Terms and Conditions of Business — effective March 2026
1.1 In these Terms and Conditions, the following definitions apply:
“BAAM” / “We” / “Us” means BAAM Materials Ltd, a trading name of Amber Elite Solutions Limited (Company Number: 15588605), registered in England & Wales.
“Client” / “You” means the business, contractor, or individual entering into an agreement with BAAM for the supply of services or materials.
“Managed Procurement Service” means the outsourced materials buying and procurement management service described in Section 3 of these Terms.
“Proforma Supply Service” means the direct-to-site materials supply service described in Section 4 of these Terms.
“Credit Account” means an approved credit facility held with Amber Elite Solutions Limited, enabling the Client to purchase materials on agreed credit terms as described in Section 5 of these Terms.
“Credit Limit” means the maximum outstanding balance permitted on a Credit Account at any one time, as notified to the Client upon approval of their credit application.
“Services” means either or both of the Managed Procurement Service and the Proforma Supply Service, as applicable.
“Retainer Fee” means the fixed monthly fee agreed in writing between BAAM and the Client for the Managed Procurement Service.
“Order” means a written or electronic request from the Client for materials under the Proforma Supply Service or against an approved Credit Account.
“Engagement Letter” means the written document issued by BAAM setting out the agreed scope, fees, and specific terms applicable to the Client.
1.2 These Terms and Conditions apply to all services provided by BAAM. In the event of any conflict between these Terms and an Engagement Letter, the Engagement Letter shall prevail.
2.1 By engaging BAAM for any service, the Client agrees to be bound by these Terms and Conditions.
2.2 These Terms apply to all business-to-business engagements. BAAM does not provide services to consumers as defined under the Consumer Rights Act 2015.
2.3 BAAM reserves the right to update these Terms from time to time. The version in effect at the time of each Engagement Letter shall apply to that engagement.
2.4 No variation to these Terms shall be effective unless agreed in writing and signed by an authorised representative of BAAM.
BAAM provides an outsourced procurement function on behalf of the Client. This includes, but is not limited to:
BAAM acts as the Client’s commercial representative in dealings with suppliers. All supplier accounts remain in the Client’s name. BAAM does not assume credit obligations on behalf of the Client and does not replace existing supplier relationships.
The Managed Procurement Service commences with a Free of Charge (FOC) Procurement Health Check. This is a structured commercial review of the Client’s current buying position and carries no obligation to proceed to a paid engagement.
The Managed Procurement Service operates on a fixed monthly Retainer Fee as agreed in the Engagement Letter.
The Retainer Fee is payable monthly in advance. Payment is due within 14 days of invoice unless otherwise agreed in writing.
BAAM reserves the right to suspend the Managed Procurement Service without notice in the event of overdue payment. Suspension does not affect the Client’s obligation to pay outstanding fees.
All fees are quoted exclusive of VAT. VAT will be charged at the prevailing rate where applicable.
The Managed Procurement Service continues on a rolling monthly basis unless a fixed term is specified in the Engagement Letter.
Either party may terminate the Managed Procurement Service by providing 30 days’ written notice to the other party.
BAAM may terminate the Service immediately and without notice in the event of:
Upon termination, the Client remains liable for all fees accrued up to and including the effective date of termination.
To enable BAAM to deliver the Managed Procurement Service effectively, the Client agrees to:
BAAM supplies construction materials direct to site on a proforma (cleared funds) basis. BAAM acts as a supply intermediary and does not operate a traditional merchant credit account.
All quotations are provided in writing. A quotation constitutes an offer to supply at the stated price and is valid for the period specified within the quotation, or 5 business days if no period is stated. Quotations are subject to availability and supplier pricing at the time of order confirmation.
Clients wishing to purchase materials on credit terms rather than proforma may apply for a Credit Account under Section 5 of these Terms.
All Orders under the Proforma Supply Service require 100% payment of the invoice value in cleared funds prior to dispatch. No materials will be ordered, allocated, or despatched until full payment has been received and confirmed.
Accepted payment methods will be confirmed at the time of quotation. BAAM reserves the right to decline payment methods at its discretion.
All prices are quoted exclusive of VAT unless otherwise stated. VAT will be applied at the prevailing rate.
BAAM reserves the right to amend pricing prior to receipt of cleared funds in the event of material supplier price changes. The Client will be notified of any such change before payment is requested.
