Terms & Conditions of Sales

Standard Terms & Conditions of Sale

These terms are incorporated into each Contract and the Company would particularly draw your attention to conditions 6 (a) (b),11(c),12 (b),12 (f) - (l).

1. INTERPRETATION
(a) "Bespoke Goods" mean customised or non-standard Goods.
"Company" means Tarkett Limited whose registered office is Lenham, Maidstone, Kent, ME17 2QX, registered in England under number 1277784, and all other companies in the Tarkett Group as defined by the Companies Act 2006,.
"Contract" means any contract between the Company and the Purchaser for the sale and purchase of the Goods.
"Goods" means any goods supplied to the Purchaser by the Company (including any part or parts of them).
"Obsolete Goods" means any Goods which are no longer manufactured or otherwise produced but remain available for sale by the Company in limited quantities.
"Order" means a purchase order submitted by the Purchaser in respect of the Goods.
"Order Acknowledgement" means acceptance by the Company of the Purchasers Order.
"Price List" means the current price list of the Goods.
"Publication" means any brochure or advertising material containing details of the Goods.
"Purchaser" means the person, company or firm who has contracted with the Company for the purchase of goods.
"Roll Prices" means the price of broadloom carpets of 100 square metres and above which are of the same product and colour.
"Terms" means these terms and conditions of sale.

"Website" means any internet site hosted by the Company at any time for the purpose of effecting the sale of the Goods.
(b) Condition headings do not affect the interpretation of these Terms.

2. CREATION OF CONTRACT
(a) A quotation by the Company shall not constitute an offer and no Contract shall be taken as formed except by the Purchaser's Order being confirmed by the Company in the form of an Order Acknowledgment which shall be deemed to incorporate these Terms. Nothing in these terms, the Company's Price List or any Publication of the Company shall be deemed to constitute an offer, and the Company reserves the right to refuse to accept any Order.
(b) An Order of Goods by the Purchaser or the acceptance of delivery or the collection of the Goods by the Purchaser shall be deemed to be unconditional acceptance by the Purchaser of the Terms and its acknowledgement that they supersede, override and oust:
(i) all previous negotiations, representations or agreement between the parties;
(ii) any other terms and conditions of the Purchaser.
(c) No variation of or addition to these Terms shall form part of any Contract unless specifically accepted by the Company in writing. Subject to any special terms or conditions expressly agreed in the Order Acknowledgement by the Company, every Contract constituted by the Company's acceptance of an Order will be subject to these Terms to the exclusion of all terms and conditions (standard or otherwise) which the Purchaser may seek to impose.
(d) No addition or variation to an Order may be made by the Purchaser after the Company has accepted the Order unless agreed in writing by the Company. Any purported addition or variation not so agreed shall be treated as a separate Order at the time it is made and priced accordingly.
(e) Orders for Bespoke Goods cannot be varied once the manufacturing process has started or any special materials or equipment has been ordered by the Company.
(f) The Purchaser shall be responsible for ensuring the accuracy of any Order (including any applicable specification) and for giving the Company any necessary information about the Goods within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
(g) The specification for the Goods may be set out in the Company’s quotation or on the specification material supplied by the Company.
(h) The Company reserves the right at any time and without notice to the Purchaser to withdraw any products from its range of goods or to alter the design, specification or manufacture thereof.
(i) For Bespoke Goods the Company reserves the right to demand a 50% upfront payment before the manufacture of the goods is undertaken.
(j) Obsolete Goods are sold as seen and the Company will not be liable for any costs associated with warranty claims for Obsolete Goods.

