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1. Price
1.1 The price quoted excludes VAT (unless otherwise stated). VAT
will be charged at the rate applying at the time of delivery.
1.2 Our quotations lapse after 14 days (unless otherwise agreed).
1.3 The price quoted includes delivery (unless otherwise stated).
1.4 Unless otherwise stated, the price quoted is an illustrative
estimate only and the price charged will be our price current at
the time of delivery.
1.5 Rates of tax and duties on the goods will be those applying
at the time of delivery.
1.6 At any time before delivery we may adjust the price to reflect
any increase in our costs of supplying the goods.
2. Delivery
2.1 All delivery times quoted are estimates only.
2.2 If we fail to deliver within a reasonable time, you may (by
informing us in writing) cancel the contract, however:
2.2.1 you may not cancel if we receive your notice after the goods
have been dispatched; and
2.2.2 if you cancel the contract, you can have no further claim
against us under that contract.
2.3 If you accept delivery of the goods after the estimated delivery
time, it will be on the basis that you have no claim against us
for delay (including indirect or consequential loss, or increase
in the price of the goods.
3. Delivery and Safety
3.1 We may decline to deliver if:
3.1.1. we believe that it would be unsafe, unlawful or unreasonably
difficult to do so; or
3.1.2 the premises (or the access to them) are unsuitable for our
vehicle.
4. Payment Terms
4.1 You are to pay us a deposit of no less than
50% of the full price payable at the time of order and no order
will be accepted or processed without receipt of such deposit which
shall be payable in cash or in cleared funds.
4.2 You are to pay us in cash (or otherwise in cleared funds) within
7 days of delivery the remainder of the price.
4.3 If you fail to pay us in full on the due date:
4.3.1 we may suspend or cancel future deliveries;
4.3.2 we may cancel any discount offered to you;
4.3.3 you must pay us interest at the rate equivalent to that set
for the purposes of s6 of the Late Payment of Commercial Debts (interest)
Act 1998:
a. calculated (on a daily basis) from the
date of our invoice until payment;
b. compounded on the first day of each calendar
month; and
c. before and after any judgement (unless
the court orders otherwise).
4.4 You do not have the right to set off any money you may claim
from us against anything you may owe us.
4.5 While you owe money to us, we have a lien on any of your property
in our possession.
4.6 You are to indemnify us in full and hold us harmless from all
expenses and liabilities we may incur (directly or indirectly and
including finance costs and legal costs on a full indemnity basis)
following any breach by you of any of your obligations under these
terms.
5. Title
5.1 Until you pay all debts you may owe us:
5.1.1 all goods supplied by us remain our property;
5.1.2 you must store them so that they are clearly identifiable
as our property;
5.1.3 you must insure them (against the risks for which a prudent
owner would insure them) and hold the policy on trust for us;
5.1.4 you may use those goods and sell them in the ordinary course
of your business, but not if:
a. we revoke that right (by informing you
in writing); or
b. you become insolvent
5.2 You must inform us (in writing) immediately if you become insolvent.
5.3 If your right to use and sell the goods ends you must allow
us to remove the goods.
5.4 We have your permission to enter any premises where the goods
may be stored:
5.4.1 at any time, to inspect them; and
5.4.2 after your right to use and sell them has ended, to remove
them, using reasonable force if necessary.
5.5 Despite our retention of title to the goods, we have the right
to take legal proceedings to recover the price of goods supplied
should you not pay us by the due date.
5.6 You are not our agent. You have no authority to make any contract
on our behalf or in our name.
6. Risk
6.1 The goods are at your risk from the time of
delivery.
6.2 Delivery takes place either:
6.2.1 at the arrival of the goods at our premises (if you are collecting
them or arranging carriage) or;
6.2.2. at the arrival of the goods at your premises (if we are arranging
carriage).
7. Warranties
7.1 We warrant that the goods:
7.1.1 comply with their description on our acknowledgement of order
form; and
7.1.2 are free from material defect at the time of delivery.
