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Terms and conditions

Roof2FloorDrains is a trading name of Gutter Centre Limited - Company Number 09624510

In using this website you are deemed to have read and agreed to the following terms and conditions:
The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and any or all Agreements: "Client", “You” and “Your” refers to you, the person accessing this website and accepting the Company’s terms and conditions. "The Company", “Ourselves”, “We” and "Us", refers to our Company. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves, or either the Client or ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether by formal meetings of a fixed duration, or any other means, for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services/products, in accordance with and subject to, prevailing English Law. Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to same.

Privacy Statement
We are committed to protecting your privacy. Authorized employees within the company on a need to know basis only use any information collected from individual customers. We constantly review our systems and data to ensure the best possible service to our customers. Parliament has created specific offences for unauthorised actions against computer systems and data. We will investigate any such actions with a view to prosecuting and/or taking civil proceedings to recover damages against those responsible.

Confidentiality
We are registered under the Data Protection Act 1998 and as such, any information concerning the Client and their respective Client Records may be passed to third parties. However, Client records are regarded as confidential and therefore will not be divulged to any third party, other than if legally required to do so to the appropriate authorities. Clients have the right to request sight of, and copies of any and all Client Records we keep, on the proviso that we are given reasonable notice of such a request. Clients are requested to retain copies of any literature issued in relation to the provision of our services. Where appropriate, we shall issue Client’s with appropriate written information, handouts or copies of records as part of an agreed contract, for the benefit of both parties.

We will not sell, share, or rent your personal information to any third party or use your e-mail address for unsolicited mail. Any emails sent by this Company will only be in connection with the provision of agreed services and products.

Disclaimer
Exclusions and Limitations
The information on this web site is provided on an "as is" basis. To the fullest extent permitted by law, this Company: excludes all representations and warranties relating to this website and its contents or which is or may be provided by any affiliates or any other third party, including in relation to any inaccuracies or omissions in this website and/or the Company’s literature; and excludes all liability for damages arising out of or in connection with your use of this website. This includes, without limitation, direct loss, loss of business or profits (whether or not the loss of such profits was foreseeable, arose in the normal course of things or you have advised this Company of the possibility of such potential loss), damage caused to your computer, computer software, systems and programs and the data thereon or any other direct or indirect, consequential and incidental damages.
This Company does not however exclude liability for death or personal injury caused by its negligence. The above exclusions and limitations apply only to the extent permitted by law. None of your statutory rights as a consumer are affected.

Payment
Cash or Personal Cheque with Bankers Card, all major Credit/Debit Cards, Bankers Draft or BACS Transfer are all acceptable methods of payment. Our Terms are payment in full before goods are despatched. All goods remain the property of the Company until paid for in full. Consequently, all transactions and agreements entered into will cease with immediate effect if payment is not received in full.

Delivery Policy
Shortages/damages (a) The customer is under a duty to inspect the goods on delivery or on collection as the case may be. (b) When goods are offered for delivery to site Roof2FloorDrains' obligation is to deliver as near to site as a safe hard road permits. If a vehicle delivers or collects goods to or from a place off the public road the customer shall be solely responsible for any accident or damage resulting. The customer shall provide free of charge any labour necessary for unloading goods when delivered and Roof2FloorDrains responsibility is limited to handling goods off the vehicle. If any Roof2FloorDrains vehicle is kept on site for an unreasonable time or has to return to the depot without completing delivery through lack of assistance or if additional staff have to accompany any Roof2FloorDrains driver, an appropriate additional charge will be made. If the customer does not accept delivery of goods ordered for any reason costs incurred will be charged. (c) No liability is accepted for any loss arising from delay in delivery of goods unless Roof2FloorDrains have expressly agreed to be bound by a delivery date which is of the essence of the contract. When delivery depends upon receipt of goods from the manufacturer, Roof2FloorDrains do not accept responsibility for delay in such delivery unless Roof2FloorDrains have obtained and reported to the customer acceptance by the manufacturer of the express condition as to time; but Roof2FloorDrains will afford to the customer any remedy available to Roof2FloorDrains against the manufacturer but this shall be the limit of Roof2FloorDrains' liability. Roof2FloorDrains accept no responsibility for delay or non-delivery due directly or indirectly to strike, fire, act of state, force majeure or other circumstances beyond its control. (d) If the customer wishes to claim that there is any shortage on delivery in respect of goods supplied by Roof2FloorDrains, that the same have been damaged in transit or that any goods supplied by Roof2FloorDrains are defective or not in accordance with the contract, then the customer shall give notice in writing to Roof2FloorDrains and (in the case of any shortage or damage in transit) to any carrier by whom the goods were delivered, within three days after the date of delivery of the same. If the customer fails to give such notice in writing, does not provide images showing the damage or fails to give Roof2FloorDrains the opportunity to inspect the entire consignment, the goods shall be deemed to have been delivered and to be in accordance with the contract in all respects, and therefore accepted by the customer. (e) If the customer or the customer’s consignee breaks bulk on delivery or unloads the whole or any part of a consignment of goods or materials the customer is deemed to have accepted delivery.