3. PRICES
(a) In the absence of any specific written provision to the contrary in the Order Acknowledgement, the prices to be charged shall be the prices applicable at the date of despatch of the Goods in accordance with the Company's published Price List.
(b) Unless otherwise expressly stated in writing by the Company, Orders are accepted on the basis that the price stated is the net price of the Goods for delivery in accordance with the Contract and sold subject to these Terms. The Company may at any time prior to the Goods leaving the Company's premises increase the price to reflect all or part of any increased raw material, labour or transportation costs suffered by the Company. Such revised price shall be binding on the Purchaser. Where the Company's quotation or stated price does not refer to Value Added Tax or other taxes it shall be deemed to be exclusive of any Value Added Tax or other taxes which shall be payable in addition by the Purchaser.
(c) Unless separately priced, orders for cut lengths are subject to an additional charge of 25% of the price at the time of despatch. Minimum cut length 2.5lm.
(d) With the exception of Orders for cut lengths, all Orders must be for a full carton or roll or for multiples thereof as shown in the published Price List and Orders for intermediate amounts will be treated and charged as though they were for the next multiple. All Orders for broadloom carpet in excess of 100 square metres in one colour will qualify for Roll Prices.

All Orders for standard size carpet tiles (50 x 50 cm) must be in multiples of 20 tiles being 5 square metres for each box. No Orders for part boxes will be accepted by the Company.
(e) Where special project pricing is agreed with a quotation number, the quotation number must be stated together with the project price on the Order. Failure to do this may mean that this special price is not assigned to the Order and that the invoice price to the Purchaser will be incorrect. Should this occur the Company will of course arrange to have the invoice adjusted and credits raised, but there will be a £25 administration charge to cover such costs in correcting this error.
(f) A small order surcharge of £50 applies to any order under £300.00.
(g) Carriage Surcharge; A carriage surcharge will apply to all deliveries outside of the UK Mainland e.g. Channel Islands, Isle of Man, Isle of Wight, Scottish Isles etc.

4. CANCELLATION / POSTPONEMENT
(a) Any request from the Purchaser to vary or cancel an Order must be received by the Company in writing. The Company shall have absolute discretion whether or not to accept any request. Any request will only be considered if the following conditions are met:
(i) in the case of Bespoke Orders, before design in preparation for the manufacture of such Goods has commenced, equipment hired or special material acquired (as applicable); or
(ii) in the case of Goods ordered from stock before the Goods have been cut or dispatched;
(iii) the Goods are of a type, colour, quality or quantity which the Company determines as standard;
(iv) any part of the Goods returned are not fit for immediate return to stock; or
(iii) in all other cases, before the Goods have been dispatched from the Company's premises.
(b) If the Company accepts cancellation then in addition to any other conditions the Purchaser shall:-
(i) indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses directly or indirectly incurred by the Company as a result of such cancellation; and
(ii) pay the handling charge of 15% of the value of the Goods plus the cost of returning the Goods to stock in Continental Europe.
(c) In the event that the Purchaser requests a postponement of the manufacture or delivery of Goods, the Company may if in its absolute discretion it thinks fit agree to such postponement provided that the Purchaser will be liable to pay for the Goods at the price applicable at the date on which they are eventually dispatched. The Purchaser shall also be liable to pay to the Company on demand a charge in respect of the storage and handling of the Goods together with any other expenses incurred by the Company during the period of postponement.
(d) Whether an Order is to be despatched in one or more than one instalment the Purchaser must at the time of placing their Order agree with the Company the date or dates when such deliveries are to be made.
(e) In any case, no postponement (whether of the whole or part of an Order) may be for more than 1 month.

