatives have the right to access, and request correction of, any of your Personal Information held by us.

 

18. Confidentiality

18.1 Each party must keep confidential all Confidential Information.
18.2 Nothing in clause 18.1 prevents a party from disclosing Confidential Information if disclosure is:
(a) required by law, or Regulator (but only to the extent required);
(b) is reasonably required to enable a party to perform its obligations or exercise its rights under these Terms; or
(c) to a Related Company or Representatives on a ‘need to know’ basis, provided that person is under a duty to keep the Confidential Information confidential in accordance with these Terms.
18.3 We may also use any information that we collect in connection with the Products and Services, in accordance with applicable law, to improve our Products and Services, for statistical and research purposes, and for general information purposes including to provide industry and market insights. You grant us a non-exclusive, perpetual, irrevocable, royalty-free licence to use and sub-licence information for this purpose. Any information that we disclose or publish will be in a fully aggregated and de-identified form (to ensure that it does not identify any individuals and your information remains confidential).

 

19. Intellectual property

19.1 You warrant that the use by us of any designs, instructions or specifications supplied to us by you will not infringe the intellectual property rights of any other person and indemnify us against any losses, damages, liabilities or costs (including full legal costs) that we may suffer or incur in the event of any such infringement.

PART F: DISPUTE RESOLUTION AND LIABILITY

If a dispute arises under these Terms, we must follow the process in this part F to resolve the matter. If a claim arises under these Terms, any amount payable by you or us will be limited by the maximum liability and exclusions set out in this Part F.

 

20. Dispute Resolution

20.1 If a dispute arises out of or in connection with these Terms, either party may give a notice to the other setting out the details of the dispute (Dispute Notice).
20.2 Following receipt of a Dispute Notice:
(a) a Representative of each of us (with authority to settle the dispute) will meet, within 10 Business Days, to try to resolve the dispute;
(b) if the dispute is not resolved within 10 Business Days of our Representatives meeting (or if the meeting does not take place, for any reason, within 10 Business Days of the date of a Dispute Notice), the dispute will be referred to the senior manager of each party (if applicable), who will try to resolve the dispute within a further 10 Business Days; and
(c) if the dispute is not resolved by our respective Representatives in accordance with clause 20.2(b), then either party may commence court proceedings.
20.3 This clause 20 does not restrict either party from applying to a court for interim measures or any other form of urgent relief at any time. However, neither party may commence any other form of court proceeding without first following the procedure set out in this clause 20.
20.4 Each party must continue to perform its obligations in these Terms, despite the existence of a dispute, subject to the termination rights set out in these Terms.

 

21. Consumer Guarantees Act and Fair Trading Act

21.1 If the Products and Services include any Consumer goods or services, nothing in these Terms will affect any rights you may have as a consumer under the Consumers Guarantees Act 1993 (CGA) and the Fair Trading Act 1986 (FTA).
21.2 If you are acquiring, or hold yourself out as acquiring, the Products and Services in trade, to the extent permitted by law:
(a) for the purposes of section 5D of the FTA, the parties are contracting out of sections 9, 12A, 13 and 14(1) of the FTA;
(b) you are contracting out of the CGA (to the extent that the CGA would otherwise apply to any matters covered by these Terms); and
(c) it is fair and reasonable for the parties to be bound by this clause 21.2.
21.3 If you are acquiring any Products for the purpose of resupply in trade, you undertake that you will:
(a) contract out of the CGA to the maximum extent permitted by law in your contracts with your own customers; and
(b) procure that your customers, and each other person in the distribution chain thereafter, contract out of the CGA to the maximum extent permitted by law in their contracts with customers.
21.4 You will indemnify us against any liability or cost incurred by us as a result of your breach of this clause 21.3.

