TERMS AND CONDITIONS OF CONTRACT
The customer’s attention is drawn in particular to the provisions of clause 9.
1 Definitions used in these terms
1.1 The definitions in this clause apply to these terms and conditions:
a) “Deposit”: a deposit of 25% of the total price of the Order (or such other figure as is agreed between us).
b) “Goods”: the products that we are selling to you (or any part of them) as set out in the Order.
c) “Maintenance Manual”: the maintenance manual for the Goods, a copy of which will be provided to you on completion of installation of the Goods or on request.
d) “Order”: your order for the Goods as set out in the purchase order form or your written acceptance of our quotation, as the case may be.
e) “Specification”: the specification for the Goods, including any related plans and drawings, that is agreed in writing between us, subject to any qualification or representation contained in our brochures, advertisements or other documents.
2 Our contract with you
2.1 These are the terms and conditions on which we supply the Goods to you. Please ensure that you read these terms carefully, and check that the details on the Order and in these terms are complete and accurate, before you sign and submit the Order. If you think that there is a mistake, please contact us to discuss, and please make sure that you ask us to confirm any changes in writing to avoid any confusion between you and us.
2.2 We consider that these terms and any special terms set out on the Order constitute the whole agreement between you and us. Any variation of the terms must be agreed between us in writing.
2.3 Any samples, drawings, or advertising we issue, and any illustrations contained in our catalogues or brochures, are produced solely to provide you with an approximate idea of the Goods they describe.
2.4 If any of these terms are inconsistent with any term of the Order, the Order shall prevail.
2.5 The Order is an offer by you to enter into a binding contract, which we are free to accept or decline at our absolute discretion.
2.6 These terms shall become binding on you and us when we issue you with an Order Confirmation Form in respect of the Order, at which point a contract shall come into existence between us.
2.7 Any quotation for the Goods is given on the basis that a binding contract shall only come into existence in accordance with clause 2.6. A quotation shall be valid for a period of 3 months from its date of issue, unless we notify you in writing that we have amended or withdrawn it during this period, or a different period has been agreed between us.
2.8 We shall assign an order number or order reference to the Order and inform you of it. Please quote the order number or reference in all subsequent correspondence with us relating to the Order.
2.9 You may within 7 working days of placing an Order amend or cancel an Order by notifying us in writing. If you amend or cancel an Order, your liability to us shall be limited to payment to us of the costs we reasonably incur in fulfilling the Order until we receive notice of your amendment or cancellation.
2.10 As the Goods are bespoke goods which often cannot be resold, in the event that you cancel an Order, we have the right to retain the Deposit in full to cover our costs incurred, and if at the point of your cancellation our costs incurred have exceeded the Deposit, you shall be liable for any excess, which shall be payable within 7 working days of receipt from us of notice in writing of the amount due to us. However, where the amendment or cancellation of the Order results from our failure to comply with these terms you shall have no liability to us for it.
2.11 As the Goods are bespoke goods which are handmade according to your requirements, the images of our products on our website or in our brochures or catalogues are for illustrative purposes only. Although we have made every effort to display our colour ranges accurately, we cannot guarantee that our website and brochures will accurately reflect the colour of the Goods. Your Goods may vary slightly from those images, because they are handmade and bespoke, and all sizes, weights, capacities, dimensions and measurements indicated in our brochures and catalogues or on our website are representative only, and the exact specifications of your Order can be clarified on request.
3 The Goods
3.1 We warrant that on delivery and for the duration of the relevant warranty period set out in clause 3.2 the Goods shall:
a) conform in all material respects with their description as set out in the Specification (subject to any qualification or representation contained in our brochures, advertisements or any other documents);
b) be of satisfactory quality;
c) be fit for any purpose we say the Goods are fit for or for any reasonable purpose for which you use the Goods (and if you are unsure as to whether the Goods are suitable for your intended purpose please discuss this with us when making your Order);
d) be free from material defects in design, material and workmanship; and
e) comply with all applicable statutory and regulatory requirements.
3.2 The relevant warranty period for the Goods is 10 years from completion of delivery unless otherwise stated. For all electrical and plumbing products comprised or installed in the Goods, the relevant warranty period is 1 year from completion of delivery.
3.3 These warranties are in addition to your legal rights in relation to Goods which are faulty or which otherwise do not conform to these terms. Advice about your legal rights is available from your local Citizens’ Advice Bureau or trading standards office.
