Terms and Conditions
Standard Terms and Conditions of Supply
TERMS AND CONDITIONS OF SUPPLY
1. Interpretation
“Contract” means the Contract for the supply of the Goods including letters, quotation, invoices and
other documentation to which these Terms are annexed and which at all times is subject to these Terms.
“Customer” means any person entering into a Contract with the Supplier whether written or oral for the
supply of Goods.
“Delivery Address” means the address stated on the Contract.
“Goods” means the goods described in the Contract
“Price” means the price for the Goods excluding Value Added Tax.
“Specification” includes any plans, drawings, data or other information relating to the Goods.
“Supplier” means WOODHOUSE STABLES LTD
“Terms” means the standard terms and conditions of supply set out in this document and (unless the context otherwise requires) includes any
special terms and conditions agreed in writing between the Supplier and Customer.
“Writing” includes telex, cable, facsimile and E.Mail transmission and comparable means of communication.
2. Entire Agreement
2.1 These Terms form the whole agreement between the Supplier and the Customer and shall not be removed or varied in any way. No other express terms, written
or oral, shall be incorporated into the Contact. No agent of the Supplier shall have any authority to remove or vary any of these terms or introduce any other
terms written or oral into the Contract or to make any representation, agree any condition, precedent or enter into any collateral Contact.
2.2 These Terms exclude any other terms and conditions inconsistent therewith which the Customer might seek to impose even though such terms and conditions may
be submitted in a later document and /or purport to exclude or supersede any terms or conditions inconsistent to them or may be contained in any offer acceptance
or counter offer made by the Customer.
- No order shall be binding on the Supplier unless or until accepted by the Supplier in writing. The Supplier reserves the right to accept or reject any order.
- In placing an order with the company, either written or oral, you agree to these terms and conditions in whole.
3. Prices and Quotation
3.1 All prices, estimates and quotations accepted by the Customer are subject to revision where at any time before the delivery of the Goods there-
3.1.1; is an increase in the cost of raw materials or labour or,
3.1.2; circumstances arise before delivery which make revision necessary.
3.2 All quotations for Goods are for delivery ex works. Where delivery is to a Delivery Address carriage is charged additionally to the Customer at cost.
4. Payment
4.1 All sums become payable 10 days prior to delivery, or as per our Sales Contract. All sums shall be paid as our terms above, and time for payment is to be of the
essence.
4.2 The Supplier reserves the right to render interim invoices as the Contracts progresses and to require payment for the same before continuing with the Contract.
4.3 All goods remain the property of the Seller until payment in full. Title to the goods comprised in the Order shall not pass until the Customer has paid the full price to the Seller, but, even though title has not passed, the Seller shall be entitled to sue for their price once its payment has become due.
4.4 In the event of the balance of the Purchase Price not being paid immediately upon completion of the delivery and erection of the goods the Seller shall be entitled without further notice to dismantle and remove the goods within 365 days of the completion of erection and delivery and place the same into storage in accordance with Condition 17 below. The Customer hereby authorises the Seller and its agents to gain access to the Site for the purpose of dismantling and removing the goods. The buyer may not remove this right of access.
4.5 Should clause 4.4 be actioned the full cost of dismantling and removal of the good will be the responsibility of the customer at the rates in 18.1 and 18.2
4.6 Where the contract is for supply only, In the event of the balance of the Purchase Price not being paid immediately upon completion of the delivery the goods the Seller shall be entitled without further notice to dismantle and remove the goods within 365 days of the completion of delivery and place the same into storage in accordance with Condition 17 below. The Customer hereby authorises the Seller and its agents to gain access to the Site for the purpose of dismantling and removing the goods. The buyer may not remove this right of access.
4.7 Should clause 4.6 be actioned the full cost of dismantling and removal of the good will be the responsibility of the customer at the rates in 18.1 and 18.2
5. Interest
5.1 If any payment owing to the Supplier is not paid by the due date the Supplier may charge interest on a day to day basis from the original due date at the rate of 4%
over the Barclays Bank plc base rate in force from time to time.
