ROOFING AND INSULATUION SERVICES STANDARD TERMS AND CONDITIONS COVERING SALES ORDER CONTRACTS, QUOTATIONS AND GUARANTEES

1 DEFINITIONS - In this document the following words shall have the following meanings:

1.1 “Company” means Roofing and Insulation Services of Woodside, Stafford, ST18 9SY

1.2 "Customer" means the person who buys Rigid Foam, Roof Services and Goods from the Company. “Domestic Customer” is work on a customer’s private residential dwelling; all other customers are “Commercial”.

1.3 "Goods" and “Services” means the installation of Rigid Foam and any associated works including but not limited by roof windows, roof lights, loft ladders, roof repairs, new roof, re-roof spray foam kits that the Customer agrees to buy from the Company.

1.4 “Order Price” means the price agreed for the installation of rigid foam and services between the Customer and the Company.

1.5 "Terms and Conditions" means the terms and conditions of quotation, sale and guarantee set out in this document and any special terms and conditions agreed in writing by the Company.

2 GENERAL

2.1 These Terms and Conditions shall apply to all Sales, Quotations and Guarantees by the Company to the Customer and shall prevail over any other documentation or communication in any form whatsoever from the Customer.

2.2 This contract is subject to a technical and health and safety assessment that the Installation Manager makes for the Company. If the Installation Manager deems the property not suitable for the installation of rigid foam or only at a cost greater than quoted or agreed previously in writing, the Company will either: a) change the work schedule with your agreement to exclude technically unfeasible items (e.g. spray to felt rather than spray to tile) b) offer the customer an additional work schedule and order price or c) if the work is not technically feasible explain to the Customer why; d) in the case of c withdraw from the contract; e) in the case of c refund the Customer’s deposit save where the Customer has contracted the Company for ‘spray only’ with no or nominal remedial repairs. Otherwise, the deposit is set against costs and the balance, if any, is refunded. Any refunds due, if any, are paid at the end of the calendar month following.
2.3 All orders for goods and services to be rendered by the Company to the Customer shall be deemed to be an offer by the Customer to purchase Goods and Services pursuant to these Terms and Conditions and are subject to acceptance by the Company. The Company may choose not to accept an order for any reason. The Company may use subcontractors for all or parts or none of the contract at its sole discretion.
2.4 Acceptance of the Sale Contract by the Customer can either be verbally, in writing, by email, by fax, by telephone, by signed order form or where it is the clear intent of the Customer to buy such that the Company books an installation date with the Customer. In all cases it shall be deemed conclusive evidence of the Customer’s acceptance of these Terms and Conditions and the written Quotation and the Contract Price.
2.5 Any variation to these Terms and Conditions and the quoted Contract Price shall be inapplicable unless expressly agreed in writing by the Company and duly authorised and signed by a Director or Partner.
2.6 The Customer must not rely upon any representation or promise or variation of the Company's standard contract terms or prices made by the Company's Agents or operatives or other staff unless it is expressly incorporated in this contract by the Company and in writing and duly signed by a director or partner of the Company. The Company’s written quotation will be the final basis of the scope of works and the Contract Price and cannot be varied ex post unless by Company agreement in writing.

2.7 All written material supplied to the Customer, including quotations, letters, emails, faxes, documents, is in confidence and remains Copyright of the Company and must not be shared or given to any third parties in any form whatsoever. If  any written material is past to third parties, including quotations verbally shared, the Customer agrees to pay a fee of £750.00 which may be refunded against an installation order up to 2 months from the quotation date.

2.8 In fulfilment of the Sales Order Contract time will not be of the essence and the Company has freedom to change any previously agreed installation date and the length of time needed to complete a contract.

3 PRICE AND PAYMENT
3.1 The Net Order Price is exclusive of VAT and taxes that the United Kingdom Government may deem to be applied. The Total Order Price may be offered by the Company “VAT free” to the Customer and the

Company will then pay the VAT liability due. VAT is legally accounted for by netting down the order price agreed and hence the invoice will show the Total Payable Price as the “VAT free” price agreed.
3.2 Payment of the balance of the Total Order Price must be paid in full upon the day the installation is completed. Deposits and stage payments will be taken into full account against the Total Order price.

3.3 The Customer hereby agrees that the Company in the performance of this contract will create an interest in the Customer's property which will remain until any debt owed to Company has been paid in full.

3.4 If full payment is not made on completion of work, the outstanding balance will carry an interest rate of 10% above the then current lending rate of Barclays Bank PLC, accruing on a daily basis.

