General Terms & Conditions

1. Definitions
1.1 In these Terms, the following definitions apply:
AFG Report means the report or confirmation issued by Dycem following successful completion of the AFG Services;
AFG Services means the services that Dycem may carry out in respect of Products installed by Dycem to check performance (as determined by Dycem at its absolute discretion);
Branded Products means Products supplied by Dycem and branded by way of the Branding Services;
Branding Services means the branding services supplied by Dycem (or its subcontractors as applicable) in relation to the Products so that Customer specific branding or artwork is applied to such Products to create Branded Products;
Contract means the contract between Dycem and the Customer for the sale and purchase of the Products and Services on, and in accordance with, these Terms;
Customer means the person or company to whom Dycem sells and who purchase from Dycem the Products and/or Services;
Delivery has the meaning in set out in clause 5.1;
Delivery Date(s) means the date(s) specified in the Order for supply of the Products and/or Services or as agreed between the parties;
Delivery Location means the location as is set out in the Order, or such other location as the parties may agree;
Force Majeure Event means an event beyond the reasonable control of a party;
Dycem means Dycem Limited of Unit 2-4 Ashley Trading Estate, Ashley Parade, Bristol, BS2 9BB (company number: 03239439);
Products means the products identified in the Order supplied in accordance with any Specification and any other products from time to time agreed to be supplied;
Order means the Customer’s written order for the Products in whatever form confirming agreement to the commercial terms contained in Dycem’s quotation and where such order does not set out the commercial terms, the terms shall be deemed to be as specified in the quotation supplied by Dycem in respect of Products/Services;
Relevant Laws means any statute, regulation, mandatory code of practice or other similar instrument including in any jurisdiction from which the Products/Services are provided or in which any Products/Services are received which relate to the performance of the Contract;
Rental Products means anti-contamination mats or any other Products which are hired to the Customer subject to these Terms;
Sanctions means any Relevant Laws relating to economic or financial, trade, immigration, aircraft, shipping or other sanctions, export controls, trade embargoes or restrictive measures from time to time imposed, administered or enforced by a relevant authority.
Services means the services to be provided by Dycem to the Customer, as set out in the Order including site survey/measurement and installation, Branding Services and AFG Services together with any other agreed services (as applicable);
Specification means the specification for the Products and/or Services as set out in the Order or agreed in writing and including any measurements provided by the Customer or taken by Dycem, its employees, representatives or authorised subcontractors or any proofs supplied by Dycem and agreed by the Customer; and
Standard Products means non-slip products and (where applicable) anti- contamination mats sold to Customers.
2. Basis of Contract
2.1 These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 The Order is an offer by the Customer to contract on these Terms.
2.3 The Order shall only be deemed accepted, and the Contract shall come into existence on, the earlier of Dycem issuing a written acceptance of the Order or on Delivery of the Order, at which point and on which date the Contract shall come into exist.
2.4 Any samples, drawings, descriptive matter or advertising issued by Dycem and any descriptions of the Products or illustrations or descriptions of the Services contained in Dycem’s catalogues or brochures or on its website are issued or published for the sole purpose of giving an approximate idea of the Products and Services described in them. They shall not form part of the Contract nor have any contractual force.
2.5 Any quotation given by Dycem shall not constitute an offer and is only valid for a period of 30 days from its date of issue.
2.6 All of these Terms shall apply to the supply of both Products and Services except where application to one or the other is specified.
3. Quality
3.1 Products and Services shall materially comply with all applicable Relevant Laws and conform to any Specification.
3.2 Dycem warrants that Products shall be free from material defects in design, material and workmanship, be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by Dycem from and including the Delivery Date and for a period of:
   (a) 12 months in respect of Standard Products (including where Branding Services have been applied); or
   (b) 12 months in respect of Products installed by Dycem or by a Dycem approved party; or
   (c) 6 months in respect of Products installed by a third party other than a Dycem approved party.
3.3 Where AFG Services are carried out by Dycem, Dycem may extend the warranty period in writing following its issue of an AFG Report. If a party other than Dycem carries out services akin to the AFG Services no warranty extension shall be granted or extended.
