Terms & Conditions
1. DEFINITIONS
‘the Buyer’ means the person or organisation placing an order with the Company subject to these terms and conditions; ‘the Company’ means Winscombe Furniture Limited; ‘the Goods’ means the goods which are the subject matter of the quotation.
2. GENERAL
2.1 Any Goods sold by the Company will be sold on these terms and conditions unless otherwise agreed in writing by a director of the Company.
2.2 These terms and conditions will precede the Buyer’s terms and conditions and will be conclusive where there is any inconsistency between the two.
2.3 These terms and conditions will supersede all and any previous agreements between the parties, information appearing in any sales brochure, or other documentation produced by the Company.
3. PRICE
3.1 The price quoted for any Goods will be confirmed in writing to the Buyer on receipt of confirmation of the Buyer’s order.
3.2 Any price quoted will be open to acceptance by the Buyer for a period of 21 days. After such time the Company reserves the right to re-quote for the Goods
3.3 Prices quoted for the Goods will be given for entire orders, and the Company may refuse any order which comprises only part of the order quoted for.
3.4 The Company will not be liable for any change in price between quotation and order or order and delivery due to circumstances beyond the Company’s control.
3.5 All prices quoted will be exclusive of packing, carriage, duties, and VAT.
3.6 Delivery prices quoted are for the UK mainland only and exclude the Scottish Lowlands & Highlands, Grampians, Shetlands, offshore islands, Northern Ireland, and countries outside the UK., an additional carriage will be levied but agreed at the time of ordering.
3.7 Every effort is made to ensure the prices stated on the website are correct, should an error on price occur, and an order is placed, you will be informed and given the option of continuing the order at the correct price or cancelling the order. All prices are subject to VAT.
4. PAYMENT
4.1 All deliveries will be subject to the receipt of cleared funds before the proposed delivery date, and the company may only deliver the Goods if payment has been made in full at that time of order.
FULL payment is required at the time of ordering by Card, Bank Transfer (BACS).
4.2 The Company will write to the Buyer to confirm any order for the Goods. At that time, the Buyer must return a signed copy confirmation and arrange full payment of the agreed price within 5 days of the date of the order confirmation by one of the following methods: Bank Transfer (BACS), CHAPS, Mastercard, Visa, or Debit Card.
4.3 If the proposed delivery date is within 14 days of the date of order confirmation, then the total amount of the price will be payable within 5 days of the date of the confirmation.
4.4 The seller’s website is an offer to treat only. Any contract shall consist of the buyer’s order and the seller’s acceptance thereof. Any order accepted by the seller shall be subject to the seller’s conditions of sale and no other conditions shall apply unless expressly agreed in writing by the seller.
4.5 Your order is an offer to buy from us, once you place an order, we will send you an email to confirm that we have received your order. There will be no contract of any kind between you and us until we take full payment from you. A binding agreement will come into force between you and us when we email you to confirm receipt of payment. At any point up until then, we may decline to supply the goods to you without giving any reason. If we take payment and subsequently fail to dispatch the goods for any reason, we will refund you in full.
4.6 You accept the accuracy of any orders placed with us. It is your responsibility to check your order acknowledgement/pro-forma invoice and immediately advise of any inaccuracies or necessary amendments.
4.7 The prices payable for the items that you order are clearly set out on the Site. If, by mistake, we have under-priced an item or a collection of items, we will not be liable to supply an item to you at the stated price provided that we notify you before we dispatch the item concerned.
4.8 Our prices are calculated based on current costs including the cost of materials, labour, delivery, insurance and other costs. We reserve the right to increase our prices at any time up to despatch of an order arising from any factor beyond our control including any increase in our costs. Please note also that we reserve the right to increase our prices in the event that you request any change or variation in the goods or services supplied and that we are not obliged to accept any such request.
4.9 We take security seriously and we use 2048bit SSL encryption to safeguard the information you transmit to us over the internet. Our Payments are fully PCI compliant, so no payment details are stored by us.
5. DELIVERY
5.0 All prices are expressed exclusive of any VAT payable unless otherwise stated.
5.1 If for any reason beyond our reasonable control, we are unable to supply a particular item, we will not be liable to you except to ensure that you are not charged for that item.
5.2 We remind you that we are under a legal duty to supply goods which are in conformity with our contract with you.
5.3 The proposed delivery date will be agreed upon on confirmation of the order.
5.4 Whilst the Company will endeavor to deliver the Goods on the Delivery Date, it cannot be liable for any delay in the delivery. Therefore, the Delivery Date should be regarded as an estimate only and may be changed by notification of the Company to the Buyer.
