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Terms & Conditions
Conditions of Sale
In these terms and conditions, the following words shall have the following meanings:-
- the Company shall mean Willow Tiles Ltd
- the Goods shall mean the products articles or things offered for sale by the Company
- the Buyer shall mean the corporate entity firm or person seeking to purchase the goods from the Company.
2. The Contract
2.1 All orders are placed and accepted by the Company only under these Terms and Conditions.
2.2 In the event of an Order being placed by the Buyer with us the Buyer shall be deemed to have accepted the Conditions of Sale unless notice in writing to the contrary is received by us within 7 days from the date of our order acknowledgement.
2.3 No variation of these terms and conditions is permitted unless expressly accepted by a Director of the Company in writing.
2.4 Quotations which compromise an invitation to treat may be withdrawn at any time before receipt of the Buyers offer to purchase and shall be deemed to be withdrawn if such is not received within thirty days from the date of the quotation.
2.5 The right is reserved by us to correct stenographic errors or clerical errors in our quotations and/or offers to supply goods made to a buyers written instructions and/or official drawings containing stenographic clerical or design errors and not amended by the Buyer in writing and acknowledged by us in writing must remain the complete responsibility of the Buyer.
2.6 The Company reserve the right to amend or withdraw any quotations where the cost of the manufacture or the availability of supplies or means of production are adversely affected.
2.7 Any order given in respect of a quotation must state date and reference of quotation.
3.1 The Goods are offered for sale at current price list subject to change on not less than 7 days notice.
3.2 Unless otherwise stated all prices quoted are net ex works exclusive of VAT.
TEL: 01580 236299 MOB: 07809 847135 email: firstname.lastname@example.org
COMPANY REGISTRATION NO: 779625177
3.3 Quotations are based on prices applicable to quantities specified. In the event of orders being placed for lesser quantities the Company shall be entitled to adjust the prices of the goods as ordered to take account of the variation in quantity.
3.4 The Company reserves the right at any time prior to delivery of the Goods to adjust the price to take account of any increase in the cost of raw materials, labour or services or any currency fluctuations affecting the cost of imported materials.
4.1 Unless otherwise agreed, payment in full is due by proforma. Payment will not be deemed to have been made or received until the cash has been handed to us or a draft or cheque has been cleared by our Bank and recorded and credited to our Bank account in the full amount in which the draft or cheque is drawn.
4.2 Where payment is delayed, the Company reserves the right to charge interest at 2 per centum per month above our Bank base rate on all overdue accounts, such interest being deemed to accrue on a day to day basis from the due date for payment.
4.3 The Buyer shall not be entitled to withhold payment of any amount payable to the Company by reason of any dispute or claim by the Buyer and in the case of any short delivery or delivery of damaged goods shall remain liable to pay the full invoice price of all other goods delivered or available for delivery.
4.4 The Buyer shall have no right of set off (statutory or otherwise).
4.5 The Company reserves the right at any time at its discretion to demand security for payment before continuing with or delivering goods in satisfaction of any order notwithstanding any subsisting agreement to provide credit to the Buyer.
4.6 The Buyer shall reimburse to the Company the entire costs of representing any cheque or other instrument delivered to it in payment of any sum due by the Buyer.
4.7 If the Buyer (being a Company) has a petition presented for its winding-up or the Appointment of an Administrator or passes a resolution for voluntary winding-up otherwise than for the purpose of a bona fide amalgamation or reconstruction or compounds or enters into any arrangement with its creditors or has an Administrative Receiver appointed of all or any part of its assets or commits a material or serious breach of the Agreement (and in the case of such a breach being remediable fails to remedy it within 7 days of receiving notice to do so), he will be deemed to have repudiated the Contract and all sums owing to the Company on any account shall become due and payable forthwith without requirement for any notice to be given.
5.1 Delivery shall be deemed to have been effected when the Goods leave the premises of the Company or as the case may be the premises of the suppliers to the Company in circumstances where the Goods are delivered direct from such suppliers.
5.2 Delivery dates are estimates only and time of delivery is not of the essence of the contract.
5.3 The Company shall not be liable for any loss whatsoever or howsoever arising caused by its non-delivery or by the failure to make Goods ready for collection on the due date.
5.4 The Company reserves the right to make delivery by instalments and to tender a separate invoice in respect of each instalment.
