About these terms (“Terms”)

These are the terms and conditions of BuyMaterials Ltd (“we/ us/ BuyMaterials”) which apply to all use of our online building materials marketplace (“Service”) which we operate at https://www.buymaterials.com and associated URLs (“Platform”) by Buyers operating within the UK.

By registering as a Buyer you are entering into a binding agreement with us based on these Terms (the “Agreement”). We have the right to cancel your registration and terminate the Agreement at our discretion.

BuyMaterials Ltd is a company incorporated in Scotland (company number SC757358) and with its registered office at Suite 2, Ground Floor Orchard Brae House, 30 Queensferry Road, Edinburgh, United Kingdom, EH4 2HS.

A “Buyer” is the entity which wishes to purchase Products through use of the Platform. A “Supplier” is the building materials supplying entity which provides building material items (“Products”) to BuyMaterials for onward sale to Buyers via the Platform. BuyMaterials acts as merchant of record for all transactions on the Platform, meaning that BuyMaterials is the entity contracting directly with the Buyer in respect of the sale of Products, regardless of the identity of the underlying Supplier.

We reserve the right to amend these Terms from time to time and will post a message on the Platform along with the new version of the Terms if that happens or email to alert you to our new terms. Your continued use of the Service will be deemed to be acceptance of any new terms.

About the Service

We provide the Service to enable Buyers to purchase Products from BuyMaterials, which acts as merchant of record for all such transactions on the Platform.

The Buyer will be provided, via the Platform, with the most competitive offer for the required Products (“Offer”) which may involve all Products coming from a single Supplier source, or different Products sourced from different Suppliers.

Where relevant, any terms and conditions applicable to the underlying Supplier(s) (“Supplier Terms”) will be made available within the applicable Offer and shall be incorporated into the Contract to the extent they are consistent with these Terms. In the event of any conflict between these Terms and any Supplier Terms, these Terms shall prevail.

Contracts

A contract is formed (“Contract”) when the Buyer accepts an Offer for the supply of Products via the Platform. Each Contract is between the Buyer and BuyMaterials. BuyMaterials acts as merchant of record and assumes full contractual responsibility to the Buyer for all Products ordered through the Platform, regardless of the identity of the underlying Supplier fulfilling the order.

Each Contract will comprise these Terms and the applicable Offer. Where Supplier Terms are incorporated in any offer on the platform, those Supplier Terms shall also form part of the Contract to the extent they are consistent with these Terms.

Supplier Terms

BuyMaterials sources Products from third party Suppliers. Where a Supplier’s terms and conditions are relevant to the nature, specification, warranty, or return of specific Products, those Supplier Terms will be made available to you at the point of purchase and shall be incorporated into the Contract as supplementary terms. Supplier Terms do not affect BuyMaterials’ position as merchant of record, and your primary contractual relationship in respect of any purchase remains with BuyMaterials.

In the event of any conflict between these Terms and any Supplier Terms, these Terms shall prevail unless the Supplier Terms provide greater rights or protections to the Buyer, in which case those provisions of the Supplier Terms shall apply.

Account registration and use

Each Buyer must register an account on the Platform to use the Service (“Account”). We reserve the right to request supporting documents in relation to any application to register. However, we also reserve the right, without liability, to refuse any registration application at our discretion.

You should keep your Account log-in and passwords secure for use of the Service and not permit other use of your Account except by other members of your business to use the Service. You are responsible for anything that happens through your Account until it is closed down unless Account security has been compromised through no fault of your own.

You must promptly let us know if you discover any unauthorised use of your Account. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms.

You must keep all your Account information complete and up to date. We are not liable for any loss you incur due to any incorrect information on your Account.

Invoicing, payment and refunds

Each Offer will confirm the payment options available through BuyMaterials which will be one or more of the following:

1. Paying by Stripe via the Platform;
2. Paying via TWO Inc via the Platform;
3. Paying via a Trade Account set up with BuyMaterials; or
4. Paying cash on collection.

