Naked Floors® Terms and Conditions for Supply of Goods and Services

Flooring Products: the finished, engineered, solid wood, painted and refurbished wood flooring provided by Us to You.

Force Majeure Event: an event or circumstance beyond a party’s reasonable control.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: Your order of the Products.

Order Acknowledgement: Our acceptance of Your Order.

Paid for Samples: samples of our Flooring Products paid for in advance of being dispatched to You.

Products: the Flooring Products, the Wood Floor Accessories or any other products (or any part of them) set out in the Order Acknowledgement or the Specification.

Services: the services set out in the Specification.

Specification: any specification for the Products or Services, including any related plans and drawings, that is agreed in writing between Us.

We/Us: Parquet Floors Limited (Company Number 05761309) trading as Naked Floors whose registered office is at 14 Margaret Street, Brighton, East Sussex BN2 1TS.

Wood Floor Accessories: oils, lacquers, varnishes, timber mouldings, adhesive, underlays and wood floor cleaning and maintenance products.

You/Your: the customer, being the person, company or firm who purchases the Products from Us.

• a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
• any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
• a reference to writing or written includes faxes and emails.

• delivery of the Products shall be deemed to have been completed at 9.00 am on the third day after the day on which We notified You that the Products were ready; and
• We shall store the Products until delivery takes place, and charge You for all related costs and expenses (including insurance).

• conform with their description and the Specification; and
• be free from material defects in design, material and workmanship; and
• be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
• be fit for any purpose held out by Us.

• You give notice in writing to Us within 7 days of the date of delivery that some or all of the Products do not comply with the warranty set out in clause 5.1;
• We are given a reasonable opportunity of examining such Products; and
• You (if asked to do so by Us) return such Products to Our place of business at Our cost,

We shall, in Our absolute discretion, repair or replace the defective Products, or refund the price of the defective Products in full.

We shall not be liable for the Products’ failure to comply with the warranty set out in clause 5.1 in any of the following events:
• You make any further use of such Products after giving notice in accordance with clause 5.2;
• the defect arises because You (or an independent contractor hired by you) failed to follow Our oral or written instructions as to the storage, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same;
• the defect arises as a result of Us following any drawing, design or specification supplied by You;
• You alter or repair such Products without Our written consent;
• the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
• the Products differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

• store the Products separately from all other goods held by You so that they remain readily identifiable as Our property;
• not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
• maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
• notify Us immediately if You become subject to any of the events listed in clause 14.1; and
• give Us such information relating to the Products as We may require from time to time.

• the Products or the Services;
• our existing charges;
• the timetable of delivery of the Products or carrying out the Services; and
• any of these terms.

• ensure that the terms of the Order and (if submitted by You) the Specification is complete and accurate;
• co-operate with Us in all matters relating to the Services;
• provide Us, our employees, agents, consultants and subcontractors, with access to Your premises and other facilities as reasonably required by Us to provide the Services;
• provide Us with such information and materials as We may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
• prepare Your premises for the supply of the Services in accordance with our reasonable instructions;
• obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
• be responsible (at Your own cost) for preparing and maintaining any relevant part of premises for the performance of the Services and for reinstating any such part of the premises once performance of the Services has been completed;
• inform Us of any unusual layout or construction of the premises;
• inform Us of all health and safety rules and regulations and any other reasonable security requirements that apply at the premises.

• We shall without limiting Our other rights or remedies have the right to suspend performance of the Services until You remedy the Customer Default, and to rely on the Customer Default to relieve Us from the performance of any of Our obligations to the extent the Customer Default prevents or delays the performance of any of Our obligations;
• We will not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Our failure or delay to perform any of Our obligations as set out in this clause 10.5; and
• You will reimburse Us on written demand for any costs or losses sustained or incurred by Us arising directly or indirectly from the Customer Default.

• shall be payable in pounds sterling;
• are exclusive of value added tax, which shall be added to Our invoice(s) at the appropriate rate.

• any factor beyond Our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in transport costs, labour, materials and other manufacturing costs);
• any request by You to change the delivery date(s), quantities or types of Products ordered, or the Specification; or
• any delay caused by any of Your instructions or Your failure to give Us adequate or accurate information or instructions.

• excludes amounts in respect of value added tax (VAT), which You shall additionally be liable to pay to Us at the prevailing rate; and
• excludes the costs and charges of packaging, insurance and transport of the Products.

• You commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of being notified in writing to do so;
• You take any step or action in connection with You entering bankruptcy (if an individual), administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of Your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
• You suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of Your business; or
• Your financial position deteriorates to such an extent that in Our opinion Your capability to adequately fulfil Your obligations under the Contract has been placed in jeopardy.

• death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
• fraud or fraudulent misrepresentation;
• breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
• defective products under the Consumer Protection Act 1987; or
• any matter in respect of which it would be unlawful for Us to exclude or restrict liability.

• We shall under no circumstances whatsoever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, or any indirect or consequential loss arising under or in connection with the Contract; and
• Our total liability to You in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Products supplied.

• We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of Our rights or obligations under the Contract.
• You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of Your rights or obligations under the Contract without Our prior written consent.

• This Contract constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
• We both agree that neither of us shall have any remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions. We both agree that we shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

• waive that or any other right or remedy; nor
• prevent or restrict the further exercise of that or any other right or remedy.

• Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or fax or email.
• A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 17.6(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one day after transmission.
• The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

• If you are a business, the Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales. We each irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
• If you are a consumer, please note that the Contract is governed by English law. This means a Contract for the purchase of Products and/or the Services and any dispute or claim arising out of or in connection with them will be governed by English law. We both agree that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.