 

22. Warranties

22.1 We warrant that all Products and Services are free from material defects in materials and workmanship. However, this warranty will not cover any defect or damage to the extent that it is caused by:
(a) any fault or defect in our Products or Services resulting from any of your (or your Representatives) act or omissions (outside of the ordinary use of the Products or Services); or
(b) minor deviations in specification, measurements, colour, weight, size or strength of the Products.
22.2 To the fullest extent permitted by law (including as set out in clause 21.1), except as expressly set out in these Terms, we expressly exclude all warranties, representations, descriptions, statements, terms or conditions (whether express or implied) whether under statue, law, trade, custom or otherwise that would (but for this clause) apply to the Products and Services including all warranties relating to the suitability for resale, quality, or fitness for any particular purpose, of our Products or Services.

 

23. Third part suppliers

23.1 If you request and authorise us to arrange the provision of Products or Services directly to you by a third party supplier (whether or not such arrangement involves us contracting as your agent), to the extent applicable, these Terms will apply to our Services in arranging such supply, provided that we exclude all liability in connection with the supply of Products and Services to you directly by a third party supplier. You agree to pay any commission or other payments due to us in accordance with these Terms.

 

24. Limitation of Liability

24.1 To the extent permitted by law, our total liability under or in connection with these Terms and the Products and Services is limited to, at our option:
(a) in the case of Products, any one or more of the following:
(i) the replacement of the Products or the supply of equivalent products;
(ii) the repair of the Products;
(iii) the payment of the cost of replacing the Products or of acquiring equivalent products; or
(iv) the payment of the cost of having the Products repaired.
(b) in the case of Services:
(i) supplying the Services again; or
(ii) the payment of the cost of having the Services supplied again.
24.2 If we have any liability under or in connection with these Terms, to the maximum extent permitted by law:
(a) our total aggregate liability to you for any loss, damage or liability arising out of or in connection with these Terms will be limited to the Price paid by you to us for the applicable Products and/or Services; and
(b) we will not be liable for any:
(i) indirect, special or consequential loss or damage whatsoever; or
(ii) loss of profits, revenue, data, goodwill, customers or opportunity or loss of or damage to reputation.
24.3 The limitations and exclusions on liability in this clause 24 will apply irrespective of the legal basis for the applicable claim, including contract, equity, tort (including negligence) or statute.
24.4 In no circumstances will we have any liability whatsoever under or in connection with these Terms:
(a) for the acts or omissions of your Representatives or any third party;
(b) for any act or omissions of performance in accordance with your instructions (or instructions from your Representatives); or
(c) to any third party.

PART G: GENERAL

Part G describes miscellaneous provisions necessary for the proper operation of these Terms.

25. General

25.1 Governing Law: These Terms are governed by and to be construed in accordance with the laws of New Zealand and each party submits to the exclusive jurisdiction of the South Waikato Courts of New Zealand.
25.2 Previous Agreements: These Terms constitute the entire agreement of the parties about its subject matter and supersedes any previous written agreements and written representations.
25.3 Sub-contracting: We may subcontract the performance of our obligations (including to a Related Company), on the basis we remain solely liable to you for the performance of our obligations.
25.4 Assignment: You must not assign, novate or transfer your rights or obligations under these Terms without our prior written consent (which may be withheld in our sole discretion). We may assign these Terms to any other person on notice to you (provided that we will request your prior approval (not to be unreasonably withheld or delayed) if the assignment could have any material adverse effect on you). Without limiting the foregoing, we may assign to any other person all or part of the Amount Owing by you to us.
25.5 Amendments: Any amendment to these Terms must be in writing signed by each party, except where stated otherwise in these Terms or where we are required to make changes to ensure compliance with applicable laws (in which case we notify you of the changes in writing).
25.6 Force majeure: We will not be liable to you for any failure or delay in performing our obligations under these Terms where such failure or delay is caused by events or circumstances beyond our reasonable control, including any strike, lockout, labour dispute, delay in transit, embargo, epidemic, pandemic, accident, emergency, order of government or other authority or act of God.
25.7 Waiver: A single or partial exercise or waiver of a right relating to these Terms does not prevent any other exercise of that right or the exercise of any other right.
25.8 Survival: Any provision of these Terms, which is by its nature a continuing obligation, will survive termination.
25.9 Rights of Third Parties: These Terms are not intended to confer a benefit on any person other than the parties to these Terms.
25.10 Relationship: We will provide Products and Services to you as an independent service provider. Nothing in these Terms creates any partnership, joint venture or employment relationship between the parties.
25.11 Non-exclusive: These Terms are not exclusive and do no impose any restriction on us providing Products and Services to, or you purchasing any product or services from, any other person.
25.12 Counterparts: These Terms may be executed in any number of counterparts (including by electronic signature or by email exchange of .pdf copies) which together will constitute the one instrument.