7.2 We give no other warranty (and exclude any warranty, term or
condition that would otherwise be implied) as to the quality of
the goods or their fitness for any purpose.
7.3 We specifically do not warrant that any goods will match exactly
any sample on which you have based your order.
7.4 We are not liable for any other loss or damage (including indirect
or consequential loss, financial loss, loss of profits or loss of
use) arising from the contract or the supply of goods or their use,
even if we are negligent.
7.5 Our total liability to you (from one single cause) for damage
to property caused by our negligence is limited to one million pounds.
7.6 For all other liabilities not referred to elsewhere in these
terms our liability is limited in damages to the price of the goods.
7.7. Nothing in these terms restricts or limits our liability for
death or personal injury resulting from our negligence.
8. Specification
8.1 You agree that you are purchasing goods, which
by their very nature will have a variance to an agreed specification
and that all consignments of the goods will contain a mixture of
shades in colour that typify the species of timber supplied.
9. Return of Goods
9.1 We will only accept the return of goods from
you:
9.1.1 by prior arrangement confirmed in writing; and
9.1.2 at a valuation agreed by us in writing; and
9.1.3 on payment of an agreed handling charge; and
9.1.4 where the goods are as fit for sale on their return as they
were on delivery.
10. Cancellation
10.1 We may suspend or cancel the order, by written
notice if:
10.1.1 you fail to pay us any money when due (under the order or
otherwise);
10.1.2 you become insolvent;
10.1.3 you fail to honour your obligations under these terms.
10.2 You may not cancel the order unless we agree in writing and
clause 2.2.2 then applies.
11. Waiver and Variation
11.1 Any waiver or variation of these terms is binding
in honour only unless:
11.1.1 made (or recorded) in writing;
11.1.2 signed on behalf of each party; and
11.1.3 expressly stating an intention to vary these terms
11.2 All orders that you place with us will be on these terms (or
any that we may issue to replace them). By placing an order with
us, you are expressly waiving any printed terms you may have to
the extent that they are inconsistent with our terms.
12 Force Majeure
12.1 Suppose we are unable to perform our obligations
to you (or able to perform them only at unreasonable cost) because
of circumstances beyond our control. We may then cancel or suspend
any of our obligations to you, without liability.
12.2 Examples of those circumstances include, act of God, accident,
explosion, fire, transport delays, strikes and other industrial
disputes and difficulty in obtaining supplies.
13. General
13.1 English law is applicable to any contract made
under these terms. The English and Welsh courts have non-exclusive
jurisdiction.
13.2 If you are more than one person, each of you has joint and
several obligations under these terms.
13.3 If any of these terms are unenforceable as drafted:
13.3.1 it will not affect the enforceability of any other terms;
and
13.3.2 if it would be enforceable if amended, it will be treated
as so amended.
13.4 We may treat you as insolvent if:
13.4.1 you are unable to pay your debts as they fall due; or
13.4.2 you (or any item of your property) become the subject of:
a. any formal insolvency procedure (examples
of which include receivership, liquidation, administration,
voluntary arrangements
(including a moratorium) or bankruptcy);
b. any application or proposal for any formal
insolvency procedure; or
c. any application, procedure or proposal
overseas with similar effect or purpose.
13.5 All brochures, catalogues and other promotional materials are
to be treated as illustrative only. Their contents form no part
of any contract between us and you should not relay on them in entering
into any contract with us.
13.6 Any notice by either of us, which is to be served under these
terms, may be served by leaving it at or by delivering it to (by
first class post or by fax) the other's registered office or principal
place of business. All such notices must be signed.
13.7 No contract will create any right enforceable (by virtue of
the Contracts (Rights of Third Parties) Act 1999) by any person
not identified as the buyer or seller.
13.8 The only statements upon which you may rely in making the contract
with us, are those made in writing by someone who is our authorised
representative and either:
13.8.1 contained in our estimate (or any covering letter) and not
withdrawn before the contract is made; or
13.8.2 which expressly state that you may rely on them when entering
into the contract.
13.9 Nothing in these terms affects or limits our liability for
fraudulent misrepresentation.
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