1. DEFINITIONS

In these Terms and Conditions the following words and expressions shall have the following meaning unless otherwise stated:-

a) “The Contract” means the following Terms and Conditions and Order Acknowledgement, Quotation, Specifications, Plans, Drawings and any other documents expressly incorporated by written reference.
b) “The Terms and Conditions” means the following Terms and Conditions and any other Special Terms and Conditions.
c) “Special Terms and Conditions” means any other Terms and Conditions agreed in writing between the Contractor and the Purchaser.
d) “The Contractor” means Woodscope Joinery Limited (WJL) whose company registration number is 4501605 and whose registered address is Oaklands House, 21 Hope Carr Road, Leigh, Lancashire, WN7 3ET.
e) “The Purchaser” means the person, organisation or company set out on the Contractor’s Order Acknowledgement.
f) “Order Acknowledgement” means the Order Acknowledgement issued by the Contractor to the Purchaser confirming the purchase of goods and services and the basis of the Contract.
g) “Goods and Services” means the Goods and Services to be provided by the Contractor to the Purchaser as set out on the Order Acknowledgement.
h) “The Price” means the price to be paid by the Purchaser to the Contractor for the Goods and Services provided by the Contractor.
i) “Sales Details” means any information in any catalogue or sales and/or promotional literature.
j) “Sales to Arrive” means sales subject to the safe arrival of goods in the UK.

2. GENERAL

2.1    The purchase of all goods and services are subject to and governed by these Terms and Conditions except in so far as any Special Terms and Conditions apply. All Special Conditions are set out on the Order Acknowledgement. The Contractor shall not be liable for any purported oral agreements unless recorded in writing and expressly agreed to in writing by the Contractor.
2.2    Any purported variation to these Terms and Conditions, except in so far as any Special Terms and Conditions apply, shall be of no effect unless agreed in writing by the Contractor and the Purchaser.
2.3    Paragraph headings are inserted for convenience only and do not define, limit or otherwise affect the meaning and interpretation of these Terms and Conditions.
2.4    All drawings, illustrations, performance data, plans, specifications, visual examples and any other “sales details” in any catalogue or sales and/or promotional literature or any other document of the Contractor are provided as a guide only. The Contractor is not bound by such drawings, illustrations, performance data, plans, specifications, visual examples and any other “sales details” in any catalogue or sales and/or promotional literature. The Purchaser should only rely upon the details set out on the Order Acknowledgement. The Contractor is not liable for any reliance of the Purchaser on any of the aforementioned documentation or other such documentation/literature whatsoever.
2.5    If the Purchaser does not pay the full price for the goods and services by the time and/or times as set out in the Order Acknowledgement, the Purchaser shall have deemed to have repudiated the Contract with the Contractor and as such the Contractor may at the sole discretion of the Contractor, without further notice, accept such repudiation in writing.
2.6    The Purchaser shall take delivery of the goods and allow any installation by the time and/or times as set out in the Order Acknowledgement. In the event that that the Purchaser fails to do so, the Contractor will be entitled to charge the Purchaser for storing the goods and/or any other abortive costs which may include abortive or additional visits and waiting time etc, at the rates set out in the Order Acknowledgement, or if no rates are set out in the Order Acknowledgement some other reasonable rates, until such time that the Purchaser takes delivery and/or allows installation of the goods. The Contractor will be entitled to recover from the Purchaser as a debt due any such costs. At the sole discretion of the Contractor, the Contractor may treat the failure of the Purchaser to take delivery of the goods by the time and/or times set out in the Order Acknowledgement as a repudiation of the Contract between the Contractor and the Purchaser and the Contractor, without further notice, may accept such repudiation.
2.7    The Contractor, at its sole discretion, may extend the time and/or times set out in the Order Acknowledgement for the delivery of goods and/or installation providing the Contractor notifies the Purchaser of the extended time before the time and/or times set out in the Order Acknowledgement. The Contractor will not be liable for any delays caused by any matters outside of the Contractor’s direct control.
2.8    If the Purchaser has insolvency or bankruptcy proceedings brought against it or is placed in administration, whether voluntary or otherwise, the Contractor may terminate the Contract between the Contractor and the Purchaser immediately and without notice. In the event of termination the Contractor will be entitled to recover all unpaid goods and set off against the account of the Purchaser and/or recover as a debt due from the Purchaser all costs incurred.
2.9    If the Purchaser cancels and/or amends/varies any goods whatsoever, the Contractor shall be entitled to recover from the Purchaser and the Purchaser shall be indebted to the Contractor for all costs, losses and damages incurred by the Contractor including any loss of any profit and overhead contribution.
2.10    The Contractor may sub contract or assign any part of its rights and obligations arising under or in connection with the Contract between the Contractor and Purchaser. The Purchaser may assign its rights and obligations arising under or in connection with the Contract between the Contractor and Purchaser providing the Purchaser has the written agreement of the Contractor to do so, which agreement shall not be unreasonably withheld.
2.11    Nothing in the Contract between the Contractor and Purchaser confers or purports to confer any right of any third party who is not a party to the Contract and as such any rights brought about by the Contracts (Rights of Third Parties) Act 1999 or any amendments thereto are expressly excluded from the Contract between the Contractor and Purchaser.
2.12    Failure or neglect by the Contractor to enforce or comply with any of the Terms and Conditions herein shall not be considered as waiver by the Contractor of any of its rights pursuant to the Terms and Conditions herein or otherwise. The Contractor has the right to enforce the Terms and Conditions herein at any time and as such may rely upon its rights pursuant to the Terms and Conditions herein at any time.
2.13    The Contractor and the Purchaser shall keep the details of the Contract between the Contractor and Purchaser and any information and/or material whatsoever provided under or in connection with it in strict confidence and shall not disclose any information, other than if legally obliged to, without the written consent of the other party.
2.14    All notices required to be given by the Contractor or the Purchaser pursuant to the terms and conditions herein or otherwise shall be given in writing by recorded or special delivery to the address set out on the Order Acknowledgement.