PART H: DICTIONARY

 

26. Definitions

Amount Owing means any amount owed by you to us, from time to time, including the Price, any applicable amounts referred to in clause 8.4, any interest payable by you, your liability under these Terms and any enforcement costs incurred by us in seeking payment of any Amounts Owing by you.
Business Day means Monday to Friday, excluding public holidays in New Zealand.
Confidential Information means all information that could be reasonably regarded in the circumstances as confidential, including information which relates to the business, interests or affairs of a party, the terms of use, the Products and Services (as applicable), and intellectual property rights, but excludes information which is:
(a) in the public domain, other than as a result of a breach of these Terms;
(b) in the possession of a party prior to the commencement of these Terms without any obligation of confidentiality; and
(c) is independently developed or acquired by a party prior to the commencement of these Terms without relying on information which would itself be Confidential Information.
Consumer has the meaning given to that term in the Consumers Guarantees Act 1993.
Delivery Date means the date for delivery of the Products and/or Services, as specified in the Order.
Insolvency Event means, in relation to a party, any step is taken toward any of the following steps, or any of the following steps has occurred:
(a) the primary, or all, of its business activities being suspended or ceasing;
(b) the presentation of an application for its liquidation;
(c) the making of any compromise, proposal or deed of arrangement with all or some of its creditors;
(d) the appointment of a liquidator, receiver, statutory manager, or similar official;
(e) the suspension or threatened suspension of the payment of its debts;
(f) the enforcement of any security against the whole or a substantial part of its assets;
(g) if you are an individual, anything having a similar effect to any of the events specified above happens in relation to you; or
(h) any other insolvency event or proceedings analogous to any of the foregoing occurs in any relevant jurisdiction,
in each case, unless it takes place as part of a solvent reconstruction, amalgamation, merger or consolidation.
Order means an Order for Products or Services that you submit to us, and we approve, in accordance with clause 2.
Personal Information has the meaning given to that term in the Privacy Act 2020.
PPSA means the Personal Property Securities Act 1999.
Price means the Price payable, in accordance with clause 8.1.
Products means any Products (and associated Services) supplied by us to you at any time, including the Products specified in an Order.
Regulator means any authority, commission, government department, court, tribunal, or similar having regulatory or supervisory authority over the parties or any of the Products and/or Services.
Related Company has the meaning given to it in the Companies Act 1993, read as if a reference to company was a reference to any body corporate of any jurisdiction.
Representatives means directors, officers, employees, agents and contractors of the relevant party.
Services means any Services supplied by us to you at any time, including the Services specified in an Order.
Specific Terms means the terms (if any) that are included in Part I to these Terms.
Terms means these Terms of Trade (including any Specific Terms outlined in Part I), as may be amended from time to time, each Order and any additional terms expressly agreed in accordance with clause 1.2 (if applicable).
We or us means the supplier of Products and Services, Van Dyk Furnishers Limited.
You or your means the customer purchasing Products and Services from us.

