Trading Terms & Conditions
Living Floors Limited t/a Wood Floor Supermarket - TERMS AND CONDITIONS FOR THE SALE OF GOODS
‘Buyer’ the person, firm or company who purchases the Goods from the Company.
‘Company’ Ted Todd being Living Floors Limited, trading as Wood Floor Supermarket number 0346615 whose registered office is at 33 Chester Road West, Queensferry, Deeside, CH5 1SA.
‘Contract’ any contract between the Company and the Buyer for the sale of goods by the Company to the Buyer.
‘Delivery Point’ the place where delivery of the Goods is to take place.
‘Goods’ any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or
parts of them).
1.1 The headings in these Terms and Condition headings do not affect the interpretation of these conditions.
2. Application of Terms
2.1 The Contract shall be on these conditions to the exclusion of all other terms and conditions.
2.2 Acceptance of delivery of the Goods shall be deemed evidence of the Buyer’s acceptance of these Terms and Conditions.
2.3 The Contract may only be amended in writing and signed on behalf of the Company by a Director.
2.4 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods 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 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 dispatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
3.1 The quantity and description of the Goods 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.
4.1 The Company will use all reasonable endeavors to deliver the Goods to the Buyer on the date agreed.
4.2 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
4.3 If the Buyer has requested that Goods are delivered within a certain time or on a particular date the Company shall not be liable for late delivery and time for delivery is not of the essence. If the Buyer paid an additional delivery charge in relation to such a delivery the Company’s liability in relation to the non-delivery of those Goods shall be the price that the Buyer has paid in relation to the Goods and the Company shall not be liable for any other direct, indirect or consequential loss as set out in condition 4.4
4.4 If the Company is unable for any reason to fulfill any delivery on the specified date the Company the Company shall not be deemed to be in breach this Contract and 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 (even if caused by the Company's negligence)
4.5 If the Buyer fails to accept delivery of any of the Goods when they are delivered, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
4.5.1 risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company's negligence);
4.5.2 the Goods shall be deemed to have been delivered; and
4.5.3 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 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading the Goods.
4.7 The Company may deliver the Goods by separate installments. Each separate installment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.8 Each installment shall be a separate Contract and no cancelation or termination of any one Contract relating to an installment shall entitle the Buyer to repudiate or cancel any other Contract or installment.
4.9 Any claims that the goods have been delivered damaged or not of the correct quantity or do not comply with their description must be notified to the Company within 24 hours accompanied by a signed delivery note and photographic evidence. Failure to inspect material upon receipt and provide signed delivery notes will result in non acceptance of the claim and non replacement of lost or damaged goods.
4.10 Delivery may be made by any size van, if there is a concern about access to a delivery address, this must be made clear at time of order.
4.11 The Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labour for off-loading the products. Delivery will be kerb side only.
5.1 The quantity of any consignment of Goods as recorded by the Company upon dispatch 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.
5.2 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 48 hours of the date when the Goods would in the ordinary course of events have been received.
5.3 Any liability of the Company for non-delivery of the Goods shall be limited to the delivery charge that the Buyer has paid in relation to the Goods, and the Company shall not be liable for any other direct, indirect or consequential loss as set out in condition 4.4
6.1 The Goods are at the risk of the Buyer from the time of delivery, if the Goods are delivered to the Buyer’s premises. If Goods are to be delivered to an address nominated by the Buyer or the delivery of Goods takes place at the Company’s premises the risk will pass to the Buyer at the time they are loaded onto a vehicle for transport from the Company’s premises.
6.2 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:
6.2.1 the Goods; and
6.2.2 all other sums which are or which become due to the Company from the Buyer on any account.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
6.3.1 hold the Goods on a fiduciary basis as the Company's bailee;
6.3.2 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;
6.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
6.3.4 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.
6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
6.4.1 any sale shall be effected in the ordinary course of the Buyer's business at full market value; and
6.4.2 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.
6.5 The Buyer's right to possession of the Goods shall terminate immediately if:
6.5.1 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
6.5.2 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
6.5.3 the Buyer encumbers or in any way charges any of the Goods.
6.6 The Buyer agrees to notify the Company within 5 days if any of the events set out in Condition 6.5 takes place.
6.7 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.
6.8 The Buyer grants the Company, its agents and employees an irrevocable license 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.
6.9 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.
6.10 On termination of the Contract, howsoever caused, the Company's (but not the Buyer's) rights contained in this condition 6 shall remain in effect.
6.11 All point of sale will remain the property of the Company. No other product may be displayed on the point of sale and the Company has the right to withdraw the point of sale at any time without notice.
7.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company's price list published on the date of delivery or deemed delivery.
7.2 In the event that a price is agreed by the Company in writing the quotation given to the Buyer is given subject to these Terms and Conditions. A quotation is an invitation to treat and does not constitute an offer to sell.
7.3 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.
7.4 The Company reserves the right to change price without notification.
8.1 Unless otherwise agreed in writing, payment shall be due before the Delivery Date and time for payment shall be of the essence.
8.2 No payment shall be deemed to have been received until the Company has received cleared funds.
8.3 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
8.4 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.
