1.1 All orders for products and services in the Woodwood Group (WGL) catalogue are accepted by Woodwood (Group) Ltd subject to these terms and conditions of sale. No other terms will apply to the supply of products and services by WGL unless agreed in writing by an authorised signatory of WGL or expressly stated otherwise in these terms and conditions of sale.
1.2 All descriptions of the products and services contained on the WGL website and in the WGL catalogue or otherwise communicated to the Customer are approximate only and shall not form any part of the contract between WGL and the Customer. WGL shall not be liable to the customer for any errors or omissions in its website or catalogue. The advertising of products and services on the WGL website and in the catalogue is not an offer capable of acceptance, it merely constitutes an invitation by WGL for the Customer to make an offer to purchase products and services.
1.3 These terms and conditions do not apply to export transactions, to which separate terms and conditions of sale apply.
1.4 WGL is a business-to-business supplier. The WGL catalogue is intended for use by business customers and not by consumers or private individuals. Notwithstanding the foregoing, nothing in these terms and conditions of sale shall affect the statutory rights of a Customer who deals as a consumer.
2.1 The prices of the products and services are as set out on the WGL website and catalogue that is current at the date of despatch of the ordered products or the date of provision of the ordered services. All prices exclude VAT, which WGL will add at the rate applicable at the date of order despatch. WGL reserves the right to change prices without prior notice at any time.
3.1 WGL reserves the right to decline to trade with any company or person. In addition, WGL may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Customer by telephone, email or facsimile within a reasonable period of receipt by WGL of the order.
3.2 WGL executes orders to the Customer’s requirements, and does not substitute one product for another unless requested by the Customer, or unless the product has been superseded by the latest version. To the extent that orders cannot be fulfilled completely from stock, the unfulfilled balance will (at the Customer’s option) either be put on back order to be fulfilled when WGL next has available stock or be cancelled.
3.3 The Customer must submit orders using the WGL product codes and the price shown on the WGL website and in the WGL catalogue and must specify which delivery option is required. If the Customer confirms telephone, fax or internet orders, the confirmation must be marked ‘CONFIRMATION ONLY’ to avoid duplication.
4.1 WGL will aim to deliver products in accordance with the Customer’s order. The Customer’s delivery options, and the prices for them, are set out on the WGL website, in the current at the date of order or will be notified to the Customer at the time of order. Delivery prices apply per order, irrespective of the number of products ordered. Delivery will be made to the Customer’s usual business address, unless otherwise agreed in writing.
4.2 Times and dates for delivery quoted on the WGL website, in the catalogue or by WGL ‘s employees are approximate only and WGL shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence.
4.3 If any delivery is late, the Customer must notify WGL , and WGL will endeavour to ascertain if the product has been delivered or the expected delivery time of the product to the Customer. WGL may also, at its discretion, refund the total delivery charge to the Customer. If a revised delivery time is not acceptable WGL may also, at its discretion, offer an alternative delivery option. These are the Customer’s exclusive remedies for late delivery.
4.4 WGL will aim to deliver Non-stock items in accordance within the lead times published for them on the WGL website. All such lead times are approximate only, and no other delivery options are available for Non-stock products. WGL may, following Customer’s order, notify the Customer if WGL will be unable to fulfil any order for Non-stock products within that published lead time, and will provide alternative options.
4.5 Orders where total value of products in any such order is less than £500 are subject to an additional shipping and handling charge as published on the WGL website, or quoted at the time of order (currently £15 but subject to change from time to time). Orders containing products with a total value of £500 or more will not be subject to an additional shipping and handling charge. These shipping and handling charges apply per order, irrespective of the number of products ordered, and will be charged against the first delivery of Extended Range products under the relevant order.
5. Inspection, Delivery Delays and Non-Delivery
5.1 The Customer must inspect the products as soon as is reasonably possible after delivery and shall, within 10 days of the date of delivery or, in the case of clause 4, the due date for delivery, give notice to WGL in detail of:
(1) Any defect in the product that is apparent on reasonable examination. In this case WGL shall, at WGL’s discretion, replace the products or refund the purchase price. In any event the Customer must refuse parcels delivered to it in a damaged condition;
(2) Any shortfall in products delivered. In this case WGL shall, at its discretion, deliver the undelivered products or refund the price of the undelivered products;
(3) Any delivery of products not in accordance with the order. In this case WGL shall, at WGL’s discretion, replace the products or refund the purchase price;
(4) Any non-delivery of the products (in which case the time limit is within 10 days of the estimated despatch date). In this case WGL shall deliver the undelivered products or refund the price of the undelivered products.
5.2 If the Customer fails to give any such notice, the products shall be conclusively presumed to be, in all respects, in accordance with the order and free from apparent defects, and the Customer shall be deemed to have accepted the products accordingly. WGL’s record of the products despatched (including the quantity) shall be conclusive evidence of the products received by the Customer, unless proved otherwise by the Customer.