Returns Policy
You can return stock items within 14 days of your purchase for a full refund (excluding any carriage charges), subject to the items being unused, still in the original packaging, not special ordered and in saleable condition. 
Returns of any non stock items or metal/ GRP guttering products (Cast Iron, Aluminium and Steel) may incur a re-stocking charge and are subject to the manufactures discretion. Unfortunately we are unable to arrange collections so you will be responsible to return the goods, in a saleable condition, to the address we provide you at your own cost. If any product supplied has been made to order by the manufacturer the goods are non returnable. This includes all aluminium, GRP, steel or cast iron mill/painted/ powder coated items and all Harmer products. Please feel free to call us should you require returning any goods and we will advise accordingly.
Please contact us first to arrange any returns as this may be to the manufacturers address or to the Roof2FloorDrains warehouse. We will also require a copy of your original purchase invoice with any returned items.
As soon as the items have been returned, checked back into our warehouse or manufacturers yard and confirmation that the goods returned are in a saleable condition, we will arrange for a refund back to the original credit/debit card that you used for your purchase, less any re-stocking charge applicable.

Cancellation Policy
Minimum 72 hours notice of cancellation required. Notification for instance, in person, via email, mobile phone ‘text message’ and/or fax, or any other means will be accepted subject to confirmation in writing. We reserve the right to levy a £30 charge to cover any subsequent administrative expenses. If any product paid for has been made or painted to order by the manufacturer the order can not be cancelled and the goods are non returnable. 

Termination of Agreements and Refunds Policy
Both the Client and ourselves have the right to terminate any Services Agreement for any reason, including the ending of services that are already underway. No refunds shall be offered, where a Service is deemed to have begun and is, for all intents and purposes, underway. Any monies that have been paid to us which constitute payment in respect of the provision of unused Services, shall be refunded.

Availability
Unless otherwise stated, the services featured on this website are only available within the United Kingdom. All advertising is intended solely for the United Kingdom market. You are solely responsible for evaluating the fitness for a particular purpose of any downloads, programs and text available through this site. Redistribution or republication of any part of this site or its content is prohibited, including such by framing or other similar or any other means, without the express written consent of the Company. The Company does not warrant that the service from this site will be uninterrupted, timely or error free, although it is provided to the best ability. By using this service you thereby indemnify this Company, its employees, agents and affiliates against any loss or damage, in whatever manner, howsoever caused. Any date or period of delivery given is an estimate only and may be given by the seller’s manufacturers’ and the Company will not be liable for any delay of the Goods.

Product Images
The product images shown on this web site may only represent the range of products, or be for illustration purposes only and may not be an exact representation of the actual product we supply. For example aluminium guttering images maybe shown painted both externally and internally. However, when manufactured aluminium guttering is only painted externally for aesthetic purposes. The paint finish internally will not be complete and may only show an over-spray. This does not affect any guarantee issued by the manufacturer.

Defects
The obligations of Roof2FloorDrains under this Agreement are limited such that we will only be obliged (and shall have no further liability in contract, negligence or otherwise) at its option to either (i) repair, replace or rectify the faulty Goods or Services if any defects which we are reasonably satisfied are caused by faulty design, manufacture, materials or workmanship are discovered within three months from the date of dispatch or credit the Price (if already paid) attributable to the faulty Goods or Services only. Roof2FloorDrains shall not be liable for defects caused by abnormal use, incorrect installation, colour match, incorrect specification or design provided by the Buyer, misuse or neglect or any matter relating to defective fitting or affixing. The Buyer may only claim the benefit of this clause if Roof2FloorDrains are informed of the relevant defect in writing within seven days of discovering it and, where it concerns Goods alone, the returned goods are sent back to us at the customer own expense. Roof2FloorDrains shall not be liable to the Buyer in contract, tort (including negligence or breach of statutory duty) or otherwise, even if Roof2FloorDrains was advised of the possibility of them in advance, howsoever and whatever the cause thereof for any: (a) economic loss; (b) loss of profits; (c) loss of contracts, revenues or anticipated savings; (d) damage to the Buyers reputation or goodwill; (e) damage to property of the Buyer or anyone else whatsoever; or (f) loss resulting from any claim made by any third party; or (g) special, indirect or consequential loss or damage of any nature whatsoever.
The maximum aggregate liability of Roof2FloorDrains in connection with the supply of Goods or their use by the Buyer shall be limited to the Price of the Defective Goods. The Buyer acknowledges that it bears the risk of all additional expenses, costs, losses, damages and liabilities which may be incurred. Roof2FloorDrains strongly advises the Buyer to insure against all such potential expenses, costs, losses and liabilities. Should the Buyer wish the Roof2FloorDrains to have a higher limit of liability, this must be raised with Roof2FloorDrains at the earliest opportunity and expressly agreed by Roof2FloorDrains in writing.

