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Terms and Conditions

  1. Definitions
    1.1       “Woodflooring Engineered Ltd” means Woodflooring Engineered Ltd T/A Woodflooring Engineered Ltd. Company Registration Number: 08360975 V.A.T. Registration Number: 154363710 . Company registered Address: 22 Wessex Park, Bancombe Trading Estate, Somerton, Somerset, TA116SB.
    1.2       “Customer” means the person/s buying the Goods as specified in any invoice, document or order, and if there is more than one Customer is a reference to each Customer jointly and severally.
    1.3       “Goods” means all Goods or services supplied by Woodflooring Engineered Ltd to the Customer at the Customer’s request from time to time (where the context so permits the terms ‘Goods’ or ‘services’ shall be interchangeable for the other).
    1.5       “Price” means the Price payable for the Goods as agreed between Woodflooring Engineered Ltd and the Customer in accordance with clause 4 below. 
    2.          Acceptance
    2.1       The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts delivery of the Goods.
    2.2       These terms and conditions may only be amended with Woodflooring Engineered Ltd’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Customer and Woodflooring Engineered Ltd, including, for clarity, any terms and conditions attached to any purchase order of the Customer.
    2.3       These terms and conditions are meant to be read in conjunction with the Terms and Conditions posted on Woodflooring Engineered Ltd’s website. If there are any inconsistencies between the two documents then the terms and conditions contained in this document shall prevail.
    2.4       Woodflooring Engineered Ltd retains the right to change specifications without notice in accordance with its policy of continued product development.
    2.5       The Customer accepts and acknowledges that supply of certain species of timber may be restricted from time to time due to lack of resource and circumstances beyond Woodflooring Engineered Ltd’s control.
    2.6       The Customer accepts that it shall be the sole responsibility of the Customer (or the Customer’s agent) to ascertain prior to placement of any order with Woodflooring Engineered Ltd any specific standards, requirements or ratings (e.g. Fire and Slip ratings) that any Goods to be supplied by Woodflooring Engineered Ltd are expected to comply with (particularly in respect of any application that the Goods are to be used for, or any specific end result that the Customer expects the Goods to achieve), and must advise Woodflooring Engineered Ltd of the same (in writing) when placing any order. Under no circumstances whatsoever will any liability be accepted by Woodflooring Engineered Ltd should Goods supplied subsequently prove to be unsuitable for the end result that the Customer is trying to achieve or does not meet any standard or rating that the Customer is required to comply with, except where it can be clearly determined that the Goods supplied did not meet the Customer’s requirements as were specified in the Customer’s order.
    3.          Change in Control
    3.1       The Customer shall give Woodflooring Engineered Ltd not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address, contact phone or fax number/s, or business practice). The Customer shall be liable for any loss incurred by Woodflooring Engineered Ltd as a result of the Customer’s failure to comply with this clause.
    4.          Price and Payment
    4.1       At Woodflooring Engineered Ltd’s sole discretion the Price shall be either:
    (a)  as indicated on any invoice provided by Woodflooring Engineered Ltd to the Customer; or
    (b)  the Price as at the date of delivery of the Goods according to Woodflooring Engineered Ltd’s current price list; or
    (c)  Woodflooring Engineered Ltd’s quoted price (subject to clause 4.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
    4.2   Woodflooring Engineered Ltd reserves the right to change the Price if a variation to Woodflooring Engineered Ltd quotation is requested. Any variation from the specifications (including, but not limited to, any variation as a result of overseas transactions that may increase as a consequence of variations in foreign currency rates of exchange and/or international freight and insurance charges, inaccurate measurements provided by the Customer or as a result of increases to Woodflooring Engineered Ltd in the cost of Goods and labour) shall allow Woodflooring Engineered Ltd the right to halt all Services until such time as Woodflooring Engineered Ltd and the Customer agree to changes to the plans and/or specifications as outlined in the quotation to incorporate such variances. The variances once approved shall be detailed in writing and charged for on the basis of Woodflooring Engineered Ltd’s quotation and will be shown as variations on the invoice. Payment for all variations must be made in full at their time of completion.
    4.3 At Woodflooring Engineered Ltd’s sole discretion a non-refundable deposit may be required.
