In these Terms of Sale, the following meanings shall apply:
“We” and “Us” means Westlands Trading Ltd
“You / Your” means the person or company who buys or agrees to buy Goods from Us.
“the Goods” means the goods or when the context permits services to be supplied by Us.
“Company Signatory” means a person authorised by Us
“the Terms” means the terms set out in this document and any special terms agreed in writing between a Company Signatory and You
“the Contract” means the contract for the supply of Goods incorporating these Terms.
“the Defect” means the condition and/or any attribute of the Goods and/or any other circumstances which for the effect of these Terms would have entitled You to damages.
2. The Contract
2.1 All orders are accepted by Us only under these Terms and they may not be altered - other than with the written agreement of a Company Signatory. Any contrary or additional terms, unless so agreed, are excluded.
2.2 Quotations are invitations to treat only.
2.3 Orders may be cancelled only with the agreement of a Company Signatory and You will indemnify Us against all costs, claims, losses or expenses incurred as a result of that cancellation.
2.4 You shall be responsible to Us for ensuring the accuracy of the terms of any order including any applicable design drawing or specification provided to Us by You and for giving Us any necessary information relating to the Goods within a sufficient time to enable Us to perform the Contract in accordance with its Terms.
3.1 Unless previously withdrawn every quotation is open for acceptance within thirty days only from its date and, if required by Us, is subject to approval of Your credit.
4.1 All orders are accepted and quotations given at prices then ruling.
4.2 We reserve the right to execute orders at prices ruling at the time of despatch.
4.3 Prices will be increased in the event of increase in Import Duty, exchange rates or surcharges, VAT, freight charges.
4.4 We reserve the right to amend prices to correct errors or omissions.
5.1 Unless the sale is for cash, or other credit terms have been agreed in writing with a Company Signatory, all accounts are due for payment prior to despatch of the Goods or upon fitting.
5.2 Late payment will incur interest at 4% above Natwest Bank Plc’s base rate, prevailing from time to time, until the date of payment after as well as before judgement.
5.3 Credit facilities may be withdrawn or reduced at any time at our sole discretion.
5.4 Even if We have previously agreed to give You credit, We reserve the right to refuse to execute any order or contract if the arrangements for payment or your credit rating is not satisfactory to Us. In our discretion We may require security satisfactory to Us or payment for each consignment when it is available and before it is depatched in which case delivery will not be effected until We are in receipt of security or cleared funds as requested by Us.
5.5 In case of short delivery, You will remain liable to pay the full invoice price of all Goods delivered or available for delivery.
5.6 You may not withhold payment of any invoice or other amount due to Us by reason of any right of set off or counterclaim, which You may have or allege to have, for any reason whatever.
5.7 Warranty and technical support will be void if payment terms and conditions are not met.
5.8 We shall be entitled at all times to set off any debt or claim of whatever nature which We may have against You against any sums due from Us to You.
6.1 Delivery will be effected when the Goods leave our premises whether carried by Us or an independent carrier.
6.2 Delivery dates are approximate, are not guaranteed and do not form a terms of this contract. We shall have no liability whatsoever for any delay in despatch or delivery whether direct or indirect.
6.3 We reserve the right to make delivery by instalments and tender a separate invoice in respect of each installment. Our failure to deliver any one or more instalments, or any claim by You in respect of any one or more instalments, shall not entitle You to treat the Contract as a whole as repudiated.
6.4 You must provide the additional labour for unloading the Goods - and unloading is to be completed with reasonable speed. If our delivery vehicle is kept waiting for an unreasonable time, or is obliged to return without completing delivery, or if We provide additional staff to unload Goods, an additional charge will be made.
6.5 If You fail to take delivery or accept the Goods within the agreed time, in our discretion, We may make an additional charge, invoice You for the Goods, or treat the contract as repudiated and, in any case, recover our losses from You.
6.6 If the Goods are to be deposited other than on your private premises, You shall be responsible for compliance with all regulations, and for all steps which need to be taken for the protection at all times of persons or property.