3.4 These warranties do not apply:
a) to any defect in the Goods arising from fair wear and tear (including but not limited to storm damage), wilful damage, accident, negligence by you or any third party or where such defect is caused by defects in the groundworks and base which support the Goods (except where we have agreed that we or one of our approved installers shall be responsible for providing the groundworks and base);
b) if you use the Goods in a way that we do not recommend;
c) if you fail to follow our instructions on the maintenance of the Goods as set out in our Maintenance Manual;
d) if you do not notify us of any warranty claim within a reasonable time of discovering the fault or damage;
e) if you do not allow us to inspect the Goods to view the fault; and
f) to any alteration or repair you carry out without our prior written approval (except where the alteration or repair is carried out in accordance with the Maintenance Manual).
3.5 The Goods are constructed from timber which is a natural organic material and which may move, split, shrink or leach and on which knot stains may naturally occur over time. Consequently, these warranties do not apply to any such natural movement in the timber except where this has been caused by our breach of these conditions or by our negligence.
3.6 These terms apply to any repaired or replacement Goods we supply to you in the unlikely event that the original Goods are faulty or do not otherwise conform with these terms.
4 if the goods are faulty
4.1 In the unlikely event that the Goods do not conform with these terms, please let us know as soon as possible after delivery. We will visit your premises to inspect the Goods on a date agreed between us and once we have checked that the Goods are faulty, we will:
a) repair the Goods;
b) if repair is not possible, replace the Goods (or the defective part of the Goods); or
c) if repair or replacement is not possible, provide you with a full or partial refund.
5 Delivery of the goods
5.1 We will take reasonable steps to agree with you in advance of delivery a mutually convenient date and time for delivery of the Goods.
5.2 It is your responsibility to ensure that the delivery site is connected to adopted highways and roads and is reasonably accessible by vehicles (including long wheel base panel vans). We shall not be liable for any failure to deliver the Goods where the delivery site is inaccessible, but in such circumstances we will use our reasonable endeavours to agree with you an alternative delivery site for the Goods.
5.3 Delivery of the Order shall be completed when we deliver and install the Goods to you.
5.4 We will take reasonable steps to meet the delivery date (whether set out on the Order or as otherwise agreed between us in writing). However, occasionally delivery may be affected by factors beyond our control and so cannot be guaranteed. We will let you know if we become aware of an unexpected delay and will arrange a new delivery date with you.
5.5 If you fail to take delivery of an Order on the pre-agreed mutually convenient delivery date then, except where this failure is caused by our failure to comply with these terms or by an event beyond your control, we will store the Goods until delivery takes place and may charge you a reasonable sum to cover expenses, and we shall have no liability to you for late delivery.
5.6 If you have not taken delivery of the Goods within 30 working days of our notifying you that they are ready, we may, after giving you reasonable prior notice in writing, resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, pay you for any excess over the price of the Goods or charge you for any shortfall below their price.
5.7 If we are not able to deliver the whole of the Order at one time due to operational reasons or shortage of stock, we will deliver the order in instalments. We will not charge you extra delivery costs for this. If you ask us to deliver the Order in instalments, we may charge you extra delivery costs. Each instalment shall constitute a separate contract. If we are late delivering an instalment or one instalment is faulty, that will not entitle you to cancel any other instalment.
6.1 Unless we have agreed that we or one of our approved installers will provide the groundworks required for the installation of the Goods, it will be your responsibility to ensure that all groundworks have been completed (and if necessary, a base installed at the delivery site) to a satisfactory quality so that the delivery site is fit and adequate for the installation of the Goods by the agreed delivery date.
6.2 If the groundworks and base have not been completed in time for delivery or if they are defective or not of a satisfactory quality (in our reasonable opinion), we may charge you a reasonable sum to cover any expenses incurred by us in rectifying the groundworks and base, together with any loss caused by a delay in delivering the Goods (except where this is caused by our breach of these conditions or our negligence).
7 ownership of and responsibility for the goods
7.1 The Goods will be your responsibility from the time of that delivery and installation commences and you will bear the risk of any loss, damage, destruction or theft of the Goods except where it is caused by our breach of these terms or our negligence.
7.2 Ownership of the Goods will only pass to you when we receive payment in full of all sums due for the Goods, including delivery charges. Until that time, it is your responsibility to:
a) hold the Goods on a fiduciary basis on our behalf;
b) store the Goods in such a way that they remain readily identifiable as our property;
c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and
d) maintain the Goods in satisfactory condition.
7.3 If you do not pay us in full for the Goods in accordance with clause 8 below, then, without limiting any other rights or remedies that we may have, we may recover the Goods from the delivery site and you grant us a licence to enter the delivery site in order to do so.
8 Price and payment for the goods
8.1 The price of the Goods will be as set out in the Order. Prices are liable to change at any time, but price changes will not affect Orders that we have confirmed in writing.
8.2 Our prices include VAT. However, if the rate of VAT changes between the date of the Order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in the rate of VAT takes effect.