An Order is only accepted and confirmed once BAAM has issued a written order confirmation and cleared funds have been received in full.
Delivery timescales stated at the time of quotation are estimates only. BAAM will use reasonable endeavours to meet stated delivery dates but does not accept liability for delays caused by suppliers, carriers, or circumstances beyond its reasonable control.
The Client is responsible for ensuring adequate access, unloading facilities, and a suitable receiving point at the delivery address. BAAM will not be liable for costs arising from failed or delayed deliveries due to site access issues.
Risk in materials passes to the Client upon delivery to the stated delivery address.
Orders may only be cancelled prior to BAAM placing the order with its supplier. Once an order has been placed with a supplier, cancellation may not be possible and any cancellation charges levied by the supplier will be passed to the Client.
Returns of materials are subject to supplier return policies. BAAM will use reasonable endeavours to facilitate returns where appropriate but cannot guarantee acceptance. Any restocking or handling charges will be borne by the Client.
Materials that are bespoke, cut to size, or made to order are non-returnable and non-refundable.
The Client must inspect all delivered materials upon receipt. Any claims for damage, shortage, or incorrect supply must be notified to BAAM in writing within 48 hours of delivery. BAAM will not accept claims notified outside this period.
5.1.1 Credit accounts are arranged through BAAM Materials but all credit facilities, invoices, and legal agreements are issued by and held with Amber Elite Solutions Limited (Company Number: 15588605). By applying for a Credit Account, the Client enters into a credit agreement with Amber Elite Solutions Limited directly.
5.1.2 The provision of a Credit Account is subject to satisfactory completion of the credit application process, credit assessment, and approval by Amber Elite Solutions Limited at its sole discretion.
5.1.3 Approval of a Credit Account does not guarantee the ongoing availability of credit. Amber Elite Solutions Limited reserves the right to adjust or withdraw credit facilities at any time without prior notice.
5.2.1 To apply for a Credit Account, the Client must submit a completed Credit Account Application Form including:
5.2.2 The following supporting documentation must be submitted with the application:
5.2.3 By submitting a credit application, the Client and its director or owner authorise Amber Elite Solutions Limited to conduct credit checks and contact the trade references provided.
5.3.1 A Credit Limit will be assigned upon approval and notified to the Client in writing. The Client must not allow the outstanding balance on its Credit Account to exceed the assigned Credit Limit at any time.
5.3.2 Amber Elite Solutions Limited may review and revise the Credit Limit at any time. Any reduction in the Credit Limit will be communicated to the Client as soon as reasonably practicable.
5.4.1 All invoices raised against an approved Credit Account are payable strictly 30 days from the date the order is placed.
5.4.2 Payment must be made in full by the due date. No deductions, set-offs, or withholdings may be made without the prior written consent of Amber Elite Solutions Limited.
5.4.3 Amber Elite Solutions Limited reserves the right to require proforma payment or to suspend credit facilities at any time, including where invoices are overdue or the Client’s financial position has deteriorated.
5.5.1 Where any invoice is not paid by the due date, Amber Elite Solutions Limited reserves the right to charge statutory interest and claim recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).
5.5.2 Statutory interest will accrue at 8% per annum above the Bank of England base rate, calculated on a daily basis from the date the payment became due until the date payment is received in full.
5.5.3 In addition to statutory interest, Amber Elite Solutions Limited reserves the right to recover reasonable debt recovery costs where an overdue account is referred for collection.
5.6.1 All goods supplied on credit remain the property of Amber Elite Solutions Limited until payment has been received in full in cleared funds. Title to the goods shall not pass to the Client until all outstanding sums owed to Amber Elite Solutions Limited have been settled.
5.6.2 Until title passes, the Client holds the goods as bailee for Amber Elite Solutions Limited and must store them in a manner that clearly identifies them as the property of Amber Elite Solutions Limited.
5.6.3 Amber Elite Solutions Limited reserves the right to enter the Client’s premises and recover goods where payment terms have been breached and title has not passed. The Client irrevocably grants Amber Elite Solutions Limited licence to do so.
5.6.4 The Client may use or sell the goods in the ordinary course of its business prior to payment, but shall hold the proceeds of any such sale on trust for Amber Elite Solutions Limited to the extent of the outstanding sum owed.
5.7.1 A personal guarantee from the company director or owner may be required as a condition of credit approval, at the discretion of Amber Elite Solutions Limited.