Pricing
All prices are in pounds sterling and exclude VAT where applicable. Prices may be subject to change without notice. In the event of any pricing errors, you will be notified prior to your order being processed. On some aluminium products the factory may impose a colour surcharge on small orders. Where this happens we will contact you first to confirm if you want to pay the extra cost or cancel the order for a full refund. Ultimately the contract between the parties will only be formed when the goods are delivered and we reserve the right to cancel an order right up to the point of delivery; taking payment does not constitute a binding contract; and if your order is ultimately rejected or cancelled we will provide a full refund.

Log Files
We use IP addresses to analyse trends, administer the site, track user’s movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information. Additionally, for systems administration, detecting usage patterns and troubleshooting purposes, our web servers automatically log standard access information including browser type, access times/open mail, URL requested, and referral URL. This information is not shared with third parties and is used only within this Company on a need-to-know basis. Any individually identifiable information related to this data will never be used in any way different to that stated above without your explicit permission.

Cookies
Like most interactive web sites this Company’s website [or ISP] uses cookies to enable us to retrieve user details for each visit. Cookies are used in some areas of our site to enable the functionality of this area and ease of use for those people visiting. Some of our affiliate partners may also use cookies.

Links to this website
You may not create a link to any page of this website without our prior written consent. If you do create a link to a page of this website you do so at your own risk and the exclusions and limitations set out above will apply to your use of this website by linking to it.

Links from this website
We do not monitor or review the content of other party’s websites which are linked to from this website. Opinions expressed or material appearing on such websites are not necessarily shared or endorsed by us and should not be regarded as the publisher of such opinions or material. Please be aware that we are not responsible for the privacy practices, or content, of these sites. We encourage our users to be aware when they leave our site & to read the privacy statements of these sites. You should evaluate the security and trustworthiness of any other site connected to this site or accessed through this site yourself, before disclosing any personal information to them. This Company will not accept any responsibility for any loss or damage in whatever manner, howsoever caused, resulting from your disclosure to third parties of personal information.

Copyright Notice
Copyright and other relevant intellectual property rights exist on all text relating to the Company’s services and the full content of this website.

This Company’s logo is a registered trademark of this Company in the United Kingdom.

Communication
We have several different e-mail addresses for different queries. These, & other contact information, can be found on our Contact Us link on our website or via Company literature or via the Company’s stated telephone, facsimile or mobile telephone numbers.

Force Majeure
Neither party shall be liable to the other for any failure to perform any obligation under any Agreement which is due to an event beyond the control of such party including but not limited to any Act of God, terrorism, war, Political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or man made eventuality outside of our control, which causes the termination of an agreement or contract entered into, nor which could have been reasonably foreseen. Any Party affected by such event shall forthwith inform the other Party of the same and shall use all reasonable endeavours to comply with the terms and conditions of any Agreement contained herein.

Waiver
Failure of either Party to insist upon strict performance of any provision of this or any Agreement or the failure of either Party to exercise any right or remedy to which it, he or they are entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this or any Agreement. No waiver of any of the provisions of this or any Agreement shall be effective unless it is expressly stated to be such and signed by both Parties.

General
The laws of England and Wales govern these terms and conditions. By accessing this website and buying our products you consent to these terms and conditions and to the exclusive jurisdiction of the English courts in all disputes arising out of such access. If any of these terms are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from these terms and the remaining terms will continue to apply. Failure of the Company to enforce any of the provisions set out in these Terms and Conditions and any Agreement, or failure to exercise any option to terminate, shall not be construed as waiver of such provisions and shall not affect the validity of these Terms and Conditions or of any Agreement or any part thereof, or the right thereafter to enforce each and every provision. These Terms and Conditions shall not be amended, modified, varied or supplemented except in writing and signed by duly authorised representatives of the Company.

