Terms of service
Woodlodge Terms and Terms of Sale and Supply (Terms)
The customer's attention is drawn in particular to the provisions of clause 8.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
Contract: the contract between Woodlodge and the Customer for the sale and purchase of the Goods in accordance with these Terms.
Customer: the person or firm who purchases the Goods from Woodlodge.
Delivery Location: has the meaning given in clause 4.2.
Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.
Goods: the goods (or any part of them) set out in the Order including any Special Order Goods.
Order: the Customer's purchase order form, an order placed by Woodlodge’s sales representatives on the Customer’s behalf, the Customer's written acceptance of Woodlodge's quotation, or overleaf, as the case may be.
Restricted Supplier: means any firm, company or person who is or has been at any time during the immediately preceding 12 months a supplier of goods or services to Woodlodge.
Special Order Goods: goods which are either:
a) manufactured to the Customer’s Specification; or
b) goods which are not stocked by Woodlodge but which Woodlodge has agreed to order direct from its supplier’s for the Customer.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and Woodlodge.
Terms: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.4.
Warranty Period: has the meaning given in clause 5.1.
Woodlodge: Woodlodge Products Limited of Unit 3 Babdown Airfield, Tetbury, Gloucestershire, GL8 8YL (registered in England and Wales with company number 03476579).
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written includes email.
2.1 These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Terms. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
2.3 The Order shall only be deemed to be accepted when Woodlodge issues a written acceptance of the Order, at which point and on which date the Contract shall come into existence.
2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Terms.
2.5 Any samples, drawings, descriptive matter or advertising produced by Woodlodge and any descriptions or illustrations contained in Woodlodge's websites, catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.6 A quotation for the Goods given by Woodlodge shall not constitute an offer. Due to the fluctuating nature of the cost of materials and the Goods quotations are only valid for 24 hours. Please do check the price of Goods at the time of order placement.
2.7 Woodlodge reserves the right to reject or cancel any orders for Goods for the following reasons:
(a) a product is unexpectedly out of stock;
(b) a credit reference obtained is unsatisfactory;
(c) the Customer is located outside the UK or our delivery areas; or
(d) the Goods were mispriced
in which case Woodlodge will inform the Customer as soon as possible and refund any sums the Customer has paid in advance for the Goods in question.
3.1 The Goods are described in Woodlodge's catalogues, brochures and on its website as modified by any applicable Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify Woodlodge against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Woodlodge in connection with any claim made against Woodlodge for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Woodlodge's use of the Specification. This clause 3.2 shall survive termination of the Contract.
3.3 Woodlodge reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and Woodlodge shall notify the Customer in any such event.
3.4 Certain Goods and Special Order Goods may be subject to a minimum order quantity and minimum delivery quantities as notified by Woodlodge from time to time. Minimum order and delivery quantities may also apply depending on the Delivery Location. Delivery charges may be incurred in the event of any orders under such minimum quantities.
3.5 Woodlodge may require a deposit to be paid in advance of placing an order for certain Goods and Special Order Goods in which case Woodlodge shall inform the Customer. Unless otherwise agreed by Woodlodge in writing, any deposits taken are non-refundable.
4.1 Woodlodge shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any).
4.2 Woodlodge shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location).
4.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
4.5 Woodlodge shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Woodlodge with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If the Customer fails to take delivery of the Goods within three Business Days of Woodlodge notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Woodlodge's failure to comply with its obligations under the Contract in respect of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Woodlodge notified the Customer that the Goods were ready; and
(b) Woodlodge shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 If five Business Days after the day on which Woodlodge notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, Woodlodge may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.8 If Woodlodge delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, Woodlodge shall make a pro rata adjustment to the invoice for the Goods.
4.9 Woodlodge may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.1 Woodlodge warrants that on delivery, and for a period of 12 months, unless otherwise stated in the most recent annual catalogue, from the date of delivery (Warranty Period), the Goods shall:
(a) conform in all material respects with their description and any applicable Specification; and
(b) be free from material defects in design, material and workmanship.
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing to Woodlodge within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
(b) Woodlodge is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by Woodlodge) returns such Goods to Woodlodge's place of business at Woodlodge's cost
Woodlodge shall, at its option, repair or replace the defective Goods or the part of the Goods which is defective or refund the price of the defective Goods in full.
5.3 Woodlodge shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow Woodlodge's oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of Woodlodge following any drawing, design or specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of Woodlodge;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(f) the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 Except as provided in this clause 5, Woodlodge shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6 These Terms shall apply to any repaired or replacement Goods supplied by Woodlodge.
