1.1 In these Terms and Conditions the following expressions shall have the following meanings:
1.1.1 'The Company' means Willow Furnishing Limited.
1.1.2 'The Customer' means a person to whom the Company makes an Offer (whether or not that Offer leads to the formation of a Contract between the Company and the Customer or between the Company and an agent for the Customer) and any person with whom there is a Contract.
1.1.3 'Offer' means any quotation estimate tender or other proposal given made or submitted by the Company for the sale of goods or for the supply of goods and services.
1.1.4 'Contract' means any agreement arrangement or state of affairs whereby the Company owes obligations.
1.1.5 'Terms and Conditions' means these Terms and Conditions as they may be amended under the provisions of condition 2.3.
1.1.6 'Force Majeure' means war civil disturbance fire flood or other natural disaster strike lockout or other labour dispute legislation or any other event beyond the reasonable control of the Company.
1.1.7 'Warranty Period' means 5 years commencing on the date of delivery of the relevant goods or completion of the supply of the relevant goods and services.
1.1.8 'Interest' means 4% above the base rate for the time being in force of National Westminster Bank plc or such other clearing bank as the Company may specify.
2.1 Except where the Company agrees to be bound by some other contractual terms and conditions or agrees to an amendment to these Terms and Conditions all Offers and Contracts are deemed to incorporate and are made upon these Terms and Conditions to the exclusion of all other terms and conditions express or implied except only to the extent that the law requires otherwise. These Terms and Conditions are the only and all the applicable terms and conditions.
2.2 These Terms and Conditions shall prevail over any terms or conditions stipulated or referred to by the Customer in any order letter or other document or communication oral or written or otherwise. 2.3 Any agreement by the Company to be bound by some other contractual terms and conditions or that some other terms and conditions shall prevail or to amendments to these Terms and Conditions must be made in writing and signed by a director of the Company or its secretary.
3.1 Unless otherwise stated an offer is available for acceptance by the Customer within 30 days of submission, and if not accepted within that period, shall lapse unless the Company agrees otherwise in writing.
3.2 An Offer will only be treated as having been accepted if the Customer delivers to the Company an order in the form required by the Company signed by the Customer and provides any deposit required under the terms of the Offer.
4.1 Prices for goods sold or for the supply of goods and services are as stated in the Offer but are subject to variation in the following circumstances:
4.1.1 where the Company agrees to make an express delivery and does deliver by the express delivery date in which case the Customer will pay an express delivery charge.
4.1.2 where goods are placed in storage under Condition 5.4 in which case the Customer will pay the cost of storage plus a reasonable administration charge.
4.1.3 where in the case of made to measure furniture the Customer requests and the Company agrees to make variations to the design the Customer has previously agreed the Customer will pay the cost of re-design and amendment to the working drawings together with the additional cost of work and materials at the rates stated in the Offer. Terms & Conditions January 2013 2 4.1.4 where the Company incurs additional costs due to Site Conditions not having been met or due to the Company taking steps to ensure that the Site Conditions are met as provided in Condition 5.2 or where Condition 5.3 applies, in which case the Customer will pay for the additional work or time wasted at the hourly rate stated in the Offer.
4.1.4 unless otherwise stated, all prices include Value Added Tax (VAT) at the prevailing rate.
5.1 The Company will use its reasonable endeavours to deliver the goods and to supply the services on the date or dates stated in the Offer or on or before such later date or dates requested by the Customer and accepted by the Company but the Company will not be liable for any loss or damage of any kind caused either directly or indirectly by any delay in meeting delivery dates, nor will the Customer be entitled to repudiate the Contract due to delay in delivery.
5.2 Our lead times are approximately 14 to 21 days from placement of an order and receipt of payment/deposit although this is a guide only and may depend on the volume of orders and the production capacity available. Lead times vary for custom work and will be estimated in writing.
5.3 The Company shall be entitled to refuse to deliver goods where the Company acting reasonably considers that the Site Conditions have not been met. If Site Conditions are not met in that a room has not been sufficiently cleared, the Company with the agreement of the Customer will carry out the clearing of the room but reserves the right to refuse to move electronic equipment due to the risk of damage to such goods. If by agreement with the Customer the Company disconnects such equipment it will not be responsible for re-connection of it nor for any damage caused other than damage identified at the time of disconnection.
