Company number 03033776 – registered office Welsh Bridge, Shrewsbury, Shropshire, SY3 8LH
Terms of Trading
These are terms and conditions on which we supply products. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms or require any changes, please contact us to discuss. These terms may be overridden or varied by any specific written agreement between us.
Business Customers and Consumers
- Some of these terms apply to consumers only; some apply to business customers only. Those terms are marked as such.
- All other terms apply to all customers.
- You are classified as a business customer if you indicate to us that the goods supplied by us will be used in the course of your business or if you use the goods in the course of your business.
- If you are not a business customer you are a consumer. You have certain statutory rights as a consumer which are not affected by these terms and further details of these rights are available from your local trading standards office.
- Words in italic type are legal words which clarify, rather than alter, the meaning of the relevant clause.
- When we use the words “writing” or “written” in these terms, this includes emails.
- The prices estimated or quoted exclude VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery.
Any contract between us incorporates these terms. A contract is not formed until either:
- We have provided a written estimate and you have placed a written order which we have accepted in writing or
- We have provided a written quotation which you have accepted in writing
- Unless otherwise agreed our quotations are not open for acceptance after 30 days.
- The price quoted excludes delivery (unless otherwise stated).
- Business Customers: unless otherwise stated, the price provided to business customers is an illustrative estimate only and the price charged will be our price current at the time of delivery.
- Business Customers: rate of tax and duties on the goods will be those applying at the time of delivery.
- Business Customers: at any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods.
- All delivery times provided are estimates only.
If we fail to deliver within a reasonable number of days of the estimated delivery date, you may (by informing us in writing) cancel the contract, however:
- you may not cancel if we if we receive your notice after the goods have been dispatched; and
- if you cancel the contract, you can have no further claim against us under that contract.
- 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).
- We may deliver the goods in instalments. Each instalment is treated as a separate contract.
- Our brochure and website are solely for the promotion of our products in the UK. Unfortunately, we do not accept orders from or deliver to addresses outside the UK.
Delivery and Safety
We may decline to deliver if:
- we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or
- the premises (or the access to them) are unsuitable for our vehicle.
- We may decline to deliver if:
Delivery and Risk
- The goods are at your risk from the time of delivery
Delivery takes place either
- at our premises (if you are collecting them or arranging carriage); or
- at your premises (if we are arranging carriage)
- you must inspect the goods on delivery. If any goods are damaged (or not delivered), you must write to tell us within 48 hours of delivery (or the expected delivery time). You must give us (and any carrier) a fair chance to inspect the damaged goods.
- If you are collecting the products from our premises, this shall be by prior arrangement at any time during our working hours of 9:00am to 5:00pm on weekdays.
- If no one is available at your address to take delivery, we will leave you a note informing you of how to rearrange delivery and an additional cost may be imposed.
- If you do not collect the products from us as arranged or if, after a failed delivery to you, you do not rearrange delivery we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property we may end the contract and clause 11.1 will apply.
- If you have asked us to install the products for you and you do not allow us access to your property as arranged we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property we may end the contract and clause 11.1 will apply.
- You shall unload all goods at the point of delivery and we shall not be held responsible for any damage to the goods in the course of unloading.
- You are to pay us cash on delivery unless you have an approved credit account.
- Business Customers: If you have an approved UK business credit account, payment is due within 14 days of our invoice date.
If you fail to pay us in full on the due date:
- we may suspend or cancel future deliveries;
- we may cancel any discount offered to you;
you must pay us interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998 (“the Act”)
- Calculated on a daily basis from the date of our invoice until payment;
- Compounded on the first day of each month; and
- Before and after any judgement (unless a court orders otherwise);
- we may claim fixed sum compensation from you under s.5A of the Act to cover our credit control overhead costs; and
- we may recover (under clause 6.8) the cost of taking legal action to make you pay.
- If you have an approved business credit account we may withdraw it or reduce your credit limit or bring forward your due date for payment.
- We may take any of those actions in clauses 6.3 or 6.4 at any time and without notice.
- Business Customers: you do not have the right to set off any money you may claim from us against anything you may owe us.
- Consumers: you may only set off money you claim from us against money you owe us with our written agreement and on such terms as we may state.
While you owe money to us, we have a right to keep any property we may hold of yours until you have paid us in full (a lien).
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.
- Consumers: clause 6.8 means that you are liable to us for losses we incur because you do not comply with these terms. We may claim those losses from you at any time and if we have to take legal action we will ask the court to make you pay our legal costs.
- We may invoice you on or at any time after delivery or after we have notified you that goods are ready for collection but we reserve the right to issue interim invoices for work carried out and materials used in the preparation of goods on or after 28 days from acceptance of your order.
- Consumers: your statutory rights are unaffected.
