Haywoods' Terms and Conditions
Terms &
Conditions of Trading with Haywoods Contracts Ltd The buyer’s attention is in
particular drawn to the provisions of condition 12.4. 1. INTERPRETATION 1.1 The
definitions and rules of interpretation in this condition apply in these
conditions. Buyer: the person, firm or company who purchases the Goods and/or
Services from the Company. Company: Haywoods Contracts Ltd. Contract: any
contract between the Company and the Buyer for the sale and purchase of the
Goods and/or provision of Services, incorporating these conditions. Delivery
Point: the place where delivery of the Goods is to take place under condition 4.
Goods: any goods agreed in the Contract to be supplied to the Buyer by the
Company (including any part or parts of them). Services: any installation
services agreed in the Contract to be supplied to the Buyer by the Company. 1.2
A reference to a particular law is a reference to it as it is in force for the
time being taking account of any amendment, extension, application or
reenactment and includes any subordinate legislation for the time being in force
made under it. 1.3 Words in the singular include the plural and in the plural
include the singular. 1.4 A reference to one gender includes a reference to the
other gender. 1.5 Condition headings do not affect the interpretation of these
conditions. 2. APPLICATION OF TERMS 2.1 Subject to any variation under condition
2.3 the Contract shall be on these conditions to the exclusion of all other
terms and conditions (including any terms or conditions which the Buyer purports
to apply under any purchase order, confirmation of order, specification or other
document). 2.2 No terms or conditions endorsed on, delivered with or contained
in the Buyer’s purchase order, confirmation of order, specification or other
document shall form part of the Contract simply as a result of such document
being referred to in the Contract. 2.3 These conditions apply to all the
Company’s sales and any variation to these conditions and any representations
about the Goods and/or Services shall have no effect unless expressly agreed in
writing and signed by the Sales Director of the Company. The Buyer acknowledges
that it has not relied on any statement, promise or representation made or given
by or on behalf of the Company which is not set out in the Contract. Nothing in
this condition shall exclude or limit the Company’s liability for fraudulent
misrepresentation. 2.4 Each order or acceptance of a quotation for Goods and/or
Services from the Company shall be deemed to be an offer by the Buyer to buy
Goods and/or Services subject to these conditions. 2.5 No order placed by the
Buyer shall be deemed to be accepted by the Company until a written
acknowledgement of order is issued by the Company or (if earlier) the Company
delivers the Goods to and/or carries out the Services for the Buyer. 2.6 The
Buyer shall ensure that the terms of its order and any applicable specification
are complete and accurate. 2.7 Any quotation is given on the basis that no
Contract shall come into existence until the Company despatches an
acknowledgement of order to the Buyer. Any quotation is valid for a period of 60
days only from its date, provided that the Company has not previously withdrawn
it. 3. DESCRIPTION 3.1 The quantity and description of the Goods and/or Services
shall be as set out in the Company’s quotation or acknowledgement of order. 3.2
All samples, drawings, descriptive matter, specifications and advertising issued
by the Company and any descriptions or illustrations contained in the Company’s
catalogues or brochures are issued or published for the sole purpose of giving
an approximate idea of the Goods described in them. They shall not form part of
the Contract and this is not a sale by sample. 4. DELIVERY 4.1 Unless otherwise
agreed in writing by the Company, delivery of the Goods shall take place at the
time the Goods have been unloaded at the delivery address nominated by the
Buyer. 4.2 The Buyer shall take delivery of the Goods within 30 days of the
Company giving it notice that the Goods are ready for delivery. 4.3 Any dates
specified by the Company for delivery of the Goods or commencement or duration
for performance of the Services are intended to be an estimate and time for
delivery and/or performance shall not be made of the essence by notice. If no
dates are so specified, delivery and/or performance shall be within a reasonable
time. 4.4 Subject to the other provisions of these conditions the Company shall
not be liable for any direct, indirect or consequential loss (all three of which
terms include, without limitation, pure economic loss, loss of profits, loss of
business, depletion of goodwill and similar loss), costs, damages, charges or
expenses caused directly or indirectly by any delay in the delivery of the Goods
or performance of the Services (even if caused by the Company’s negligence), nor
shall any delay entitle the Buyer to terminate or rescind the Contract unless
such delay exceeds 60 days. 4.5 If for any reason the Buyer fails to accept
delivery of any of the Goods when they are ready for delivery, or the Company is
unable to deliver the Goods on time because the Buyer has not provided
appropriate instructions, documents, licences or authorisations: (a) risk in the
Goods shall pass to the Buyer (including for loss or damage caused by the
Company’s negligence); (b) the Goods shall be deemed to have been delivered; and
(c) the Company may store the Goods until delivery, whereupon the Buyer shall be
liable for all related costs and expenses (including, without limitation,
storage and insurance). 4.6 If the Company delivers to the Buyer a quantity of
Goods of up to 5% more or less than the quantity accepted by the Company, the
Buyer shall not be entitled to object to or reject the Goods or any of them by
reason of the surplus or shortfall and shall pay for such goods at the pro rata
Contract rate. 4.7 The Company may deliver the Goods by separate instalments.