5.4 If the Site Conditions are not met or for whatever reason cannot be met by the implementation of these procedures then the Company will not make delivery at that time and will not return to the site until it is satisfied that the Site Conditions are met.
5.5.1 the Customer having accepted an Offer requests a delivery date or dates which is or are 4 weeks later than that or those stated in the Offer, or
5.5.2 the Company acting reasonably decides that the Site Conditions have not been met more than 4 weeks after the date or dates of delivery stated in the Offer. the Company may at its discretion place the goods in storage pending delivery. 5.6 If delivery of goods is delayed by Force Majeure for a period of 90 days the Company may by written notice to the Customer cancel the Contract and neither party shall have any further liability under the Contract.
5.7 If the Customer requests a delivery date for goods earlier than the date stated in the Offer and the Company agrees to endeavour to meet that earlier delivery date the earlier date shall be substituted for the original date and the Company shall be entitled to quote an express delivery charge.
5.8 If after an Offer has been accepted the Customer requests a delivery date for goods which is more than 90 days after the delivery date stated in the Offer or otherwise agreed by the Company the Company may decide to cancel the Contract and return to the Customer any deposit paid to the Company and neither party shall have any further liability under the Contract except that the Customer shall reimburse the Company for any loss cost or expense resulting from such cancellation, including the cost of any materials, plant or tools used or intended to be used in connection with the Contract, the cost of labour and other overheads and administrative costs attributable to such cancellation.
6. SPECIFICATION AND QUALITY
6.1 Sizes - Goods are manufactured to be within reasonable commercial standards of tolerances for goods of their type.
6.2 Quality - The furniture supplied by the Company is hand made using natural materials. As such the goods may have natural marks and other features and will not have the even and consistent finish appearance and shape found in machined goods made with artificial materials or materials treated in order to achieve that effect. There will be minor variations in colour and appearance between on the one hand the goods and on the other hand pieces on display in the Company showroom or brochures, or samples. The Customer acknowledges that such characteristics and variations are not to be regarded as defects for the purpose of assessing whether or not the goods are of satisfactory quality or otherwise in accordance with the Contract.
6.3 The Company's brochures or other publicity material do not constitute or contain any representation or warranties by the Company and do not form part of an Offer or any Contract.
6.4 The Company reserves the right without affecting its liabilities to the Customer to make changes to the specification of goods due to changes made by the manufacturer or otherwise provided that the changes do not materially affect the use quality or performance of the goods.
6.5 There will be no price adjustment on account of specification changes nor shall the Customer be entitled to reject goods on account of specification changes as aforesaid.
6.6 The Company in consultation with the Customer may substitute goods with others of similar type and quality where reasonably necessary in order to complete a Contract.
7.1 If during the Warranty Period goods are found upon inspection by the Company to be defective due to faulty materials or workmanship the Company will repair or replace the defective goods as it decides at its own expense or, where the goods cannot be repaired or replaced within a reasonable time, the Company will reduce the price payable under the Contract by the amount attributable to such goods.
7.2 The Company shall have no liability under Condition 7.1 unless:
7.2.1 the goods and every part of them have been installed used operated and maintained in accordance with the Company's or the manufacturer's instructions manuals and recommendations or, where and to the extent that there are no such instructions etc., in accordance with normal good practice for goods of that type.
7.2.2 the Company is notified of the alleged defect as soon as it is discovered by the receiving Customer.
7.2.3 the goods have been paid for in full and the Company shall not be liable for defects or damage caused by
7.2.4 water, exposure to excessive heat or cold, exposure to sunlight or for normal wear and tear, or
7.2.5 if the goods have been misused moved disconnected modified replaced added to or repaired or treated except in accordance with paragraph 7.2.1 or otherwise with the approval of the Company.
7.3 If the Company is not liable under Condition 7.1 the Customer will if the Company so requires reimburse the Company's reasonably incurred costs of or incidental to inspecting and testing the goods.
7.4 Save as provided in this Condition 7, and to the extent permitted by law, the Company shall not be liable for any loss or damage of any kind whatsoever caused directly or indirectly by the use of or any defect in the design materials or workmanship or other defect in the goods or services supplied or by any negligence of the Company its officers, employees or agents.
7.5 Unless otherwise agreed, the Company gives no warranty that the goods will be suitable or fit for any particular purpose or will achieve any performance requirement notified by the Customer.
