DEFINITIONS In these Terms of Sale, these words and expressions shall have the following meanings: “The Seller” means DENBIGH TIMBER PRODUCTS – Company Registration number 4614222
“The Buyer” means the person or persons seeking to purchase Goods from The Seller.
“The Goods” means the goods or when the context permits, services to be supplied by The Seller.
“Company Signatory” means a person authorised by The Seller.
“The Terms” means the terms set out in these documents and any special terms agreed in writing between a Company Signatory and The Buyer.
“The Contract” means the contract for the supply of Goods incorporating these Terms.”Terms of Sale” means these conditions of sale form the whole agreement between The Seller and The Buyer and shall not be removed or varied in any way. No other express terms, written or oral, shall be incorporated into this contract.
THE CONTRACT 2.1 All orders are accepted by The Seller only under these Terms and they may not be altered – other than with the written agreement of a Company Signatory. 2.2 Orders may be cancelled only with the agreement of a Company Signatory and You will indemnify The Seller against all costs, claims, losses or expenses incurred as a result of that cancellation. 2.3 The Buyer shall be responsible to The Seller for ensuring the accuracy of the terms of any order including any orders for goods of non-standard sizes and style 2.4 It is The Buyers responsibility to be fully conversant with the nature and performance of the Goods, including any harmful or hazardous effects their use may have. 2.5 Whilst The Seller will take every precaution in the preparation of The Sellers brochures, price lists and other literature, these documents are for general guidance only and statements included in these documents (in the absence of fraud on our part) shall not constitute representations by The Seller and We shall not be bound by them. 2.6 The Seller shall not be liable in respect of any misrepresentation made by The Seller, The Sellers employees or agents to The Seller or representative of the Seller as to the condition of the Goods, their fitness for any purpose or as to quantity or measurements, unless the representation is confirmed in writing by the Company Secretary or is fraudulent.
PRICE OF GOODS 3.1 The price of the goods shall be the price stated in The Seller’s written quotation. The quotation is based on the price at the time of the quotation. The company reserves the right to vary the quoted price at any time to reflect any delay, change in quantities, specification or the cost of the goods to the company. 3.2 Unless otherwise expressly stated in writing, all prices are exclusive and are, therefore, subject to VAT.
DELIVERY 4.1 Delivery shall take place when the goods are collected from our premises or delivered by The Seller to The Buyer. 4.2 Delivery is deemed to take place on the handing over of a delivery order/note by The Seller to The Buyer 4.3 Dates for delivery are given in good faith and are approximate only and not of any contractual effect. If the dates cannot be met for any reason, then no liability shall rest with The Seller for any losses incurred. 4.4 The Seller may deliver by installments. The Buyer will be invoiced upon receipt of each installment. You shall not be entitled to repudiate the contract by virtue of the fact that we have failed to deliver one installment or one installment is late. Time of delivery is no essence to the contract. 4.5 Late delivery of the goods does not entitle the Buyer to Reject the Goods and / or Terminate the Contract and/ or Withhold payment of any part of the Contract Price 4.6 The Seller will deliver to the address given by The Buyer. 4.7 If for any reason, we are unable to deliver the goods and they have to be returned to our premises, then we reserve the right to impose an additional charge. 4.8 The Seller reserves the right not to deliver any goods and our drivers have full discretion not to deliver goods, if they consider it dangerous or for any other reason inappropriate to do so. It shall be your responsibility to ensure a safe and appropriate place for the delivery of the goods. You will be responsible for any costs or loss incurred as a result of your failure to do so.
INSPECTION OF GOODS 5.1 The Buyer shall inspect the Goods at the place and time of unloading or collection 5.2 If there is a short delivery, The Buyer must advise The Buyer by telephone immediately and give Us written notice within three working days of unloading. If you do not give The Seller that notice within that time, the Goods will be deemed to have been delivered in the quantities shown in the delivery documents. 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. Our liability for short delivery is limited to making good the shortage. 5.3 If You, The Buyer fail to give Us that notice within that time, the Goods will be deemed to have been accepted and You shall not be entitled, and irrevocably and unconditionally waive any rights to reject the Goods.