Each separate instalment shall be invoiced and paid for in accordance with the
provisions of the Contract. 4.8 Each instalment shall be a separate Contract and
no cancellation or termination of any one Contract relating to an instalment
shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
5. CANCELLATIONS AND RETURNS The Buyer shall not be entitled to cancel any
Contract or return Goods for refund without the prior written consent of the
Company (which will be the absolute discretion of the Company) and payment of a
handling charge of R 20% of the Price in respect of ex stock items and in the
case of made-tomeasure items a percentage of the Price dependent upon the stage
of manufacture reached at the point of cancellation. 6. NON-DELIVERY 6.1 The
quantity of any consignment of Goods as recorded by the Company upon despatch
from the Company’s place of business shall be conclusive evidence of the
quantity received by the Buyer on delivery unless the Buyer can provide
conclusive evidence proving the contrary. 6.2 The Company shall not be liable
for any non-delivery of Goods (even if caused by the Company’s negligence)
unless the Buyer gives written notice to the Company of the non-delivery within
7 days of the date when the Goods would in the ordinary course of events have
been received. 6.3 Any liability of the Company for non-delivery of the Goods
shall be limited to replacing the Goods within a reasonable time or issuing a
credit note at the pro rata Contract rate against any invoice raised for such
Goods. 7. INSTALLATION 7.1 The Buyer shall be solely responsible for ensuring
that its site and adequate and safe access thereto is ready for installation of
the Goods. Fixing points must be adequate for the proper and secure installation
of the Goods. The Buyer must pay for the cost of any modification to its site or
the Goods that is required to enable the Goods to be properly installed. 7.2 The
Buyer shall be solely responsible for all ancillary work required and costs
incurred in connection with installation of Goods, including (without
limitation) access, scaffolding hire, electrical work, decorating, or making
good. 7.3 The Buyer shall advise the Company of any hidden obstruction
(including without limitation, electricity, telephone and other communications
cables and water, gas and drainage pipes) that may be encountered during
installation of the Goods. The Company will not be liable for any damage to any
structure, surface or service. The Buyer will pay all costs incurred by the
Company in consequence of any damage to any hidden obstruction and will
indemnify the Company against all liability, loss, cost and expense that it
incurs arising out of or in consequence of installation of the Goods or damage
to any structure, surface or service. 8. RISK/TITLE 8.1 The Goods are at the
risk of the Buyer from the time of delivery. 8.2 Ownership of the Goods shall
not pass to the Buyer until the Company has received in full (in cash or cleared
funds) all sums due to it in respect of: (a) the Goods; and (b) all other sums
which are or which become due to the Company from the Buyer on any account. 8.3
Until ownership of the Goods has passed to the Buyer, the Buyer shall: (a) hold
the Goods on a fiduciary basis as the Company’s bailee; (b) store the Goods (at
no cost to the Company) separately from all other goods of the Buyer or any
third party in such a way that they remain readily identifiable as the Company’s
property; (c) not destroy, deface or obscure any identifying mark or packaging
on or relating to the Goods; and (d) maintain the Goods in satisfactory
condition and keep them insured on the Company’s behalf for their full price
against all risks to the reasonable satisfaction of the Company. On request the
Buyer shall produce the policy of insurance to the Company. 8.4 The Buyer may
resell the Goods before ownership has passed to it solely on the following
conditions: (a) any sale shall be effected in the ordinary course of the Buyer’s
business at full market value; and (b) any such sale shall be a sale of the
Company’s property on the Buyer’s own behalf and the Buyer shall deal as
principal when making such a sale. 8.5 The Buyer’s right to possession of the
Goods shall terminate immediately if: (a) the Buyer has a bankruptcy order made
against him or makes an arrangement or composition with his creditors, or
otherwise takes the benefit of any statutory provision for the time being in
