Terms and Conditions of sale – Clifford Jones Timber Limited
1.1 ‘Seller’ means Clifford Jones Timber Limited.
1.2 ‘Buyer’ means the person who buys or agrees to buy the goods from the Seller.
1.3 ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
1.4 ‘Goods’ means the articles which the Buyer agrees to buy from the Seller.
1.5 ‘Contract’ means the contract for the sale and purchase of the Goods.
2. Conditions applicable
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance (a) with any written quotation of the Seller which is accepted by the Buyer, or (b) any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and the Seller and its employees and agents shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3. The Price and terms of the payment
3.1 The Price of the Goods shall be the Seller’s quoted price or, where no price has been quoted or the quoted price is no longer valid, the price listed in the Seller’s published price list at the date of acceptance of the order. The Price is exclusive of VAT which shall be due at the at the rate ruling as at the date of the Seller’s invoice.
3.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the Price of the Goods to reflect:-
3.2.1 any increase in the cost to the Seller which is due to any factor beyond the Seller’s control (such as, without limitation, significant increase in the costs of labour, materials or other costs of manufacture)
3.2.2 any change in any delivery date, quantity or specification for the Goods which is requested by the Buyer, or
3.2.3 any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
3.3 Payment of the Price and VAT and charges for carriage, packing and insurance shall be due within 30 days of the date of the invoice. Time for payment shall be of the essence.
3.4 If the Buyer fails to make any payment on the due date then, without prejudice to any other rights or remedy available to the Seller, the Seller shall be entitled to:-
3.4.1 cancel the Contract or suspend any further deliveries to the Buyer;
3.4.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
3.4.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of 4% above National Westminster Bank PLC’s base rate from time to time, until payment in full is made.
3.4.4 Re-stocking (Returns). The cost for restocking standard products is 30% (of the original purchase price). Customers should notify us of their intention to return items within 2 weeks of purchase. For the avoidance of doubt. Standard products are defined as those products without any form of customisation (see 3.4.5. below). All returns must be in merchantable quality, undamaged and packaged for transportation. Transportation costs will also need to be recovered, unless the goods are returned directly to our depot.
3.4.5 Bespoke/customised products cannot be restocked. Customised or Bespoke products are defined as those manufactured to a customer design or specification and includes any of the following processes. Chamfered, Machined , Drilled, Specialist Treated, Rounded, Eased Edging and other bespoke features. Products must be in merchantable quality, undamaged and packaged for transportation.
4. Orders and specifications
4.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing.
4.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specifications) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform of the contract in accordance with its terms.
4.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
4.4 The Seller reserves the right to make any changes in the specification of the Goods which (a) are required to conform with any applicable statutory or EC requirements or (b) (where the Goods are to be supplied to the Seller’s specification) do not materially affect their quality or performance.
5. Delivery of the Goods
5.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
5.2. Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
5.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and any failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
5.4 Where the Goods are to be delivered at a place other than the premises of the Seller the Seller may refuse to effect delivery at those premises unless the Buyer provides adequate vehicular access to and hard standing at the delivery point together with sufficient personnel to enable safe unloading.
5.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise that by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) or if the Seller refuses to effect delivery on any of the grounds stated in Clause 5.4, then, without prejudice to any other rights or remedy available to the Seller, the Seller may:-
5.5.1 store the Goods at any place until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; and/or
5.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
6. Risk and property
6.1 Risk of damage to or loss of the Goods shall pass to the Buyer:-
6.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
6.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
6.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and the price of all other goods sold or agreed to be sold by the Seller to the Buyer for which payment is then due.
6.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business.
6.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
6.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does or purports to do so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
7. Warranties and liability
7.1. Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of six months from the date of their initial use or six months from delivery, whichever is the first to expire, PROVIDED ALWAYS that:-
7.1.1 the above warranty does not extend to parts, materials (including timber preservatives) or equipment not manufactured by the Seller, in respect of which the Buyer shall be entitled to only the benefit of such warranty or guarantee (if any) as is given by the manufacturer or supplier to the Seller;
7.1.2 the Seller shall have no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
7.1.3 the Seller shall have no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval;
7.1.4 the Seller shall have no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.
7.2 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977 Section 12), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
7.3 Where the Goods are sold under a consumer transaction (as defined by the Consumer Protection (Restrictions on Statements) Order 1976), the statutory rights of the Buyer are not affected by these Conditions.
7.4 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 14 days from the date of delivery. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
7.5 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
7.6 The Buyer shall fully comply with all instructions, warnings and/or advice issued by the Seller in respect of the Goods and/or the use, handling and/ or disposal of the Goods.
7.7 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any express or implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract or otherwise howsoever, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods.
7.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:-
7.8.1 Act of God, explosion, flood, tempest, fire or accident;
7.8.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
7.8.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
7.8.4 import or export regulations or embargoes;
7.8.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
7.8.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
7.8.7 power failure or breakdown in machinery.
8. Insolvency of Buyer
8.1 This clause applies if:-
8.1.1 the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
8.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
8.1.3 the Buyer ceases or threatens to cease to carry on business; or
8.1.4 the Seller reasonable apprehends that if any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
8.2 If this clause applies then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
9.1. The Seller may perform any of its obligations or exercise any of its rights under these Conditions by itself or through any other member of a group of companies of which it is a member, provided that any act or omission of any such other member shall be deemed to be the act or omission of the Seller.
9.2. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
9.3. No waiver by the Seller of any breach of the Contract by the Buyer shall be or shall be considered as a waiver of any subsequent breach of the same or any other provision.
9.4. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
9.5. The Contract shall be governed by the laws of England, and the parties shall submit to the exclusive jurisdiction of the Wrexham County Court in respect of all disputes and issues regarding or arising out of the Contract and the Goods.