5. PAYMENT
(a) If the Purchaser has an agreed account with the Company, then payment must be made in full (including VAT and other charges by the Purchaser to the Company) by the twentieth (20th) day of the month following the date of invoice. The Company reserves the right to review any credit limit it may have agreed at any time and at its absolute discretion.
If the Purchaser is pro-forma and has no agreed account with the Company, then payment must be made in full (including VAT and all other charges) before the Order will begin to be processed by the Company.
(b) No payments will be deemed to have been received unfit the Company has received cleared funds in full.
(c) If the Purchaser shall fail to make payment in full in accordance with sub-paragraph (a) of this Condition then (without prejudice to any other rights of the Company and in addition to the loss of any discount) the Purchaser shall be liable to pay to the Company interest on the total amount outstanding. Interest shall be calculated at 5% per annum above the annual Base Rate from time to time of Barclays Bank plc calculated from the date of due payment until the date of actual payment notwithstanding judgment.
(d) If the Purchaser fails to make payment in accordance with sub-paragraph 5(a) of this Condition or shall fail to make payment in full for any Goods or services supplied by the Company in accordance with any contract:
(i) the Company shall be entitled to suspend without incurring any liability all or any other deliveries to be made under that or any Contract(s) with the Purchaser. In such event the Purchaser shall not be released from its obligations to the Company under that or any such Contract(s); or
(ii) the Company shall be entitled to terminate such Contract(s) with the Purchaser in accordance with Condition 15 below.
(e) Carriage, packing or other charges are in addition to the price of the Goods payable by the Purchaser.
(f) The Company reserves the right to carry out a credit assessment of the Purchaser and may require payment of the price before delivery or collection of any of the Goods.
(g) If the Purchaser shall fail to pay the Company by the payment due date the Company may:-
(i) suspend all deliveries to the Purchaser until payment is received by the Company in full;
(ii) cancel the Order and any other Order insofar as any Goods remain to be delivered thereunder; and/or
(iii) appropriate any payment made by the Purchaser to the Company in respect of the Goods supplied (or the Goods supplied under any other contract between the Purchaser and the Company) as the Company may think fit (not withstanding any purported appropriation by the Purchaser).
(h) In the event of the Purchaser’s insolvency or the Purchaser failing to pay for any Goods when due then the Company is entitled to a general lien over all goods of the Purchaser in the Company’s possession or under its control

6. DELIVERIES COLLECTIONS AND LIABILITY FOR DELAYED DELIVERY OR FAILURE TO SUPPLY
(a) Times for delivery given to the Purchaser whether verbally, in writing or any other method, are estimates only and shall not be regarded of the essence.
(b) Whilst the Company will use all reasonable endeavours to keep to any stated delivery or collection dates or times it accepts no liability whatsoever for any damage or loss (including any direct, indirect or consequential Loss) resulting from delayed delivery or availability for collection unless:
(i) a "fixed" delivery or collection date is set out in the Order Acknowledgement with agreed liquidated damages; and
(ii) the Company has failed for at least 21 days after the agreed date to make a delivery or make the Goods available for collection; and
(iii) the Purchaser has then given the Company at least 7 days' notice in writing of its intention to rescind the Contract or bring a claim and at the end of the period given the Goods have not been delivered or made available for collection,
provided that where the Purchaser has requested and the Company has agreed (for an additional fee) to provide a premium delivery service over and above its standard delivery then without prejudice to the limitations on liability set out below which will apply the Company will refund the additional fee for the premium delivery (over and above its fee for standard delivery) in the event that the requested delivery (or collection) date and/or time is not met.
(c) The Company shall under no circumstances whatsoever have any liability to pay to the Purchaser a sum greater than the price of the Goods in respect of which failure to deliver or make available for collection is alleged.
(d) On notification to the Purchaser that the Goods are ready for despatch (and where appropriate within the framework of a delivery or collection programme) the Purchaser shall accept immediate delivery or in the case of collection from the Company's premises shall arrange for immediate collection of the Goods failing which the Company may:
(i) either effect delivery by whatever means it thinks most appropriate or arrange storage at the Purchaser's risk and expense pending delivery;
(ii) in its sole discretion and without liability for colour matching individual consignments relating to another Order, de-stock and not allocate stock to the Order until a revised delivery schedule is agreed by the Company;
(iii) compel the Purchaser to accept delivery if such delay exceeds 2 calendar months; and/or
(iv) after 14 days' notice to the Purchaser requiring it to take delivery at any time re-sell or otherwise dispose of the Goods or part of them (after deducting all storage and selling expenses) charge the Purchaser for any shortfall below the contract price without prejudice to any other rights the Company may have against the Purchaser for breach of contract or otherwise.
(e) In the case of delivery of the Goods, the Company will make arrangements for delivery to the U.K premises nominated by the Purchaser. The Purchaser shall be responsible for ensuring the presence at the premises nominated for delivery of a person authorised to receive and sign for the Goods. If no such person is present the Company may if it thinks fit leave the Goods on, or in the vicinity of the premises nominated without incurring any liability whatsoever to the Purchaser for any loss suffered by the Purchaser whether arising directly or indirectly out of the Company's action. Alternatively, the Company may choose not to deliver the Goods and the Purchaser shall pay to the Company any incurred delivery and/or storage costs in respect of the Goods until the date of redelivery as agreed between the parties.
(f) If the Goods are not delivered on the expected date the Purchaser shall give written notice to the Company within 48 hours. -
(g) The Company shall have the option to effect dispatch by instalments and to issue a separate invoice in respect of each instalment,
(h) Without prejudice to other conditions a receipt or delivery note signed by or on behalf of a Purchaser or by its purported agent, employee or carrier or a statement that Goods have been duly delivered signed by an agent, employee or carrier of the Company shall be conclusive proof that Goods have been duly delivered and as to the date and time of delivery.
(i) Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver one or more of the instalments in accordance with these Terms or any claim by the Purchaser in respect of any one or more instalments shall not entitle the Purchaser to treat the Contract as a whole as repudiated.
(j) Standard delivery will be made by an 18 tonne vehicle. If Purchaser requests a smaller vehicle due to site restrictions the Company will use reasonable endeavours to source such a vehicle, but reserves the right to charge an additional charge for this service.
(k) Delivery will be to a loading bay or the entrance of the delivery address (curb-side). The Company is not responsible for the delivery of the Goods within the delivery address.

