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;
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 of the Products and Services on these Terms;
Customer means the person or company to whom Dycem sells 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 (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 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, 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;
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);
Standard Products means non-slip products and (where applicable) anticontamination
mats sold to Customers;
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
Rental Products means anti-contamination mats or any other Products
which are hired to the Customer subject to these Terms.
2. Basis of Contract and exclusivity
2.1 These Terms apply to the exclusion of any other terms.
2.2 The Order is an offer by the Customer to contract on these Terms.
2.3 The Contract shall come into existence on the earlier of Dycem
issuing a written acceptance of the Order or on Delivery of the Order.
2.4 Samples do not form part of the Contract or have commercial force.
3. Quality
3.1 Products and Services shall 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
for a period of:
     (a) 12 months in respect of Standard Products (including where
Branding Services have been applied); and
    (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.
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
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,
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 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, 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, 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).
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 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,
These Terms shall be incorporated into any quotation, acknowledgement of order and delivery note supplied by Dycem
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. 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 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.
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.
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 actual or alleged infringement of a third party’s IP in
relation to the supply or use of Branded Products.
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).
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).
9. Limitation of Liability
9.1 Dycem shall not be liable to the Customer for any loss of profit, or
any indirect or consequential loss arising under or in connection with
the Contract howsoever arising.
9.2 Dycem’s total liability to the Customer for shall be limited to the total
sums paid by the Customer 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
    (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 Where the Customer cancels an installation or requests the
installation date to be rescheduled within 48 hours of the planned
installation date then the full amount of the installation cost quoted
will be charged to the Customer. Where the Customer cancels an
installation or requests the installation date to be re-scheduled from
2 weeks before and up to 48 hours of the planned installation date
then 50% of the installation cost quoted will be charged to the
customer.
12.4 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.
12.5 The parties shall comply with their respective obligations under the
Data Protection Act 1998 and all Relevant Laws when handling
personal data, which for the avoidance of doubt shall include
Customer names, addresses and telephone numbers.
12.6 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.
12.7 If any court or competent authority finds that any provision of the
Contract is invalid, illegal or unenforceable, that provision or partprovision
shall be deemed to be deleted, and the enforceability of the
other provisions of the Contract shall not be affected.
12.8 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.
12.9 A person who is not a party to the Contract shall not have any rights
under or in connection with it.
12.10 Any variation to these Terms must be agreed in writing.
12.11 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.