NHBC Shop terms and conditions
Shop terms and conditions
These terms and conditions constitute a legally binding agreement made between the Customer and NHBC, concerning purchase of any products from NHBC through the NHBC Shop. By placing an order through the NHBC Shop, the Customer agrees that it has read, understood and agrees to be bound by all of these terms set out below.
Please note there are separate terms that govern the payment, cancellation and transfer fees for training courses (i.e. the trade talks, masterclasses, open courses). Read training course terms and conditions
These terms and conditions are in addition to NHBC Terms of website use, which also apply to any use of the National House-Building Council website which is used to host the NHBC Shop.
The Customer’s attention is drawn in particular to the provisions of clause 9.
1 Interpretation
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.6.
Contract: each Contract between NHBC and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from NHBC.
Force Majeure Event: has the meaning given in clause 10.
Goods: the goods (or any part of them) set out in the Order.
Order: Each Order by the Customer for the Goods, as set out in the purchase order form of the Customer.
NHBC: NHBC Services Limited (registered in England and Wales with company number 03067703), a wholly owned subsidiary of National House-Building Council registered in England and Wales with company number 00320874).
NHBC Shop: the shop provided by NHBC for the purchase of goods, which is hosted by National House-Building Council on the National House-Building Council website.
Warranty Period: has the meaning given in clause 5.3(a).
1.2 Construction. In these Conditions, the following rules apply:
a A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
b A reference to a party includes its personal representatives, successors or permitted assigns.
c A reference to legislation/statute or statutory provision is a reference to such statute/legislation or provision as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that legislation or statutory provision.
d Any words following the terms including, include, in particular or any similar expression shall be interpretedas illustrative and shall not limit the sense of the words preceding those terms.
e A reference to writing or written includes e-mails.
2 Basis of contract
2.1 These Conditions apply to each Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 Each Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of Each Order and any applicable Specification submitted by the Customer are complete and accurate.
2.3 Each Order shall be deemed to be accepted only when NHBC issues a written acceptance of the Order, at which point and on which date a Contract shall come into existence.
2.4 Each Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of NHBC which is not set out in the Contract.
3 Goods
3.1 The Goods are described in the catalogue of NHBC on the NHBC Shop.
3.2 NHBC reserves the right to amend the description of the Goods and repeat Customers of the same or similar Goods purchased from NHBC Shop should check the description of Good’s purchased previously on each occasion they place an Order.
4 Delivery
4.1 NHBC shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant reference numbers of the Customer and NHBC, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if any Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered. For more details on delivery, please refer to NHBC’s Delivery policy.
4.2 NHBC shall deliver the Goods to the United Kingdom location set out in each Order or such other location as the parties may agree (Delivery Location) at any time after NHBC notifies the Customer that the Goods are ready. NHBC reserves the right to levy reasonable additional charges for delivery outside of the United Kingdom as per NHBC’s Delivery policy.
4.3 Delivery of the Goods shall be completed on the arrival of the Goods at the Delivery Location.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. NHBC shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the failure of the Customer to provide NHBC with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If NHBC fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. NHBC shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the failure of the Customer to provide NHBC with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If the Customer fails to take delivery of the Goods within 3 Business Days of NHBC notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the failure of NHBC to comply with its obligations under the Contract in respect of the Goods:
a delivery of the Goods shall be deemed to have been completed at 9:00 am on the third Business Day following the day on which NHBC notified the Customer that the Goods were ready; and
b NHBC shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 If 10 Business Days after the day on which NHBC notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, NHBC may resell or otherwise dispose of part or all of the Goods.
4.8 NHBC may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5 Quality
5.1 NHBC warrants that on delivery the Goods shall:
a conform in all material respects with their description;
b be free from material defects in design, material and workmanship;
c be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
d be fit for any purpose held out by NHBC.
5.2 The Customer will within 2 Business ays of taking delivery of Goods inspect them for conformance with their description and for any sizable signs of defects.
5.3 Subject to clause 5.4, if:
a the Customer gives notice in writing to NHBC during the period of 12 months from the date of delivery (Warranty Period) within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
b NHBC is given a reasonable opportunity of examining such Goods; and
c the Customer (if asked to do so by NHBC) returns such Goods to the place of business of NHBC at the cost of NHBC,
d NHBC shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.4 NHBC shall not be liable for failure of the Goods to comply with the warranty set out in clause 5.1 in any of the following events:
a the Customer makes any further use of such Goods after giving notice in accordance with clause 5.3; or
b the defect arises because the Customer failed to follow the oral or written instructions of NHBC as to the storage, commissioning, installation, use and maintenance of the Goods and/or (if there are none) good trade practice regarding the same; or
c the Customer alters or repairs such Goods without the written consent of NHBC; or
d the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
e the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.5 Except as provided in this clause 5, NHBC shall have no liability to the Customer in respect of the failure of the Goods to comply with the warranty set out in clause 5.1.