7. SUITABILITY / APPEARANCE OF GOODS
(a) All Goods sold or supplied by the Company are subject to a length and width tolerance of plus or minus 1mm for tiles. All other Goods to BS3655 (plus or minus 1.25%),
(b) Where stiletto heeled shoes are in use, Goods are liable to suffer damage from intense loading pressure, the Company therefore cannot be held responsible for any loss in appearance where such heels are in use.
(c) If the Company is required in writing to do so, it will use all reasonable endeavours to give sound advice as to the suitability of Goods required for a particular use of purpose, but for the avoidance of doubt, the Company does not represent or warrant the fitness of any Goods for any particular purpose or use, whether such use or purpose is known to us.

8. DELIVERY AND RISK
(a) Where the price quoted and accepted is for delivery at the nominated premises of the Purchaser or a third party such delivery shall be made on hard roads to a hard and safe draw-in site suitable for unloading during normal working hours on normal working days and it shall be the responsibility of the Purchaser to ensure that delivery can be effected in this manner.
(b) If it is agreed that the Company will deliver the Goods at the nominated premises of the Purchaser or a third party the Purchaser shall provide good firm level and cleared ground on which to stack the Goods. It shall be the responsibility of the Purchaser to ensure that the Goods are properly and safely stacked, stored and protected.
(c) It shall be the responsibility of the Purchaser to off-load the Goods at its expense and risk shall pass once the delivery vehicle arrives at the nominated premises of the Purchaser or a third party as appropriate.
(d) Where a price quoted and accepted is for collection of the Goods from the Company's premises it shall be the Purchaser's responsibility to arrange collection of the Goods in suitable and safe vehicles during normal working hours on normal working days and only after prior agreement with the Company. Risk shall pass upon commencement of the Goods being loaded on to the collection vehicle provided by the Purchaser or its agent and entry of the Purchaser's vehicles onto the Company's premises shall be at the Purchaser's risk.
(e) The Purchaser shall fully indemnify the Company in respect of any claims, liabilities, damages, costs and expenses made against or incurred by the Company by reason of damage caused to person or property and caused by the negligence of the Purchaser.
(f) If the Company stores Goods for the Purchaser then they shall be stored at the Purchaser’s risk and cost.

9. RETURN OF GOODS
Goods are not sold on a sale or return basis and cannot be returned once the Order has been dispatched from the Company's premises.