    4.4 Time for payment for the Goods being of the essence, the Price will be payable by the Customer on the date/s determined by Woodflooring Engineered Ltd, which may be:
    (a)  thirty (30) days following the date of the invoice;
    (b)  the date specified on any invoice or other form as being the date for payment; or
    (c)  failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by Woodflooring Engineered Ltd.
    4.5       Payment may be made by cash, cheque, bank cheque, electronic/on-line banking.
    5.          Delivery of Goods
    5.1       Subject to clause 5.2 it is Woodflooring Engineered Ltd’s responsibility to ensure that the services commence as soon as it is reasonably possible after order acceptance.
    5.2       The services commencement date will be put back and the building period extended by whatever time is reasonable in the event that Woodflooring Engineered Ltd claims an extension of time (by giving the Customer written notice) where completion is delayed by an event beyond Woodflooring Engineered Ltd’s control including but not limited to any failure by the Customer to:
    (a)  make a selection; or
    (b)  have the site ready for installation.
    5.3  Delivery (“Delivery”) of the Goods is taken to occur at the time that:
    (a)  the Customer or the Customer’s nominated carrier takes possession of the Goods at Woodflooring Engineered Ltd’s address; or
    (b)  Woodflooring Engineered Ltd (or Woodflooring Engineered Ltd’s nominated carrier) delivers the Goods to the Customer’s nominated address even if the Customer is not present at the address.
    5.4   The cost of delivery is in addition to the Price.
    5.5   The Customer must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged then Woodflooring Engineered Ltd shall be entitled to charge a reasonable fee for redelivery and/or storage.
    5.6       Any time or date given by Woodflooring Engineered Ltd to the Customer is an estimate only. The Customer must still accept delivery of the Goods even if late and Woodflooring Engineered Ltd will not be liable for any loss or damage incurred by the Customer as a result of the delivery being late.
    6.         Risk
    6.1       Risk of damage to or loss of the Goods passes to the Customer on Delivery and the Customer should insure the Goods on or before Delivery.
    6.2       If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, Woodflooring Engineered Ltd is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Woodflooring Engineered Ltd is sufficient evidence of Woodflooring Engineered Ltd’s rights to receive the insurance proceeds without the need for any person dealing with Woodflooring Engineered Ltd to make further enquiries.
    6.3       If the Customer requests Woodflooring Engineered Ltd to leave Goods outside Woodflooring Engineered Ltd’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Customer’s sole risk.
    6.4       The Customer acknowledges and accepts that:
    (a)  Goods supplied may:
    (i)   exhibit variations in shade, colour, texture, surface, finish, markings and may contain natural fissures, occlusions, lines, indentations and may fade or change colour over time; and
    (ii) mark or stain if exposed to certain substances; and
    (iii) (a) coatings may reject Polyurethane with some chemical substances or even natural resins in timber.  Any subsequent recoats necessary to rectify this occurrence may be charged for; and
    (f)   movement between boards may stretch polyurethane and cause an opaque line;
    (g)  gaps between boards may cause ‘quilting’; and
    (h)  swirling marks from rotary equipment is a normal part of the sanding process and can be visible under certain lighting; and
    (i)   cupping of timber can occur after sanding and polishing due to moisture levels in timber; and
    (j)   edge bonding is a consequence of timber shrinkage and the boards been stuck together with the polyurethane and is not a result of the services provided by Woodflooring Engineered Ltd.
    6.5 Woodflooring is a hydroscopic material subject to expansion and contraction, therefore, Woodflooring Engineered Ltd will accept no responsibility for gaps that may appear in the flooring during prolonged dry periods or swelling and/or cupping caused by moisture and periods of high humidity.
    6.6 Woodflooring Engineered Ltd shall not be liable for any damage or inconsistencies in the floor boards caused by air-conditioning, air flow, sun exposure, and dust in the air, heating or large expanses of glass windows without curtains or blinds, or any other site conditions that affect the completed condition of the floors.
    6.7 Whilst Woodflooring Engineered Ltd will take all due care to avoid contamination of the finished surface, Woodflooring Engineered Ltd accepts no responsibility for contamination by natural contaminates such as dust or hair which may be present at the worksite.
    6.8 Woodflooring Engineered Ltd will only inspect or view a timber floor from a standing position, as this is generally how you will be living on it. Minor marks or slight imperfections in the floor finish that can only be viewed from a crouching or kneeling position will not be considered defects.
     
