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1.       (a)     In these conditions "we" or "us" means B & M Henderson Ltd and "you" means the buyer, and "our" and "your" shall be construed accordingly.

(b)     These conditions apply to all sales of goods by as and shall prevail over any other terms or conditions contained or referred to in your order or in correspondence or elsewhere or implied by trade, practice or course of dealing unless such other terms or conditions are specifically agreed in writing by one of our Directors. No variation or exclusion of these conditions shall be effective unless agreed in writing in advance by one of our directors.

(c)     If any provision of the contract is found by any court or other competent body to be wholly or partially illegal, invalid, or unenforceable, it shall to the extent of such illegality, invalidity, or unenforceability be deemed severable and the remaining provisions of the contract shall continue in full force and effect.

(d)     Any typographical error or clerical omission in any sales literature, quotation, price list, or other document issued by us may be corrected without liability on our part.



2.       A quotation given by us is an invitation to treat and not an offer. We may withdraw or amend any quotation at any time prior to our acceptance of your order, which will occur when we issue a written acknowledgement or when we begin to process your order, whichever is the earlier.


3.       You acknowledge that you do not rely on any representations made by our employees or agents. Any estimate of quantities needed or advice as to the suitability of any goods for any particular purpose given by our employees or agents is given without liability on our part. You are responsible for ascertaining the quantities required and the suitability of the goods for their purpose. PRICE



4.       (a)     Subject to clause 4(b), the price payable shall be the price stated in any quotation given by us provided that we have accepted the order within the period stated in the quotation.

(b)     We may be giving notice to you at any time up to 7 days before delivery increase the price payable for the goods sold to reflect any increase in costs including without limitation, costs of any goods or materials, carriage, labour or overheads, foreign exchange fluctuations, taxes and duties.

(c)     Prices are exclusive of Value Added Tax which shall be payable at the rate ruling on the date of the VAT invoice.

(d)     Unless we otherwise agree in writing we may charge you the cost of transport of the goods to the destination requested by you.



5.       (a) You may open a credit account, subject to satisfactory credit references being obtained and at our discretion. Payment for goods supplied on a credit account shall be due no later than the last day of the month following the month of delivery of the goods. If you default in making payment, the entire balance of your account shall be payable immediately and we may change interest on the account, together costs and expenses, in accordance with clause 5(d)

(b)     For all other transactions payment shall be in cash with the order or, at our discretion, on delivery

(c)     You may not withhold or set off payment of any amount due to us

(d)     If you do not make any payment on the due date then, without prejudice to any other right or remedy available to us, we may

(i)      cancel the contract or suspend any further deliveries to you.

(ii)     appropriate any payment made by you to such of the goods (or the goods supplied under any other contract between you and us) as we may in our sole discretion think fit; and (Hi) charge you interest at the rate of 4% above the base rate from time to time of royal bank of Scotland PLC on the unpaid balance, to accrue on a day to day basis from the due date for payment until receipt by as of the full amount whether before or after any judgement; and

(iv) be indemnified by you against all costs and expenses incurred by as in recovering sums due or in exercising our rights pursuant to clause 5

(e)     If you are an existing credit account customer and intend, being a company, to alter your constitution or, being a sole trader or partnership, to become incorporated or amalgamated with others you must

give prior written notice to as of the intended change if you wish to continue credit account facilities following the intended change. Continuance of trading after the change shall be at our discretion and only deemed undertaken by as if a written acknowledgement is issued by one of our directors



6.       (a) Delivery will occur when the goods are ready for unloading at the delivery address, or when you take possession of the goods at our premises, whichever is the earlier. Delivery dates or times mentioned in any quotation or elsewhere are approximate and not part of any contract and we shall not be liable to you if we do not deliver on or at any particular date or time, nor shall time be of the essence of any contract.