force for the relief of insolvent debtors, or (being a body corporate) convenes
a meeting of creditors (whether formal or informal), or enters into liquidation
(whether voluntary or compulsory) except a solvent voluntary liquidation for the
purpose only of reconstruction or amalgamation, or has a receiver and/or
manager, administrator or administrative receiver appointed of its undertaking
or any part thereof, or documents are filed with the court for the appointment
of an administrator of the Buyer or notice of intention to appoint an
administrator is given by the Buyer or its directors or by a qualifying floating
charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act
1986), or a resolution is passed or a petition presented to any court for the
winding-up of the Buyer or for the granting of an administration order in
respect of the Buyer, or any proceedings are commenced relating to the
insolvency or possible insolvency of the Buyer; or (b) the Buyer suffers or
allows any execution, whether legal or equitable, to be levied on his/its
property or obtained against him/it, or fails to observe or perform any of
his/its obligations under the Contract or any other contract between the Company
and the Buyer, or is unable to pay its debts within the meaning of section 123
of the Insolvency Act 1986 or the Buyer ceases to trade; or (c) the Buyer
encumbers or in any way charges any of the Goods. 8.6 The Company shall be
entitled to recover payment for the Goods notwithstanding that ownership of any
of the Goods has not passed from the Company. 8.7 The Buyer grants the Company,
its agents and employees an irrevocable licence at any time to enter any
premises where the Goods are or may be stored in order to inspect them, or,
where the Buyer’s right to possession has terminated, to recover them. 8.8 Where
the Company is unable to determine whether any Goods are the goods in respect of
which the Buyer’s right to possession has terminated, the Buyer shall be deemed
to have sold all goods of the kind sold by the Company to the Buyer in the order
in which they were invoiced to the Buyer. 8.9 On termination of the Contract,
howsoever caused, the Company’s (but not the Buyer’s) rights contained in this
condition 8 shall remain in effect. 9. PRICE 9.1 Unless otherwise agreed by the
Company in writing, the price for the Goods and/or Services shall be the price
set out in the Company’s price list published on the date of delivery or deemed
delivery. 9.2 The price for the Goods and/or Services shall be exclusive of any
value added tax. 9.3 All costs or charges in relation to carriage and insurance
during transit shall be payable by the Buyer in addition to the price of the
Goods when it is due to pay for the Goods where the price of the Goods in any
Contract is less than £150 before value-added tax, and in all other cases such
costs or charges shall be borne by the Company. R 10. PAYMENT 10.1 Subject to
condition 10.4, payment of the price for the Goods is due in pounds sterling on
the last working day of the month following the month in which the Goods are
delivered or deemed to be delivered and/or the services are performed. 10.2 Time
for payment shall be of the essence. 10.3 No payment shall be deemed to have
been received until the Company has received cleared funds. 10.4 All payments
payable to the Company under the Contract shall become due immediately on its
termination despite any other provision. 10.5 The Buyer shall make all payments
due under the Contract in full without any deduction whether by way of set-off,
counterclaim, discount, abatement or otherwise unless the Buyer has a valid
court order requiring an amount equal to such deduction to be paid by the
Company to the Buyer. 10.6 If the Buyer fails to pay the Company any sum due
pursuant to the Contract, the Buyer shall be liable to pay interest to the
Company on such sum from the due date for payment at the annual rate of 1.5% per
month, accruing on a daily basis until payment is made, whether before or after
any judgment. 11. QUALITY 11.1 The Company warrants that (subject to the other
provisions of these conditions): (a) upon delivery, and for a period of five
years from the date of delivery the Goods shall (i) be of satisfactory quality
within the meaning of the Sale of Goods Act 1979; (ii) be reasonably fit for
purpose; and (b) the Services shall be performed with reasonable skill and care.