Security
6.1
The Supplier reserves the right to demand security for payment at any time before continuing with or delivering any order.
7. Risk
7.1 Risk in the Goods shall pass to the Customer when the goods are delivered to or collected by the Customer or its agent.
7.2 Not with standing risk in the Goods passing in accordance with the preceding clause hereof title in the Goods shall not pass to
the Customer until payment is received by the Supplier for the Goods and no other amount then being outstanding from the Customer to the Supplier in respect of
other Goods supplied by the Supplier.
7.3 Before title has passed to the Customer under the terms of the preceding clause and without prejudice to any of its other rights the Supplier shall have the right to
recover or resell the Goods or any of them and may enter upon the Customers premises by its servants or agents for the purpose.
7.4 Should the buyer alter the Goods by subjecting them to any manufacturing process or incorporating them into another product or mixing them in any way then the
resulting product(“Altered Goods”) will pass ownership of the Supplier until payment due under all Contracts between the Supplier and the Customer has
been made in full and all the Supplier’s rights hereunder shall extend to the Altered Goods.
7.5 Until payment due under all Contracts between the Customer and the Supplier has been made in full-
7.5.1; the customer shall hold upon trust for the Supplier and Altered Goods.
7.5.2; in the event of the sale or hire of the Goods or Altered Goods by the Customer he shall hold the proceeds of such sale or hire on trust for the supplier in a
separate bank account opened by the Customer for this purpose.
7.5.3; the supplier shall be entitled to trace all such proceeds of sale or hire charges received by the Customer to any bank or other account maintained by the
Customer.
7.5.4; in the event of sale or hire of the Goods or the Altered Goods by the Customer in the ordinary course of its business the Customer shall assign its rights to
recover the selling price or hire charges from the third parties concerned to the Supplier if required to do so in writing by the Supplier.
8. Insurance
8.1 As the insurable risk in the goods shall pass to the Customer as soon as the Goods are delivered to it or its order and pending the Customer shall keep the
Goods insured in the amount of the price at which the Goods are sold to the Customer against all insurable risks.
8.2 If Goods are destroyed by any insured risk prior to the same being paid for by the Customer, the Customer hereby assigns the right to claim under the policy of
insurance to the Supplier.
9. Damage
9.1 The customer shall carefully examine the Goods immediately on receipt of them and shall notify the Supplier in writing of any short delivery or any defects
reasonably discoverable on careful examination. Such notification must be received by the Supplier within 7 days of the Customers receipt of the Goods. In the
absence of such notification the Supplier excludes all liability in respect of short delivery or such defect.
9.2 Each delivery shall constitute a separate Contract and any failure or defect in any one delivery shall not vitiate the Contract as to the remaining deliveries.
10. Liability
10.1 Should any of the Goods become faulty or fail to operate in accordance with their published specification within one month from the date of delivery the Supplier
undertakes to replace or repair at its sole discretion with out charge provided that the Supplier is satisfied that the failure is due to a defect of workmanship or
material and that the Goods have been used solely in a manner which is normal for their type and have not been misused or abused and provided that the faulty Goods are returned carriage paid to the premises of the Supplier with written notice of the defect within 3 days from the date of discovery of such defect. The
Supplier shall not be liable for the cost of removal of the faulty Goods. The Supplier will deliver at its expense the replacement or repaired Goods to the
Customer. Time shall be of the essence for the purpose of this sub-clause.
10.2 In the case of parts or components not manufactured by the Supplier, the Customer shall have the benefit, in so far that it may be transferred to the Customer, of
any rights which the Supplier may have against the supplier of the Goods and the Supplier’s liability is limited to make the benefit of such rights available to the
Customer.