Notification of Changes
The Company reserves the right to change these conditions from time to time as it sees fit and your continued use of the site will signify your acceptance of any adjustment to these terms. If there are any changes to our privacy policy, we will announce that these changes have been made on our home page and on other key pages on our site. If there are any changes in how we use our site customers’ Personally Identifiable Information, notification by e-mail or postal mail will be made to those affected by this change. Any changes to our privacy policy will be posted on our web site 30 days prior to these changes taking place. You are therefore advised to re-read this statement on a regular basis

These terms and conditions form part of the Agreement between the Client and ourselves. Your accessing of this website and/or placing an order indicates your understanding, agreement to and acceptance, of the Disclaimer Notice and the full Terms and Conditions contained herein. Your statutory Consumer Rights are unaffected.
    
© Roof2FloorDrains Limited 2022 All Rights Reserved

Roof2FloorDrains Purchase Order Terms & Conditions

1. Acceptance
2. Delivery
3. Inspection
4. Cumulative Remedies
5. Price and Payment
6. Hazardous Wastes
7. Change Order
8. Termination
9. Warranties
10. Indemnification
11. Confidential Information
12. Insurance
13. Compliance with Law
14. Shipping Terms
15. Taxes
16. Title and Risk of Loss
17. Force Majeure
18. Waiver and Release of Liens
19. Relationship of the Parties
20. Governing Law and Venue
21. Notices
22. Inconsistent Terms
22. Services
23. Survival
24. Severability
25. Miscellaneous
 
1. Acceptance
This purchase order is an offer by the company identified on the face of this purchase order (the "Buyer") for the purchase of the goods (the "Goods") or services (the “Services”) specified, from the party to whom the purchase order is addressed (the "Seller") in accordance with and subject to these terms and conditions (the "Terms"; together with the terms and conditions on the face of the purchase order, the "Order").  This Order will be deemed accepted by the Seller upon the first of the following to occur: (a) Seller making, signing, or delivering to Buyer any letter, form, or other writing or instrument acknowledging acceptance; (b) any performance by Seller under the Order; or (c) the passage of ten (10) days after Seller’s receipt of the Order without written notice to Buyer that Seller does not accept.  This Order, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the Order and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Order, unless a separate overriding written contract has been entered into and signed by the parties. The Order expressly limits Seller's acceptance to the terms of the Order. These Terms expressly exclude any of Seller's terms and conditions of sale or any other document issued by Seller in connection with this Order. 
 
2. Delivery
Seller shall deliver the Goods and/or perform the Services at the delivery point (the “Deliver Location”), and on the date(s) specified in this Order (the "Delivery Date"). If no delivery date is specified, Seller shall deliver in full within a reasonable time of receipt of the Order. Timely delivery is of the essence. If Seller fails to deliver the Goods or Services in full, on the Delivery Date, Buyer may terminate the Order immediately and Seller shall indemnify Buyer against any losses, damages, and reasonable costs and expenses attributable to Seller's failure to deliver. 
 
3. Inspection
Buyer reserves the right to inspect the Goods on or after the Delivery Date. Buyer, at its sole option, may reject all or any portion of the Goods if it determines the Goods are defective or nonconforming. If Buyer requires replacement of the Goods, pursuant to Section 4, Seller shall promptly replace the nonconforming Goods. If Seller fails to timely deliver replacement Goods, Buyer may replace them with goods from a third party and charge Seller the cost thereof and terminate this Order for cause pursuant to Section 8. Any inspection or other action by Buyer under this Section shall not affect Seller's obligations under the Order, and Buyer shall have the right to further inspection after Seller takes remedial action. 
 
4. Cumulative Remedies
The rights and remedies under this Order are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise.  If Seller is in breach of the warranties set out in Section 9, Seller will, at its sole cost, replace or repair the Goods or re-perform Services to Buyer’s satisfaction.
 
5. Price and Payment
The price of the Goods or Services is the price stated on the face of this Order (the “Price”). Seller shall invoice Buyer for the Order within thirty (30) days of delivery. Unless otherwise stated in the Order, Buyer shall pay all properly invoiced amounts due to Seller within thirty (30) days after receipt of such invoice, except for any amounts disputed by Buyer.  The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under the Order notwithstanding any such dispute.  Without prejudice to any other right or remedy, Buyer reserves the right to set off any amount owing to it by Seller against any amount payable by Buyer to Seller. Payment of an invoice is not evidence or admission that the Goods or Services meet the requirements of the Order.
 