(c) This warranty applies to hardware only. Fabric is subject to suppliers’
guarantees. 11.2 The Company shall not be liable for a breach of any of the
warranties in condition 11.1 unless: (a) the Buyer gives written notice of the
defect to the Company, and, if the defect is as a result of damage in transit to
the carrier, within 7 days of the time when the Buyer discovers or ought to have
discovered the defect; (b) where the contract is for supply only of Goods the
Company is given a reasonable opportunity after receiving the notice of
examining the Goods and the Buyer (if asked to do so by the Company) returns
such Goods to the Company’s place of business at the Company’s cost for the
examination to take place there; and (c) where the Contract is for supply and
installation of Goods the Company is given a reasonable opportunity after
receiving notice of examining the Goods and their installation on site. 11.3 The
Company shall not be liable for a breach of any of the warranties in condition
11.1 if: (a) the Buyer makes any further use of such Goods after giving such
notice; or (b) the defect arises because the Buyer failed to follow the
Company’s oral or written instructions as to the storage, installation,
commissioning, use or maintenance of the Goods or (if there are none) good trade
practice; or (c) the Buyer alters or repairs such Goods without the written
consent of the Company. 11.4 Subject to condition 11.2 and condition 11.3, if
any of the Goods and/or Services do not conform with any of the warranties in
condition 11.1 the Company shall (a) if the Contract is for supply only of
Goods, at its option repair or replace such Goods (or the defective part) or
refund the price of such Goods at the pro rata Contract rate provided that, if
the Company so requests, the Buyer shall, at the Company’s expense, return the
Goods or the part of such Goods which is defective to the Company; (b) if the
Contract includes installation of Goods by the Company, the Services shall be
reperformed by the Company on site until such Services are in conformity or at
the Company’s option it may pay for the Services to be performed again. 11.5 If
the Company complies with condition 11.4 it shall have no further liability for
a breach of any of the warranties in condition 11.1 in respect of such Goods
and/or Services. 11.6 Any Goods replaced shall belong to the Company and any
repaired or replacement Goods shall be guaranteed on these terms for the
unexpired portion of the five year period. 11.7 The Buyer is responsible for
ensuring the suitability of and absence from manufacturing flaws in any fabric
supplied by the Buyer and for marking any such flaws. The Company is not
responsible for the performance of any fabric supplied by the Buyer, including
(without limitation) its adhesive capabilities when attaching bond cloth,
shrinkage, matching of patterns and manufacture into roller blinds. The Buyer is
responsible for all fabric and labour costs of remedying fabric flaws discovered
by the Company in the course of manufacturing the Goods. 12. LIMITATION OF
LIABILITY 12.1 Subject to condition 4, condition 6 and condition 11, the
following provisions set out the entire financial liability of the Company
(including any liability for the acts or omissions of its employees, agents and
sub-contractors) to the Buyer in respect of: (a) any breach of these conditions;
(b) any use made or resale by the Buyer of any of the Goods, or of any product
incorporating any of the Goods; and (c) any representation, statement or
tortious act or omission including negligence arising under or in connection
with the Contract. 12.2 All warranties, conditions and other terms implied by
statute or common law (save for the conditions implied by section 12 of the Sale
of Goods Act 1979) are, to the fullest extent permitted by law, excluded from
the Contract. 12.3 Nothing in these conditions excludes or limits the liability
of the Company: (a) for death or personal injury caused by the Company’s
negligence; or (b) under section 2(3), Consumer Protection Act 1987; or (c) for
any matter which it would be illegal for the Company to exclude or attempt to
exclude its liability; or (d) for fraud or fraudulent misrepresentation. 12.4
Subject to condition 12.2 and condition 12.3: (a) the Company’s total liability
