1 Business Day: a day other than a Saturday, Sunday or public holiday in Northern
Ireland, when banks in Belfast are open for business.
2 Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
3 Conditions: the terms and conditions set out in this document as amended from time to
time in accordance with clause 11.4.
4 Contract: the contract between the Supplier and the Customer for the sale and
purchase of the Goods in accordance with these Conditions.
5 Customer: the person or firm who purchases the Goods from the Supplier.
6 Delivery Location: has the meaning given in clause 4.2 .
7 Force Majeure Event: an event, circumstance or cause beyond a party's reasonable
8 Goods: the goods (or any part of them) set out in the Order.
9 Order: the Customer's order for the Goods, as set out in the Customer's written
acceptance of the Supplier's quotation or online at firstname.lastname@example.org .
10 Specification: any specification for the Goods, including any related plans and
drawings, that is agreed in writing by the Customer and the Supplier.
11 Supplier: Woodland Kitchens (N.I) Limited (registered in Northern Ireland with company number NI030446).
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written excludes fax but not email.
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate and include full details of the Customer name and company number, Customer contact details including email, Order information and Customer purchase order.
2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence. The Customer will receive an email to acknowledge the Order confirming the Goods ordered and any relevant Specification. The Supplier reserves the right to refuse any Order.
2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.5 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
2.7 Once an order is accepted by the Supplier it may not be cancelled without the written agreement of the Supplier. If an Order is cancelled without the consent of the Supplier the customer shall compensate the Supplier in full against all losses (including loss of profit), costs (including costs of all labour and materials used), damages,
3.1 The Goods are described in the Supplier's catalogue or website as modified by any applicable Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification. This clause 3.2 shall survive termination of the Contract.
3.3 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement.
4.1 The Supplier shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery note that shows the contract number, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.
4.2 Delivery charges may be charged at the Supplier’s discretion in addition to the cost of the Goods and shall be detailed in the acknowledgement of Order emailed to the Customer.
4.3 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready. It is the Customer’s responsibility to off- load the Goods without undue delay on the date of delivery from the Supplier’s delivery vehicle.
4.4 Delivery is completed on the completion of unloading of the Goods by the Customer at the Delivery Location. The Customer’s signature on any delivery note, or other documentation shall be evidence that the delivery amount of Goods specified on the delivery note have been delivered in good condition and are undamaged by transit.
4.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods or the Supplier is unable to access the Delivery Location.
4.6 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods or the Supplier is unable to access the Delivery Location.
4.7 If the Customer fails to take delivery of the Goods after the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance if applicable).
4.8 If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.9 If the Supplier delivers up to and including 10% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
4.10 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.11 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) at any time after the Supplier notifies the Customer that the Goods are ready. The Customer shall be responsible for providing safe, proper, prompt and unhindered access to the Delivery Location to the Supplier at all reasonable times for unloading and shall be liable for any loss or damage, or cost of delay caused by lack thereof. Where the Customer assists with any unloading it shall be responsible for any damage caused to the Goods arising from Customer’s employees acts or omissions.
5.1 The Supplier warrants that on delivery, the Goods shall:
(a) conform in all material respects with their description and any applicable Specification; and
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by the Supplier.
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing to the Supplier on
Delivery that some or all of the Goods do not comply with the warranty
set out in clause 5.1 ;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier's cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(f) the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 Except as provided in this clause 5, the Supplier shall have no
liability to the Customer in respect of the Goods' failure to comply
with the warranty set out in clause 5.1 .
5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
5.7 All illustrations, drawings and other information issued by the Supplier on its website, catalogues, price lists, advertisements or any other publications must be regarded as approximate representations only except where otherwise specified. Weights, dimensions, measurements, capacities and all other particulars of the Goods are stated by the Supplier in good faith as being approximately correct and are given as accurately as circumstances permit but are not taken as conclusive. Defects in quality or dimensions in any delivery shall not entitle the Customer to reject the Goods or cancel any Order.