Cancellations will result in the order being refunded in accordance with these Terms, less any credit card or payment processing fees which will not be refundable.

Refunds if due, typically take between 5 to 7 working days from dispute resolution or cancellation instigation.

Data

We shall be entitled to analyse the transactional data from our Platform regarding Contracts in order to create new data sets. These data sets will not contain any data which identifies you.

Acceptable use

You must comply with the following acceptable obligations:

• You must not store or transmit any material during the use of the Service that is unlawful, dishonest, threatening, defamatory, obscene, discriminatory or is racially offensive.
• You must not send or transmit any material which infringes any third party intellectual property rights.
• You should not create a false identity or submit inaccurate, false or misleading information.
• You should not transmit any unsolicited advertising.
• You should not knowingly introduce viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful.
• You must not attempt to gain unauthorised access to the Platform or any server, computer or database connected to the Platform.
• You must only purchase Products via the Platform where you are legally entitled to do so.
• You must act in good faith at all times in relation to the use of the Platform and purchase of Products.

Disputes

We want the use of our Platform and Service to be as hassle free as possible. As merchant of record, BuyMaterials is the contracting party responsible for resolving any disputes arising from purchases made through the Platform. We will endeavour to resolve any such dispute as quickly as possible, including liaising with the relevant Supplier where necessary.

Any dispute between us relating to the Agreement will be dealt with as follows:

• Any dispute must be raised within 14 days of delivery date.
• We both will endeavour to resolve it within 4 weeks of the dispute being reported.
• If the dispute remains unresolved after that period then parties will attempt to resolve it by mediation.
• No court action may be raised in relation to any dispute without mediation being attempted unless we both agree otherwise.

Our rights in the Platform and Service

We own or validly license all intellectual property rights in our Platform and Service, including the databases we use in relation to the Platform. Except to the extent set out in the Agreement, or otherwise agreed in writing between us, you are not permitted to use such intellectual property rights.

Availability of Platform

We shall use commercially reasonable endeavours to make the Platform and Service available 24 hours a day, seven days a week, except for planned or unplanned maintenance. We will try and ensure all maintenance is not carried out between 8am to 6pm UK time and to give you as much advance notice of any maintenance as we can.

We will endeavour to respond to all support queries within one working day (based on UK time).

You are solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our Platform. We are not liable for any delays, delivery failures and any other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

Disclaimer of Warranties

The Service and Platform are provided on an “as is” and “as available” basis and to the extent permitted under Scots law, without warranties of any kind. As merchant of record, BuyMaterials provides warranties in relation to Products as set out in these Terms and as required by applicable Scots law. Product-specific warranties provided by Suppliers are incorporated into the Contract as Supplier Terms where made available.

Indemnity

You agree to indemnify us against all claims, loss or damage which we sustain or are likely to sustain as a consequence of your breach of the Agreement.

Data Protection

We only use personal information disclosed to us through use of the Platform and Service in accordance with our privacy policy on our web site www.buymaterials.com

Liability

We do not exclude or limit in any way our liability for: death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; fraud or fraudulent misrepresentation; or any other loss which cannot be excluded under the laws of Scotland.

If you are a consumer, we are liable for losses you suffer caused by us breaking this contract unless the loss is unforeseeable, caused by events outside our control, something you could have avoided by taking reasonable action, or a business loss (as further described below).

If you are a business: we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, shall be limited to £10,000.

This section shall survive termination of the Agreement.

General

We may suspend or terminate your use of the Platform on giving notice to you if you breach these terms and, where the breach is capable of remedy, you fail to remedy the breach within any reasonable timescale we request.

If we choose to waive any particular right we have under the Agreement on any particular occasion this does not prevent us from exercising that right on another occasion.

If any part of the Agreement is held by a court of law (or similar forum) to be invalid or unenforceable, this shall not affect the validity or enforceability of the rest of the Agreement.

You are not entitled to transfer or assign your rights and obligations under the Agreement to anyone else without our prior written permission.