5.5 When delivery is agreed to be by instalments or the Company exercises its right to delivery by instalments under clause 6.4 hereof or if there be delay in the delivery of any one or more instalments for whatever reason this will not entitle the Buyer to treat the contract as repudiated or to damages.
5.6 The Buyer is to provide free of charge any labour necessary for unloading goods when delivered and the responsibility of the Companys driver is limited to handling goods off the vehicle.
5.7 If the Companys vehicle is kept on site for an unreasonable time or has to return to the Companys premises without completing delivery through lack of assistance or if additional staff have had to accompany the driver an additional charge will be made.
5.8 Where delivery is refused by the Buyer or is delayed, suspended or made by instalments at the request of the Buyer or where the Company is unable to deliver the Goods due to circumstances beyond his reasonable control, the Company on giving notification of readiness to deliver shall be entitled to treat the contract as fulfilled and shall then place the Goods into store. Delivery will be deemed to have taken place for invoicing, payment and the passing of risk. The Company at the Buyers request shall and in any event may arrange insurance covering the major perils endorsing his own interest. The cost of storage and insurance of the Goods shall be for Buyers account. The cost of abortive delivery will be charged to the Buyer.
5.9 The Buyer shall either themselves or by their duly authorised representative sign the delivery ticket as acknowledgement of delivery provided that on delivery to the address nominated by the Buyer the Company shall be entitled to assume that any signature given is that of such representative.
5.10 The Company does not undertake to deliver or collect any load over roads or ground which in the Companys discretion is considered to be unsuitable. If a vehicle used for performing the contract with any Buyer delivers or collects a load to or from a place situate off the public highway, the Buyer is to be solely responsible for any damage or accident and is to fully indemnify the Company and its employee(s) in respect thereof.
5.11 Deviations in quantity of the Goods delivered (representing not more than 10 per cent by value) from that stated in these terms and conditions shall not give the Buyer the right to reject the Goods or to claim damages and the Buyer shall be obliged to accept and pay at the contract rate for the quantity delivered.
5.12 Unless otherwise expressly agreed in writing our prices only cover delivery and working on normal working days and during normal working hours. All deliveries made or work done at the Buyers request on Bank Holidays, Sunday and Saturday afternoons and outside normal working hours, will be subject to extra charges.
5.13 In the event of any goods or any packaging or container being delivered and deposited whether on the public highway or elsewhere the Buyer shall be responsible for compliance with all regulations and for all steps which need to be taken for the protection of persons or property in relation to such goods packing or container and shall indemnify the Company in respect of all or any costs claims losses or expenses which may incur as a result of such delivery.
6.1 The Buyer is under a duty wherever possible to inspect the Goods on delivery or on collection as the case may be.
6.2 Where the Goods cannot be examined the carriers note or such other note as appropriate shall be marked not examined.
6.3 The Company shall be under no liability for any defects or shortages that would be apparent on careful inspection if the terms of this clause are not complied with, and, in any event will be under no liability if a written complaint is not delivered to the Company within 7 days of delivery detailing the alleged defect or shortage.
6.4 In all cases where defects or shortages are complained of the Company shall be under no liability in respect thereof unless a reasonable opportunity to inspect the Goods is provided to the Company or modification is made thereto by the Buyer.
6.5 Subject to clauses 6.3 and 6.4, the Company shall make good any shortage in the Goods and where appropriate replace any Goods damaged in transit as soon as it is reasonable to do so, but otherwise shall be under no liability whatsoever or howsoever arising for such shortage or damage.
7.1 Cancellation period: once you have engaged our services, you have the right to cancel within 14 calendar days.
7.2 After this period, no cancellation of the whole or any part of any order by the Buyer is permitted except where expressly agreed by a Director of the Company in writing.
7.3 In the event of such agreed cancellation the Buyer shall indemnify the Company fully against all expenses incurred up to the time of such cancellation. The rate of interest charged shall be Two percent upon the Companys own banks base rate.
7.4 When Goods have been delivered, the Buyer has seven days to make sure they are the goods ordered. The Buyer should retain the packaging during this time so that this can be used, for the Goods return, if applicable.
7.5 The Buyer will be responsible for the condition of the Goods and for their reasonable care whilst they are in the Buyers possession and to ensure the Goods are properly packaged throughout their return to the Company.