5.8 No Goods delivered to the Customer which are in accordance with the Contract will be accepted by the Supplier for return without the prior written approval of the Supplier and at its absolute discretion. If the Supplier agrees to accept any such Goods from the Customer for return, the Customer shall be liable to pay a handling charge of 20% of the invoice price. Such Goods must be returned by the Customer (delivery paid) to the Supplier in their original shipping carton. Goods returned without the prior written approval of the Supplier or otherwise than in accordance with these Conditions may be returned to the Customer or stored at the Customer’s cost without prejudice to any rights or remedies the Customer may have under statute, contract or otherwise.
6.1 The risk in the Goods shall pass to the Customer on completion of delivery at the Delivery Location.
6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the
Customer so that they remain readily identifiable as the Supplier's
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d) ; and
(e) give the Supplier such information as the Supplier may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Customer.
7.1 The price of the Goods shall be the price set out in the Order,
or, if no price is quoted, the price set out in the Supplier's published
price list in force as at the date of delivery.
7.2 The Supplier may, by giving notice to the Customer at any time up to 30 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
7.3 The price of the Goods:
(a) excludes amounts in respect of value added tax (VAT),
which the Customer shall additionally be liable to pay to the Supplier
at the prevailing rate, subject to the receipt of a valid VAT invoice;
(b) excludes the costs and charges of packaging, insurance, transport and delivery of the Goods, which shall be invoiced to the Customer.
7.4 The Supplier may invoice the Customer for the Goods on or at any time on or before the despatch of the Goods.
7.5 The Customer shall pay each invoice submitted by the Supplier:
(a) within 30 days of the date of the invoice or in accordance
with any credit terms or settlement discount terms agreed by the
Supplier and confirmed in writing to the Customer; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
7.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 9 , the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.6 will accrue each day at 3% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
7.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8.1 The restrictions on liability in this clause 8 apply to every
liability arising under or in connection with the Contract including
liability in contract, tort (including negligence), misrepresentation,
restitution or otherwise. 8.2 Nothing in the Contract limits any
liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987.
8.3 Subject to clause 8.3 , the Supplier's total liability to the Customer shall not exceed the price of the Goods.
8.4 Subject to clause 8.3 , the following types of loss are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
8.5 This clause 8 shall survive termination of the Contract.
9.1 Without limiting its other rights or remedies, the Supplier may
terminate this Contract with immediate effect by giving written notice
to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
9.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d) , or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
9.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
9.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
9.5 Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination [or expiry], including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect
Neither party shall be in breach of the Contract or otherwise liable
for any failure or delay in the performance of its obligations (save in
respect of any delay in payment for the Goods by the Customer) if such
delay or failure results from a Force Majeure Event. The time for
performance of such obligations shall be extended accordingly. If the
period of delay or non-performance continues for three months, the party
not affected may terminate the Contract by giving 14 written notice to
the affected party.
11.1 In the case of any dispute arising out of or in connection with a
Contract for the supply of Goods by the Supplier, whether on a supply
only basis or not, (“Dispute”) (save always where the Dispute relates to
the non-payment by the Customer for the Goods) no party may commence
any court proceedings in relation to the whole or part of the Dispute
until it has attempted to settle the Dispute by mediation and either the
mediation has terminated or the other party has failed to participate
in the mediation, provided that the right to issue proceedings is not
prejudiced by a delay..
11.2 If for any reason the Dispute is not resolved within 20 working days of commencement of the mediation, the Dispute shall be referred to and finally resolved by the courts of Northern Ireland in accordance with clause 12.9 (Jurisdiction)..
12.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage,
charge, subcontract, delegate, declare a trust over or deal in any other
manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
12.2 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties.
(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
(c) A waiver of any right or remedy is only effective if given in
writing and shall not be deemed a waiver of any subsequent right or
(d) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 11.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be: (i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (ii) sent by email quoting the Contract number to the following addresses (or an address substituted in writing by the party to be served): Supplier: email@example.com. Customer: the customer email address stipulated in the Order
(b) Any notice shall be deemed to have been received: (iii) if delivered by hand, at the time the notice is left at the proper address; (iv) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or (v) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume. (c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
12.7 Third party rights.
The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
12.8 Governing law.
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of Northern Ireland.
Each party irrevocably agrees that the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
12.10 Data Protection.
Any personal information shall be used in accordance with any and all applicable data protection legislation, including the Data Protection Act 1998 (as may be amended or replaced).
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