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) Woodlodge receives payment in full (in cash or cleared funds) for the Goods and any other goods that Woodlodge has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; or
(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Woodlodge's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify Woodlodge immediately if it becomes subject to any of the events listed in clause 10.1(b) to clause 10.1(d); and
(e) give Woodlodge such information as Woodlodge may reasonably require from time to time relating to:
(ii) the ongoing financial position of the Customer.
6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Woodlodge receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) it does so as principal and not as Woodlodge’s agent; and
(b) title to the Goods shall pass from Woodlodge to the Customer immediately before the time at which resale by the Customer occurs.
6.5 At any time before title to the Goods passes to the Customer, Woodlodge may:
(a) by notice in writing, terminate the Customer's right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and
(b) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7.1 The price of the Goods shall be the price set out in the Order.
7.2 Woodlodge may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to (for example and without limitation):
(a) any factor beyond Woodlodge's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give Woodlodge adequate or accurate information or instructions.
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Woodlodge at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) if such charges apply, excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
7.4 Woodlodge may invoice the Customer for the Goods on or at any time once the Order is ready for delivery.
7.5 Woodlodge may invoice the Customer for Special Order Goods in advance of such Order and in accordance with any payment terms agreed by Woodlodge and confirmed in writing to the Customer.
7.6 Any applicable discounts will be deducted from the invoice total. Customers should ensure that they only recover the VAT actually paid. A credit note for the discount and reduction in VAT can be obtained from accounts@woodlodge.co.uk.
7.7 The Customer shall pay each invoice submitted by Woodlodge:
(a) within 30 days of the date of the invoice or in accordance with any credit or other payment terms agreed by Woodlodge and confirmed in writing to the Customer; and
(b) in full and in cleared funds to a bank account nominated in writing by Woodlodge, and
time for payment shall be of the essence of the Contract.
7.8 If the Customer fails to make a payment due to Woodlodge under the Contract by the due date, then, without limiting Woodlodge's remedies under clause 10, the Customer shall pay statutory compensation and interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.7 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
7.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8.1 Woodlodge reserves the right carry out standard checks on Customers should they wish to place Orders by way of a credit account. If these checks are completed to Woodlodge’s satisfaction, Woodlodge may (in its sole discretion) offer a credit account.
8.2 Any credit account offered to a Customer shall be under continued review and Woodlodge may reduce, amend or withdraw a Customer’s credit facility at any time.
8.3 In the event a Customer reaches its account credit limit, or if any payment is not received when due, payment of any outstanding Orders and invoices will be required before further Orders can be placed.
9. Limitation of liability
9.1 References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.2 Nothing in the Contract limits any liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any liability that legally cannot be limited.
9.3 Subject to clause 9.2, Woodlodge's total liability to the Customer in respect of an Order shall not exceed the price of the Goods of that Order.
9.4 Subject to clause 9.2, the following types of loss are wholly excluded:
(b) wasted expenditure;
(c) loss of sales or business;
(d) loss of agreements or contracts;
(e) loss of anticipated savings;
(f) loss of use or corruption of software, data or information;
(g) loss of or damage to goodwill; and
(h) indirect or consequential loss.
9.5 This clause 9 shall survive termination of the Contract.
10.1 Without limiting its other rights or remedies, Woodlodge may terminate this Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
10.2 Without limiting its other rights or remedies, Woodlodge may suspend provision of the Goods under the Contract or any other contract between the Customer and Woodlodge if the Customer becomes subject to any of the events listed in clause 10.1(b) to clause 10.1(d), or Woodlodge reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
10.3 Without limiting its other rights or remedies, Woodlodge may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
10.4 On termination of the Contract for any reason the Customer shall immediately pay to Woodlodge all of Woodlodge's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Woodlodge shall submit an invoice, which shall be payable by the Customer immediately on receipt.
10.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
10.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 6 months, the party not affected may terminate the Contract by giving 7 days' written notice to the affected party.
12.1 Assignment and other dealings.
(a) Woodlodge may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Woodlodge.
(a) Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2(b).
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12.2; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
12.3 In order to protect the legitimate business interests of Woodlodge, the Customer covenants with Woodlodge that it shall not (except with the prior written consent of Woodlodge) have any business dealings with, or solicit, entice or attempt to entice away, a Restricted Supplier, if such dealing, solicitation or enticement causes or is reasonably likely to cause such supplier to cease supplying, or to reduce its supply of goods or services to, Woodlodge or to vary adversely the terms upon which it conducts business with Woodlodge.
12.4 The Customer shall be bound by the covenant set out in Clause 12.3 during the term of a Contract and for a period of 12 months after termination or expiry of a Contract.
(a) The Contract constitutes the entire agreement between the parties.
(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
12.6 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
(a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
12.8 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 12.8 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by email to the email addresses stated on the Order (or an address substituted in writing by the party to be served).
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
(a) The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
12.11 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
12.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.