    7.          Customers Responsibilities 
    8.          Customers Disclaimer
    8.1       The Customer hereby disclaims any right to rescind, or cancel the contract or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to him by any servant or agent of Woodflooring Engineered Ltd and the Customer acknowledges that he buys the Goods relying solely upon his own skill and judgement and that Woodflooring Engineered Ltd shall not be bound by nor responsible for any term, condition, representation or warranty other than the warranty given by the Manufacturer which warranty shall be personal to the Customer and shall not be transferable to any subsequent Customer.
     
     
    10.       Title
    10.1    Woodflooring Engineered Ltd and the Customer agree that ownership of the Goods shall not pass until:
    (a)  the Customer has paid Woodflooring Engineered Ltd all amounts owing to Woodflooring Engineered Ltd; and
    (b)  the Customer has met all of its other obligations to Woodflooring Engineered Ltd.
    10.2    Receipt by Woodflooring Engineered Ltd of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.
    10.3    It is further agreed that:
    (a)  until ownership of the Goods passes to the Customer in accordance with clause 10.1 that the Customer is only a bailee of the Goods and must return the Goods to Woodflooring Engineered Ltd on request.
    (b)  the Customer holds the benefit of the Customer’s insurance of the Goods on trust for Woodflooring Engineered Ltd and must pay to Woodflooring Engineered Ltd the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
    (c)  the Customer irrevocably authorises Woodflooring Engineered Ltd to enter any premises where Woodflooring Engineered Ltd believes the Goods are kept and recover possession of the Goods.
    (f)   Woodflooring Engineered Ltd may recover possession of any Goods in transit whether or not delivery has occurred.
    (g)  the Customer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of Woodflooring Engineered Ltd.
    (h)  Woodflooring Engineered Ltd may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.
     
    12.       Security and Charge
    12.1    In consideration of Woodflooring Engineered Ltd agreeing to supply the Goods, the Customer and/or the Guarantor charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer and/or the Guarantor either now or in the future, to secure the performance by the Customer and/or the Guarantor of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
    12.2    The Customer and/or the Guarantor indemnifies Woodflooring Engineered Ltd from and against all Woodflooring Engineered Ltd’s costs and disbursements including Woodflooring Engineered Ltd’s rights under this clause.
     
    13.       Defects and Returns
    13.1    The Customer must inspect the Goods on delivery and must within seven (7) days of delivery notify Woodflooring Engineered Ltd in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Customer must notify any other alleged defect in the Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification the Customer must allow Woodflooring Engineered Ltd to inspect the Goods.

    13.2  Woodflooring Engineered Ltd makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Goods. Woodflooring Engineered Ltd’s liability in respect of these warranties is limited to the fullest extent permitted by law.

    13.3    Subject to this clause 13, returns will only be accepted provided that:
    (a)  the Customer has complied with the provisions of clause 13.1; and
    (b)  Woodflooring Engineered Ltd has agreed that the Goods are defective; and
    (c)  the Goods are returned within a reasonable time at the Customer’s cost (if that cost is not significant); and
    (d)  the Goods are returned in as close a condition to that in which they were delivered as is possible.
    13.4    Notwithstanding clauses 13.1 to 13.3 Woodflooring Engineered Ltd shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:
    (a)  the Customer failing to properly maintain or store any Goods;
    (b)  the Customer using the Goods for any purpose other than that for which they were designed;
    (c)  the Customer continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably prudent operator or user;
    (d)  the Customer failing to follow any instructions or guidelines provided by Woodflooring Engineered Ltd;
    (e)  fair wear and tear, any accident, or act of God.
    13.5 Woodflooring Engineered Ltd may in its absolute discretion accept non-defective Goods for return in which case Woodflooring Engineered Ltd may require the Customer to pay handling fees of up to twenty percent (20%) of the value of the returned Goods plus any freight costs.
    13.11 Notwithstanding anything contained in this clause if Woodflooring Engineered Ltd is required by a law to accept a return then Woodflooring Engineered Ltd will only accept a return on the conditions imposed by that law.
     