 

27. Interpretation

In these Terms, unless the context otherwise requires:
(a) headings are for convenience only and do not affect interpretation;
(b) a reference to legislation includes all regulations, orders, instruments, codes, guidelines or determinations issued under that legislation or and any modification, consolidation, amendment, re-enactment, replacement or codification of it;
(c) a reference to “in writing” includes by email;
(d) the words “include” or “including”, or similar expressions, are to be construed without limitation;
(e) a reference to a party to includes that party’s successors and permitted assigns and substitutes; and
(f) a word importing the singular includes the plural and vice versa.

 

PART I: SPECIFIC TERMS

 

Part I details additional specific terms that apply to your order of the Products and Services.

 

28. Information we provide

28.1 Any advice, recommendation, information or assistance provided by us in relation to the Products and Services supplied is given in good faith to you, or your agent and is based on our own knowledge and experience and shall be accepted without liability on our part. Where such advice or recommendations are not acted upon then we shall require you or your agent to authorise commencement of the Services in writing. We shall not be liable in any way whatsoever for any damages or losses that occur after any subsequent commencement of the Works. Accordingly, we offer no warranty in regard to the aforementioned.
28.2 We will make every effort to protect and minimize damage to walls and skirting’s within the dwelling, however we will not liable for any marks, scratches or other damage incurred unless due to our negligence.
28.3 You acknowledge and agree that where we have provided specific instructions regarding the use of the Products (e.g. high foot traffic areas, etc.) and such instructions are not acted upon then we shall not be liable in any way whatsoever for any damages or losses that occur after any subsequent installation of the Products. Vinyl adhesives can take up to 48 hours to cure and harden properly therefore, the vinyl is more vulnerable to damage during this period We recommend the use of a mat or something similar when moving fridges and ovens on new vinyl.

 

29. Information we require

29.1 We shall be entitled to rely on the accuracy of any plans, specifications and other information provided by you. You acknowledge and agree that in the event that any of this information provided by you is inaccurate, we accept no responsibility for any loss, damages, or costs however resulting from these inaccurate plans, specifications or other information.

 

30. Availability of Products

30.1 You acknowledge and accept that Products for accepted orders may be subject to availability and if, for any reason, the Products are not or cease to be available, we reserve the right to substitute alternative Products and vary the Price as per clause 2.5. In all such cases we will notify you in advance of any such substitution, and also reserves the right to place your Order and/or Services on hold until such time as both parties agree to such changes.

 

31. Additional charges

31.1 You acknowledge and agree that the quotation will be:
(a) subject to a check on measurements where based on plans supplied by the Customer; and
(b) unless specified, is based upon floors being level and any required under covering floor prep completed and/or walls being free of window furnishings and drapes.
31.2 We reserve the right to vary the Price in the event of:
(a) changes to the Products which are to be supplied; or
(b) unforeseen circumstances (including, but not limited to, poor weather conditions, as a result of delays from third party providers, limitations to accessing the site, availability of machinery, safety considerations, prerequisite work by any third party not being completed, change of design, discovery of asbestos etc); or
(c) increases to us in the cost of labour or Products which are beyond our control (including, but not limited to, overseas transactions that may increase as a consequence of variations in foreign currency rates of exchange and/or international/domestic freight, delivery times and insurance charges).
Any variations to the Price will be dealt with in accordance with the provisions of clause 2.5.

 

32. On-line ordering

32.1 You acknowledge and agree that:
(a) we do not guarantee the website’s performance;
(b) display on the website does not guarantee the availability of any particular Products; therefore, all Orders placed through the website shall be subject to confirmation of acceptance by us;
(c) on-line ordering may be unavailable from time to time for regularly scheduled maintenance and/or upgrades;
(d) there are inherent hazards in electronic distribution, and as such we cannot warrant against delays or errors in transmitting data between you and us including Orders, and you agree that to the maximum extent permitted by law, that we will not be liable for any losses which you suffer as a result of on-line ordering not being available or for delays or errors in transmitting orders;
(e) when making a transaction through the website, your information will pass through a secure server using SSL (secure sockets layer) encryption technology or any other similar technology as disclosed by us and/or displayed on the website. The encryption process ensures you’re your information cannot be read by or altered by outside influences; and
(f) if you are not the cardholder for any credit card being used to pay for the Products, we shall be entitled to reasonably assume that you have received permission from the cardholder for use of the credit card for the transaction.
32.2 We reserve the right to terminate your Order if we learn that you have provided false or misleading information, interfered with other users or the administration of our Services, or violated these terms and conditions.