3.5 Cheques are to be made to the Company in the name of “Roofing and Insulation Services” and cash should not be offered for payment unless a written receipt is provided by a Director of the Company.

3.6 No guarantee will be in force until payment has been made in full and irrespective of any guarantees that may have been issued. Part payment, whatever the circumstances, renders the guarantee null and void.

3.7 All Company promotional offers, including free offers, are conditional on an order for spray foam being placed. None or part payment of a spray foam order renders all offers null and void and the value of the offer or the open market value of a free offer will then be invoiced for payment. A promotional offer or a free offer may not be substituted and cannot be redeemed against the value of any order placed.

3.8 Payment terms, unless varied in writing, are payment to be made on the day the contract is completed. In all cases payment must be made within 7 days of date of invoice to prevent legal action.

3.9 The Company offers no credit terms unless specifically in writing on Company headed paper and duly signed by a Senior Partner or Director.

3.10 VISA or MasterCard credit or debit card payments are at the sole discretion of the Company and in all cases a 3% processing fee will be charged. All other types of credit or debit cards are not accepted.

3.11 Title to all materials supplied will pass to the Customer when full payment has been made to the Company and upon payment it will be deemed that the Customer is fully satisfied with all work carried out.

4 INSTALLATION

4.1 Weather conditions and the availability of supplies and materials may affect the planned installation and finish dates. The date of installation is not a condition of the contract and may be varied by the Company. The Company will use its best endeavours to keep to a given installation date as far as possible and within a reasonable time. The Company assumes no liability if for any reason the installation dates are changed or delayed. The Customer agrees not to make any commitments that rely on the installation date or estimated finish date being fulfilled or hold the Company liable for any such commitments. The Company will not be liable for any expenses, losses, costs, or damages incurred by the Customer or any third party or consequential loss to any party out of any failure to meet an installation or completion date.

4.2 The Customer will provide all required access to enable installation to be made, allow uninterrupted access whilst work is in progress and ensure operatives have access to toilet facilities whenever required.

4.3 The Customer will ensure that they are responsible for the Heath and Safety of themselves and their household and their operatives or workforce or animals as applicable and not interfere with or touch machinery, or use hose lines, spray guns, chemicals, ladders, scaffolding or any equipment or materials on or off the vehicle(s) or in the vicinity of the works. Animals, children and minors must be kept well away from the works and equipment. Non Company personnel must be at least 30 metres away from the sprayer, hose lines and all equipment at all times.

4.4 The Customer will ensure that all items/goods/possessions in the property in the vicinity of the works are either removed before commencement of works or otherwise protected from overspray. It is the Customer’s responsibility to mask the area if so required. Items not so protected are at the risk of the Customer. The Company operatives may help to move possessions but this is entirely at the risk of the Customer.

4.5 The Customer shall ensure that all vehicles, equipment of any kind, alarm and sprinkler systems, cabling, plumbing systems, carpets, furniture and all movable objects are not allowed to be in such a place that they may be damaged by the overspray or protective finishes or falling debris or tiles. Clear and uninterrupted access to the area to be sprayed must be provided by the Customer. Any delay is chargeable at the rate of £85.00 per hour. Objects, alarm, sprinkler system etc. not removed or so protected are at the risk of the Customer. The Company accepts no liability for overspray and the Customer must mask the job accordingly.

4.6 To avoid doubt, all brickwork, pointing, rendering, timber, tile/slate longevity, roof movement, subsidence and spread are not guaranteed against. Future cracking or chipping of slates/tiles is not guaranteed against. Items not renewed are not guaranteed. Existing materials, leadwork and roof structure are not guaranteed. Roof movement, however caused (e.g. subsidence and structural decay), that may damage the foam and cause tiles/slates to crack and the roof to leak is not guaranteed against. Safe and accessible areas only will be sprayed. Whilst done as best as possible, 100% foam coverage is not guaranteed when spraying into skillings, voids and other ‘blind’ areas. The Company accepts no liability for movement or cracking of surfaces and linings or anything attached to the foam.

4.7 Customer complaints regarding damage alleged to have been caused by the Company to property or contents must be received in writing by the Company within 7 days after completion of installation.
4.8 The Customer is responsible for the removal prior to the install, of ceilings, skillings, boards, possessions, timber, anything blocking access to an area to be sprayed, general rubbish etc that may prevent the spray application of foam unless agreed in writing by the Company.

4.9 The Customer will ensure that all alarm systems, sprinkler systems, computer systems, cabling, wiring, lighting, electrical systems, water, tanks and plumbing systems are either disabled, or protected from all work connected with the installation. The Company is not liable for any damages or consequential loss should any alarm, sprinkler, or any other system that is not disabled/protected be triggered during the installation.