Business Customers: until you pay off all debts you may owe us:
- all the goods supplied by us remain our property;
- you must store them so they are clearly identifiable as our property;
- you must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;
you may use those goods and sell them in the ordinary course of your business, but not if:
- We revoke that right (by informing you in writing); or
- You become insolvent.
- Business Customers: you must inform us (in writing) immediately if you become insolvent.
- Business Customers: if your right to use and sell the goods ends you must allow us to remove the goods.
Business Customers: we have your permission to enter any premises where the goods may be stored:
- at any time, to inspect them; and
- after your right to use any sell them has ended, to remove them, using reasonable force if necessary.
- 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.
- You are not our agent. You have no authority to make any contract on behalf or in our name.
In each and every case and subject to clause 8.1 we warrant that the goods:
- comply with their description on our acknowledgement of order form: and
- are free from material defect at the time of delivery
- Business customers: 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.
- Consumers: the warranty in clause 8.1 is in addition to your statutory rights.
If you believe that we have delivered goods which are defective in material or workmanship, you must:
- inform us (in writing), with full details, within seven working days; and
- allow us to investigate (we may need to access your premises and product samples).
- If the goods are found to be defective in material or workmanship (following our investigations) and you have complied with those conditions (in clause 8.11) in full, we will (at our option) replace the goods or refund the price.
- If any defect in the goods (or part of the goods) is attributable to the negligence or defective materials or workmanship of our supplier or the manufacturer we may assign to you the benefit of any claim we may have against that person and we will have no further liability to you.
- 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.
- Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to 1,000,000.
- for all other liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of the goods.
- Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.
The warranty set out above is subject to the following
- Products may vary from descriptions and photographs as wood is a naturally occurring product which has naturally occurring variations and no liability is accepted arising out of such variations.
- You having supplied accurate measurements where we are relying on your measurements
- You having complied in all respects with any written instructions and/or any written after care advicesupplied by us from time to time
- In each and every case and subject to clause 8.1 we warrant that the goods:
if we prepare the goods in accordance with your specifications or instructions;
- you must ensure that the specifications or instructions are accurate;
- you must ensure that goods prepared in accordance with those specifications or instructions will be fit for purpose for which you intend to use them; and
- you must ensure that your specifications or instructions will not result in the infringement of any intellectual property rights of a third person or in the commission of a criminal offence.
- we reserve the right to increase the agreed price to reflect any variation to the specification or instruction
- we reserve the right to make any changes in the specifications of our goods which are necessary to ensure they conform with any applicable safety or other statutory requirements.
- Business customers: we also reserve the right to make without notice any minor modifications in our specifications designs or materials as we think necessary or desirable.
- Glass and glazing are not included unless otherwise stated.
- if we prepare the goods in accordance with your specifications or instructions;
Return of goods
We will accept the return of good from you only:
- by prior arrangement (confirmed in writing):
- on payment of an agreed handling charge (unless the goods were defective when delivered) and
- where the goods are as fit for sale on return as they were on delivery.
- We will accept the return of good from you only:
- If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) we may then hold (or to which we are committed) for the order.
We may suspend or cancel the order, by written notice if:
- you fail to pay us any money when due (under the order or otherwise);
- you become insolvent;
- you fail to honour your obligations under these terms.
- you may not cancel the order unless we agree in writing (and clauses 3.2.2 and 11.1 then you apply).
Waiver and variations
Any waiver or variation of these terms is binding in honour only unless:
- made (or recorded) in writing;
- signed by an authorised signatory on behalf of each party; and
- expressly stating an intention to vary these terms.
- 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.
- Any waiver or variation of these terms is binding in honour only unless:
- If 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 cancel or suspend any of our obligations to you, without liability. Examples of those circumstances include act of God, accident, explosion, fire, flood, transport, delays, strikes and other industrial disputes and difficulty in obtaining supplies.
- English Law is applicable to any contract made under these terms. The English and Welsh courts have non-exclusive jurisdiction.
- If you are more than one person, each of you is liable for all of your obligations under these terms (joint and several liability).
If any of these terms are unenforceable as drafted:
- it will not affect the enforceability of any other of these terms: and
- if it would be enforceable if amended, it will be treated as so amended.
we may treat you as insolvent if:
- you are unable to pay your debts as they fall due; or
you (or any item of your property) becomes the subject of:
- Any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);
- Any application or proposal for any formal insolvency procedure; or
- Any application, procedure or proposal overseas with similar effect or purpose.
- Business customers: 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 rely on them in entering into any contract with us.
- Business customers: any notice by either of us which is to be served under these terms may be served by leaving it at or 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.
- 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 of seller.
The only statements upon which you may rely in making the contract with us are those made in writing by someone who is (or whom you reasonably believe to be) our authorised representative and either:
- contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
- which expressly state that you may rely on them when entering into the contract.
- Nothing in these terms affects or limits our liability for fraudulent misrepresentation.
- We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
- You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
- Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
- If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not pursue you but we continue to provide the products, we can still require you to make the payment at a later date.