If there are any disputes with us arising out of your use of the Platform or Service or otherwise relating to the Agreement, then these will be governed by the laws of Scotland and subject to the exclusive jurisdiction of the Scottish Courts.

Terms Relating to the Buying of Goods and Services on the Platform

1. Business customers and consumers

1.1 Some of these terms apply to consumers only; some apply to business customers only. Those terms are marked as such.

1.2 All other terms apply to all customers.

1.3 You are classified as a business customer if you indicate to us that the goods supplied by us will be used in the course of your business or if you use the goods in the course of your business.

1.4 If you are not a business customer, you are a consumer. You have certain statutory rights as a consumer which are not affected by these terms.

2. Price

2.1 The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery.

2.2 Our quotations lapse after 30 days (unless otherwise stated).

2.3 The price quoted includes delivery between 7:30am to 5:00pm, Monday to Friday and 7:30am to 12:00pm on Saturdays (unless otherwise stated).

2.4 Business customers only: unless otherwise stated, the price quoted to business customers is an illustrative estimate only and the price charged will be our price current at the time of delivery.

2.5 Business customers only: rates of tax and duties on the goods will be those applying at the time of delivery.

2.6 Business customers only: at any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods.

3. Delivery

3.1 All delivery times quoted are estimates only.

3.2 If we fail to deliver within a reasonable time after the quoted delivery time, you may (by informing us in writing) cancel the contract, however: 3.2.1 you may not cancel if we receive your notice after the goods have been dispatched; and 3.2.2 if you cancel the contract, you can have no further claim against us under that contract.

3.3 If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).

3.4 We may deliver the goods in instalments. Each instalment is treated as a separate contract.

3.5 We may decline to deliver if: 3.5.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or 3.5.2 the premises (or the access to them) are unsuitable for our vehicle.

3.6 We may charge you for storage and/or abortive delivery costs and/or additional costs arising from any delay if you do not accept delivery at the quoted delivery time (or any later time agreed in writing) or if we decline to deliver in accordance with clause 3.5 or if you fail to comply with your obligations under clause 3.7. You will provide: 3.7.1 secure and dry storage for the goods (and other reasonable facilities) until payment is made in accordance with clause 5; 3.7.2 reasonable and safe access for our delivery vehicles.

3.8 In the event that any goods forming part of an order are unavailable due to stock constraints or supply issues beyond our reasonable control, we reserve the right to partially or fully cancel the affected portion of the order. In such circumstances, we will notify you as soon as reasonably practicable and provide a full refund for any goods paid for but not delivered, within 5–7 working days. Any such refund shall constitute full and final settlement in respect of the undelivered goods only, and shall not give rise to any further liability on our part.

4. Risk

4.1 The goods are at your risk from the time of delivery.

4.2 Delivery takes place either: 4.2.1 at our premises (if you are collecting them or arranging carriage); or 4.2.2 at your premises or the address specified by you (if we are arranging carriage).

4.3 You must inspect the goods on delivery. If any goods are damaged or not delivered, you must write to tell us within three days of delivery or the expected delivery time. You must give us (and any carrier) a fair chance to inspect the damaged goods.

5. Payment terms

5.1 You are to pay us in cash or in cleared funds on or prior to delivery, unless you have an approved credit account.

5.2 Business customers only: If you have an approved credit account, payment is due net monthly, that is at the end of the month following the month of the date of our invoice, unless otherwise agreed in writing.

5.3 If you fail to pay us in full on the due date we may: 5.3.1 suspend or cancel future deliveries; 5.3.2 cancel any discount offered to you; 5.3.3 Business customers only: charge you interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998; 5.3.4 Consumers only: charge you interest at an equivalent rate; 5.3.5 claim fixed sum compensation under s.5A of that Act; and 5.3.6 recover the cost of taking legal action to make you pay.

5.4 If you have an approved credit account we may withdraw it or reduce your credit limit or bring forward your due date for payment at any time and without notice.