(b)     We will deliver to site provided that there is a suitable road to the point where delivery is requested. If no such road exists delivery will be made to the nearest point to which in the opinion of the driver, the vehicle can safely proceed and unload. Except for use of a vehicle mounted crane, you will provide all necessary labour and equipment required to unload materials promptly; and will Indemnify us against any cost, claim, loss or damage arising from unloading.

(c)     If you do not take delivery of goods tendered in accordance with the contract we shall be entitled to immediate payment in full for such goods. We may store such goods at your risk and you shall in addition to the purchase price pay all costs of storage and any additional costs incurred as a result of you not taking delivery.

(d)     On your request, we will within 1 month of delivery, provide evidence of delivery of goods ordered, such as a copy of a delivery note. If you do not raise any query about delivery within such period, the goods shall be deemed to have been delivered in accordance with your order.



7.       The risk in the goods shall pass to you upon delivery.


8.       (a)     Until we have been paid in full the price of the goods and all other goods agreed to be sold by as to you for which payment is then due together (where applicable) with the costs of packaging and delivery plus any interest and charges thereon:

(i) We shall retain ownership of the goods, but you shall store the goods in such a way as clearly to show our ownership of them and you shall tell as immediately where the goods are situated.

(ii) You shall afford as access to the goods during normal business hours whether they are upon land occupied by you or your customers and you shall deliver the goods up to as at our request and allow as to remove them. for this purpose you hereby grant an irrevocable right and license to our employees or agents to enter upon the said land with or without vehicles during normal business hours.

(iii) You may sell and deliver the goods to third parties in the ordinary course of you business, acting towards such third parties as a principal and not as our agent, but you shall hold all proceeds of sale on

trust for us in a separate bank account, you hereby assigning to us all rights and claims which you may have against your customers arising from such sales until full payment in made as aforesaid.

(b)     The authority given to you under clause 8(a)(iii) will continue until we notify you otherwise or until the happening of any of the following events (whichever is earlier)

(i)      any notice to you that an administrative receiver or other receiver or manager into be or has been appointed in respect of your undertaking or a material part thereof or other property or assets;

(ii)     any notice to you that a petition to wind you up into be or has been presented to you under section 124 of the Insolvency Act 1986 or otherwise or any notice to you of a proposal to pass a resolution to wind you up (including any proposal by you to do so)

(iii) a decision by you to make a voluntary arrangement or composition with your creditors or any notice to you and/or any of your creditors that a proposal for the same into be or has been made;

(iv) you becoming unable to pay your debts as such expression is defined by the insolvency act 1986; or

(v) any notice to you that you are to be the subject of a petition for an administration order or the making of any administration order in respect of you; and you shall immediately notify as in writing upon the happening of any such event.

(c)     On receipt of written notice from us or on the happening of any of the events set satin clause 8(b), your authority to sell our goods shall immediately be withdrawn and all such goods and products made there from shall immediately be delivered to us at your cost and risk



9.       (a) You shall inspect the goods upon delivery. We will make good at our option by repair or replacement any defects in the goods due solely to defective workmanship or materials which are notified in writing to us; in the case of any defect discoverable upon reasonable examination, such notification must be made within 2 working days from the date of delivery and, in the case of any defect not discoverable upon reasonable examination, such notification must be made within 2 working days of the date such defect is actually discovered provided that

(i)      our above obligations do not extend to defects caused by willful damage, negligence (other than by our employees or agents), fair wear and tear, alteration or repair of the goods without our prior written approval, or incorrect storage, application, movement or installation;

(ii)     our above obligations only apply for six months from the date of delivery.

(b)     We will not accept liability for shortages in quantities delivered unless you notify as of any claim for short delivery within 2 working days of delivery Our liability shall be limited to making good the shortage.

(c)     Save as set out in these conditions and save for liability for death or personal injury resulting from our negligence and save from breach of our undertaking as to title implied by statute, all express or implied conditions, representations or warranties as to description, quality or fitness of the goods or otherwise are expressly excluded. We shall not be liable for any consequential, indirect or economic loss or for any loss of profits, business, revenue, goodwill or anticipated savings, (whether arising from the breach of contract, tort, breach of statutory duty misrepresentation or otherwise).