10.3 The Supplier shall not be liable for any consequential or indirect loss suffered by the Customer whether this loss arises from any breach of duty in Contract or sort
or in any other way, and shall not be liable for any damage (Whether or not consequential) arising from stoppage or breakdown of the Goods for any reason
whatsoever or in any other way for the performance of the Goods in operation.
10.4 Delivery dates, Erection Dates and Completion Dates mentioned in any quotation, order or other document are approximate only and not of any Contractual effect. Later performance does not entitle
the Customer to do any of the following:-
10.4.1; reject the Goods
10.4.2; terminate the contract
10.4.3; withhold payment of any part of the Price
10.5 Under no circumstances shall the Supplier be liable for –
10.5.1; Failure by the Customer to comply with the instructions or advice of the Supplier.
10.5.2; Goods which have been adjusted, altered, adapted or repaired by any party other than the Supplier.
10.5.3; Descriptions, illustrations, specifications, figure as to performance, drawings and particulars of weight and dimension submitted by the Supplier
contained in the Supplier’s quotation price lists or elsewhere which do not form part of the Contract.
10.6 The Supplier will not be liable to the Customer (other than liability for death or personal injury resulting from the Supplier’s negligence) for any loss or damage
of any nature;
10.6.1; arising from any breach of any express or implied warranty or condition of the Contract
10.6.2; or any negligence, breach of statutory or other duty on the part of the Supplier
10.6.3; or in any other way
out of or in connection with the performance or purported performance of or failure to perform the Contract except in accordance with this condition.
10.7 The Supplier cannot accept responsibility if the Goods are the subject of any Patent Registered or Unregistered Design right or Copyright and the making of the
Contract shall be considered as an undertaking by the Customer to indemnify the Supplier against any loss in respect of infringement of any such Patent,
Registered Design, Unregistered Design or Copyright.
10.8 Without prejudice to the foregoing the Supplier reserves the right to cease work on any Contract if it should come to its notice that the Goods are the subject of
any Patent Registered and Unregistered Design right which case the property in the work done shall not pass to the Customer (except at the Supplier’s
discretion) and the Supplier shall be entitled to recover and be paid such sum for the work done materials supplied as shall be reasonable in the circumstances.
10.9 The Supplier accepts no liability whatsoever for any failure to deliver the Goods or implement any of these conditions arising from the circumstances outside the
Supplier’s control. Non-exhaustive examples of such circumstances include acts of God, war, strikes, fire, embargoes, refusals to grant licences and abnormal
weather conditions etc.
10.10 Where the Supplier’s products are intended to be used in connection with any food, drug or other commodity the Customer shall satisfy himself that such food,
drug or commodity will not be adversely affected by any materials used by the Supplier in the manufacture of its products an will indemnify the Supplier in
respect of any claim which may arise therefrom.
10.11 The Supplier does not guarantee to deliver the exact quantity of goods ordered and shall be deemed to have complied with a contract by delivery of a quantity of
plus or minus 10 per cent of the quantity ordered, and the Customer shall pay at the contract price for the quantity actually delivered. The manufacturing
standards and tolerances generally accepted within the flexible packaging industry shall apply to the contract.
11. Contract
11.1 The Contract is between the Supplier and the Customer as principals and may not be assigned by the Customer without the
express written consent of the Supplier.
11.2 The Supplier may wholly or partly sub-contract the performance of the Contract.
12. Designs and Drawings
12.1 Where designs are prepared by the Suppliers for the Customer’s requirement the terms of acceptance of the Contract are
conditional upon such designs having been previously discussed with and fully approved by the Customer.
12.2 Where the Goods are manufactured to design submitted by the Customer, the Supplier will provide them in conformity with
such designs but accept no responsibility for the correct functioning of the Goods.
