Terms & Conditions


In these conditions, the following definitions apply:

Business Day: a day other than a Saturday or Sunday or public holiday in England and when banks in London are open for business

Conditions: the terms and conditions set out in this document as amended from time to time

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions

Customer: the person or firm who purchases the Goods from the Supplier

Goods: the goods (or any part of them) set out in the Order

Order: the order by the Customer for the Goods, as set out in the signed Sales Order from the Customer

Specification: any specification for the Goods, including any related plans or drawings that is agreed in writing by the Customer to the Supplier

Supplier: Direct Roofing Systems Ltd (registered in England and Wales with Company Number 10942931)


2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.

2.3 The Order shall only be deemed to be accepted when the Customer confirms in writing they have checked and accepted the quote and wish to proceed with the Order. The Supplier will only acknowledge acceptance of the Order once a deposit of at least 50% of the Order value has been paid by the Customer, at which point the Contract shall come into existence.

2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.

2.5 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained within catalogues or brochures of the Supplier are produced for the sole purpose of giving an approximate idea of the Goods described to them. They shall not form any part of the Contract or have any contractual force.

2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 business days from its date of issue.


3.1 The Goods are described in the quotation/order of the Supplier

3.2 All Goods remain the property of the Company until paid in full.

3.3 The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the use of the Specification by the Supplier. This Clause 3.2 shall survive termination of the Contract


4.1 The supplier will fabricate made-to-measure Orders for the Goods according to the measurements the Customer provides to the Supplier. All Drawings provided by the Supplier are viewed from the outside and all bay measurements are given from the inside.

4.2 The Customer will be responsible for ensuring that the measurements are correct and accurate. Dimension are finished-frame manufacturing sizes, inclusive of any frame extensions such as cills and add-ons.

4.3 The Customer shall be responsible for ensuring the accuracy or the content of each and any order submitted, with all necessary information relating to the Goods ordered, itemizing colour, all dimensions, ventilation, u values and energy rating.

4.4 The Customer will accept all risk and responsibility should they arrange or commence works or installation without fully checking the Goods. Once installed, the Supplier will not accept any liability for any damages found.

4.5 The Supplier cannot accept the return of made-to-measure Goods or offer a refund.


5.1 The Supplier will ensure that:

Each delivery of the Goods is accompanied by a delivery note which shows all relevant reference numbers of the Customer and Supplier, the type and quantity of the Goods (including any relevant part codes if applicable) and approximate weights for fabricated items.

5.2 The Supplier shall deliver the Goods to the location set out in the order or such other location as the parties may agree (Delivery Location) before or at any time the Supplier notifies the Customer that the Goods are ready.

5.3 Delivery of the Goods shall be completed on the arrival of the Goods at the Delivery Location. The Supplier offers a kerb-side delivery only and it is the Customer’s responsibility to ensure they have sufficient people on site to unload frames. Failure to do so may mean Goods being returned to the Supplier and a re-delivery charge being made.

5.4 Lead dates quoted for delivery are approximate only and the date and time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the failure of the Customer to provide the Supplier with adequate delivery instructions or any other instructions relevant to the supply of the Goods. Delivery dates may also depend on the location of the delivery. The Supplier free-of-charge delivery does not cover all areas of the UK and additional delivery costs may be incurred.

5.5 The Supplier requires at least 72 hours’ notice of any collections or requests for early delivery and this is at the Supplier’s discretion.


Cancellation of an Order by the Customer will only be accepted by the Company on condition that all costs and expenses incurred by the Company up to the time of cancellation and by reason of the cancellation will become payable by the Customer to the Company immediately upon acceptance of cancellation of the Order by the Company. Definitive cancellation costs will be determined on the stage of fabrication of the Order including specific purchases made in relation to the Order.


7.1 The Supplier warrants that on delivery, the Goods shall conform in all material respects with their description

7.2 The goods must be inspected and any defects must be reported to the Supplier within 24 hours (known as the Defects Liability Period). The Supplier will not accept liability for any claims received after the Defects Liability Period has expired.

7.3 The Supplier must be given a reasonable opportunity to examine the Goods. The Customer agrees to allow the Supplier on site to examine Goods if needed, and suggest or take remedial actions to remedy the issues.

7.4 The Supplier shall not be liable for failure of the Goods or any defect that arises:  because the Customer failed to store, commission, install, use or maintain the goods appropriately,  or if the defect has arisen as a result of the design or Specification supplied by the Customer or the Customer has altered or repaired such Goods without written consent of the Supplier or defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.

7.5 These conditions shall apply to any repaired or replacement Goods supplied by the Supplier.


8.1 The risk of the Goods shall pass to the Customer on completion of delivery.

8.2 Title to the Goods shall not pass to the customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods.


9.1 The price of the Goods shall be the price set out in the Order.

9.2 Where a credit account has been agreed, the Customer shall pay the invoice in full and in cleared funds by the end of the agreed credit terms and on receipt of an invoice.


