These General Terms and Conditions (hereafter named “Conditions”) are effective from 23.10.2016 until further notice.
1.0 Conditions The following are the only terms on which WoodTrend is willing to sell Products and/or Services and by ordering the Products and/or Services from WoodTrend or taking delivery of them, the Buyer agrees that the following terms shall apply to the exclusion of his own terms (if any). No employee or agent of WoodTrend (other than Directors) has authority to agree to the sale of Products and/or Services on any other terms, or to amend, vary or waive these terms, and the Directors have authority to do so only if two of them are in agreement and it is confirmed in writing.
3.0 Definitions Buyer: Consumers and Business Users collectively Consumer: An individual who buys or agrees to buy Products and/or Services from WoodTrend for private use. Business User: Legal entity or person who buys or agrees to buy Products and/or Services from WoodTrend other than for private use Agreement: Legal obligation between WoodTrend and Buyer. Order: Request by Buyer to purchase Product and/or Services from WoodTrend. Sales Order: Written acceptance by WoodTrend of Buyer’s Order. Price: The total charge for Products and/or Services payable by Buyer to WoodTrend.
4.0 Fit for Purpose WoodTrend gives no warranty that the Products and/or Services are fit or suitable for the Buyer’s or any particular purpose or use. The Buyer warrants that he has satisfied himself that the Products and/or Services will be fit for every purpose or use which he requires of them and that he does not rely on any skill or judgement of WoodTrend in that regard.
5.0 Installation Before starting any installation, our instructions must be followed carefully but they are at best only guidelines and do not replace official rules, building regulations and/or instructions by architects, designers, engineers, fitters/installers, builders or contractors. Buyer and/or Buyer’s architect, designer, engineer, fitters/installer, builder or contractor defines the intended usage and where considerations such as the following are taken into account: • structural capability calculated by a structural engineer; • load-bearings which are affected by the kind of traffic the floor is to withstand; • the site conditions under which conditions the floor will be used. If any decision is taken to overrule any of our recommendations then this is exclusively the responsibility of the decision taker and no warranty whatsoever can be granted from our part. For any warranty to be valid a professional installer must be used and this installer must complete our “Guarantee Certificate” and send this back to us within 30 days after installation.
6.0 Quotations and Orders WoodTrend quotations are valid only if in writing and for 10 days after the quotation date, unless otherwise stated in the quotation. All Orders for Product and/or Services shall be regarded as an offer by Buyer to purchase Products and/or Services under the terms of this agreement.
7.0 Order Acceptance WoodTrend accepts Buyer’s offer to purchase under this Agreement by written acknowledgement (Sales Order) which is an integration of and the final and entire agreement between the parties, superseding and merging all prior communication except these “General Terms & Conditions”. Such agreement may only be modified by either party upon written consent of the other.
8.0 Price and Payment General: The Price that Buyer has to pay will be shown on WoodTrend’s Sales Order and Invoices, including at Checkout when purchase is made from our website. In the event of any mistake, including on our website, being it a wrong price, a wrong description or a wrong charge, WoodTrend reserves the right to within 48 hours to cancel any Order placed by the Buyer. In the event of any change in export / import duty, charges or taxes, affecting this Agreement, WoodTrend has the right to renegotiate such variations and in the absence of agreement, to cancel any undelivered balance of the Sales Order. Sales Orders which include marine and war insurance premiums, import duties and any other government duties or charges are calculated on the basis of current premiums, duties and charges. Any subsequent change therein is to be for Buyer’s account. In case of delayed payment and/or non-payment of WoodTrend’s Invoice, WoodTrend may charge Buyer interest calculated at three percentage points over WoodTrend’s bank base rate for the currency of the invoice, from the date of the invoice until the date funds are received into WoodTrend’s bank account. Consumers: Payment shall be made before supply of Products and/or Services. WoodTrend may suspend delivery of Products and/or Services and the Product and/or Services remain neither paid for nor made available for collection. When reasonably demanded then WoodTrend may recover the outstanding payment and/or Product and the recovery costs are to be paid by the Consumer. Business Users: Payment shall be made before supply of Products and/or Services. If agreed in advance and in writing, Business Users may pay as per agreed credit terms. WoodTrend may suspend delivery of Product and/or Services until full payment is received. The time of payment shall be of the essence. Trade accounts are payable net monthly or, if sooner immediately upon the commencement of any act or proceeding involving insolvency. The Buyer may not withhold or set off payment for Products and/or Services delivered against accounts on other Sales Orders. WoodTrend may supply Products and/or Services by more than one consignment and invoice each separately, in which case each such consignment shall be deemed to be a separate Sales Order subject to these “Conditions” and Buyer shall pay WoodTrend the amount payable under the invoice for each consignment notwithstanding any rights which Buyer claim against WoodTrend in respect of any other consignment. Unless exact volume is specified in the Sales Order, the described quantity may be increased or decreased by not more than ten percent. Unless otherwise specified, shipment will be made after Buyer has opened an irrevocable and confirmed Letter of Credit in favour of WoodTrend, guaranteeing that funds are available at sight to the bank specified by WoodTrend. The Letter of Credit shall make adequate provision for quantities in excess of the amount ordered to the extent permitted by the preceding paragraph and shall remain valid in the event of partial shipments or reduced quantities. Remittances shall be made free of exchange or other charges in funds specified and in location specified in WoodTrend’s invoice.