4.10 The Customer will ensure that a place of safe parking is available for a large van within 10 metres of the job and that any necessary parking permits are obtained and paid for by the Customer.

4.11 The Customer is responsible for all matters and risks that relate to Permits, Conservation, Planning Approval, Building Regulations and Building Control, other trades or professional advisors engaged, and should seek professional advice on any work the Company is to do if these matters need to be addressed before the installation date. The Company accepts no liability for any Customer sales order or instruction that is incorrect or does not meet or comply with Building Regulations or Planning Permissions. Any advice or information offered by the Company, written or otherwise, is offered in good faith but the Customer must have this checked by a professional advisor (e.g. qualified RICS surveyor) and the Company accepts no liability for any such information or advice.

4.12 Any debris and rubbish resulting from the installation (e.g. stripped out roofing felt, broken tiles etc) will, unless otherwise agreed, be neatly stacked and left for the Customer to dispose of.

4.13 Any Customer supplied measurements and areas will be accepted in good faith but if under measured the Company will pro rata quotation rates on the invoice to the actual surface area sprayed or adjust the nominal depth downwards or both.

4.14 Risk in the installation shall pass to the Customer upon installation completion and the Company cannot from that time be held to any further liability or consequential loss however so caused.

5 CANCELLATION

5.1 A Domestic Customer has statutory rights and has a penalty free seven day Cooling Off cancellation period. Cancellations must be in writing by the Customer and sent by post, fax or email and be received no later than day 8 from date of agreement be that verbal or signed order. Commercial contracts have no general right to cancel and there is no cooling off period for commercial contracts. Once mobilised and no other work is substitutable the penalty payable for cancellation (domestic and commercial) is 25% of the contract value.

5.2 The Company may cancel the contract under item 2 General above or where the Company deems there is a complete breakdown in the trust, working and harmonious relationship with the Customer, or agents used by the Customer, and in all cases cancel without penalty or liability or reason to the Customer.

5.3 Any and all costs associated with contract cancellation outside of statutory rights will be borne by the Customer. All promotional offers, free or otherwise, are cancelled in full but if already rendered the Customer must pay the full open market value. Any works or attendance made before cancellation will be invoiced for payment including promotional offers, free or otherwise, surveys and expenses incurred in quotation preparation and offers provided.

6 GUARANTEES
6.1 The Company will provide a written 25 Year combined Rigid Foam Guarantee and Installation Certificate after payment has been made in full. None payment or part payment only, renders any issued guarantee null and void. The guarantee must be signed by an authorised agent of the Company. The Rigid Foam Guarantee and Installation Certificate is specifically and limited to the foam product installed and does not guarantee against and prevent any future roof maintenance, leaks or cracks.

6.2 The installed foam appearance is not guaranteed; spray foam is not meant as a decorative product. Overspray (whilst minimised) on surrounding materials and possessions is not guaranteed against. The foam depth is nominal and is not guaranteed to an absolute exact or even depth. Current, future weathering and aging of roof tile/slate/leadworks/other materials sprayed is not guaranteed against. Bonding of all tiles/slates or other materials by spray foam is not guaranteed particularly in inaccessible areas.

6.3 Call outs instigated by the Customer for matters which transpire to be outside of the Guarantee will be subject to a minimum charge of £350.00 plus VAT.

6.4 Any guarantees issued can only be varied by the Company and not its agents or employees and only in writing on Company letter headed paper and duly signed by a senior Partner or Director.

6.5 The Guarantee is specifically not a guarantee against any future maintenance of any material or substrate sprayed and does not guarantee against perils covered by typical buildings insurance.

7 LIMITATION OF LIABILITY
7.1 The Company shall not be liable under any circumstances to the Customer or any third party for any indirect or consequential loss of profit, consequential or other economic loss suffered by the Customer howsoever caused, including but not limited by, as a result of any negligence, workmanship, breach of contract, misrepresentation, failed product, consequential damage, failed service or otherwise.

8 FORCE MAJEURE
8.1 The Company will not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, weather, strikes, lock outs, accidents, riots, national emergency, war, fire, breakdown of plant or machinery or shortage or unavailability of materials.

9 SEVERANCE
9.1 If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated. These Terms and Conditions do not remove, nor are intended to remove, all rights in Law for both the Company and the Customer.

10 GOVERNING LAW AND JURISDICTION
10.1 These Terms and Conditions shall be governed by and construed in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.