3. QUOTATIONS AND TENDERS

3.1    No order placed by the Purchaser shall or will be binding or effective unless accepted by the Contractor in writing by a Contractor Order Acknowledgement. Any order given by the Purchaser will be considered to be an offer open for acceptance by the Contractor. Any variance and/or additions to the goods and services set out on the Order Acknowledgement will only become binding and effective and the Contractor will only be obliged to supply such goods and services if the Contractor issues an addendum and/or additional Order Acknowledgement. The price for such variances and/or additions and time and/or times for delivery and installation of the goods and services will be set out on the addendum and/or additional Order Acknowledgement.

4. PRICES:

4.1    All prices stated in any quotation provided by the Contractor shall be considered as an invitation to treat and shall not be open for acceptance by the Purchaser. The agreed price and goods and services to be provided will be as set out on the Contractor Order Acknowledgement. The Purchaser shall pay to the Contractor the amounts set out on the Contractor Order Acknowledgement or on any addendum and/or additional Order Acknowledgement. The Purchaser shall also pay to the Contractor any other amounts that the Contractor is entitled to be paid pursuant to the Contractor Order Acknowledgement, these Terms and Conditions or otherwise.

5. PAYMENT

5.1    The Purchaser shall pay for all goods and services as set out on the Contractor Order Acknowledgement. In the event that the Purchaser is provided with credit facilities, all payments will be due as set out on the Contractor Order Acknowledgement. The Contractor at its sole discretion reserves the right to suspend its contract obligations and/or refuse to supply the goods and services set out on the Contractor Order Acknowledgement if the Purchaser exceeds any credit limit or is late in making payment. The Contractor will not be liable to the Purchaser for any losses, costs or damages that the Purchaser may incur in the event that the Contractor suspends its contract obligations and/or refuses to supply the goods and services set out on the Contractor Order Acknowledgement. The Contractor is entitled to charge the Purchaser compound interest at 8% above the Bank of England base rate in respect of any late payment and the Purchaser is liable to pay any such interest as a debt due to the Contractor.
5.2    The Purchaser is not entitled to and shall not set off and/or withhold payment and/or abate any amount due pursuant to the Contract between the Contractor and Purchaser by reason of any claim, or dispute arising under or in connection with the Contract between the Contractor and Purchaser unless the Contractor agrees in writing to such set off, withholding or abatement or until any dispute, difference or claim is resolved pursuant to the dispute resolution procedures set out in these Terms and Conditions.
5.3    Unless stated otherwise in the Contractor Order Acknowledgement, all prices are exclusive of vat and as such all payments will be subject to vat at the appropriate rate.

