01. Definition of Terms

In these conditions, the following definitions apply to ensure a clear understanding of the agreement:

• "The Seller": Portway Building Materials, its subsidiaries, and authorized agents.
• "The Buyer": The person, firm, or company who accepts a quotation from the Seller or whose order for the Goods is accepted by the Seller.
• "The Goods": All materials, equipment, or services (including any installment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions.
• "Contract": The agreement for the purchase and sale of the Goods.
• "Business Customer": A Buyer who is purchasing Goods for purposes relating to their trade, business, craft, or profession.
• "Consumer": A Buyer acting for purposes which are wholly or mainly outside that individual’s trade, business, craft, or profession.

02. Basis of the Contract

2.1 All Goods are sold subject to these Conditions. These terms supersede any other terms, including those the Buyer may seek to impose via purchase order or correspondence.

2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorized representatives of the Buyer and the Seller (typically a Director).

2.3 Our employees or agents are not authorized to make any representations concerning the Goods unless confirmed in writing. In entering into the Contract, the Buyer acknowledges that it does not rely on any such unconfirmed representations.

2.4 Any typographical, clerical, or other error or omission in any sales literature, quotation, price list, or other document issued by the Seller shall be subject to correction without any liability on the part of the Seller.

03. Orders & Specifications

3.1 No order submitted by the Buyer shall be deemed accepted until confirmed in writing by the Seller or until the Goods are dispatched.

3.2 The Buyer is responsible for ensuring the accuracy of the terms of any order (including applicable specifications) and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract.

3.3 The quantity, quality, and description of the Goods shall be those set out in the Seller’s quotation (if accepted) or the Buyer’s order (if accepted by the Seller).

3.4 We reserve the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or E.U. requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.

04. Price of the Goods

4.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted, the price listed in the Seller’s published price list at the date of acceptance of the order.

4.2 Price Increases: The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labor, materials, or other costs of manufacture).

4.3 Except as otherwise stated under the terms of any quotation, all prices are given by the Seller on an "ex works" basis. Where the Seller agrees to deliver the Goods, the Buyer shall be liable to pay the Seller’s charges for transport, packaging, and insurance.

4.4 The price is exclusive of any applicable Value Added Tax (VAT), which the Buyer shall be additionally liable to pay to the Seller.

05. Terms of Payment

5.1 Subject to any special terms agreed in writing, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods.

5.2 Buyers without a credit account must pay for the Goods in full at the time of ordering. Trade Account holders must pay within 30 days of the date of the invoice.

5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

• Cancel the contract or suspend any further deliveries to the Buyer;
• Appropriate any payment made by the Buyer to such of the Goods as the Seller may think fit;
• Charge the Buyer interest on the amount unpaid at the rate of 8% per annum above the Bank of England base rate, until payment in full is made.

06. Delivery Logistics & Access

6.1 Delivery of the Goods shall be made by the Seller delivering the Goods to the place specified in the Buyer’s order. Standard delivery hours are between 7:30 am and 6:00 pm, Monday to Friday.

6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract.

6.3 Failed Deliveries: If the Seller is unable to deliver the Goods because the Buyer has not provided appropriate instructions, documents, licenses, or authorizations, or because the site is inaccessible, the Goods shall be deemed to have been delivered and the Buyer shall be responsible for any re-delivery or storage costs incurred.

6.4 Shortages: Any claim for shortages or damage in transit must be made in writing to the Seller within 3 working days of delivery.

07. Risk & Property (Retention of Title)

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery.

7.2 Notwithstanding delivery and the passing of risk, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.

7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected, and insured.

7.4 The Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

08. Liability & Claims

8.1 The Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery (unless otherwise stated by the manufacturer).

8.2 The above warranty is given by the Seller subject to the following conditions:

• The Seller shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, or failure to follow the Seller’s instructions.
• The Seller shall be under no liability under the above warranty if the total price for the Goods has not been paid by the due date for payment.

8.3 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods must be notified to the Seller within 7 days from the date of delivery.

8.4 Where any valid claim in respect of any of the Goods is notified to the Seller, the Seller shall be entitled to replace the Goods free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods, but the Seller shall have no further liability to the Buyer.

09. Insolvency of Buyer

9.1 This clause applies if the Buyer makes any voluntary arrangement with its creditors, becomes subject to an administration order, becomes bankrupt, or goes into liquidation.

9.2 If this clause applies, then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for, the price shall become immediately due and payable.

10. Special Terms for Consumers

10.1 If you are a Consumer, you have the right to cancel your Contract with us within 14 days of receiving the Goods without giving any reason (under the Consumer Contracts Regulations 2013).

10.2 To exercise the right to cancel, you must inform us of your decision by a clear statement (e.g., a letter sent by post or email).

10.3 Restocking Fees: For non-defective items returned by choice, a restocking fee of 25% of the gross value of the items will be deducted from your refund to cover handling and logistics costs.

10.4 You shall bear the direct cost of returning the Goods. If the Goods, by their nature, cannot normally be returned by post, we estimate that the cost will be a minimum of £100 per pallet/delivery.

11. General Provisions

11.1 Force Majeure: The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control (including strikes, lock-outs, or supplier defaults).

11.2 Notices: Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business.

11.3 Governing Law: The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.