7.1 You shall inspect the Goods at the place and time of unloading, collection or installation, but nothing in these Terms shall require You to break packaging and/or unpack Goods which are intended to be stored before use.
7.2.1 You must advise Us by telephone immediately and give Us written notice within three working days of
unloading of any claim for short delivery.
7.2.2 If You do not give Us that notice within that time, the Goods will be deemed to have been delivered in the
quantities shown in the delivery documents. .
7.2.3 You shall not be entitled, and irrevocably and unconditionally waive any rights to reject the Goods or claim any damages whatsoever, for short delivery howsoever caused.
* 7.2.4 Our liability for short delivery is limited to making good the shortage.
8.1 You must advise Us by telephone immediately and give Us written notice within three working days of unloading, collection or installation of any defects in the Goods however arising.
8.2 In the event of such notice being received and the defects complained of being confirmed by Us, or by an independent expert, We shall at our option either rectify the defects free of charge, or replace the defective Goods free of charge, or allow to You a credit in the amount of the defective Goods.
8.3 Where the Goods are reported to be defective they must, if required by Us, to be retained by You for inspection by Us.
9.1 Bespoke doors supplied by Westlands Trading Ltd are guaranteed to be of sound material and workmanship, free of defects for a period of twelve months from date of delivery provided the points contained in the Door Care Instruction leaflet are strictly complied with. This guarantee extends and is available only to the first retail purchaser of the door(s) and is not available and may not be enforced by any person to whom such door(s) are transferred by such a purchaser.
9.2 The guarantee provided herein is limited only to the replacement of the defective Goods.
9.3 Incidental and consequential damages are expressly disclaimed. Labour charges and damages attributable to work performed by anyone other than a representative of Westlands Trading Ltd are not covered by this guarantee.
9.4 Wood is a natural product. Variations in the colour, texture, knotting or grain of wood are not to be considered as defects. Direction of wood grain in curved parts will be chosen by Us to ensure, in our opinion, maximum structural strength.
9.5 Warp/cup/twist/bow shall not be considered a defect unless they exceed 6.35mm (as defined in the British Standard) in the plane of the door itself. Warp/cup/twist/bow, as defined, is a distortion in the door itself and does not mean the relationship of the door to the frame or jamb in which it is installed. When measuring the amount of warp in a door, the following method shall be used: bow, cup or twist shall be measured by placing a straight-edge on the suspected concave face of the door at any angle (i.e. diagonally, horizontally, vertically), with the door in its installed position. The measurement of bow, cup and twist shall be made at the point of maximum distance between the bottom of the straight edge and the face of the door. Shrinkage/swelling shall not be considered as a defect.
9.6 The moisture content of both raw materials and finished products are closely monitored by Us during manufacture. Incorrect storage prior to installation or improper sealing afterwards are wholly outwith our control. Westlands Trading Ltd will accept no responsibility for the development of warp/cup/twist/bow/shrinkage or expansion if the moisture content of the timber has fallen below 12% or exceeds 19% (British Standard BS EN 942).
9.7 Westlands Trading Ltd will not be responsible for any defect arising from incorrect handling, installation, finishing or maintenance.
9.8 No claim or reimbursement will be considered if any work or alteration has been carried out other than that undertaken by representatives of Westlands Trading Ltd.
10.1 This Contract shall be governed by English Law.
10.2 We shall not be liable for any delay or failure to perform any of our obligations in relation to the Goods due to any cause beyond our reasonable control, including industrial action.
10.3 The waiver by Us of any breach or default of these Terms shall not be construed as a continued waiver of that breach, nor as a waiver of any subsequent breach of the same, or any other provision.
10.4 If any clause or sub-clause of these Terms is held by a competent authority to be invalid or unenforceable, the validity of the other clauses and sub-clauses of these Terms shall not be affected and they shall remain in full force and effect.
10.5 We may assign novate, or sub contract all or part of this Contract and You shall be deemed to consent to any novation. This Contract is personal to You and it may not be assigned.
10.6 Nothing in this Contract is intended to, or will grant any right, to any third party to enforce any terms of this Contract, be it express or implied.