12.3 Building designs, specifications and materials used are subject to change without notice.
13. Termination
13.1 If the Customer,
being a Company
has a petition presented for its winding up or passes a resolution for voluntary winding up (other than for the purpose of a bona fide amalgamation or
reconstruction) or compounds with its creditors or
has receiver appointed of all or any of its assets or
being a individual
becomes bankrupt or insolvent or
enters into any arrangement with his creditors or
in any event commits a serious breach of these conditions (and in the case of such breach being remediable fails to remedy it within seven days after
receiving notice to do so) then the Supplier may treat the Contract as being at an end.
14. Cancellation
14.1 Where a Contract is cancelled by a Customer the following payment fall due to the Supplier by the Customer:
14.1.1; Where cancellation is prior to the commencement of the manufacture of the Goods a sum to compensate the Supplier for all costs incurred prior to or resulting from such cancellation in addition to such other remedies as it may have.
14.1.2; Where cancellation is subsequent to commencement of the manufacture of the Goods such sum as represents a due proportion of the order sum in respect of the manufacture of the Goods performed executed up to the date of receipt of notice of cancellation plus the sum equivalent to 50% of the difference between
the proportionate sum and the Price by way of liquidated damages for any actual or anticipated loss or profit and administrative costs in addition to such other
remedies as it may have.
15. Damages
15.1 The total liability of the Supplier to pay damages arising under any Contract shall not exceed a sum equal to the consideration
payable by the Customer to the Supplier under the Contract
16. Site Preparation
16.1 The Customer is responsible for ensuring that all licences, consents, permits, planning consents or other necessary permissions for the erection of the goods contained in the Order have been obtained prior to the Delivery Date.
16.2 The Customer is responsible for ensuring that the Seller has full-uninterrupted right of access to the Site and that the Site is suitable for the delivery of the Order by the Delivery Date.
16.3 The Customer is responsible for ensuring that the construction of the concrete base is completed to the Seller’s satisfaction in accordance with the Seller’s “Brickwork Plan” before the Delivery Date
16.4 Delivery of the components will only be made within 1.5 Meters alongside the delivery vehicle.
16.5 Where the delivery vehicle is requested to leave the highway onto site, it will only do so if the driver believes ground conditions permit safe access.
16.6 It is the customers responsibility for recovery of any vehicle due to unsuitable ground conditions.
16.7 Where in the opinion of our agents it is not safe to access the site, the delivery driver reserve the right to unload at the closest safe place.
16.8 Where in 16.7 above, the customer will be responsible in supplying the required remedy, whether that be a tractor, trailer or manpower to transport the product.
16.9 The customer is responsible for ensuring there is a minimum 2.0 Meters access behind and 10.0 Meters access in front of the proposed building
16.10 Where the site hasn’t be prepared correctly we reserve the right to charge for extra work at the rate in 18.1 below
17. Storage
17.1 If the Seller shall be unable, through circumstances beyond its control, to deliver the goods within 14 days after notification to the Customer or its agent that the goods are ready for delivery, the Seller shall be entitled to arrange storage on behalf of the Customer, whereupon delivery shall be deemed to have taken place, all risk in the goods shall pass to the Customer and delivery to the Customer of the relevant warehouse receipt shall be deemed to be delivery of the goods for the purposes of Condition 4. All charges incurred by the Seller for storage or insurance shall be paid by the Customer within 30 days of submission of an invoice.
18. Labour
18.1 Where extra labour is chargeable, it will be at the rate of £22.50 per hour per person. Time is to be calculated to include traveling time to and from the site.
18.2 Where extra transport cost are chargable, it will be at the rate of £1.50 per mile, each way.
19. Timescale
19.1 All delivery and erection times are an estimate and are subject to change without notice
19.2 The seller accepts no responsibility as to any losses due to any delays in delivery or erection of the goods.
20. Law
20.1 These terms and the Contract to which they relate are subject to English Law and to the exclusive jurisdiction of the English Courts in all matters regarding them.
Woodhouse Stables Ltd, Reg’d in England and Wales No. 6891146 Reg’d Office: Woodhouse Stables Ltd, Millfields, Hyde Mill Lane, Brewood, Staffordshire. ST19 9DJ
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