8.5 If the Buyer fails to pay the Company any sum due pursuant to the Contract:
8.5.1 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 4% above the base lending rate from time to time of the Bank of Scotland, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
8.5.2 The Company may suspend all future deliveries of the Goods to the Buyer.
9.1 Where the Company is not the manufacturer of the Goods, the Company shall endeavor to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.
9.2 The Company warrants that (subject to the other provisions of these conditions) upon delivery of the Goods shall:
9.2.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
9.2.2 be reasonably fit for use as wooden flooring.
9.3 The Company shall not be liable for a breach of any of the warranties in condition 9.2 unless:
9.3.1 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 48 hours of the time when the Buyer discovers or ought to have discovered the defect; and
9.3.2 the Company is given a reasonable opportunity after receiving the notice of examining such 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.
9.4 The Company shall not be liable for a breach of any of the warranties in condition 9.2 if:
9.4.1 the Buyer makes any further use of such Goods after giving such notice; or
9.4.2 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
9.4.3 the Buyer alters or repairs such Goods without the written consent of the Company.
9.5 Subject to condition 9.3 and condition 9.4, if any of the Goods do not conform with any of the warranties in condition 9.2 the Company shall 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.
9.6 If the Company complies with condition 9.5 it shall have no further liability for a breach of any of the warranties in condition 9.2 in respect of such Goods.
10. Returns policy
10.1 Goods returned by the Buyer because of a defect will be refunded in full including a refund of the delivery charges for sending the Goods to the Buyer and then sending the Goods back to the Company. The Company will notify the Buyer of a refund by post at the address that was supplied to the Company when the order was placed within a reasonable period of time. All returned packs must be complete as supplied.
10.2 In the event that the Buyer returns Goods and if the Goods are not defective the Company is not under any obligation to accept the cancelation of an order nor shall the Company be obliged to accept a return of Goods. If the Company decides at its discretion to accept such a cancelation or return it may levy such charges as are deemed reasonable to cover any costs associated with the cancelation or refund.
10.2.1 Restocking charge 25% of total goods value, minimum charge of £100 per order.
10.2.2 Collection costs from site: £80 per order up to 100m2, £60 per 100m2 o part thereafter.
10.2.3 Goods not ready at time of collection: £60 per attempt will be deducted from all credits issued.
10.2.4 we will not credit any open packs
10.2.5 We will charge for sorting & disposal of open packs and/or damaged material returned at a rate of £5m2.
10.2.6 All returned goods must be returned clearly labeled with the original delivery number
10.2.7 Goods that are being returned due to delivery damage or product issues will only be credited if they are correctly stored and properly packaged prior to return
10.2.8 Returned goods will be checked for moisture content on arrival, it is important that gods are stored in dry conditions. Goods returned with a moisture content higher than 10% will not be credited.
10.2.9 We do not collect or credit any material 30 calendar days after the original delivery
10.2.10 We advise that you obtain a name, signature & date from whomsoever accepts goods for return.
10.3 If Goods are made or modified in accordance to a Buyer’s specification or if they are clearly personalised in any way they cannot be returned to the Company and the Buyer is not entitled to a refund.
11. Limitation of liability
11.1 Subject to condition 4, condition 5 and condition 9, 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:
11.1.1 any breach of these conditions;
11.1.2 any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
11.1.3 any representation, statement or tortuous act or omission including negligence arising under or in connection
with the Contract.
11.2 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.
11.3 Nothing in these conditions excludes or limits the liability of the Company:
11.3.1 for death or personal injury caused by the Company's negligence; or
11.3.2 under section 2(3), Consumer Protection Act 1987; or
11.3.3 for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
11.3.4 for fraud or fraudulent misrepresentation.
11.4 Subject to condition 11.2 and condition 11.3:
11.4.1 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
11.4.2 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.
12.1 The Company may assign the Contract or any part of it to any person, firm or company.
12.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
13. 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 180 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
14. Intellectual Property
14.1 The Buyer will not make any modification to the Goods or their packaging nor later remove or tamper with any trade marks used on or in relation to the Goods
14.2 Any display equipment supplied to the Buyer whether under these Terms and Conditions or pursuant to any other Contract involving the Company and the Buyer will not be used for any purpose other than the display, promotion or sale of the Goods
14.3 No right or license is granted to the Buyer in respect of the Intellectual Property Rights of the Company, except the right to use or re-sell the Goods in the Buyer’s ordinary course of business.
14.4 The Buyer will not, without the Company’s former consent allow any trade marks of the Company or other words or marks applied to the Goods to be obliterated, obscured or omitted nor add any additional marks or words.
15.1 The Company may by notice in writing served on the Buyer terminate the Contract forthwith if the Buyer:
15.1.1 fails to make payment by the due date
15.1.2 the termination of the contract howsoever arising is without prejudice to the rights, duties and liabilities of either the buyer or the company accrued prior to termination the provisions of these Terms & Conditions which expressly or implied have effect after termination will continue to be enforceable notwithstanding termination.
15.1.3 The company will be entitled to suspend any deliveries otherwise due to occur following service of a notice specifying a breach until either the breach is remedied or the Contract terminates, whichever occurs first.
16.1 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.
16.2 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.
16.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the contract shall not be contstrued as a waiver of any of its rights under the Contract.