6. Hazardous Wastes
If at any time Seller generates any hazardous waste(s) on Buyer’s property or site, Seller will immediately notify Buyer and Seller will comply with Buyer’s policies and practices, and any applicable law, regarding management of hazardous wastes.
 
7. Change Order
Buyer may, from time to time, initiate changes by issuing to Seller written notices (each, a “Change Order”) that alter, add to, or deduct from the Goods or Services, but that are otherwise subject to the Terms of this Order. Seller will promptly comply with the terms of any Change Order.  
 
8. Termination
Buyer may terminate this Order, in whole or in part, for any reason upon thirty (30) days' prior written notice to Seller. In addition to any remedies provided herein, Buyer may terminate this Order with immediate effect, either before or after acceptance of Goods or Services, if Seller has breached any of the Terms herein. If the Seller becomes insolvent, commences or has commenced by it or against it bankruptcy proceedings, receivership, reorganization or assignment for the benefit of creditors, then the Buyer may terminate this Order. If Buyer terminates the Order for any reason, Seller's sole and exclusive remedy is payment for the Goods or Services received and accepted by Buyer prior to the termination.
 
9. Warranties
Seller warrants to Buyer that for a period of eighteen (18) months from the Delivery Date, all Goods, Services or Goods furnished in connection with Services will: (a) be new and free from any defects in workmanship, material and design; (b) conform to applicable specifications; (c) be fit for their intended purpose and operate as intended; (d) be free and clear of all liens, security interests or other encumbrances; and (e) not infringe or misappropriate any third party's intellectual property rights. These warranties survive any delivery, inspection, acceptance or payment. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Buyer's discovery of the noncompliance. If Buyer gives Seller notice of noncompliance, Seller shall, at its own cost and expense, promptly replace or repair the nonconforming Goods or Services.
 
10. Indemnification
Seller shall defend, indemnify, and hold harmless Buyer and Buyer's parent company, its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders, and employees (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, action, judgment, interest, penalty, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder (collectively, "Losses") arising out of or occurring in connection with Seller’s performance of its obligations or Seller's negligence, willful misconduct or breach of the Terms of this Order or possession of the Goods infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. Seller shall not enter into any settlement without Buyer's or Indemnitee's prior written consent.  
 
11. Confidential Information
All non-public, confidential or proprietary information of the Buyer, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, pricing, discounts or rebates, disclosed by Buyer to Seller, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the Order is confidential, solely for the use of performing the Order and may not be disclosed or copied unless authorized by Buyer in writing. Upon Buyer's request, Seller shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) rightfully and legally known to the Seller at the time of disclosure; or (c) rightfully and legally obtained by the Seller on a non-confidential basis from a third party.
 
12. Insurance
Seller shall, at its own expense, maintain, and carry insurance in full force and effect with financially sound and reputable insurers, which includes: (a) commercial general liability (including product liability) in a sum no less than £10,000,000 for each occurrence and £20,000,000 in the aggregate; (b) workers’ compensation insurance in compliance with the applicable laws of each jurisdiction affected by the Order; (c) if the Seller will use or provide for use of motor vehicles in providing and/or performing the Order, automobile (motor vehicle) insurance covering all liabilities for personal injury and property damage arising from the use of such vehicles, with limits of no less than £5,000,000. Upon Buyer's request, Seller shall provide Buyer with a certificate of insurance evidencing the coverage specified in this Order. 
 
13. Compliance with Law
Seller warrants and represents to Buyer that it is in compliance with and shall remain in compliance during performance of this Order and ensure that its employees, agents, contractors and subcontractors (the “Personnel”) comply with Buyer’s Supplier Code of Ethics, available on Buyer’s website, and all applicable laws, regulations and ordinances, including, without limitation, the Mine Safety and Health Act, Occupational Safety and Health Act, Toxic Substances Control Act, and Foreign Corrupt Practices Act. Seller has and shall maintain in effect all the licenses, permissions, authorizations, consents and permits required by law to carry out its obligations under the Order. Seller shall comply with all export and import laws of all countries involved in the sale of Goods under this Order. Seller assumes all responsibility for shipments of Goods requiring any government import clearance.  If Seller fails to comply with the laws, orders, rules, ordinances and regulations and as a result Buyer is fined, Seller agrees to pay the fine and costs incident thereto or reimburse Buyer for payment. To the extent that Seller’s Personnel are required to enter onto Buyer’s site or property, Seller shall ensure that Personnel comply with Buyer’s health, safety and environmental policies and standards.
 