10. TITLE TO GOODS
(a) Notwithstanding delivery or collection of the Goods or of any documents relating to them the Company will remain the sole legal and beneficial owner of each item of the Goods. Title shall not pass to the Purchaser until payment in full has been made by it to the Company of:
(i) the price for the Goods; and
(ii) any other sums payable in respect of the Goods including without limitation, storage and delivery charges and interest (if any) payable hereunder; and
(iii) any other sums payable for other Goods previously or subsequently sold by the Company to the Purchaser.
(b) Until title of the Goods has passed to the Purchaser, the Purchaser shall:
(i) store the Goods (at no cost to the Company) separately from all other goods of the Purchaser or any third party in such a way that they remain identifiable as the Company's property;
(ii) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(iii) maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company.
(c) For the purpose of these Terms all Goods of the same description purchased by the Purchaser from the Company and subsequently used or sold by the Purchaser shall be deemed to have been used or sold on a 'first in first out' basis so that the Goods remaining unused or unsold are deemed to be the most recently purchased.
(d) The Purchaser is licensed to resell the Goods in the ordinary course of its business but such right may be revoked by the Company at any time.
(e) In the event that the Purchaser sells any item of the Goods in the ordinary course of its business prior to the Company receiving payment in full of such item the Purchaser shall hold on trust for the Company and shall account to the Company for the proceeds of sale of such item. All proceeds on trust for the Company shall be held in a clearly identifiable state in a separate account. The Purchaser grants an irrevocable licence to the Company its servants and agents to enter upon or into any land, buildings or vehicles where the Goods or part of them are situated to inspect the Goods, or where title has not passed, to retake possession of them. Upon request the Purchaser shall notify the Company of the location of any Goods which are the Company's property.
(f) For the avoidance of doubt it is expressly agreed that the Goods shall at all times be regarded as chattels. They will not become part of or attached to any other property (real or personal) by reason of them being laid down or stuck or affixed in any way.
(g) The Company is entitled to maintain an action for the price of the Goods even though the property in them may not have passed to the Purchaser.

11. CLAIMS FOR DEFECTIVE GOODS
(a) Whether the Goods have been delivered by the Company or have been collected by the Purchaser, the Purchaser shall immediately after off-Loading is completed (or at the earliest opportunity thereafter if there is no representative of the Purchaser available when the off-Loading of the Goods is completed) examine the Goods to check that the correct quantity has been delivered and as far as is apparent that they have no defects. If the Goods have been delivered by the Company and the Purchaser was present when off-Loading was completed and is satisfied with the Goods following their examination the Purchaser will on request by the delivery driver sign a receipt slip. If the Purchaser is not satisfied with the Goods following their examination the purchaser shall:
(i) if the defect is of fundamental importance immediately notify the Company that it refuses to accept the Goods and indicate the nature of its dissatisfaction; such notification must in every case be within 24 hours of delivery or collection and confirmed in writing, to the Company within 4 days thereof;
(ii) in all other cases indicate on any receipt slip used the nature of its dissatisfaction and confirm or indicate the same in writing to the Company within 4 days of delivery or collection; and (iii) always give the Company an opportunity to inspect the Goods concerned in the condition and location in which they were off-loaded,
(b) The Company requires all claims to be made by the Purchaser to the Company in writing as soon as possible and:
(i) claims in respect of short delivery or in respect of defects which are apparent on examination must be made in any event within 7 days of delivery:
(ii) claims in respect of defects which are not apparent on examination must be made in any event within 1 days of discovery;
(iii) time for making all such claims is of the essence of the Contract and the Company's liability shall be limited as set out in Condition 12.
(c) If the Purchaser shall fail to make such notification as is required under sub clause (a) and (b) above (whether by reason of his failure to carry out an inspection of the Goods supplied or otherwise) the Company shall have no liability whatsoever whether in contract tort or otherwise in respect of any error breach of contract or defect in relation to the quality, size, design and colour match of the Goods as referred to in sub clause (a) (b) above or in respect of any direct or indirect loss arising out of such purported error, breach of contract, or defect and the Purchaser shall remain liable to pay the full purchase price in respect of the Goods.
(d) The Purchaser shall not be entitled to reject the Goods or any part thereof by reason only of short delivery.
(e) Without prejudice to Condition 12, under no circumstances shall the Company be liable to the Purchaser for any claim arising out of:
(i) any description, samples, specification or other particulars relating to the Goods or their suitability for any particular purpose or for use under specific conditions unless they form part of the Contract;
(ii) technical information, recommendations, statements or advice given by or on behalf of the Company relating to the methods of fixing or installing the Goods.