3.4 Dycem shall not be liable for a Products’ failure to comply with any warranty set out in clause 3.2 if the Customer:
   (a) makes further use of the Products after giving notice of a defect;
   (b) failed to follow Dycem’s (written or oral) instructions for storage, installation, use and maintenance of the Products and this directly or indirectly causes the defect;
   (c) causes the defect to arise as a result of any drawing, design, measurement or Specification it supplied to Dycem;
   (d) alters/repairs the Products without written consent of Dycem;
   (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
   (f) the Products differ from the Specification as a result of changes made to ensure they comply with Relevant Laws.
3.5 If the Products fail to comply with the warranty set out in clause 3.2, subject to clause 9.2; Dycem’s only liability to the Customer is set out in clause 4.
3.6 Dycem warrants that any Services shall be provided with reasonable care and skill.
4. Acceptance and Remedies
4.1 The Customer may reject any Products/Services that do not comply with clause 3, provided that written notice of rejection is given to Dycem within 7 working days of Delivery for a visually apparent defect and within a reasonable time of a latent defect having become apparent.
4.2 Upon Dycem receiving notice of the defect and being given a reasonable opportunity for examination, Dycem shall, at its option, repair or replace any Products/Services found to be defective, or refund the price of such defective Products/Services in full.
4.3 Once Dycem has complied with clause 4.2, subject to clause 9.2, it shall have no further liability for the Products’ failure to comply with clause 3.2.
4.4 The Customer shall be deemed to have accepted the Products/Services unless it gives a notice of rejection in writing.
4.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the extent permitted by law, excluded from the Contract.
5. Delivery, Risk and Title
5.1 Dycem shall deliver the Products to the Delivery Location (“Delivery”).
5.2 Time for Delivery will not be of the essence. Dycem will use its reasonable endeavours to meet any Delivery Dates but subject to Dycem having used such endeavours, it will not be liable to the Customer for any failure to meet such dates.
5.3 Dycem shall not be liable for any delay in Delivery of the Products caused by a Force Majeure Event or failure of the Customer to provide adequate delivery instructions.
5.4 Delay in Delivery shall not entitle the Customer to refuse to take delivery of the Products, claim damages or terminate this Contract.
5.5 If Dycem fails to deliver the Products, subject to clause 9.2, its liability shall be limited to refunding the Customer the cost of the Products.
5.6 Delivery of the Products shall be effected on completion of the unloading of the Products at the Delivery Location.
5.7 The Customer shall sign Dycem’s delivery note on receipt of a Delivery.
5.8 Where Products are agreed to be delivered in instalments, each delivery will constitute a separate contractual obligation, such that failure by Dycem to deliver any one or more of the instalments in accordance with these Terms will not give the Customer the right to treat the whole Contract as repudiated.
5.9 Risk in the Products shall pass to the Customer on completion of Delivery. Title to the Products shall pass to the Customer when Dycem receives payment in full for the Products (excluding Rental Products).
5.10 Until title to the Products has passed to the Customer, the Customer shall:
   (a) store the Products separately from all other goods held by the Customer so that they remain readily identifiable as Dycem’s property;
   (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
   (c) maintain the Products in satisfactory condition and keep them insured against all risks for their full price on Dycem’s behalf from the Delivery Date;
   (d) notify Dycem immediately if it becomes subject to any of the events listed in clauses 11.1(a) to 11.1(d) (inclusive); and
   (e) give Dycem such information and documentation as Dycem may reasonably require from time to time relating to the Products.
5.11 At any time before title to the Products passes to the Customer, Dycem may require the Customer to promptly deliver up all Products in its possession that have not been irrevocably incorporated into another product, and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.
6. Supply of Services
6.1 Dycem shall use its reasonable endeavours to provide the Services in accordance with the Contract in all material respects.
6.2 Dycem shall use its reasonable endeavours to meet any performance dates specified in the Order but time for performance of the Services shall not be of the essence of this Contract.
6.3 Subject to clause 9.2; Dycem shall not be liable for any delay in any performance of the Services caused by a Force Majeure Event or where its performance is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation.
6.4 The Customer shall cooperate with Dycem in relation to the Services and provide such information as Dycem may reasonably request to carry out the Services in a timely manner.
6.5 The Customer shall provide Dycem, its employees, agents, consultants and subcontractors, with access to its premises and other facilities as reasonably required by Dycem to provide the Services including for any site survey or installation of Products and the Customer shall ensure such premises are suitably prepared, level and cleared of furniture, dust and debris prior to any such installation.