PAYMENT 6.1 The Seller may invoice The Buyer for the price of the goods where delivery takes place at The Seller’s place of business, on or at any time after The Seller notifying The Buyer the goods are ready for collection and / or where delivery is to take place at any other place or at any time after The Seller delivering or tendering delivery of the goods to The Buyer. 6.2 Unless the sale is for cash, or other credit terms have been agreed in writing with a Company Signatory, The Buyer must pay the price of the goods within the period of 30 days beginning with the date on which The Seller issues the invoice. 6.3 We will accept payment of accounts by Credit Card subject to a 2% surcharge. 6.4 The Seller reserves the rate to charge interest at the rate of 8% per annum on all overdue accounts from the due date as in clause 5.2 until the date of payment after, as well as before, judgment. 6.5 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 dispatched in which case delivery will not be effected until We are in receipt of security or cleared funds as requested by Us. 6.6 In the case of short delivery, You will remain liable to pay the full invoice price of all Goods delivered or available for delivery. 6.7 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. 6.8 The Seller shall be entitled at all times to set off any debt or claim of whatever nature which We may have against The Buyer against any sums due from US to You.
CANCELLATION AND/OR RETURN OF GOODS 7.1 The Buyer will not be entitled to return goods without first obtaining the express and written authorisation from The Seller. 7.2 No goods may be returned after the expiration of three months from the date of delivery or collection. 7.3 In any event, no goods which have been specially ordered, manufactured or machined or non stock items can be returned. 7.4 If goods are to be returned, then the following additional provisions apply: – Goods must be re-sellable, a handling charge will be made and the invoice must be produced at the time of return.
PROPERTY / TITLE AND RISK 8.1 Risk in the Goods shall pass to The Buyer when the Goods are delivered. 8.2 The property in the Goods shall remain with The Seller until The Buyer pay all sums due to Us, whether in respect of this Contract or otherwise. 8.3 Until title passes: – 8.3.1 The Buyer shall hold the Goods as our fiduciary agent and bailee. 8.3.2 The Goods shall be stored separately from any other goods and You shall not interfere with any identification marks, labels, batch numbers or serial numbers on the Goods. 8.3.3 The Seller agrees that The Buyer may use, or agree to sell the Goods as principle and not as agents in the ordinary cause of your business subject to the express condition that at our direction, the entire proceeds of any sale or insurance proceeds received in respect of the Goods are held in trust for Us and not mixed with any other monies, or paid into an overdrawn bank account and, it shall, at times, be identifiable as our money. 8.4 The Seller shall be entitled, at any time, to recover any or all of the Goods in your possession to which we have title for that purpose, We, The Seller our employees or agents may, with such transport as is necessary, enter upon any premises occupied by You, The Buyer or to which You have access and where the Goods may be, or are believed to be, situated.
WARRANTY AND LIABILITY 9.1 Nothing in these Terms shall exclude or restrict our liability for death or personal injury resulting from our personal negligence or our liability for fraudulent misrepresentation. 9.2 The Seller shall not be liable by reason of any misrepresentation (unless fraudulent) or any breach of warranty condition or other term express or implied or any breach of duty (common law or statutory) or negligence for any damages whatsoever. Instead of liability in damages, We undertake liability under Clause 9.3 below. 9.3 Where but for the effect of Clause 9.2 of these Terms You would have been entitled to damages against Us, We shall not be liable to pay damages but subject to the conditions set out in Clause 10.4 below shall at our sole discretion, either repair the Goods at our own expense, or supply replacement Goods free of charge or refund all (or where appropriate part) of the price of the relevant Goods. 9.4 We shall not be liable under Clause 9.3: 9.4.1 if the Defect arises from wear and tear. 9.4.2 If the Defect arises from willful damage, negligence, abnormal working conditions, misuse, alteration or repair of the Goods, failure to follow British Standard or industry instructions relevant to the Goods, or storage of the Goods in unsuitable conditions (but this sub-clause shall not apply to any act or omission on our part). 9.4.3 Unless after discovery of the Defect We are given a reasonable opportunity to inspect the Goods before they are used, or in any way interfered with. For the avoidance of doubt, We acknowledge that the costs of suspending works are relevant to the determination of what is reasonable opportunity and this sub-clause shall not apply to any works affecting the Goods, which it may be reasonably necessary to carry out in the interests of safety and/or as emergency measures. 9.4.4 if the Defect would have been apparent on a reasonable inspection under Clause 5.1 and 5.2 of these Terms at the time of unloading, unless You advise Us by telephone immediately and written notice of any claim is given to Us within three working days of the time of unloading; or in any other case. 9.4.5 The Defect is discovered within four months from the date of delivery and We are given written notice of the Defect within three working days of it being discovered. 