12. WARRANTY AND INDEMNITY AND LIMITS ON CLAIMS
(a) Subject to the conditions set out below the Company warrants that the Goods will at the time of delivery correspond with any specification agreed with the Purchaser as set out in the Order Acknowledgment for Goods;
(b) The above warranty is given by the Company subject to it having no liability:
(i) in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal conditions of working or of use, failure to follow the Company's instructions (whether oral or in writing), or misuse of the Goods or if the Purchaser or any third party has effected modifications or repairs or faulty maintenance or installation or any other default by the Purchaser or any third party;
(ii) if the Purchaser fails to advise the Company of defective material prior to installation;
(iii) under the above warranty (or any other warranty, condition or guarantee) if total price for the Goods has not been paid by the due date for payment; and/or
(iv) in the event that the Goods suffer from colour or other minor variances or irregularities which habitually occur in products manufactured by the process used by the Company.
(C) SUBJECT AS EXPRESSLY PROVIDED IN THESE TERMS, ALL WARRANTIES, CONDITIONS OR OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. THE STATUTORY RIGHTS OF CONSUMERS ARE NOT AFFECTED BY THESE TERMS.
(d) Any claim by the Purchaser which is based on the matters referred to in Condition 11(a) or (b) shall be notified in the manner and within the time limits set out therein and if the Purchaser accepted the Goods and did not notify the Company of a claim in accordance with these Terms:
(i) the Purchaser shall not be entitled to reject the Goods; and
(ii) the Company shall have no liability; and
(iii) the Purchaser shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
(e) In the event that a valid claim is notified to the Company in accordance with condition 11 (a) or (b), the Company shall deliver or make available for collection as appropriate replacement Goods or at the Company's sole discretion refund to the Purchaser the price of the Goods.
(f) Except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Purchaser by reason of any representation, or any implied warranty, condition or other term, or any duly at common law, or under the express terms of the Contract or any advice or assistance given relating to the Goods or their handling installation use or disposal for any direct or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other
claims for direct or consequential compensation whatsoever (and whether caused by negligence of the Company, its employees or agents or otherwise) which shall arise out of or in connection with the supply of the Goods or their use or resale by the Purchaser and the Purchaser's sole remedy shall be as set out in condition 12(e)..
(g) The Purchaser shall indemnify the Company in respect of any claims, proceedings, liabilities, damages, costs and expenses of whatsoever nature made against or incurred by the Company and arising out of a failure by the Purchaser to observe the Company's instructions (whether oral or in writing) relating in any way whatsoever to the Goods.
(h) Where the Company manufactures Goods to a design provided or specified by the Purchaser (not being an existing design of the Company), the following provisions will apply:
(i) the Purchaser shall indemnify the Company against all damages, costs, claims, losses and expenses paid or incurred by the Company (including all sums paid by the Company in settlement of any claim or action) in consequence of the infringement or alleged infringement of patent, trademark, registered design, copyright or other legal rights of a third party; and
(ii) the Company shall be bound to transfer only such title to the Goods as it may have;
(i) The Company accepts no liability for shading, pile reversal or water marking, soiling, colour fading and any damage caused by the use of stiletto heels or other such footwear and the Purchaser acknowledges and accepts that all flooring can become subject to these matters.
(j) The Company accepts no liability for the matching of colours of any Goods ordered or installed by the Purchaser at different times.
(k) Without prejudice to the above, the Company shall not be liable in negligence, tort, contract or otherwise for damages in excess of the total price agreed in the Contract, even if the Purchaser’s loss or damage results from a fundamental breach or repudiation and even if further performance of the Contract is frustrated. The Purchaser shall also indemnify the Company against all actions, claims or demands by third parties in tort or otherwise arising directly or indirectly in connection with the Goods to the extent that the same exceeds the limitation of liability aforesaid.
(l) The terms of the Contract are in lieu of all conditions, warranties or other terms as to description, fitness for purpose, condition, merchantability, quantity or otherwise in respect of the Goods or packing, whether expressed in the Contract or implied by Common Law custom or statute and notwithstanding that such purpose or condition may be, may become or may have been known to the Company. The statutory rights of a Purchaser are not affected.