7. Branding Services
7.1 Where the Customer requires Branding Services:
   (a) the parties shall work together to agree the artwork;
   (b) prior to printing Dycem shall submit to the Customer a proof of the design for the Branded Products, for Customer approval (such approval not to be unreasonably withheld, conditioned or delayed). Once approved in writing by the Customer this proof shall form the Specification for the Order;
   (c) in instances where the Customer reasonably rejects the proof, the parties shall work together to create a proof acceptable to the Customer (such acceptance not to be unreasonably withheld, conditioned or delayed) and the Customer shall not be charged for the production of a proof provided it does not conform to the Order; and
   (d) the parties shall agree an appropriate Delivery Date in respect of Branded Products once the Specification has been agreed (such agreement not to be unreasonably withheld, conditioned or delayed).
7.2 The Customer grants to Dycem for the duration of the Contract, a non-exclusive, royalty free licence to use and apply the Customer’s intellectual property (IP) on the relevant Products. In doing so the Customer warrants that it is entitled to licence Dycem and its subcontractors with the relevant IP of the Customer for this purpose and there are no disputes or proceedings, pending or threatened, which relate to the Customer’s IP which could affect the use envisaged by the Contract. Dycem retains the right to refuse to incorporate any content it deems inappropriate as part of the Branding Services.
7.3 The licence granted to Dycem as set out at clause 7.2 carries the right to grant sub-licences to its subcontractors who may carry out the Branding Services on Dycem’s behalf. Such sub-licences shall be on the same terms as set out in these Terms.
7.4 Branded Products may also feature Dycem IP. All Dycem IP shall remain owned by Dycem or its licensors at all times and the Customer shall have no right, title or interest in them.
7.5 The Customer shall indemnify Dycem against all liabilities, costs, expenses, damages and direct losses (including but not limited to any direct losses, and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Dycem arising out of/in connection with any claim made against Dycem for (i) actual or alleged infringement of a third party’s IP in relation to the supply or use of Branded Products, or (ii) any breach, failure or delay by the Customer to comply with any Relevant Laws or Sanctions.
8. Rental Products
8.1 Where Rental Product(s) are hired to the Customer, Dycem shall supply them in consideration of the annual rental fee specified in the Order which may be payable by instalments (where agreed in writing).
8.2 The Rental Product(s) shall at all times remain the property of Dycem and the Customer shall have no right, title or interest in them.
8.3 The risk in the Rental Product(s) shall pass to the Customer on Delivery and shall remain with the Customer until such Rental Product(s) are returned to Dycem.
8.4 The Customer may elect to return the Rental Product(s) to Dycem and receive replacement Rental Product(s) in circumstances where 3 months have elapsed since Delivery and in the Customer’s reasonable opinion, the performance of the Rental Product has diminished since Delivery. This service is included in the annual fee.
8.5 The Customer shall arrange for recorded or another form of “signed for” delivery of Rental Products returned to Dycem unless otherwise agreed by Dycem in writing.
8.6 Dycem will use reasonable endeavours to agree a date and time for Delivery for replacement of Rental Product(s) with the Customer but shall not be obliged to deliver a replacement Rental Product until it has taken delivery of the replaced Rental Product.
8.7 The Customer will use the Rental Products at the site specified in the Order (or such other site as agreed by Dycem).
8.8 To enable Delivery and replacement of Rental Products, the Customer will provide all requisite facilities and access to enable Delivery to be carried out safely and expeditiously.
8.9 The Customer shall be responsible for fitting and removing the Rental Products (as appropriate).
8.10 During any rental period, the Customer shall:
   (a) ensure that the Rental Product(s) are kept in an appropriate environment at the site specified in the Order (or such other site as agreed by Dycem);
   (b) maintain (at its own expense) the Rental Product(s) in good and substantial repair in order to keep it in good operating condition (fair wear and tear only excepted), and shall repair any material damage to the Rental Product(s);
   (c) keep Dycem informed of all adverse matters relating to the Rental Product(s);
   (d) not allow the creation of any mortgage, charge, lien or other security interest in respect of the Rental Product(s);
   (e) not do or permit to be done any act or thing which will adversely jeopardise the right, title or interest of Dycem in the Rental Product(s);
   (f) a
9. Limitation of Liability
9.1 References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.2 Nothing in the Contract limits or excludes any liability for:
   (a) death or personal injury caused by negligence;
   (b) fraud or fraudulent misrepresentation;
   (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
   (d) defective products under the Consumer Protection Act 1987; or
   (e) any liability that legally or lawfully cannot be limited or excluded.