 

33. Your acknowledgements

33.1 You acknowledge and agree:
(a) to indemnify us from any damage (including, but not limited to, where the Products have become soiled and require commercial cleaning) to the Products caused by any other tradesman during and after the completion of the Services. If you instruct us to rectify any damage caused by any other tradesman, this will become a variation to the original quotation and will be charged at our normal hourly rate; and
(b) that in the event we are called upon by you to inspect, investigate, or rectify any defect resulting from the incorrect installation of the Products by a third party, that we shall be entitled to charge you additional costs for such Services.

 

34. Your responsibility

34.1 It shall be your responsibility to:
(a) refer to the care instructions label and information leaflet provided with the Products;
(b) remove all existing floor coverings, skirting’s, tacks and staples, and the removal, cutting and replacing of doors;
(c) fully disclose any information that may affect the Provider installation procedures; and
(d) remove all fragile items such as glassware, crockery, pot plants, furniture and ornaments. Breakages and damages are your responsibility. All care shall be taken by us but we will not accept any responsibility in this regard; and
(e) during the provision of the Services, ensure that any children and/or pets on site and/or any visitors to the site are moved to safe location away from the installation of the Products for their own health and safety. We accept no liability in the event of any injury due to your failure to comply with this clause.

 

35. Installation of the Products

35.1 The installation date(s) will be put back and/or extended by whatever time is reasonable in the event that we claim an extension of time (by giving you written notice) where installation is delayed by an event beyond our control, including but not limited to any failure by you to:
(a) make a selection;
(b) have the site ready for installation; or
(c) notify us that the site is ready.
35.2 Notwithstanding clause 25.6 and further to clause 35.1 you acknowledge and agree that, unless otherwise agreed, all amounts owing to us for the supply of the Products shall, whether or not due for payment, become immediately payable where installation is delayed for an extended period of time either by a fault of yours, or at the your request.

 

36. Specifications of the Products

36.1 Rubber migration (also known as “Plasticizer Migration”) is a condition that can cause vinyl to discolour. It is caused by rubber or latex products, e.g. rubber or latex-soled slippers, shoes and rubber-backed mats, coming into contact with the vinyl over a constant period of time. It is not a manufacturing fault or an installation fault and therefore, is not covered by our warranties. In our experience this has mainly occurred in lighter coloured vinyl’s but is not restricted to just light colours.
36.2 We only use high or premium density cork as these qualities provide the best dimensional stability. However, both of these qualities are still subject to dimensional tolerance of “plus or minus 5%. Similarly, as cork is a natural product, there will be colour variation and as such cork tiles may not match perfectly at each junction.
36.3 The Customer acknowledges and agree that:
(a) whilst manufacturers make every effort to match dye lots, colours or shade may vary between batches of product and/or between sales samples and actual Products supplied;
(b) manufacturers cannot guarantee to produce perfectly uniform patterned product, therefore there is no guarantee that the Products will match perfectly when installed; and
(c) the installation process for carpet may require seams and cross-joins and that the appearance of these may be affected by light source and in particular the construction of the chosen product.

 

37. Site requirements

37.1 All rubbish generated by us will be placed in a designated area appointed by you but the removal of same shall be your responsibility or that of your Representative, unless otherwise agreed.
37.2 You acknowledge and agree to:
(a) make the premises available on the agreed date and time;
(b) provide suitable light, power and water to the site as may be required; and
(c) have all areas clean and clear to enable the Services to be completed in accordance with the schedule of installation.

 

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