9.0 Time of Delivery The delivery date as specified by WoodTrend, either on the delivery note or invoice or otherwise, shall be treated as an estimate only, based on WoodTrend’s best judgement at the time. WoodTrend will use his best endeavours to deliver by that time but gives no other undertaking as to the time of delivery. Products for prompt delivery must be delivered within sixty days of the date of Sales Order and are subject to logistical space being available. Bespoke Orders are expected to be delivered within 90-120 days upon issue of our Sales Order and receipt of required deposit. In the event of WoodTrend being unable to deliver the Products and/or Services within the agreement, Buyer shall have the right to cancel any undelivered portion of the Sales Order, provided notice of cancellation reaches WoodTrend before Products and/or Services have been manufactured or are in the process of manufacture.
10.0 Place of Delivery The Products and/or Services shall be delivered to the Buyer at the place of delivery recorded on the Sales Order – and if no address is recorded there, at the premises of WoodTrend. Unless otherwise stated, part deliveries are permitted at WoodTrend’s option.
11.0 Retention of Title Until title shall have passed the Buyer shall hold the Products as bailee for WoodTrend and shall keep them separately stored and identified as the property of WoodTrend. Risk passes to the Buyer upon delivery of the Products. In the event that the Buyer sells the Products before title has passed, Buyer shall do so as the agent of WoodTrend. The proceeds of any such sale shall be kept in a separate account identified as containing funds from the sale of WoodTrend’s property and the Buyer shall account to WoodTrend for the whole of such proceeds. Until title shall have passed, WoodTrend shall be at liberty at any time: • by notice in writing to require the Buyer forthwith to return the Products whereupon the Buyer shall cease to be in procession of them with the consent of WoodTrend; • to retake possession of the Products and for that purpose to enter any premises where the Products are or are reasonably believed by WoodTrend to be situated.
12.0 Passing of Title Property of the Products and/or Services shall only pass to the Buyer on the occurrence of the last of the following events, namely: • payment in full of the price of the Products and/or Services sold hereby, and • payment in full of every other sum owing by the Buyer to WoodTrend
13.0 Acceptance The Buyer shall inspect and test the Products and/or Services immediately upon delivery and shall, within 7 working days after delivery, give notice in writing to WoodTrend of any respect in which he alleges that the Products and/or Services are not in accordance with the Sales Order. If the Buyer shall not have given such notice within that time the Products and/or Services shall be deemed to be in every respect in accordance with the Sales Order. Consumers: Consumers may cancel their Order for any reason until, but no later than at the end of the 7th working day after the day of receipt of the Product and/or of the Service Order Confirmation (as applicable).
14.0 Return of Products and Funds Subject to clause 13.0, all products are non-returnable. In the case of a return, the product(s) must, upon arrival back at our warehouse, be un-used and in undamaged condition as well as in its original, undamaged packaging. The cost of returning and insuring the goods is the sole responsibility of the Buyer. A deduction, equivalent to the cost of handling, delivery and financial charges, if any, specified on the Order and/or at time of Checkout and/or on our Sales Order, will take place before any cleared funds will be returned to the Buyer. WoodTrend has 30 days, upon due receipt of returned Product, to refund any due balance to the Buyer. The deposit of 25% requested by WoodTrend to accept Orders for Cladding, Bespoke Orders and/or Special Requests, is non-refundable.