7.6 The Consumer Protection (Distance Selling) Regulations 2000 (as amended 2005) detail that by purchasing over the internet or by telephone the Buyer is entering into a “Distance Sale”. In addition to normal statutory rights as a consumer the Buyer also has the right to cancel the contract at any time up to seven days after the date the Goods have been delivered.
7.7 To cancel the order the Buyer must inform the Company in writing and retain proof of communication.
7.8 If the Buyer has taken delivery for the goods, the Buyer must return the goods to the Company at the Buyers expense following authorisation from the Company.
7.9 Returns will only be accepted within 30 days of confirmation of cancellation of the order.
7.9.1 The Company will then refund the order in full less any direct expenses incurred in fulfilling the original agreement. Direct expenses incurred include any delivery costs whether charged or not (e.g. FREE Delivery).
7.9.2 All goods must be re-packed as they were received and returned with the original packaging.
7.9.3 Any refunds will be made within 30 days of the Company receiving returned goods and subsequent agreement over their condition.
8.1.1 Nothing in clause 11 shall be deemed to exclude or restrict the Companys liability for death or personal injury resulting from negligence.
8.1.2 Each of the sub-clauses in clause 9 is to be treated as separate and independent and capable of severance.
8.1.3 The Company is willing to undertake liability additional to that provided by this clause if a higher selling price for the goods is agreed.
8.2.1 Clause 8.2 only covers defects in goods supplied caused by faulty design, manufacture or materials. It does not cover defects caused by abnormal use, misuse, neglect, incorrect installation, routine roof maintenance, aerial installation, further building or construction work, defects arising from abnormal weather conditions, fire or explosion, war or act of war, civil commotion, act of God or use for a purpose for which they were not designed or not recommended the Company.
8.2.2 The Company agrees that if any defect covered by clause 8.2.1 is discovered the Company’s responsibility is limited to resupply of the defective product with a suitable replacement item. No further claims for consequential losses will be considered.
8.2.3 The Buyer cannot claim the benefit of this clause unless they inform the Company of the relevant defect in writing within 7 working days of discovering it. The Buyer must specify the alleged defects and provide photographic evidence along with proof of purchase date. Any claim must be received within 35years of the date of despatch.
8.2.4 The risk of accidental loss whilst any goods are being returned will be borne by the Buyer.
8.2.5 In consideration for receiving the benefit of this clause, the Buyer agrees that, apart from those terms set out in clauses 6 and 10, no other terms, whether conditions, warranties or in nominate terms, express or implied, statutory or otherwise, shall form part of this contract (except where the Buyer deals as consumer within section 12 of the Unfair Contract Terms Act 1977 when the terms implied by sections 13, 14 and15 of the Sale of Goods Act 1979 shall be implied into the contract).
8.3 Exclusion of consequential loss
The Company shall not be liable for any consequential loss or indirect loss suffered by the Buyer as to which the Buyer shall hold the Company fully and effectually indemnified whether this loss arises from breach of a duty in contract or tort or in any other way (including loss arising from the companys negligence). Non exhaustive illustrations of consequential or indirect loss would be
- loss of profits
- loss of contracts
- damage to property of the Buyer or anyone else, and
- personal injury to the Buyer or anyone else (except so far as such injury is attributable to the Companys negligence).
Without prejudice to any other provision in these conditions in any event the Companys total liability for any one claim or for the total of all claims arising from any one act or default of the Company (whether arising from the Companys negligence or otherwise) shall not exceed the original contract price.
9. Title and Risk
9.1 Risk in the Goods shall pass to the Buyer when the Goods are delivered to, or collected by, the Buyer or its agent.
9.2 The ownership of the goods sold by the Company to the Buyer shall remain with the Company until the Buyer has paid the full price for those Goods.
9.3 For the purpose of these terms all liquidated sums owed by the Buyer to the Company on any account or grounds whatsoever shall be deemed to form part of the said price.
9.4 The Buyer is licensed to incorporate the goods in or use the Goods as material for other goods or products (the New Goods). Where the Goods are severable after such incorporation or use, the Seller reserves the right to sever and remove the same. Where the Goods are not so severable, then through the fact that and as from the moment when the Goods are incorporated in or used as material for other goods or products the New Goods shall be and be deemed to be owned legally and beneficially by the Seller and any other owner of the New Goods in common with that other owner. The Seller shall be entitled to require the same to be sold in order to recoup the moneys owed to him. The Sellers rights shall be limited to the proportion necessary to recoup the money owed to him in respect of the Goods.