5.7.2 Where a personal guarantee is required, the guarantor irrevocably and unconditionally guarantees the due and punctual payment of all sums owed by the Client to Amber Elite Solutions Limited, including any interest and recovery costs.
5.7.3 The guarantor’s liability under a personal guarantee is not affected by any variation to the credit terms, the granting of any indulgence to the Client, or any other circumstance that might otherwise discharge a guarantor.
5.8.1 Amber Elite Solutions Limited reserves the right to suspend or permanently withdraw a Credit Account at any time. Circumstances in which credit may be suspended or withdrawn include, but are not limited to:
5.8.2 Suspension or withdrawal of credit does not release the Client from its obligation to pay all outstanding sums in full. Upon notification of suspension or withdrawal, all outstanding invoices become immediately due and payable.
6.1 Each party agrees to keep confidential all non-public information received from the other party in connection with the Services, including but not limited to pricing, supplier terms, rebate structures, and business strategy.
6.2 This obligation of confidentiality shall survive termination of any engagement and shall continue for a period of 3 years from the date of disclosure.
6.3 Neither party shall use the other’s confidential information for any purpose other than performing its obligations under these Terms.
7.1 All reports, procurement frameworks, benchmarking data, supplier analysis, and similar materials produced by BAAM in the course of providing the Services remain the intellectual property of BAAM unless expressly agreed otherwise in writing.
7.2 BAAM grants the Client a non-exclusive, non-transferable licence to use such materials solely for the internal business purposes for which they were produced.
8.1 Nothing in these Terms limits or excludes BAAM’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.
8.2 Subject to clause 8.1, BAAM’s total aggregate liability to the Client arising out of or in connection with any engagement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to BAAM in the 12 months immediately preceding the event giving rise to the claim.
8.3 BAAM shall not be liable for any indirect, consequential, special, or punitive loss, including but not limited to loss of profit, loss of revenue, loss of contract, loss of anticipated savings, or damage to reputation, even if advised of the possibility of such losses.
8.4 BAAM provides the Managed Procurement Service on the basis of its professional judgement and experience. BAAM does not guarantee specific financial outcomes, savings levels, or rebate recoveries. Results will vary depending on the Client’s existing supplier structure, spend profile, and market conditions.
9.1 The Client shall indemnify and hold harmless BAAM against any claims, losses, damages, costs, or expenses (including reasonable legal fees) arising from:
10.1 Both parties shall comply with their respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
10.2 BAAM will process personal data provided by the Client only to the extent necessary to deliver the Services and in accordance with BAAM’s Privacy Policy, available on request.
10.3 In connection with a Credit Account application, personal data relating to directors and owners (including identity verification documents) will be processed by Amber Elite Solutions Limited for the purposes of credit assessment and account management. This processing is necessary for the performance of the credit agreement and for compliance with legal obligations.
11.1 Neither party shall be liable for any delay or failure to perform its obligations under these Terms where such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to acts of God, pandemic, strike, civil unrest, government action, or supply chain disruption.
11.2 The affected party shall notify the other as soon as reasonably practicable and shall use reasonable endeavours to mitigate the impact of the force majeure event.
12.1 Both parties shall comply with all applicable anti-bribery and corruption laws, including the Bribery Act 2010, and shall maintain adequate procedures to prevent bribery.
12.2 Neither party shall offer, give, request, or accept any financial or other advantage in connection with these Terms that would constitute a breach of the Bribery Act 2010.
13.1 In the event of a dispute arising out of or in connection with these Terms, the parties shall first attempt to resolve the matter through good faith negotiation.
13.2 If the dispute cannot be resolved through negotiation within 30 days of written notice, either party may refer the matter to mediation before commencing legal proceedings.
13.3 Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction.
14.1 These Terms and Conditions and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
14.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.
15.1 Entire Agreement. These Terms, together with any Engagement Letter, constitute the entire agreement between the parties with respect to the Services and supersede all prior negotiations, representations, warranties, and understandings.
15.2 Severability. If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it enforceable. If modification is not possible, the provision shall be severed, and the remaining provisions shall continue in full force and effect.
15.3 Waiver. No failure or delay by BAAM in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy.
15.4 Third Party Rights. These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.
15.5 Notices. Any notice required under these Terms shall be given in writing and delivered by email to the address confirmed in the Engagement Letter, or by first class post to the registered business address of the relevant party.