9.5 If the Goods are not manufactured by Us, or have been processed or milled by a third party – whether or not at your request – our liability, in respect of any defect in workmanship or materials of the Goods, will be limited to such rights against the manufacture or the third party as We may have in respect of those Goods. 9.6 If the Goods are manufactured, processed or milled by Us to the design quantity measurement or specification of You or your agents then: 9.6.1 Subject to Clause 9.1 of these Terms, We shall not be under any liability for damages whatsoever. Or under Clause 9.3 of these Terms as the case may be except in the event of: 18.104.22.168 fraudulent misrepresentation 22.214.171.124 misrepresentation where the representation was made or confirmed in writing by a Company Signatory 126.96.36.199 non-compliance with such design quantity measurement or specification 188.8.131.52 breach of a written warranty signed by a Company Signatory that the Goods are fit for that purpose; or 184.108.40.206 a claim maintainable against Us pursuant to Clause 9.1 of these Terms 9.6.2 You will unconditionally, fully and effectively indemnify Us against all loss damages costs on an indemnity basis and expenses awarded against, or incurred, by Us in connection with, or paid, or agreed to be paid, by Us in settlement of any claim for infringement of any patents, copyright design, trademark, or any other industrial or intellectual property rights of any other person. 9.6.3 You will further unconditionally, fully and effectively indemnify Us against all loss damages costs on an indemnity basis and expenses awarded against, or incurred by Us in connection with, or paid, or agreed to be paid, by Us in settlement of any other claim from any such manufacturing processing or milling, including – but not limited to – any Defect in the Goods. This indemnity will be reduced in proportion to the extent that such loss damage costs and expenses are due to our negligence. 9.7 You will unconditionally, fully and effectively, indemnify Us against all loss damages costs on an indemnity basis and expenses awarded against, or incurred by Us in connection with, or paid, or agreed to be paid by Us in settlement of any claim by any third party arising from the supply or use of the Goods. This indemnity will be reduced in proportion; to the extent that such loss damage costs and expenses are due to our negligence. 9.8 Without prejudice to any other provisions in these Terms: in any event, our total liability for any one claim, or for the total of all claims arising from any one act of default on our part (whether arising from our negligence or otherwise), shall not exceed the purchase price of the goods – the subject matter of any claim.
NON-PAYMENT AND / OR INSOLVENCY 10.1 Notwithstanding delivery and the passing of risk, property in and title to the goods shall remain with The Seller until The Seller has received payment of the full price of (a) all goods and / or services the subject of the contract and (b) all other goods and / or services supplied by us, The seller to you, The buyer under any contract whatsoever. Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between The Seller and The Buyer 10.2“Insolvent” means The Buyer becoming unable to pay your debts within the meaning of Section 123 of the Insolvency Act 1986; the levying or the threat of execution or distress on any of your property; the appointment of a receiver or administrative receiver over all, or any part, of your property; a proposal for a voluntary arrangement or compromise between You, The Buyer and your creditors, whether pursuant to the Insolvency Act 1986 or otherwise; the passing of a resolution for voluntary winding-up or summoning a meeting to pass such a resolution otherwise than for the purposes of a bona fide amalgamation or reconstruction, the presentation of a petition for your winding-up, of for an administration order in relation to You, The Buyer. If you, The Buyer suffer any analogous step or proceedings under foreign law or You are ceasing, or threatening to cease to carry on your business. 10.3 If you fail to pay the price for any Goods on the due date or fail to pay any sum due to Us under any contract on the due date or You, The Buyer become Insolvent or if You are a Limited Company or partnership and there is a material change in your constitution or You commit a material breach of this Contract and fail to remedy that breach, all sums outstanding between You, The Buyer and Us, The Seller shall become immediately payable, and We shall be entitled to do any one or more of the following (without prejudice to any other right or remedy We may 10.2.1 require payment in cleared funds in advance of further deliveries 10.2.2 cancel or suspend any further deliveries to You under any contract without liability on our part 10.2.3 without prejudice to the generality of Clause 8 of these Terms exercise any of our rights pursuant to that clause. 10.3 If We reasonably incur third party costs, such as tracing or debt collection agency costs, or seek to take legal proceedings to enforce our rights as a result of your breach of this Contract – including but not limited to – recovery of any sums due, You will reimburse Us such reasonable agency costs or legal costs incurred on an indemnity basis.
GENERAL 11.1 This Contract shall be governed and interpreted according to the Law of England and Wales and The Buyer agrees to submit to the non-exclusive jurisdiction of the English Courts. 11.2 The Seller 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. 11.3 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. 11.4 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. 11.5 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. 11.6 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.