6. DELIVERY

6.1    The Purchaser shall allow and accept delivery of all goods on the date or dates stated on the Contractor Order Acknowledgement. As soon as the goods are delivered the goods are at the sole risk of the Purchaser and as such the Purchaser should make any appropriate insurance provisions.
6.2    Upon delivery of the goods by the Contractor to the address and location stated on the Order Acknowledgement, the goods shall be immediately off loaded by the Contractor. In the event that the goods are not immediately allowed to be off loaded by the Contractor, the Contractor reserves its right to charge the Purchaser for any waiting time and/or any other additional costs incurred whatsoever. If the goods are not allowed to be off loaded by the Contractor and are returned to the premises of the Contractor, the Contractor reserves the right to charge the Purchaser and recover from the Purchaser as a debt due any additional costs incurred in the event that further deliveries are required.
6.3    If the Purchaser considers that any goods have been delivered in a damaged condition and/or short in quantity, the Purchaser shall endorse the delivery documents and clearly identify the goods that are damaged and/or short in quantity. If the Purchaser fails to endorse the delivery documents in the manner stated above, all goods shall be deemed to have been delivered in an acceptable condition and in the correct quantity. The Purchaser accepts and agrees to waive any entitlement it may have pursuant to these Terms and Conditions or otherwise if the Purchaser fails to endorse the delivery documents in the manner stated above.
6.4    If the Contractor is unable to deliver the goods by the date and/or dates stated on the Order Acknowledgement, the Contractor shall notify the Purchaser and confirm the revised delivery dates. The Contractor will not be liable for any costs, damages or the like that may be incurred by the Purchaser if the goods, due to circumstances outside of the direct control of the Contractor, are delivered later than the date and/or dates stated on the Order Acknowledgement.
6.5    Any goods set out on the Contractor Order Acknowledgement, which are on a “sales to arrive” basis, are subject to the safe arrival of such goods in the United Kingdom. The Contractor shall not be liable for non shipment, non delivery, damage or delay arising from circumstances outside of the direct control of the Contractor. In respect of such goods identified as “sales to arrive” any variation or increase in cost of war risk insurance, shipping, dock charges, taxes, levy, duty on imports and/or exports etc shall be for the account of the Purchaser and the Contractor shall be entitled to recover as a debt due from the Purchaser such variations and/or increases in costs, providing the Contractor has notified the Purchaser as to the variations and/or increases in costs.

7. RISK, RESERVATION OF TITLE AND COPYRIGHT:

7.1    The Purchaser agrees that prior to the payment of the entire price for the goods and services as set out on the Contractor Order Acknowledgement and any addendum and/or additional Contractor Order Acknowledgement, the legal title in the goods shall not pass to the Purchaser.  The Purchaser accepts and agrees that the Contractor shall be entitled to enter any premises that the Purchaser or Contractor is in occupation or to which the Purchaser has access or any other premises whatsoever where the goods may be and remove the goods. Prior to the payment of the entire price the Purchaser shall store the goods so that the goods may be identified as the property of the Contractor.
7.2    All designs, drawings and other technical information relating to the goods and the copyright and the intellectual property rights therein made or acquired by the Contractor shall remain the sole property of the Contractor and shall not be used by the Purchaser or any third party without the written agreement of the Contractor.

8. PURCHASER CLAIMS

8.1    Subject to any other provisions in these Terms and Conditions, notice of any claim by the Purchaser arising under or in connection with the Contract between the Purchaser and the Contractor, whether a defect or otherwise, must be given in writing within 7 days of occurrence. In the event that the Purchaser fails to provide such a notice, the Purchaser accepts and agrees to waive any entitlement it may have to make a claim pursuant to these Terms and Conditions or otherwise and that the Contractor is not liable for such claims.

9. LIMITATION OF LIABILITY

9.1    The Purchaser and the Contractor agree that, if for any reason whatsoever, any clause or any part of any clause contained within these Terms and Conditions is found to be unreasonable or unenforceable that the remaining Terms and Conditions are not affected and shall remain effective and binding upon the Purchaser and the Contractor.
9.2    The liability of the Contractor arising under or in connection with the Contract between the Purchaser and the Contractor, (in tort, contract or otherwise) shall not exceed the agreed price for the specific goods and services that the claim relates to. The Contractor shall not be liable for any consequential loss whatsoever.
9.3    The limitation of liability stated above shall not apply to death or personal injury resulting from the negligence of the Contractor.

10. RIGHTS OF SET OFF/DEBT DUE

10.1    The Contractor and the Purchaser are not entitled to and shall not cross contract set off.

11. DISPUTE RESOLUTION AND GOVERNING LAW

11.1    The Contract between the Purchaser and the Contractor shall be governed by English Law.
11.2    The Purchaser and the Contractor agree that any dispute and/or difference arising under the Contract between the Purchaser and the Contractor, in the first instance, shall be referred to adjudication pursuant to and using the procedures set out in the Scheme for Construction Contracts (England and Wales) Regulations 1998 or as amended.
11.3    In addition to the procedures referred to in 11.2 above, the Adjudicator will have power to decide whether the Contractor or Purchaser is liable for the overall costs of the adjudication including, the Contractor’s and Purchaser’s costs, the Adjudicator’s costs and any other costs.
11.4    The decision of the Adjudicator shall be binding on the Purchaser and the Contractor until such time that the dispute and/or difference is determined by agreement or by legal proceedings in the English Courts