1. Definitions and Governing Law
Seller: Heritage Builders Merchants (heritagebuildersmerchants.uk), referred to as “we,” “us,” or “the Seller.”
Buyer: The person or firm purchasing the Goods, referred to as “you” or “the Buyer.”
Goods: The materials, products, and items specified in the Buyer’s accepted order.
Business Customer (B2B): A Buyer acting for purposes relating to their trade, business, craft, or profession.
Consumer Customer (B2C): A Buyer acting outside the purposes of their trade, business, craft, or profession.
Governing Law: The laws of England and Wales. B2C sales are governed primarily by the Consumer Rights Act 2015 (CRA) and the Consumer Contracts Regulations 2013 (CCR). B2B sales are governed primarily by the Sale of Goods Act 1979 (SGA).
2. Basis of Sale and Pricing
All orders are subject to acceptance by the Seller. A contract is formed only upon the Seller’s formal acceptance of the Buyer’s order.
Any samples, drawings, or descriptions are for the sole purpose of giving an approximate idea of the Goods. You are responsible for ensuring the Goods are suitable for your intended purpose.
Prices are subject to change without notice. The price applicable is the one in force at the time of order acceptance.
3. Payment Terms
3.1 Default Payment Method
The price of the Goods is payable by the Buyer in full, in cleared funds, at the time the order is placed and accepted by the Seller.
3.2 Credit Accounts and Agreed Terms
A Buyer may be granted a credit account or specific deferred payment terms (e.g., 30 days from the invoice date) only if:
The Buyer is a Business Customer (B2B).
The Buyer has successfully completed a formal credit application process.
The Seller has provided the agreed credit terms to the Buyer in writing.
3.3 Late Payment (Applies to Credit Accounts Only)
If the Buyer fails to make any payment due by the due date:
Interest: The Buyer shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base rate, calculated from the due date until the date of actual payment, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
Suspension of Supply: The Seller shall be entitled to suspend all further deliveries or supplies to the Buyer until the payment is made.
4. Delivery
Delivery Estimates: Any dates quoted for delivery are estimates only, and time is not of the essence. We will not be liable for any delay caused by events outside our reasonable control (see Clause 7).
Access and Safety: You are responsible for providing safe, clear, and reasonable access for our delivery vehicles. Our delivery driver’s decision on the safety of the unloading spot is final.
Risk: The risk of damage to or loss of the Goods passes to you on completion of unloading at the delivery address.
5. Inspection and Acceptance
Immediate Inspection: You must inspect the Goods immediately on delivery or collection.
Damage/Shortages: You must report any damage, shortages, or discrepancies in writing to us within 48 hours of delivery. Failure to do so may mean you lose the right to reject the Goods for that reason.
Acceptance (B2B): For Business Customers, the right to reject goods is lost if you accept the Goods (e.g., by using them or keeping them for more than a reasonable time).
6. Title and Risk
6.1 Passing of Title (Retention of Title Clause)
Notwithstanding the passing of risk, the legal title (ownership) of the Goods shall not pass to the Buyer until the Seller receives payment in full (in cleared funds) for:
The Goods; and
All other sums which are or which become due to the Seller from the Buyer.
6.2 Seller’s Right to Recover
If, before title passes, the Buyer becomes subject to an insolvency event, the Seller may at any time require the Buyer to deliver up all Goods which have not been resold. If the Buyer fails to do so promptly, the Seller may enter any premises where the Goods are stored to recover them.
7. Returns and Refunds
7.1 Faulty or Misdescribed Goods (ALL Customers)
You have a legal right to a refund, repair, or replacement if the Goods are not of satisfactory quality, not fit for purpose, or not as described.
Consumer Customers (B2C): You have a short-term right to reject and get a full refund within 30 days of delivery. After 30 days, we get one opportunity to repair or replace the Goods.
7.2 Changed Your Mind – Consumer Customers (B2C)
Distance/Online Sales (CCR 2013): If purchased online or by phone, you have a right to cancel (cooling-off period). You must notify us of cancellation within 14 days from the day you received the Goods and return them within a further 14 days. You are responsible for the direct cost of returning the Goods.
In-Store Sales: By UK law, there is no automatic legal right to return non-faulty goods bought in-store.
7.3 Changed Your Mind – Business Customers (B2B)
You have no legal right to return non-faulty goods. We may, at our sole discretion, agree to accept the return of non-faulty standard stock items subject to the Restocking Fee (Clause 8).
7.4 Exclusions from Returns
The right to return non-faulty Goods does not apply to:
Goods that have been cut, mixed (e.g., paint), or specifically manufactured or customised to your specification.
Goods that have been used, altered, or installed.
8. Restocking Fee (B2B Goodwill Returns)
If the Seller agrees to accept the return of non-faulty Goods from a Business Customer under Clause 7.3, the Buyer agrees to pay a Restocking Fee.
The Restocking Fee will be 20% (Twenty Percent) of the net invoice value of the returned goods.
This fee will be deducted from any refund due. The Buyer is responsible for the full cost and risk of returning the Goods.
9. Force Majeure
A Force Majeure Event means any event beyond a party’s reasonable control (e.g., Acts of God, war, severe weather, shortage of raw materials, or general transport network failure).
Neither party shall be liable for any failure or delay in performing its obligations to the extent that such failure or delay is caused by a Force Majeure Event.
10. Limitations of Liability
For Business Customers (B2B): We shall not be liable for any indirect or consequential loss, including loss of profits, loss of business, or loss of anticipated savings. Our total liability shall not exceed the price of the Goods.
For Consumer Customers (B2C): We do not exclude or limit in any way our liability for death or personal injury caused by our negligence, or for breach of your legal rights under the CRA 2015.