5.3 The remedies set out above are the Customer’s exclusive remedies for non-delivery or short delivery of products, or for apparent defects in the products or delivery of products not in accordance with the order. WGL shall not be liable for any losses, consequential or otherwise, or for costs (including legal costs), expenses, liabilities, injuries, loss of profits, business or economic loss, depletion of goodwill, damages, claims, demands, proceedings, judgments or otherwise arising from these circumstances.
6.1 If WGL has not granted credit to the Customer, payment terms are cash with order.
6.2 Credit terms (subject to satisfactory references and at WGL’s absolute discretion) are available. If credit has been granted, the Customer shall pay the price of the product or service within 30 days of the products being despatched. All payments must be made without any set-off, deduction or counterclaim.
6.3 If any sum is not paid on the due date for payment then, without prejudice to any other right or remedy:
(1) all sums then outstanding from the Customer will immediately become due and payable notwithstanding that such sums would not otherwise be due until a later date, and
(2) WGL may apply a compensation charge as an estimate of administrative and other wasted costs incurred by WGL to the Customer of £40 for outstanding sums up to £1,000: £70 for outstanding sums between £1,000 and £10,000 and £100 for outstanding sums of £10,000 or more; and
(3) WGL may also charge the Customer interest from the due date until payment is made in full (both before and after any judgement) on the amount unpaid at a rate which is 8 per cent per annum above the Bank of England base rate as set at 31 December for the period 1 January to 30 June inclusive in the following year and as set at 30 June for the period 1 July to 31 December inclusive, compounded monthly.
7. Risk and Ownership
7.1 Risk of loss of or damage to the products shall pass to the Customer on delivery. Ownership of the products shall not pass to the Customer until all sums due to WGL from the Customer for those products have been received by WGL (in cash or cleared funds). If the Customer is late in paying any sum to WGL, then WGL shall be entitled to the immediate return of all products where the ownership has not passed to the Customer. The Customer authorises WGL and its agents to recover the products, and to enter any premises of the Customer for that purpose. Demand for or recovery of the products by WGL shall not of itself discharge either the Customer’s liability to pay the whole of the price and take delivery of the products or WGL’s right to sue for the whole of the price.
8. Product and Availability Information
8.1 WGL reserves the right, without prior notice, to discontinue any product or to make design changes as part of its continuous programme of product improvement, or to assist product availability, and such changes may take place during the life of any WGL website or catalogue.
8.2 Unless otherwise confirmed, nothing in any WGL catalogue or on the WGL website is to be taken as a representation of the source of origin, manufacture, or production of the products or any part of them.
9.1 For products purchased from WGL : WGL warrants that if any product is defective, it will replace or repair the product or refund the purchase price. This warranty is subject to a claim being made in writing to WGL within 12 months of the original date of despatch, or such other longer period as may be indicated by WGL for specific products from time to time in writing.
9.2 These warranties shall not apply to any defect which arises from improper use, failure to follow the product instructions, or any repair or modification made without the consent of WGL. The Customer must return or dispose of the products, or make them available for collection by WGL, in accordance with WGL’s instructions and suitably packaged.
9.3 The Customer must contact WGL to notify WGL of the return of any products prior to returning any products and obtain a returns number, which is to be quoted on all paperwork. Returned products must be accompanied by an advice note stating the original invoice number in respect of the products and the nature of any claimed defect. Where the Customer returns products otherwise than in accordance with these warranty provisions, WGL may refuse such products and return them to the Customer at the cost of the Customer.
9.4 Any products which are replaced by WGL shall become the property of WGL. Title to replacement products shall pass to the Customer on delivery, and the period of the replacement product’s warranty shall be the unexpired period of the defective product’s warranty.
9.5 The remedies set out above shall be WGL’s sole liability and the Customer’s sole remedy for any breach of warranty and in respect of the supply or non-supply of products and/or services.
9.6 The Customer shall have no remedy in respect of any untrue statement made to it upon which it relied in ordering products and/or services (unless such untrue statement was made knowing that it was untrue) other than any remedy it may have set out expressly in these terms and conditions of sale. Save as expressly provided in these terms and conditions of sale, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of products and/or services are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality, fitness for purpose and provision of services with reasonable care and skill). WGL will not be liable to the Customer for any loss, damage or liability of any kind whatsoever which arises out of the breach of implied warranties, terms or conditions (statutory or otherwise) or breach of any other duty of any kind imposed on WGL by operation of law. The Customer acknowledges that it is responsible for ensuring that the products and services it orders are fit for the purposes for which it intends to use them.
10. Limitations of Use
10.1 Products sold by WGL are not recommended or authorised for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which the failure of a single component could cause substantial harm to persons or property.