7.6 The liability of the Company under this warranty shall not exceed the invoiced value of the defective goods and services.
8. DAMAGED GOODS
8.1 The Company will not be responsible for any alleged damage to goods or any shortages where:
8.1.1 the delivery note has been signed by or on behalf of the Customer and returned to the Company unqualified, or 8.1.2 the alleged damage or shortage is not reported to the Company with 7 days of delivery.
8.2 Where possible, goods being returned should be returned in their original packaging and in any case packaged in such a manner as to ensure that they are returned to the Company without loss or further damage. 8.3 The Company will endeavour to replace damaged goods and make up shortages without delay.
9.1 The price of the goods sold or the goods and services supplied by the Company is to be paid without deduction or set-off at the time of product order.
10. TITLE TO GOODS
10.1 Title in the goods shall pass upon payment of the whole of the price of those goods and until then the goods shall be and remain the sole and absolute property of the Company as legal and beneficial owner.
11. RISK AND INSURANCE
11.1 Goods supplied by the Company shall be at the sole risk of the Customer as soon as they are delivered by the Company to the Customer's premises and it shall be the responsibility of the Customer at its own cost to insure the goods in their full reinstatement value against all usual risks and to properly store them until title has passed.
12.1 All drawings and instructive materials produced by the Company for the Customer in connection with the Contract are and shall remain the property of the Company and must not be copied without the prior written consent of a director of the Company.
13. SUSPENSION AND TERMINATION
13.1 If the Customer is in breach of Condition 9.1 the Company shall be entitled to suspend any deliveries to the Customer the performance of any services and any other obligations to the Customer until the outstanding monies and Interest thereon are paid in full and the Customer shall also be liable for extra storage and transport costs incurred by the Company in connection with the suspension.
13.2 If a payment remains outstanding 30 days after it fell due the Company shall be entitled on notice to the Customer forthwith to terminate the Contract and any other Contract with the Customer. Such termination shall take effect without prejudice to the Company's rights and remedies in respect of breaches prior to the date of termination and the Customer shall be liable also to reimburse the Company for any loss cost or expense the Company may incur in re-selling or attempting to re-sell the goods recovered from the Customer or remaining to be supplied under the Contract (but for the termination) which loss cost or expense shall be recoverable as a debt.
14.1 Without prejudice to Condition 7.6 the liability of the Company for breach of Contract shall not exceed the invoiced value of the goods and services to which the Contract relates and the Company shall not be liable for loss of profits loss of revenues loss of anticipated profit loss of goodwill loss of amenity or use or any type of special indirect or consequential loss. Nothing in these Terms & Conditions shall exclude or purport to exclude the Customer's statutory rights arising from dealing with the Company as a consumer.
15.1 Each of the Company's remedies is a separate remedy and operates without prejudice to any other remedy.
15.2 Any payment or reimbursement to be made by the Customer under these Terms and Conditions shall bear Interest (both before and after judgment) from the date the payment or reimbursement fell due until payment is made.
15.3 Any notice agreement approval or decision of the Company under these Terms and Conditions shall be in writing and no person dealing with or handling the goods or providing services other than the Company itself has any right or authority to bind the Company in any way or to assume on the Company's behalf any obligation express or implied.
15.4 Each of these Terms and Conditions shall be severable and distinct from one another and if one or more of such provisions is invalid or unenforceable the remaining Terms and Conditions shall not in any way be affected.
15.5 If the Customer is two or more persons then the obligations of the Customer shall be joint and several.
15.6 Any failure by the Company to enforce any of the Terms and Conditions or any delay in enforcing them shall not constitute a waiver of those Terms and Conditions.
15.7 The Company and the Customer agree that no person who is not a party to a Contract shall be entitled by virtue of the Contracts (Rights of Third Parties) Act 1999 to the benefit of it or be entitled to enforce any of its terms.
15.8 To the extent permitted by law, the Company shall not be liable for any misrepresentation arising from printing or clerical errors, statements by third parties accepted by the Company in good faith and repeated by it, or for any other representations not confirmed by the Company in writing.
15.9 These Terms and Conditions shall be governed by and construed in accordance with English law and the Customer hereby submits to the non-exclusive jurisdiction of the English Courts. 15.10 The headings to these Terms and Conditions are for convenience only and are not intended to form part of these Terms and Conditions.
16.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).