8.3 The price of the Goods includes delivery costs to any location situated in mainland England and Wales (excluding Cornwall) which is connected to adopted highways and roads. For deliveries outside mainland England and Wales (for example, to the Scottish Highlands or Cornwall), we have the right to charge you additional costs of delivery, which will be added to the total amount due.
8.4 Payment for all Goods must be made by cheque payable to Wentworth Garden Rooms Limited or by bank transfer in the following instalments unless otherwise stated on the Order or agreed between us:
a) payment of the Deposit is to be made when submitting the Order to us;
b) payment of 60% of the purchase price is to be made within 5 working days of the date when we notify you that the Goods are ready or at least 5 working days before the agreed delivery date, whichever is the earlier; and
c) payment of the outstanding balance is to be made on completion of delivery and installation.
8.5 If you do not make any payment due to us by the due date for payment as set out in clause 8.4, we may charge interest to you on the overdue amount at the rate of 4% a year above the base rate of HSBC Bank plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with the overdue amount.
8.6 Without limiting any other remedies or rights that we may have, if you do not pay us on time, we may cancel or suspend any outstanding part of the Order until you have paid the outstanding amounts.
8.7 Clause 8.5 and clause 8.6 shall not apply for the period of the dispute if you dispute the payment owing in good faith and let us know promptly that you dispute it.
9 Our liability to you
9.1 If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into this contract.
9.2 When we have completed the installation and delivery of the Goods, we will make good any damage to your property caused by us in the course of installation. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover in the course of installation by us.
9.3 We only supply the Goods for domestic and private use. You agree not to use the Goods for any commercial, business or re-sale purpose, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. If you intend to use the Goods for a commercial or business purpose please discuss this with us before submitting your Order.
9.4 We do not exclude or limit in any way our liability for:
a) death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;
b) fraud or fraudulent misrepresentation;
c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
d) breach of the terms implied by sections 13, 14 and 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and
e) defective products under the Consumer Protection Act 1987.
10 Your obligations to us
You are responsible for obtaining all necessary consents, licences and permissions required for the installation of the Goods (including but not limited to planning permission) and we will not be liable for any failure by you to obtain any consents which are required for the installation of the Goods at the delivery site. We are under no obligation to enquire as to whether or not you have obtained all necessary consents for the installation of the Goods.
11 Events outside our control
11.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these terms that is caused by events outside our reasonable control (each a “Force Majeure Event”).
11.2 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport, impossibility of the use of public or private telecommunications networks, the acts, decrees, legislation, regulations or restrictions of any government and/or pandemic or epidemic.
11.3 Our obligations under these terms are suspended for the period that the Force Majeure Event continues, and we will have an extension of time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these terms can be performed despite the Force Majeure Event.
12 Transfer of rights and obligations
We may transfer our rights and obligations under these terms to another organisation, and we will always notify you in writing if this happens, but this will not affect your rights or our obligations under these terms. You may transfer the benefit of the warranties in clause 3 to any purchaser of your property. You may only transfer your other rights or your obligations under these terms to another person if we agree in writing.
13 how you should contact us
If you wish to contact us in writing, or if any clause in these terms requires you to give us notice in writing (for example, to cancel the contract), you can send this to us by e-mail to email@example.com, by hand or by pre-paid post to Wentworth Garden Rooms Limited, 9 Percy Business Park, Rounds Green Road, Oldbury, B69 2RD or by fax to 0121 2702366. If we have to contact you or give you notice in writing, we will do so by e-mail, by hand, or by pre-paid post to the address you provide to us in the Order.
14 HOW WE MAY USE YOUR PERSONAL INFORMATION
We will use the personal information you provide to us to provide the Goods, process your payment for the Goods and inform you about similar products or services that we provide (but you may stop receiving these communications at any time by contacting us). We will not give your personal data to any third party without your consent.
15.1 References to “in writing” in these terms includes faxes and email.
15.2 We have the right to revise and amend these terms from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities. You will be subject to the policies and terms in force at the time that you order the Goods from us, unless any change to those policies or these terms is required by law or government or regulatory authority (in which case, it will apply to orders you have previously placed that we have not yet fulfilled).
15.3 Each of the clauses of these terms operates separately. If any court or relevant authority decides that any of the clauses of these terms are invalid, unlawful or unenforceable, the remaining clauses remain in full force and effect to the fullest extent permitted by law.
15.4 If we fail, at any time while these terms are in force, to insist that you perform any of your obligations under these terms, or if we do not exercise any of our rights or remedies under these terms, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.
15.5 A person who is not party to these terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
15.6 These terms shall be governed by English law and we both agree to the exclusive jurisdiction of the courts in England and Wales. We do not accept orders from addresses outside mainland Britain unless otherwise agreed.