14. Shipping Terms
Delivery shall be made in accordance with the Terms of this Order.  The Order number must appear on all documents pertaining to the Order, invoices, packing lists, correspondence, and all shipping documents.  Seller shall not substitute material or ship more than the quantity ordered.  Supplier shall be solely responsible for and pay, all costs of delivering the Goods to the Delivery Location, including, without limitation, all shipping and freight costs and all duties, fees, tariffs or similar analogous taxes on imports/exports of the Goods (“Customs Duties”).  Supplier will take all reasonable steps to minimize Customs Duties costs.
 
15. Taxes
Unless specified otherwise on the face of the Order, the prices are inclusive of, and Seller shall be solely responsible for and pay, all federal, state, and local taxes, including, but not limited to, value added tax, goods and services tax, sales, use or consumption tax.  No sales or tax shall be added when a valid tax exemption is indicated on the face of this Order by the Buyer.
 
16. Title and Risk of Loss
Unless otherwise specified in the Order, risk of loss of the Goods remains with Seller and title will not pass to Buyer until the Goods are delivered to and accepted by Buyer at the Delivery Location.
 
17. Force Majeure
Neither party shall be liable to the other for any delay or failure in performing its obligations under the Order to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party's fault or negligence, and which by its nature could not have been foreseen by such party ("Force Majeure Event"). Force Majeure Events include, but are not limited to, acts of God or the public enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, terrorist acts, riots, strike, or embargoes. Seller's economic hardship or changes in market conditions are not considered Force Majeure Events. Seller shall use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under the Order. If a Force Majeure Event prevents Seller from performance for a continuous period of more than fifteen (15) business days, Buyer may terminate this Order immediately by giving written notice to Seller.
 
18. Waiver and Release of Liens
Upon Seller receipt of amounts properly invoiced, Seller waives and releases all rights to, for itself and its subcontractors, and at its sole cost shall obtain prompt removal of any lien fixed against Buyer, for Goods or Services performed under this Order.
 
19. Relationship of the Parties
The Seller is an independent contractor of Buyer. Nothing contained herein shall be construed as creating any agency, partnership, employment or fiduciary relationship. Neither party shall have authority to bind the other party in any manner whatsoever.
 
20. Governing Law and Venue
All matters arising out of or relating to this Order shall be governed by and construed in accordance with the internal laws of the state, province or territory identified in the address for the Buyer on the Order, excluding its choice or conflict of law rules.  Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the federal and/or state, provincial or territorial courts in the state, province or territory identified in the address for the Buyer on the Order and the courts of appeal from them.
 
21. Notices
All notices, consents, claims, demands, waivers and communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of this Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (return receipt requested, postage prepaid). A Notice is effective only upon receipt of the receiving party, and if the party giving the Notice has complied with the requirements of this Section 21.
 
22. Inconsistent Terms
The terms found on the face of this Order shall govern over the terms and conditions herein.  Any separate written overriding agreement signed by both parties shall govern over the terms of the Order.
 
22. Services
Any Seller that may perform Services represents itself as qualified and able to perform.  Seller shall perform Services pursuant to the industry standard of care.  Buyer will furnish materials, equipment and machinery only if and to the extent set forth in the Order.  Seller will report immediately to Buyer any event or circumstance which Seller knows or reasonably suspects is, or results from, a violation of Buyer’s policies or law set forth herein.  Seller will, at its sole cost and expense, repair or replace any real or personal property belonging to Buyer that Seller, its employees or agents may damage, destroy or remove while performing or result from performing this Order.
 
23. Survival
Provisions of this Order which by their nature should apply beyond any termination of this Order will remain in effect for the period expressed within the Section but not longer than a period of two (2) years.
 
24. Severability
If any term or provision of this Order is found invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term of this Order or invalidate or render unenforceable such term in any other jurisdiction.
 
25. Miscellaneous
Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without Buyer’s prior written consent. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment shall relieve the Seller of any of its obligations hereunder. No modification, alteration or amendment of the Order shall be binding unless agreed to in writing and signed by Buyer.  No waiver by any party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Order by Buyer shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or privilege hereunder preclude any other exercise of any additional right, remedy, or privilege.

© Roof2FloorDrains 2022 All Rights Reserved

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