9.5 The Buyer is licensed by the Company to use or to agree to sell the Goods or the New Goods delivered to the Buyer subject to the express condition that the entire proceeds of that sale are held in trust for the Company and are not mixed with other moneys or paid into an overdrawn Bank account and shall at all times be identifiable as the Companys money.
9.6 Until title in the Goods or the New Goods passes.
9.6.1 The Buyer will hold the Goods or the New Goods as fiduciary agent and bailee for the Company.
9.6.2 The Goods shall, subject to clause 9.5 be kept separate and distinct from all other property of the Buyer and of third parties and in good and substantial repair and condition and be stored in such a way as to be clearly identifiable as belonging to the Company and the Buyer will not allow any interference with any identification marks or serial numbers on the goods.
9.6.3 Without prejudice to any other rights the Company may at any time revoke the power of sale and use contained in clause 9.5 by notice to the Buyer if the Buyer is in default for longer than (14 days) in the payment of any sum whatsoever due to the Company (whether in respect of the Goods or any other goods supplied at any time by it to the Buyer) (or if the Company has bone fide doubts as to the solvency of the Buyer).
9.6.4 The Buyers power of sale and use contained in clause 9.4 shall automatically cease if the Buyer has a petition presented for its winding-up or for the Appointment of an Administrator or passes a resolution for voluntary winding-up otherwise than for the purpose of a bona fide amalgamation or reconstruction or compounds or enters into any arrangement with its creditor or has an Administrative Receiver appointed of all or any parts of its assets or becomes bankrupt or insolvent or enters into any arrangements with creditors or takes or suffers any similar action in consequence of debts or carries out or undergoes any analogous act or proceeding under foreign law.
9.7 The Buyer shall place any of the Goods in its possession or under its control and unsold at the disposal of the Company and the Company by its servants or agents shall be entitled to enter upon any premises of the Buyer or any premises under the Buyers control or to which the Buyer has a right of access for the purpose of inspection, repossession and removal of such Goods at any time.
9.8 The Company shall at any time be entitled to appropriate any payment made by the Buyer in respect of any Goods in settlement of such invoices or accounts in respect of such Goods as the Company may in its absolute discretion think fit notwithstanding any purported appropriation to the contrary by the Buyer.
10.1 The Company warrants that it has title to and the unencumbered right to sell the Goods.
11. Force Majeure
11.1 The Company shall not be liable for any failure to deliver the goods arising from circumstances outside its control.
11.2 Non-exhaustive illustrations of such circumstances would be act of God, war, riot, explosion, abnormal weather conditions, fire, flood, strikes, lockouts, Government action or regulations (U.K. or otherwise), delay by suppliers, accidents and shortage of materials, labour or manufacturing facilities.
11.3 Should the Company be prevented from delivering in the above circumstances, it shall give the Buyer notice of this fact as soon as reasonably practicable after discovering it.
11.4 If the circumstances preventing delivery are still continuing three months after the Buyer receives the Companys notice, then either party may give written notice to the other cancelling the contract.
11.5 If the contract is cancelled in this way, the Company will refund any payment which the Buyer has already made on account of the price (subject to deduction of any amount the Company is entitled to claim from the Buyer) but the Company will not be liable to compensate the Buyer for any further loss or damage caused by the failure to deliver.
12.1 The Goods are handmade and the Company reserves the right to vary the size of the product which is inevitable due to the hand manufacturing process.
13. Health and Safety at Work etc Act 1974 Under sections 2 and 6 of the Act the Buyer is expected to ensure that all relevant information relative to the use of our products is made available both to us and the user of the product. Responsibility for observing Health and Safety Executive and other regulations rests entirely with the Buyer. We accept no liability whatsoever for the Buyers failure to conform to such regulations.
14. Intellectual Property
The Buyer acknowledges and agree that all copyright, trademarks and all other intellectual property rights in all material or content supplied as part of the Website shall remain at all times vested in the Company or our licensors/suppliers.
15. Proper Law and Jurisdiction
The contract shall be governed by and construed in accordance with English law and all disputes arising in connection with the contract shall be submitted to the jurisdiction of the English Courts.
The headings of these conditions are for convenience only and shall have no effect on the interpretation thereof.
If any provision of this agreement shall be void or unenforceable in whole or in part, the remaining provisions and the remainder of the provision affected shall remain in full force and effect.