    14.      Default and Consequences of Default
    14.1    Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Woodflooring Engineered Ltd’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
    14.2    If the Customer owes Woodflooring Engineered Ltd any money the Customer shall indemnify Woodflooring Engineered Ltd from and against all costs and disbursements incurred by Woodflooring Engineered Ltd in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Woodflooring Engineered Ltd’s collection agency costs, and bank dishonour fees).
    15.   Without prejudice to any other remedies Woodflooring Engineered Ltd may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions Woodflooring Engineered Ltd may suspend or terminate the supply of Goods to the Customer. Woodflooring Engineered Ltd will not be liable to the Customer for any loss or damage the Customer suffers because Woodflooring Engineered Ltd has exercised its rights under this clause.
    15.1  Without prejudice to Woodflooring Engineered Ltd other remedies at law Woodflooring Engineered Ltd shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to Woodflooring Engineered Ltd shall, whether or not due for payment, become immediately payable if:
    (a)  any money payable to Woodflooring Engineered Ltd becomes overdue, or in Woodflooring Engineered Ltd’s opinion the Customer will be unable to make a payment when it falls due;
    (b)  the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
    (c)  a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
     
    16.       Compliance with Laws
    16.1    The Customer and Woodflooring Engineered Ltd shall comply with the provisions of all statutes, regulations and by laws of government, local and other public authorities that may be applicable.
    16.2    The Customer shall obtain (at the expense of the Customer) all licenses and approvals that may be required for the works.
    16.3    The Customer agrees that the site will comply with any occupational health and safety laws relating to building/construction sites and any other relevant safety standards or legislation.
     
    17.       Cancellation
    17.1    Woodflooring Engineered Ltd may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Customer. On giving such notice Woodflooring Engineered Ltd shall repay to the Customer any money paid by the Customer for the Goods. Woodflooring Engineered Ltd shall not be liable for any loss or damage whatsoever arising from such cancellation.
    17.2    In the event that the Customer cancels delivery of Goods the Customer shall be liable for any and all loss incurred (whether direct or indirect) by Woodflooring Engineered Ltd as a direct result of the cancellation (including, but not limited to, any loss of profits).
    17.3    Cancellation of orders for Goods made to the Customer’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed. 
    18.       Unpaid Rights
    19.1    Where the Customer has left any item with Woodflooring Engineered Ltd for repair, modification, exchange or for Woodflooring Engineered Ltd to perform any other service in relation to the item and Woodflooring Engineered Ltd has not received or been tendered the whole of any moneys owing to it by the Customer, Woodflooring Engineered Ltd shall have, until all moneys owing to Woodflooring Engineered Ltd are paid:
    (a)  a lien on the item; and
    (b)  the right to retain or sell the item, such sale to be undertaken in accordance with any legislation applicable to the sale or disposal of uncollected goods.
    19.2    The lien of Woodflooring Engineered Ltd shall continue despite the commencement of proceedings, or judgment for any moneys owing to Woodflooring Engineered Ltd having been obtained against the Customer.
     
    20.       General
    20.1    The failure by Woodflooring Engineered Ltd to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Woodflooring Engineered Ltd’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
    21.2    These terms and conditions and any contract to which they apply shall be governed by UK Law.

21.3    Subject to clause 13 Woodflooring Engineered Ltd shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by Woodflooring Engineered Ltd of these terms and conditions (alternatively Woodflooring Engineered Ltd ‘s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
21.4    The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by Woodflooring Engineered Ltd nor to withhold payment of any invoice because part of that invoice is in dispute.
21.5    Woodflooring Engineered Ltd may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.
21.6    The Customer agrees that Woodflooring Engineered Ltd may amend these terms and conditions at any time. If Woodflooring Engineered Ltd makes a change to these terms and conditions, then that change will take effect from the date on which Woodflooring Engineered Ltd notifies the Customer of such change. The Customer will be taken to have accepted such changes if the Customer makes a further request for Woodflooring Engineered Ltd to provide Goods to the Customer.
21.7    Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
21.8    The Customer warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this agreement creates binding and valid legal obligations on it.

 

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Woodflooring Engineered Ltd

The Old Basket Works

Lyng Road

Burrow Bridge

Somerset

TA7 0SG

01823 698533

Email: Sales@woodflooringengineered.co.uk