1.1 in these Conditions:‑
(a) “Buyer” means the person whose order for the supply of the Goods is accepted by Simply Wood Design.
(b) “Goods” means the Goods (including any instalment of the Goods) which Simply Wood Design is to supply in accordance with the below Conditions.
(c) “Conditions” means the terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between Simply Wood Design and the Buyer.
(d) “Contract” means the contract for the purchase and sale of the Goods.
(e) “Writing” includes any email and comparable means of electronic or other communication.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2.1 These conditions shall apply to all contracts for the sale of Goods by Simply Wood Design to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may apply under any purchase order confirmation of order or similar document. All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.2 Acceptance of delivery of Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.3 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by Simply Wood Design.
3 - Basis of the Sale
3.1 The Company shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Company which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Company, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
3.2 Only Managers and Directors of the Company are authorised representatives.
3.3 Our employees or agents are not authorised to make any representations concerning the Goods unless confirmed by us in Writing. In entering into the Contract you acknowledge that you do not rely on, and waive any claim for breach of, any such representations which are not so confirmed.
3.4 Any advice or recommendation given by us or our employees or agents to you or your employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by us is followed or acted upon entirely at your own risk, and accordingly, we shall not be liable for any such advice or recommendation which is not so confirmed.
3.5 Any error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by us shall be subject to correction without any liability on our part.
3.6 Any manufacturer part numbers we provided are given as a reference only and no inference or implication beyond that of a useful reference tool should be taken nor is intended.
4.1 The price of the Goods shall (unless otherwise agreed in Writing) be Simply Wood Design's quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in Simply Wood Design’ published price list current at the date of acceptance of the order.
4.2 Simply Wood Design may by giving notice to the Buyer at any time before delivery increase the price of the Goods to reflect any increase in cost to Simply Wood Design due to any factor beyond the control of Simply Wood Design (such as foreign exchange fluctuation, currency regulation, alteration of duties or other cost which directly affects the cost to Simply Wood Design of supplying the Goods), or any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer.
4.3 Except as otherwise stated under the terms of any quotation of Simply Wood Design or unless otherwise agreed in Writing, all prices are given by Simply Wood Design on an ex-works basis, and where Simply Wood Design agrees to deliver the Goods otherwise than at Simply Wood Design’ premises, the Buyer shall be liable to pay Simply Wood Design’ charges for transport and insurance and any costs incurred by Simply Wood Design if, due to the absence of or inadequacy of persons to unload or take delivery of the Goods or for any other reason, Simply Wood Design shall be unable to effect delivery of the Goods.
4.4 The price is exclusive of VAT, (which shall be due at the rate ruling on the date of Invoice) and delivery charges.
4.5 The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided they are returned undamaged to Simply Wood Design before the due payment date.
5.1 Subject to any special terms agreed in Writing between Simply Wood Design and the Buyer:-
5.1.1 Simply Wood Design shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event Simply Wood Design shall be entitled to invoice the Buyer for the price at any time after Simply Wood Design has notified the Buyer that the Goods are ready for collection or (as the case maybe) Simply Wood Design has tendered delivery of the Goods.
5.1.2 The Buyer shall pay the price of the Goods without any deduction within Thirty (30) days of the date of Simply Wood Design’s invoice, and Simply Wood Design shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer.
5.2 Time for payment of the price shall be of the essence of the Contract
5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Simply Wood Design, Simply Wood Design shall be entitled to take any one or more of the following actions:‑
5.3.1 Suspend all or any other deliveries to be made under the Contract or any other contract with the Buyer (in which event the Buyer shall not in any respect be released from its obligations under the Contract or any other contract);
5.3.2 Cancel the Contract or any other contract with the Buyer and claim damages from the Buyer for breach of contract;
5.3.3 Charges the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of one and one half (1½) per calendar month or part of a month until payment in full is made, such interest to be calculated from the date of invoice.
6.1 Subject to any special terms agreed in Writing between Simply Wood Design and the Buyer, delivery of the Goods shall be made by Simply Wood Design at the Buyer’s premises (which unless notified by the Buyer to the contrary shall be deemed to be the Buyer’s correspondence address) or such other delivery address as may be agreed by Simply Wood Design in Writing.
6.2 Although Simply Wood Design will endeavour to keep any requested delivery dates, such dates or quoted delivery dates are approximate only and Simply Wood Design accepts no liability for any delay in delivery of the Goods however caused, and time for delivery shall not be of the essence of the Contract.
6.3 The Goods may be delivered by Simply Wood Design in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.4 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Simply Wood Design to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.5 If the Buyer fails to take delivery of the Goods or fails to give Simply Wood Design adequate delivery instructions at the time stated for delivery (otherwise than by reason or any cause beyond the Buyer’s reasonable control or by reason of Simply Wood Design’ fault) then, without prejudice to any other right or remedy available to Simply Wood Design, Simply Wood Design may;
6.5.1 Store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.5.2 Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
6.6 If upon delivery the Goods are found to be short or damaged, Simply Wood Design shall not be liable unless the Goods upon delivery are signed for as “not examined” or “incomplete” or words to such effect and the Buyer notifies Simply Wood Design in Writing within Three (3) days of such short or damaged delivery.
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery (or if the Buyer wrongfully fails to take delivery of the Goods at the time when Simply Wood Design has tendered delivery).