13. VARIATIONS IN FINISH/PRODUCT DEVELOPMENT
Whilst every effort is made to maintain continuity and consistency, the print and manufacturing processes involved do not make it possible to guarantee a colour match from batch to batch. The Company therefore recommends that all Goods for a single installation should be of the same batch. The Company will be under no liability whatsoever where there is a mismatching of Goods with the same colour description where such Goods are of different batches.
As part of the Company's commitment to continuous product development, it reserves the right to change product specification, design and/or colour range and/or materials without prior notice which in the reasonable opinion of the Company is of the same quality, performance and general description.

14. HEALTH AND SAFETY
The Purchaser shall observe the health and safety instructions (if any) issued by the Company and shall be solely responsible for and shall keep the Company indemnified against any claims, liability, damage, costs and expenses arising directly or indirectly from use of the Goods.

15. FORCE MAJEURE
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Purchaser (without liability to the Purchaser) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, act of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays in affecting carriers or inability or delay on obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 30 days, the Company shall be entitled to give notice to the Purchaser to terminate the Contract.

16. TERMINATION
(a) The Company may by notice in writing to the Purchaser terminate immediately any Contract if:
(i) the Purchaser shall commit any breach of the Contract which is not remedied within 14 days of such remedy being required.
(ii) the Purchaser commits an irremediable breach of Contract;
(iii) the Purchaser compounds with or negotiates any composition with its creditors generally;
(iv) being an individual the Purchaser shall die or have a receiving order made against him or commits an act of bankruptcy or enters into a voluntary arrangement; or
(v) being a Company the Purchaser shall call any meeting of its creditors or have a Receiver or Administrator appointed or enter into any liquidation.
(b) In the event of any such termination the Company shall in addition to exercising its rights to repossession of the Goods under Condition 10 of these Conditions be entitled by notice in writing to the Purchaser to declare immediately due and payable any amounts outstanding from the Purchaser to the Company under this or any other contract.
(c) The provisions of (a) and (b) above and the exercise by the Company of its rights thereunder are without prejudice to any other rights of the Company.

17. NO SET OFF
The Purchaser shall not without the written agreement of the Company be entitled to deduct or set off from any payment due pursuant hereto any claim for loss or expense alleged to have been incurred by the Purchaser by reason of any breach or failure to observe the provisions of this or any other contract by the Company and the Purchaser expressly waives any common law right of set off to which he may be entitled.

18. ASSIGNMENT
(a) The Company may assign the Contract or any part of it to any person, firm or company.
(b) The Purchaser shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

19. JURISDICTION
The construction validity and performance of the Contract shall be governed by the laws of England and Wales and any claim or dispute arising there from (including any non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English Courts.

20. LAMINATE PRODUCTS
Additional General Terms of Sale apply to Laminate products, copies of which are available on request and feature within the published Laminate Trade Price List.

21. WAIVER
No waiver by the Company or any breach of the Contract by the Purchaser shall be considered as a waiver of any subsequent breach of the same or any other provision of the Contract.

22. SEVERABILITY
If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provisions in question shall not be affected thereby.

23. SUB-CONTRACTORS
The Company shall be entitled to use sub-contractors to carry out its obligations under the Contract.

24. COMPANY DOCUMENTS
(a) Any documents issued by the Company to the Purchaser at any time containing texts, designs, specifications or drawings and all designs and methods of producing the Goods are confidential and are the property of the Company and shall not be copied reproduced or communicated to any third party by the Purchaser, his workmen or agents without the prior written agreement of the Company.
(b) The title to and copyright in all documents referred to in Clause 25(a) above shall remain the property of the Company and such documents, together with all copies must be returned to the Company immediately upon request at the cost and risk of the Purchaser.
(c) The Purchaser shall indemnify the Company in full against all other losses, costs, charges or expenses suffered or incurred by the Company as a result of any breach of confidentiality or other infringement of the intellectual property rights of the Company by the Purchaser howsoever occasioned.
Tarkett Limited, Lenham, Maidstone, Kent ME17 2QX Tel. 01622 854000 Credit Control Fax. 01622 854655