15.0 Liability and Limitations This clause shall apply to all claims by the Buyer against WoodTrend irrespective of whether such claims arise in contract or in tort and whether or not WoodTrend was negligent. Except as expressly provided herein, no warranty, express or implied, as to the condition, quality, performance, merchantability, or durability of Products is given or assumed by WoodTrend and all such warranties are hereby excluded. Should any product of WoodTrend be found not to conform to the Sales Order, pursuant to Clause 4 above, Buyer must afford WoodTrend a reasonable opportunity to inspect the product in unaltered condition and evaluate the claim in accordance with procedures customary in the industry. WoodTrend will fulfil its legal obligations, at its election, to either repair and/or to replace products and/or make a fair allowance therefore. These obligations are dependent upon proper use of Products and do not cover any parts of Products which have been modified or repaired. Due to the prolonged period of warranties WoodTrend cannot guarantee that any future replacement product will be exactly the same quality, dimension, construction or finish. WoodTrend promise to endeavour, within reasonable means, to supply a quality, dimension, construction and a finish as close to the original as possible. WoodTrend guarantee that the species will be the same as originally purchased (subject no legal restrictions have been implemented in the interim and/or species readily available). WoodTrend does not cover any labour, equipment or accessories required and/or involved to remove any defective Products and/or to dispose of any defective Products and/or to re-install any replacement Products. Neither does any fair allowance, if elected by WoodTrend, cover more than the cost itself of the defective Product. WoodTrend owns any Product or parts that are removed during repair and/or replacement. WoodTrend may require Customers to return removed parts to WoodTrend for reconditioning, analysis or for environmental reasons. Without prejudice to the generality of the foregoing, WoodTrend: • shall not be liable for consequential indirect or incidental damages. from loss of profits, loss of user, loss of revenue, loss of hire or rental in respect of the Products and/or Services or any other Products and/or Services, nor for damages arising from compensation payable by the Buyer to any other person or Corporation whatsoever, and • shall not be liable for any damages exceeding the purchase price of the Products and/or Services.
16.0 Assignment & Subcontracting WoodTrend may assign, subcontract or transfer its obligations or rights to a competent third party in whole or in part and provided that the assignment, subcontract or transfer occurs without negative affect Buyer may do so only with WoodTrend’s written consent.
17.0 Waiver and Invalidity The failure of either party to insist on strict compliance with any of the terms, covenants or conditions of these Conditions by the other party shall not be deemed a waiver of that term, covenant or condition nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times. If any provision in these Conditions is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in force without being impaired or invalidated in any way.
18.0 Non-Compliance In the case of non-compliance by Buyer with any of the terms of the Agreement, WoodTrend shall have the right of immediate resale after 7 days of notice in writing has been given. Any losses incurred shall be for Buyer’s account. Either party may terminate if the other becomes insolvent or bankrupt or is unable to pay debts as they fall due. This provision shall not relieve WoodTrend of an obligation to complete the delivery of any Product and/or Service that has been ordered and fully paid for by a Buyer prior to that Buyer becoming insolvent or bankrupt.
19.0 Arbitration Should any dispute arise with respect to the Products and/or Services connected with this Agreement, Buyer shall nevertheless take delivery of the Products and/or Services, if and as delivered, and make due payment as herein agreed. Such acceptances and payments, however, shall be without prejudice. Any dispute which cannot be settled amicably shall be referred to two commercial Arbitrators (one for each party) who, before proceeding to arbitrate, shall appoint an Umpire, each and all of whom shall be conversant with Products and/or Services in question. The decision of the said Arbitrators (or of the Umpire), both as to the question at issue and the allocation of expenses, shall be final and binding on all parties under this Agreement. In the event of either party failing to nominate an Arbitrator within 14 days of written request to do so, the dispute will be submitted to an Arbitrator or Arbitrators appointed by the President or Vie President of the United Kingdom Timber Trades Federation. The said arbitration shall be conducted according to the English Arbitration Acts 1950 and 1979 or any statutory modification thereof or substitute therefore.
20.0 Force Majeure WoodTrend will not be held responsible for the non-execution or delay of any Sales Order by reason of war, fire, floods, strikes, lock-outs, non-fulfilment of freight booking or any other cause or causes beyond their control. If the Force Majeure event lasts longer than 60 days then WoodTrend shall have the right to terminate the Agreement by providing notice in writing to the Buyer and returning all sums paid by the Buyer under this Agreement. No compensation to the Buyer will then be due in these circumstances.
21.0 Governing Law and Jurisdiction All agreements and subsequent amendments to these general terms shall be interpreted, governed by and construed in accordance with England Law but may be subject for Consumers to the jurisdiction of the English, Welsh, Northern Irish or Scottish courts at the claimant's choice. For Business Users the English courts shall have exclusive jurisdiction. WoodTrend may, at its option, bring suit against the Buyer in any court of competent jurisdiction and the Buyer hereby agrees to abide by the jurisdiction nominated by WoodTrend. Judgement may be entered in any court having competent jurisdiction, or application may be made to such court nominated by WoodTrend for judicial acceptance of any judgement entered.
22.0 Consumer Rights not affected Any provision herein set out shall, to the extent to which it would, by virtue of the Unfair Contract Terms Act 1977 or the Statutory Instrument 2004 No. 2334 – The Consumer Protection (Distance Selling) Regulations 2000, be of no effects as against a person dealing as a consumer, not apply in respect of a sale to a person so dealing.
23.0 Miscellaneous Buyers can find all WoodTrend policies, guidance, products and services offering details and notices at www.woodtrend.co.uk.
24.0 Contact WoodTrend If you would like to contact us, or have questions or suggestions regarding our General Terms & Conditions, please write, or e-mail us at the following address: WoodTrend Limited 25 Beethoven Street London W10 4LG firstname.lastname@example.org
Version 2 - October 2016