(d)     Where fine or special tolerances are required in the goods supplied beyond those generally accepted in the building trade, no liability shall attach to us unless such tolerances are notified in writing to as at the time of order and we have acknowledged in writing that we are prepared to accept such an order.

(e)     If you are a consumer (as defined by the Unfair Terms in Consumer Contracts Regulations 1994) your statutory rights are not affected by these conditions.



10.     a)      We may charge for any special packaging to cover the cost of labour and materials.

(b)     You will be responsible for the disposal of any waste arising from the goods and will comply with all applicable laws, regulations, and waste management licenses relating to such waste. You will indemnify us against all costs, claims, liabilities and expenses arising from any breach by you of this clause.



11.     (a)     Subject to clause 11(b) we may at our discretion accept or reject the cancellation of any order after we have accepted it. If we decide to accept the cancellation of such an order this acceptance shall boon such terms as we specify. We will not accept the cancellation of an order for goods which are to be specially made or obtained nor will any allowance be made in respect of goods where they are subsequently returned.

(b) Where you are a "consumer" under a "distance contract", both as defined in the Consumer Protection (Distance Selling) Regulations 2000, you may cancel the order within 7 working days after the day after the goods are delivered. You must then either return the goods to the branch from which they were delivered or request us to collect the goods; in the latter case you will be liable to pay our costs of collection. You will not have right of cancellation where the goods are made to your specification or are personalised or are liable to deteriorate or expire rapidly.



13.     We shall not be liable for any default due to any act of God, war, civil disturbance, malicious damage, strike, lock-out, industrial action, fire, flood, drought, extreme weather conditions, compliance with any law or governmental order, rule, regulation, direction or other circumstance which is beyond our control.



14.     (a)     We shall be entitled immediately to terminate this agreement by written notice to you if you fail to make any payments in accordance with the terms of this agreement or commit any other branch of this agreement or if any distress or execution shall be levied upon any of your goods or if you offer to make any arrangement with your creditors or if any bankruptcy petition is presented against you or you are unable to pay your debts as they fall due or (where you are a company) any resolution or petition to wind up your company (other than for the purposes of amalgamation or reconstruction with insolvency) shall be passed or presented or if a receiver or manager shall be appointed over the whole or any part of your business or assets or a petition for an administration order is presented in respect of your company or any notice of an intention to appoint or notice of an appointment of an administrator is filed at Court or you become subjects an administration order

(b)     Upon the termination of this Agreement for any reason we may stop any goods in transit and suspend further deliveries without prejudice to the continuation of our rights under these terms and conditions and to any existing claims which we may have against you.



15.     The failure by either you or as to exercise or enforce any right conferred by the contract shall not be a waiver of any such right no bar the exercise or enforcement of such night at any time thereafter.



16.                      Certain products supplied by as could, if incorrectly used, give rise to risks to health and safety. Information in respect of such products is available from us. You undertake that you will ensure compliance so far as is reasonably practicable by your employees, agents and customers with any instructions given by as or the manufacturer and will take any other steps or precautions, having regard to the nature of the goods as are necessary to preserve the health and safety of any person handling, using or disposing of them.



17.                      Any notices hereunder shall be in permanent readable form and shall be deemed properly delivered if addressed to the party concerned at its principal place of business or last known address. Any notice hereafter shall be deemed to have been delivered, if sent by post, 2 days after posting, and if sent by fax, on the next working day after transmission



18.     (a)     The contract shall be governed by and construed in accordance with English law and subject to the exclusive jurisdiction of the English courts



19.     A person who is not a party to a contract with us has no rights under the Contracts (rights of Third Parties) Act 1999 to enforce any term of the contract. You may not assign the contract or any part of it without our prior written consent.