in contract, tort (including negligence or breach of statutory duty),
misrepresentation, restitution or otherwise, arising in connection with the
performance or contemplated performance of the Contract shall be limited to the
Contract price; and R (b) the Company shall not be liable to the Buyer for any
pure economic loss, loss of profit, loss of business, depletion of goodwill or
otherwise, in each case whether direct, indirect or consequential, or any claims
for consequential compensation whatsoever (howsoever caused) which arise out of
or in connection with the Contract. 13. ASSIGNMENT 13.1 The Company may assign
the Contract or any part of it to any person, firm or company. 13.2 The Buyer
shall not be entitled to assign the Contract or any part of it without the prior
written consent of the Company. 14. FORCE MAJEURE The Company reserves the right
to defer the date of delivery or to cancel the Contract or reduce the volume of
the Goods ordered by the Buyer (without liability to the Buyer) if it is
prevented from or delayed in the carrying on of its business due to
circumstances beyond the reasonable control of the Company including, without
limitation, acts of God, governmental actions, war or national emergency, acts
of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic,
lock-outs, strikes or other labour disputes (whether or not relating to either
party’s workforce), or restraints or delays affecting carriers or inability or
delay in obtaining supplies of adequate or suitable materials, provided that, if
the event in question continues for a continuous period in excess of 60 days,
the Buyer shall be entitled to give notice in writing to the Company to
terminate the Contract. 15. GENERAL 15.1 Each right or remedy of the Company
under the Contract is without prejudice to any other right or remedy of the
Company whether under the Contract or not. 15.2 If any provision of the Contract
is found by any court, tribunal or administrative body of competent jurisdiction
to be wholly or partly illegal, invalid, void, voidable, unenforceable or
unreasonable it shall to the extent of such illegality, invalidity, voidness,
voidability, unenforceability or unreasonableness be deemed severable and the
remaining provisions of the Contract and the remainder of such provision shall
continue in full force and effect. 15.3 Failure or delay by the Company in
enforcing or partially enforcing any provision of the Contract shall not be
construed as a waiver of any of its rights under the Contract. 15.4 Any waiver
by the Company of any breach of, or any default under, any provision of the
Contract by the Buyer shall not be deemed a waiver of any subsequent breach or
default and shall in no way affect the other terms of the Contract. 15.5 The
parties to the Contract do not intend that any term of the Contract shall be
enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any
person that is not a party to it. 15.6 The formation, existence, construction,
performance, validity and all aspects of the Contract shall be governed by
English law and the parties submit to the exclusive jurisdiction of the English
courts. 16. COMMUNICATIONS 16.1 All communications between the parties about the
Contract shall be in writing and delivered by hand or sent by pre-paid first
class post or sent by fax: (a) (in case of communications to the Company) to its
registered office or such changed address as shall be notified to the Buyer by
the Company; or (b) (in the case of the communications to the Buyer) to the
registered office of the addressee (if it is a company) or (in any other case)
to any address of the Buyer set out in any document which forms part of the
Contract or such other address as shall be notified to the Company by the Buyer.
16.2 Communications shall be deemed to have been received: (a) if sent by
pre-paid first class post, two days (excluding Saturdays, Sundays and bank and
public holidays) after posting (exclusive of the day of posting); or (b) if
delivered by hand, on the day of delivery; or (c) if sent by fax on a working
day prior to 4.00 pm, at the time of transmission and otherwise on the next
working day. 16.3 Communications addressed to the Company shall be marked for
the attention of the Sales Director.
Call Haywoods Blinds on 01543 279996 or visit our Staffordshire show room.