5.5 Business Customers only: you do not have the right to set off any money you may claim from us against anything you may owe us.

5.6 Consumers only: you may only set off money you claim from us against money you owe us with our written agreement.

5.7 While you owe money to us, we have a right to keep any property we may hold of yours until you have paid us in full (a lien).

5.8 You are to promptly indemnify us in full and hold us indemnified from and against all expenses and liabilities we may incur (directly or indirectly including finance costs, legal costs on a full indemnity basis and debt collection costs) following any breach by you of any of your obligations under these terms.

5.9 Consumers only: clause 5.8 means that you are liable to us for losses we incur because you do not comply with these terms.

6. Title

6.1 Consumers only: your statutory rights are unaffected.

6.2 Business customers only: until you pay all debts you may owe us: 6.2.1 all goods supplied by us remain our property; 6.2.2 you must store them so that they are clearly identifiable as our property; 6.2.3 you must insure them and hold the policy on trust for us; 6.2.4 you may use those goods and sell them in the ordinary course of your business, but not if we revoke that right or you become insolvent.

6.3 Business customers only: you must inform us (in writing) immediately if you become insolvent.

6.4 Business customers only: if your right to use and sell the goods ends you must allow us to remove the goods.

6.5 Business customers only: we have your permission to enter any premises where the goods may be stored at any time to inspect them, and after your right to use and sell them has ended, to remove them using reasonable force if necessary.

6.6 Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date.

6.7 You are not our agent. You have no authority to make any contract on our behalf or in our name.

7. Warranties

7.1 We warrant that the goods: 7.1.1 comply with their description on our acknowledgement of order form; and 7.1.2 are free from material defect at the time of delivery (as long as you comply with clause 7.4). 7.1.3 Natural products such as timber or quarried products may vary in grain or shading from the samples supplied. 7.1.4 If materials are supplied at the request of the customer to be a specific grade, no warranty is given that the grade will be suitable for the purposes required by the customer, and the customer should satisfy themselves beforehand.

7.2 Business customers: We give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.

7.3 Consumers only: the warranty in clause 7.1 is in addition to your statutory rights.

7.4 If you believe that we have delivered goods which are defective in material or workmanship, you must: 7.4.1 inform us (in writing) with full details within three days of delivery if the defect is reasonably discoverable on careful examination, or within six months if not; 7.4.2 any damage to fully finished frames must be recorded on the delivery note at time of delivery; and you must allow us to investigate.

7.5 If the goods are found to be defective (following our investigations) and you have complied with clause 7.4, we will (at our option) repair or replace the goods or refund the price. Where the defect originates with a Supplier, BuyMaterials will pursue the appropriate remedy with that Supplier on your behalf. This does not affect your rights against BuyMaterials as merchant of record.

7.6 We are not liable for any other loss or damage arising from the contract or the supply of goods or their use, even if we are negligent, including: 7.6.1 direct financial loss, loss of profits or loss of use; and 7.6.2 indirect or consequential loss.

7.7 Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to the price of the goods supplied.

7.8 As merchant of record, BuyMaterials accepts liability to the Buyer in respect of all Products sold through the Platform, regardless of the identity of the underlying Supplier or manufacturer. Where goods are manufactured by a third party, BuyMaterials will pass through the benefit of any applicable manufacturer warranty or guarantee to the Buyer and will pursue any relevant claim against the Supplier or manufacturer on the Buyer’s behalf.

7.9 For all other liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of the goods supplied.

7.10 Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.

7.11 Nothing in these terms affects or limits our liability for fraudulent misrepresentation.

8. Specification

8.1 If we prepare the goods in accordance with your specifications or instructions you must ensure that: 8.1.1 the specifications or instructions are accurate; 8.1.2 goods prepared in accordance with those specifications or instructions will be fit for the purpose for which you intend to use them; 8.1.3 your specifications or instructions will not result in the infringement of any intellectual property rights of a third party, or in the breach of any applicable law or regulation; and 8.1.4 you accept all liability arising in connection with those specifications or instructions.

