In these terms and conditions “the Company” means “Wood Actually” and the “Buyer” means the party with whom the Company is contracting.
1. Every offer, tender, quotation, acceptance and contract for sale for supply of goods, including services ancilliary thereto, by the Company is made subject to these conditions and all other terms and conditions proposed by the Buyer are expressly excluded. Orders are subject to the Buyer’s credit status being approved by the Company.
2. (a) All quotations are give upon these terms and conditions of sale subject to confirmation in writing on the Company’s official form. No oral quotation will be binding on the Company.
(b) Quotations shall only be available for acceptance by the Buyer for a maximum of 60 days from the date thereof.
(c) If a Buyer purports to accept the quotation in respect of the quantities or specifications of goods different from or in instalments smaller or greater than those quoted or for delivery over a different period, the Company shall be entitled to treat such purported acceptance as a further enquiry in respect of which a separate quotation may be issued.
3. All prices quoted are exclusive of VAT and exclude delivery unless specified to the contrary by the Company.
4. (a) The Company will be entitled to invoice the Buyer on the date on which the goods are despatched and unless the Company notifies the Buyer otherwise payment will be due within 30 days of such date. Any trade discount given is strictly subject to prompt payment.
(b) Payment shall not be deemed to have been made or received until cash has been handed to the Company and any cheque or draft sent or delivered to the Company shall have been cleared and the Company’s bank account credited with the proceeds thereof.
(c) Where the goods are for delivery abroad, payment shall be made against shipping documents by irrevocable letter of credit confirmed with a bank in the United Kingdom approved by the Company.
(d) The Company reserves the right to charge interest at the rate of three per cent per annum above HSBC Bank PLC base rate for the time being on all overdue accounts from the due date until the date of actual payment.
(e) Failure to make payment on the due date shall constitute a breach of contract and the Company may suspend all further deliveries of goods under any contract until payment of all sums payable to the Buyer under that contract and of all other sums then due and payable to the Company by the Buyer has been made in full or cancel the contract.
5. The Company reserves the right to change product specifications in accordance with its policy of product improvement and to supply items of equivalent quality where items ordered are out of stock.
6. (a) Although the Company will make every effort to deliver on the agreed date, time for delivery is not of the essence of the contract and the Company shall not be liable for any loss or damage whatsoever caused by delayed delivery of goods. Delays in delivery will not entitle the Buyer to rescind the contract.
(b) Any quoted delivery periods are based on the Buyer at the time of placing the order providing the Company with such information concerning the Buyer’s requirements as will enable the Company to fulfil the order.
(c) If the Company concludes the contract of carriage or shipment and/or arranges for the insurance of the goods in transit the Company shall be deemed to be acting solely as the agent for the Buyer in subsections (2) and (3) of Section 32 of the Sale of Goods Act 1979 shall be inapplicable.
(d) Unless otherwise agreed in writing, the Company reserves the right to determine the most economical route and method of shipment.
7. (a) Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
(b) Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(c) The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
(d) The Buyer’s right to possession of the Goods shall terminate immediately if:
(e) The company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
(f) The Buyer grants the Company, its agents and employees and irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
(g) Where the Company is unable to determine whether any goods are the Goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
(h) On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this condition 7 shall remain in effect.
8. (a) On the date of despatch of the Goods the Company shall under separate cover send the Buyer notification of such depatch.
(b) The Buyer must notify the Company of any loss or damage to Goods in transit immediately upon delivery of the Goods or of any non delivery of Goods by telephone and must confirm the same in writing within seven days thereafter; the Buyer shall at the same time notify the carrier in writing of any such loss or damage or non delivery and shall enter a note of the same on the carrier’s receipt. If the Buyer fails to give notice as provided above and the Company is precluded from making recovery from the carriers in respect of the loss or damage complained of then the Buyer shall be liable to pay for the Goods as though no such loss or damage has occurred.
(c) If the carriers for any consignment of Goods receive an unqualified receipt thereof by or on behalf of the Buyer, the Company shall not have any liability to the Buyer for damage in transit to such goods or for mis-delivery or non delivery thereof.
9. Goods found to be of defective manufacture will be replaced or repaired at the Company’s discretion and re-supplied to the place of the original delivery but only if notification of such defect is notified to the Company within seven days of despatch from the Company’s works and the Company’s liability shall in no circumstances exceed the invoice price of such goods.
10. The Company shall be under no liability in respect of consequential loss or damage howsoever caused to the Buyer or to any other person.
11. If the Buyer shall make default in any material respect of its obligations to the Company, or if any distress or execution shall be levied upon the Buyer’s property or assets, or if the Buyer shall make or offer any arrangement or composition with its creditors or if any resolution or petition to wind up the Buyer’s business shall be passed or presented or if there shall be any other grounds upon which the Buyer shall become insolvent for the purposes of the Insolvency Act 1986 the Company (without prejudice to any other right to which it may be entitled);
(a) may suspend or determine the contract or any unfulfilled part thereof without prejudice to its existing rights thereunder;
(b) may stop any Goods in transit;
(c) may recover from the Buyer’s premises any Goods which are the property of the Company;
(d) shall be entitled to claim against the Buyer for any loss or damage sustained as a result of such suspension or determination; and
(e) may require payment in full of the contract price.
12.(a) No contract for Goods ordered may be cancelled by the Buyer and no goods may be returned without the prior written consent of the Company.
(b) If the Company consents to the return of any such Goods, the responsibility for and cost of return of said Goods, in good condition, is on the Buyer.