10.1  The Supplier may terminate the Contract if the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts or is deemed unable to pay its debts within the meaning of the appropriate section of the Insolvency Act 1986, or the Customer commences negotiation with all or any class of its creditors with a view to rescheduling any of its debts, a petition is filed, the Customer is subject of a bankruptcy petition or order, application is made to court for the appointment of an administrator or the financial position of the Customer deteriorates to such an extent that in the opinion of the Supplier the capability of the Customer to fulfil its obligations under the Contract has been placed in jeopardy.

10.2 On termination of the Contract for any reason, the Customer shall pay all outstanding unpaid invoices to the Supplier or forfeit the Goods and deposit paid to the Supplier.


11.1 The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

11.3 A person who is not party to the Contract shall not have any rights to enforce its terms.


12.1 The Seller shall not be liable for any shortage in quantities delivered nor any defect in the quality nature or condition of the Goods nor for failure of the Goods to comply with any specification unless a claim in writing shall have been received by the Seller from the Purchaser within five days of delivery of the Goods.

12.2 In the event of any shortage defect or failure as aforesaid the Seller shall subject to condition 12(a) make good the shortage and/or as appropriate replace or repair free of charge any goods found to be defective by reason of faulty materials or workmanship provided that as a condition thereof the Seller may require that the Goods concerned are returned to the Seller’s works carriage paid within one month of discovery of the defect.

12.3 Subject to the foregoing conditions warranties or representations express or implied by statute common law or otherwise in relation to the Goods are hereby excluded and the Seller shall be under no liability to the Purchaser for any loss damage or injury direct or indirect resulting from defective material faulty workmanship or faulty fabrication or from use with unspecified accessories or gaskets not supplied by Direct Roofing Systems Ltd. or otherwise however arising out of the Contract and whether or not caused by the negligence of the Seller his servants or agents.


The use of this website is subject to the following terms of use:

13.1 The content of the pages of this website is for your general information and use only. It is subject to change without notice.

13.2 Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

13.3 Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.

13.4 This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.

13.5 All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.

13.6 Unauthorised use of this website may give to a claim for damages and/or be a criminal offence.

13.7 From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).

13.8 Your use of this website and any dispute arising out of such use of the website is subject to the laws of England and Wales.

13.9 We are not liable in any circumstances for special, indirect or consequential loss or any damages whatsoever resulting from loss of use, loss of data or loss revenues or profits, whether in an action of contract, negligence or otherwise, arising out of or in connection with your use of our website or the purchase of goods.

13.10 This is a comprehensive limitation of liability that applies to all damages of any kind.


14.1 The Seller shall not be liable to the Purchaser for any loss or damage which may be suffered by the Purchaser as a direct or indirect result of the supply of the Goods by the Seller being prevented hindered delayed or rendered uneconomic by reason of any force majeure circumstances.

14.2 In the condition “Force Majeure Circumstances” shall mean any Act of God riot strike lock-out trade dispute or labour disturbance; accident break-down of plant machinery fire flood difficulty or increased expense in obtaining workman materials or transport or other circumstances whatsoever outside the reasonable control of the Seller affecting the provision of the Goods or of raw materials thereof by the Seller’s normal source of supply or the manufacture of the Goods by the Seller’s normal means or the delivery of the Goods by the Seller’s normal route or means of delivery.


If the Purchaser enters into a Deed of Arrangement or commits an act of bankruptcy or compounds with their creditors or a receiving order is made against them or (being a company) shall pass a resolution or the court shall make an order that the Purchaser shall be wound up (otherwise than for the purposes of amalgamation or reconstruction) or if a receiver shall be appointed of any of the assets or undertaking if the Purchaser or if circumstances shall arise which entitles the court to make a winding-up order or if the Purchaser takes or suffers any similar action in consequence of debt or commits any breach of the contract the Seller may stop any Goods in transit and suspend further deliveries and by notice in writing to the Purchaser may forthwith determine the Contract without prejudice to the provisions of Conditions, 5(b) hereof and to any existing claim.


The failure by either party to the Contract to exercise or enforce any rights conferred by the Contract shall not be deemed to be a waiver of any such right. Nor operate so far as to bar the exercise or enforcement thereof at any time or times thereafter.


Any notices hereunder shall be in permanent readable form and shall be deemed properly addressed to the party concerned at its principal place of business or last known address.


The Purchaser shall indemnify the Seller against all actions claims and costs, damages or losses arising from any infringement of letters, patent design trademark or copyright protected by law in respect of any Goods made or supplied by the Seller.


The Contract shall in all respects be governed by and construed and interpreted in accordance with the Laws of England.

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