5.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.7 These Conditions shall apply to any repaired or replacement Goods supplied by NHBC.
6 Title and risk
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the earlier of:
a NHBC receives payment in full (in cash or cleared funds) for the Goods and any other goods that NHBC has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums; and
b The Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
a store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the property of NHBC;
b not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
c maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
d notify NHBC immediately if it becomes subject to any of the events listed in clause 8.2; and
e give NHBC such information relating to the Goods as NHBC may require from time to time
6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before NHBC receives payment for the Goods. However, if the Customer resells the Goods before that time:
a it does so as principal and not as the agent of NHBC; and
b title to the Goods shall pass from NHBC to the Customer immediately before the time at which resale by the Customer occurs.
6.5 If before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clause 8.2 then, without limiting any other right or remedy NHBC may have:
a The Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
b NHBC may at any time:
i require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
ii if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7 Price and payment
7.1 The price of the Goods shall be the price stated in the NHBC Shop when an Order is placed.
7.2 NHBC reserves the right to amend the price of the Goods and repeat Customers of the same or similar Goods purchased from NHBC Shop should check the price on each occasion they place an Order.
7.3 NHBC may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
a any factor beyond the control of NHBC (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); or
b any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
c any delay caused by any instructions of the Customer or failure of the Customer to give NHBC adequate or accurate information or instructions.
7.4 The price of the Goods excludesthe costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to and be payable by the Customer.
7.5 The price of the Goods excludes amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from NHBC, pay to NHBC such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
7.6 NHBC may invoice the Customer for the Goods on or at any time after the completion of delivery.
7.7 The Customer shall pay the invoice in full and in cleared funds by the end of the month following the month the invoice was dated. Payment shall be made to the bank account nominated in writing by NHBC. Time of payment is of the essence.
7.8 If the Customer fails to make any payment due to NHBC under each Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the base rate of the Bank of England from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
7.9 The Customer shall pay all amounts due under each Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). NHBC may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by NHBC to the Customer.
8 Termination and suspension
8.1 If the Customer becomes subject to any of the events listed in clause 8.2, NHBC may terminate any Contract with immediate effect by giving written notice to the Customer.
8.2 For the purposes of clause 8.1, the relevant events are:
a the Customer takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its asset;
b (being an individual) the Customer is the subject of a bankruptcy petition or order;
c any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2(a) and clause 8.2(b) (inclusive);
d the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
e the financial position of the Customer deteriorates to such an extent that in the opinion of NHBC the capability of the Customer to adequately fulfil its obligations under each Contract has been placed in jeopardy; and
f (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
8.3 Without limiting its other rights or remedies, NHBC may suspend provision of the Goods under each Contract or any other contract between the Customer and NHBC if the Customer becomes subject to any of the events listed in clause 8.2(a) to clause 8.2(c), or where the Customer is a company or legal entity, NHBC reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
8.4 On termination of each Contract for any reason, the Customer shall immediately pay to NHBC all of the outstanding unpaid invoices and interest of NHBC.
8.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
8.6 Clauses which expressly or by implication survive termination of each Contract shall continue in full force and effect.
9 Limitation of liability
9.1 Nothing in these Conditions shall limit or exclude the liability of NHBC for:
a death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or
b fraud or fraudulent misrepresentation; or
c breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
d defective products under the Consumer Protection Act 1987; or
e any matter in respect of which it would be unlawful for NHBC to exclude or restrict liability.
9.2 Subject to clause 9.1:
a NHBC shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of sales or business, loss of use or corruption of software, data or information, damage to goodwill or any indirect or consequential loss arising under or in connection with the Contract; and
b the total liability of NHBC to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Goods.
10 Force majeure
10.1 Neither party shall be liable for any failure or delay in performing its obligations under each Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
11 General
11.1 Assignment and other dealings.
a NHBC may at any time assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
b The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under each Contract without the prior written consent of NHBC.
11.2 Notices.
a Any notice or other communication given to a party under or in connection with each Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first- class post or other next working day delivery service, commercial courier, fax or e-mail.
b A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2(a); if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, at the time of transmission, or if this time falls outside of Business Hours in the place of receipt, when Business Hours resume.
c The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
11.3 Severance.
a If any provision or part-provision of each Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part- provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
b If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.4 Waiver. A waiver of any right or remedy under each Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under each Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.5 Third party rights. A person who is not a party to each Contract shall not have any rights to enforce its terms.
11.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by NHBC.
11.7 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
11.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).