11.1 WGL shall not be under any liability for damage, losses (whether direct, indirect or consequential), expenses, liabilities, injuries, loss of profits, business or economic loss, depletion of goodwill, costs (including legal costs), claims, demands, proceedings, judgments or otherwise resulting from the failure to give advice or information or the giving of incorrect advice or information (including through the WGL technical helpline) whether or not due to its negligence or that of its employees, agents or sub-contractors.
11.2 WGL shall not be liable for economic loss, punitive damages, loss of revenue, loss of profits or expected future business, damage to reputation or goodwill, loss of any order or contract or any consequential or indirect loss or damage, all as may result from, or be connected with: (i) any express or implied terms of the contract between WGL and the Customer, or of any order accepted by WGL (ii) any duty of any kind imposed on WGL by law arising out of or in relation to the contract between WGL and the Customer or order; (iii) any defect in the products or services; (iv) intellectual property rights infringement; or (v) any other loss whatsoever arising out of these terms and conditions of sale.
11.3 Nothing in these terms and conditions of sale shall exclude or limit the liability of WGL for death or personal injury caused by the negligence of WGL or its employees, agents or sub-contractors, or for fraud.
12. Cancellations and Returns
12.1 The Customer may not cancel orders once accepted by WGL. WGL may, at its discretion and in writing, allow an order to be cancelled subject to WGL recovering from the Customer the costs incurred by WGL. In the event of cancellation of part of any order only, WGL may invoice the Customer any difference in selling price per unit applicable to the quantity actually despatched up to the time of cancellation compared to the quantity ordered.
12.2 The customer may only return products to WGL, and receive a credit or refund, on the following conditions:
(1) The Customer must contact WGL prior to the return of any products and obtain the prior consent of WGL and obtain a returns number (to be quoted on all returned paperwork)
(2) Return must be made within 7 days of the date of delivery (as stated on the delivery documentation). Products must be returned to WGL in their original condition and packaging and in a condition which will enable them to be immediately fit for re-sale. Products must be returned to WGL adequately packed and despatched freight prepaid, clearly labelled to: Returns Department, Woodwood Group Ltd, Unit 8, Rosewood Business Park, Eastways, Witham. Essex. CM8 3AA.
(3) The Customer must follow any specific instructions which appear in the WGL catalogue or with any product regarding its return to WGL,
(4) The Customer must quote the invoice details or the WGL reference number on the WGL original despatch note, otherwise any credit given for the returned products will be based upon the lowest sales price; and
(5) For products returned due to Customer error or no longer required and returned in accordance with 2 – 4 above a handling charge will be applied. This handling charge is set out in the WGL catalogue.
12.3 Where the Customer returns products to WGL not in accordance with (2) – (4) above (for example, after 7-days from the date of despatch or in an unfit state) WGL will refuse delivery and return the products at the Customer’s expense or may apply a handling charge which relates to the actual cost of reprocessing (subject to the minimum charge set out in the WGL website).
13. Force Majeure
13.1 A force majeure event is any event beyond the reasonable control of WGL (including strikes, traffic congestion, the downtime of any external line, or WGL’s inability to procure services, materials or articles required for the performance of the contract except at enhanced prices). If WGL is prevented or restricted from carrying out all or any of its obligations under these terms and conditions of sale by reason of any force majeure event, then WGL shall be relieved of its obligations during the period that such event continues, and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the force majeure event continues for a period longer than fourteen days, WGL may cancel the affected order or cancel the whole or any part of these terms and conditions of sale, without any liability to the Customer.
14. Rights in the Website / Catalogue
14.1 The Customer acknowledges that WGL and its licensors own the intellectual property rights on the WGL website, the catalogue content and the product numbers, and that their whole or partial reproduction without WGL’s prior written consent is prohibited.
15. Data Protection and Customer Information
15.1 WGL may keep and use personal details of the Customer and its employees for the purposes of providing products and services to the Customer. In addition WGL may disclose the Customer’s and its employees’ details to organisations working on behalf of WGL anywhere in the world (for example, credit reference agencies, mailing houses and call centres) for the purpose of proper fulfilment of orders and WGL’s obligations under these terms and conditions of sale.
15.2 WGL may send to the Customer and its employees details of other products and services offered by its group that may interest the Customer. If the Customer or its employees do not want to receive details of these offers then they should write to the WGL Marketing Department, Woodwood Group Ltd, Unit 8, Rosewood Business Park, Eastways, Witham. Essex. CM8 3AA
15.3 The Customer consents that WGL may use the name of the Customer by disclosing it to certain WGL suppliers for market research and commission purposes.
Law and Jurisdiction
15.4 The contract between WGL and the Customer based on these terms and conditions of sale as applicable to each Customer order shall be governed by and interpreted in accordance with English Law and the Customer submits to the non-exclusive jurisdiction of the High Court of Justice in England, but WGL may enforce the contract in any court of competent jurisdiction.