8.2 Business Customers only: We reserve the right; 8.2.1 to make any changes in the specifications of our goods that are necessary to ensure they conform to any applicable safety or statutory requirements; and 8.2.2 to make without notice any minor modifications in our specifications we think necessary or desirable.

9. Return of goods

9.1 Unless such return of goods is expressly permitted under the terms of the Consumer Protection (Distance Selling) Regulations 2000 (“the Regulations”) in accordance with clause 10.4, we will accept the return of goods from you only: 9.1.1 by our prior agreement (confirmed in writing); 9.1.2 on payment of an agreed handling charge (unless the goods were defective when delivered); and 9.1.3 where the goods are as fit for sale on their return as they were on delivery.

10. Cancellation

10.1 Unless cancellation is expressly permitted under the Regulations in accordance with clause 10.4, you may not cancel the order unless we agree in writing (and clauses 3.2.2 and 10.2 then apply).

10.2 If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) that we may then hold (or to which we are committed) for the order.

10.3 We may suspend or cancel the order, by written notice if: 10.3.1 you fail to pay us any money when due; 10.3.2 you become insolvent; 10.3.3 you fail to honour your obligations under these terms.

10.4 Consumers only: In the case of internet, brochure and phone sales a consumer shall have seven working days within receipt of goods or upon agreeing to proceed with a contract for services, to cancel the same whereupon any goods must be returned to us at such premises as shall be reasonably designated by us (with the consumer being fully liable for all costs incurred directly or indirectly in connection with such return).

10.5 For the avoidance of doubt the right to cancel specified in clause 10.4 shall not apply in respect of any services provided within the seven working day period referred to.

10.6 For the avoidance of doubt the right to cancel specified in clause 10.4 shall not apply in respect of any goods made to personal specification in accordance with clause 8.

10.7 In the event that a consumer seeks to cancel the contract in accordance with clause 10.4, the consumer must inform us of this in writing sent to such address as reasonably designated by us or via another “durable medium” as defined in the Regulations.

11. Waiver and variations

11.1 Any waiver or variation of these terms is binding in honour only unless: 11.1.1 made (or recorded) in writing; 11.1.2 signed on behalf of each party; and 11.1.3 expressly stating an intention to vary these terms.

11.2 All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.

12. Force majeure — business customers only

12.1 If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.

12.2 Examples of those circumstances include act of God, accident, explosion, war, terrorism, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.

13. General

13.1 Scottish law is applicable to any contract made under these terms. The Scottish courts shall have non-exclusive jurisdiction.

13.2 Any dispute arising out of the contract may be referred to the arbitration of an agreed arbitrator, or, failing that, an arbitrator appointed by the Chartered Institute of Arbitrators.

13.3 If you are more than one person, each of you is liable for all of your obligations under these terms (joint and several liability).

13.4 If any of these terms are unenforceable as drafted: 13.4.1 it will not affect the enforceability of any other of these terms; and 13.4.2 if it would be enforceable if amended, it will be treated as so amended.

13.5 We may treat you as insolvent if: 13.5.1 you are unable to pay your debts as they fall due; or 13.5.2 you (or any item of your property) becomes subject to any formal insolvency procedure, application, or proposal, whether in the UK or overseas.

13.6 Business customers only: all brochures, catalogues and other promotional materials are to be treated as illustrative only and form no part of any contract between us.

13.7 Business customers only: any notice by either of us which is to be served under these terms may be served by leaving it at or delivering it to (by first class post or fax) the other’s registered office or principal place of business. All such notices must be signed.

13.8 No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.

13.9 The only statements upon which you may rely in making the contract with us are those made in writing by someone who is our authorised representative, contained in our estimate (or any covering letter) and not withdrawn before the contract is made, or which expressly state that you may rely on them when entering into the contract.

13.10 Please note that we may transfer personal information about you to those we may appoint to administer your account or recover amounts owing. That may include passing information about you to our insurers, debt recovery agents and solicitors, if you fail to pay us.