9.3 Subject to clauses 9.2; Dycem shall not be liable to the Customer for any:
   (a) loss of profit;
   (b) loss of sales or business;
   (c) loss of agreements or contracts;
   (d) loss of anticipated savings;
   (e) loss of use or corruption of software, data or information;
   (f) loss of or damage to goodwill; and
   (g) indirect or consequential loss arising under or in connection with the Contract howsoever arising.
9.4 Subject to clauses 9.2 and 9.3; Dycem’s total liability to the Customer for shall not exceed the total sums paid by the Customer and received by Dycem for the Products and/or Services under this Contract.
10. Price and Payment
10.1 The price of the Products or Services shall be set out in the Order and shall exclude VAT and delivery and shipping charges.
10.2 Dycem reserves the right to charge a surcharge where Products are required at short notice (and any such surcharge shall be as set out in the Order).
10.3 Dycem may invoice the Customer on or at any time after Services completion or Delivery (as applicable).
10.4 The Customer shall pay in full and cleared funds, correctly rendered invoices within 30 days of the date of the invoice.
10.5 Payment shall be made in GBP unless otherwise specified in the Order or confirmed in writing by Dycem.
10.6 If a party fails to make a payment under this Contract by its due date, such party shall pay interest on the overdue amount at the rate of 4% per annum above the base rate of Santander UK plc and if the Customer fails to make any payment Dycem may also suspend all further deliveries of Products/Services until payment is received in full.
10.7 The Customer shall pay all amounts due under the Contract in full without set-off, counterclaim deduction or withholding.
10.8 Dycem may at any time set off any amount owed to it against any amount payable by Dycem to the Customer.
11. Termination
11.1 Either party may terminate this Contract immediately by serving written notice to that effect on the other party if at any time any one or more of the following events occurs:
   (a) the other party makes any voluntary arrangement with its creditors or becomes bankrupt or enters administration or goes into liquidation (otherwise than for the purposes of solvent amalgamation or reconstruction); or
   (b) a security holder takes possession, or a receiver or administrative receiver is appointed, over all or any material part of the property or assets of the other party; or
   (c) anything analogous to any of the foregoing occurs to the other party under the law of any jurisdiction; or
   (d) the other party ceases to carry on business, or the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; or
   (e) the other party commits a material breach of any of the provisions of this Contract and in the case of a breach capable of remedy, fails to remedy that breach within 30 days after being served with a written notice specifying the breach and requiring it to be remedied.
11.2 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.
11.3 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
12. General
12.1 Dycem may in is sole discretion accept or reject amendments or cancellation of Orders.
12.2 In instances where Standard Products (to which Branding Services have not been applied) are returned to Dycem, or the Customer requests a colour change to a Standard Product after an order has been confirmed, Dycem shall charge a re-stocking fee of 25% of the returned Standard Product’s value.
12.3 Dycem may at any time assign, transfer, charge, subcontract any or all of its rights or obligations under the Contract but the Customer may only do so with Dycem’s prior written consent.
12.4 The parties shall comply with their respective obligations under the Data Protection Act 2018 and all Relevant Laws when handling personal data, which for the avoidance of doubt shall include Customer names, addresses and telephone numbers.
12.5 Any notice or other communication required by these Terms shall be in writing (excluding email) and shall be hand-delivered or sent by prepaid first-class post, recorded delivery or by courier, at its registered office or its principal place of business (as applicable) and shall be deemed to have been duly received when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9am on the second business day after posting, or, where relevant, at the time the courier’s delivery receipt is signed.
12.6 If any court or competent authority finds that any provision of the Contract is invalid, illegal or unenforceable, that provision or part- provision shall be deemed to be deleted, and the enforceability of the other provisions of the Contract shall not be affected.
12.7 A waiver of any right or remedy under the Contract 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 the Contract or by law shall constitute a waiver of that or any other right or remedy.
12.8 A person who is not a party to the Contract shall not have any rights under or in connection with it.
12.9 Any variation to these Terms must be agreed in writing by the parties.
12.10 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the Products and Services. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.
12.11 At all times during the term of the Contract, the Customer shall (i) not contravene any Sanctions, (ii) not do, or omit to do, any act that will cause or lead Dycem to contravene any Sanctions, and (iii) implement adequate policies and procedures to ensure compliance with Sanctions.
12.12 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.