7.2 The Goods shall remain the property of Simply Wood Design and title shall not pass to the Buyer until Simply Wood Design has received in cash or cleared funds payment in full of the price of the Goods (plus VAT and any other relevant additional charges) and all other Goods agreed to be sold by Simply Wood Design to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as Simply Wood Design’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored protected and insured and identified as Simply Wood Design’ property, but shall be entitled to resell or use the Goods in the ordinary course of its business.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) Simply Wood Design shall be entitled at any time to require the Buyer to deliver up the Goods to Simply Wood Design and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
8.1 The Goods shall be supplied in accordance with the current edition of any product information leaflet brochure or catalogue issued by Simply Wood Design or the manufacturer of the Goods.
8.2 The Seller may from time to time make changes in the specification of the Goods which are required to comply with any applicable statutory or EC requirements or which do not materially affect the quality or fitness for the purpose of the Goods.
9.1 Subject to the conditions set out below and any express warranty given in Writing by Simply Wood Design in relation to particular Goods, Simply Wood Design warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of Three (3) months from delivery or the date of their initial use, whichever is the first to expire.
9.2 The above warranty is given by Simply Wood Design subject to the following conditions:‑
9.2.1 The Buyer shall inspect the Goods on delivery and shall within 3 days of delivery notify Simply Wood Design of any alleged defect, shortage in quantity, damage or failure to comply with the description or sample. The Buyer shall afford Simply Wood Design an opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the Contract and free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods;
9.2.2 If the Goods are not in accordance with the Contract for any reason, the Buyer’s sole remedy shall be limited to Simply Wood Design making good any defect or shortage by repairing or replacing such Goods or if Simply Wood Design shall elect by refunding a proportion of any part of the price;
9.2.3 Simply Wood Design shall be under no liability in respect of any defect arising from wear and tear, wilful damage or negligence, abnormal working conditions, failure to follow Simply Wood Design’, the manufacturer’s installation or other instructions, or misuse or alteration or repair of the Goods;
9.2.4 Simply Wood Design shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
9.2.5 The above warranty does not extend to parts, materials or equipment not manufactured by Simply Wood Design, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to Simply Wood Design.
9.3 The Seller shall be under no liability whatsoever to the Buyer for any indirect loss and or expense (including loss of profit) suffered by the Buyer arising out of a breach by Simply Wood Design of the Contract or any of these conditions.
9.4 In the event of any breach of the Contract or these conditions by Simply Wood Design the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of Simply Wood Design exceed the price of the Goods.
9.5 Except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties and conditions whether implied by statute or otherwise are excluded from the Contract and these Conditions provided that this shall not restrict or exclude liability for death or personal injury caused by the negligence of Simply Wood Design.
9.6 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
Simply Wood Design shall not be liable to the Buyer for any failure to perform or delay in performance of the Contract due directly or indirectly to any cause beyond Simply Wood Design’s reasonable control, including (but without limitation) war or civil disturbance, strikes or other labour difficulties or shortages, fire, floods, failure of power, failure or delay of Simply Wood Design, inability to operate or secure transportation or handling facilities, government acts or regulations, or acts of God.
Simply Wood Design shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer (and if Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary) in any of the following circumstances:‑
11.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
11.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
11.3 the Buyer ceases or threatens to cease, to carry on business; or
11.4 Simply Wood Design reasonably apprehends that any of the events may occur.
Without prejudice to its other rights and remedies at law, and its right to refuse to accept a purported cancellation of the Contract by the Buyer:‑
12.1 Simply Wood Design reserves the right to make such a charge as it considers reasonable in respect of any purported cancellation of the whole or part of any order by the Buyer.
12.2 Any cancellation accepted by Simply Wood Design will render the Buyer liable for the value of Goods manufactured or partially manufactured (including but not limited to the cost of all raw materials purchased) by Simply Wood Design whether or not despatched to the Buyer prior to receiving purported notice of cancellation and may result in an adjustment of the price for the quantity of Goods actually despatched to the Buyer.
12.3 No cancellation will be agreed where Goods are to be supplied to meet the special requirements of the Buyer.
13.1 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
13.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the other party giving the notice.
13.3 No waiver by Simply Wood Design of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.4 The Contract shall be governed by English law.
The following additional conditions shall be applicable to sales conducted through Simply Wood Design’s websites:-
14.1 By using Simply Wood Design’s website, placing an order for goods and/or registering as a member of the website the Buyer confirms its agreement to Simply Wood Design’s terms and conditions, including the Privacy Policy.
14.2 The copyright in the material contained in Simply Wood Design’s website and any trademarks and brands included in that material belongs to Simply Wood Design or its licensors.
14.3 The Buyer may download or copy the content and other downloadable items displayed on the website subject to the condition that the material may only be used for personal non-commercial purposes. Copying or storing the contents of the website for other than personal use is expressly prohibited.
14.4 Simply Wood Design will attempt to ensure that the information available on the website at any time is accurate. However, Simply Wood Design will not be held liable for any errors or omissions. Simply Wood Design will use all reasonable endeavours to correct errors and omissions as quickly as practicable after becoming aware or being notified of these.
14.5. All drawings, descriptive matter and specifications of the goods on the website are for the sole purpose of giving an approximate description of the Goods.
14.6. Simply Wood Design may also change, suspend or discontinue any aspect of the website, including the availability of any features, information, database or content or restrict access to parts or all of the website without notice or liability.
14.7 Simply Wood Design may from time to time change, alter, adapt, add or remove portions of these terms and conditions but if they do so they will post any such changes on the website.
14.8 English law will apply to this Agreement, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.