5.5 A sole driver makes all standard deliveries, and deliveries are made tailgate i.e., the driver may assist in unloading from the vehicle but will not be responsible for lifting or carrying the Goods into the Buyer’s premises. Unless otherwise agreed at the time of order confirmation the Buyer must ensure that they have the resources available to do so.
5.6 If agreed at the time of order confirmation, additional members of the Company’s staff may be made available to assist with installations. The hours worked will be calculated from the time the member of staff leaves the Company’s premises until such time as they return.
5.7 Where Goods are delivered in installments or by part delivery, the Buyer will not be entitled to treat the delivery of faulty Goods, or the late delivery of Goods, in one installment or part delivery as a repudiation of the entire contract.
5.8 Where a dispatch address has not been agreed upon, and the Buyer fails to notify the Company of the address for delivery within fourteen days of having been notified that the Goods are ready for delivery, the Company shall be entitled (but not bound) to store the Goods at any location at the Buyers expense and risk.
5.9 The Buyer shall be entitled to replacement Goods where the Goods have been damaged during transportation. The Buyer must notify the Seller of the damage within 24 hours of delivery.
6. TERMINATION
6.1 The Company shall be entitled without prejudice to its other rights and remedies to terminate immediately in writing every contract it has with the Buyer or to suspend any further delivery of the Goods under any or every contract it has with the Buyer if:
6.1.1 any debt is due and payable by the Buyer to the Company and remains unpaid;
6.1.2 the Buyer has failed to provide any letter of credit bill of exchange or any other security required by the Company;
6.1.3 the Buyer has rejected, returned, or failed to take delivery of the Goods or part of them otherwise than in accordance with these Terms and Conditions;
6.1.4 the Buyer becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986;
6.1.5 the Buyer being a corporate body, has:
6.1.5.1 received notice (either written or oral) that an Administrative Receiver or other Receiver or Manager is to be or has been appointed in respect of its undertaking or a material part thereof or other property or assets;
6.1.5.2 received notice (either written or oral) that a petition to wind up the buyer is to be or has been presented under Section 124 of the Insolvency Act 1986 or otherwise or a notice (either written or oral) of a proposal to pass a Resolution to wind up the Buyer (including any proposal by the Buyer so to do);
6.1.5.3 decided to make a voluntary arrangement or composition with its creditors;
6.1.5.4 become unable to pay its debts as such expression is defined by the Insolvency Act 1986; or
6.1.5.5 received notice (either written or oral) of anything analogous to the above under foreign law or that proceedings have been instituted under foreign law.
6.1.6 the Buyer being an individual or a partnership, has:
6.1.6.1 become unable to pay its debts as such expression is defined in the Insolvency Act 1986;
6.1.6.2 suspended any payment to the Company in whole or part;
6.1.6.3 proposed or entered into any composition or arrangement with his creditors;
6.1.6.4 had a receiving order in bankruptcy made against him; or
6.1.6.5 received notice (either written or oral) of anything analogous to the above under foreign law.
7 RISK AND TITLE TO GOODS
7.1 The risk in the Goods passes to the Buyer upon delivery.
7.2 Notwithstanding the passing of risk, property in the Goods shall remain vested in the Company and shall only pass from the Company to the Buyer upon full payment being made of all sums due to the Company from the Buyer in respect of those Goods.
7.3 If the Buyer sells the Goods to a third party who then has a valid title to the Goods, the Buyer shall be the trustee for the Company of the proceeds of such sale or to the claim for such proceeds. The Buyer shall place such proceeds in a separate bank account, and the Company’s rights under this sub-clause shall attach to the proceeds of such sale. Nothing shall constitute the Buyer the agent of the Company for the purposes of any such sub-sale.
7.4 Unless and until payment in full is received, the Company may at any time repossess the Goods, enter the Buyer’s premises, and remove the Goods (and dispose of the same as it may decide). The Buyer shall keep such Goods as fiduciary agent and bailee for and on behalf of the Company and shall keep such Goods separate and identifiable for this purpose.
7.5 Any implied authority that the Buyer shall be entitled to sell the Goods and pass the property in them to third parties in the ordinary course of its business or sell such products will continue until otherwise notified in writing by the Company or until the happening of any of the events set out in Clause 5.
8 PAYMENT
8.1 Unless otherwise stated, payment is strictly net cash to be made on the due dates for payment stated on the order acknowledgment and as to the final payment within five (5) working days of the order acknowledgement/pro-forma invoice date and, in any event, 10 days before delivery.
8.2 If any payment is not made in full by any of the due dates, the Company reserves the right to charge interest to the Buyer at the rate of 4% per annum above the base rate for the time being of HSBC Bank Plc on the unpaid balance (such interest to accrue on a day-to-day basis from any due date as well after as before any judgment).
9 LIABILITY
9.1 The Company undertakes that if within one month from the date of dispatch from the premises of the manufacturer, the Goods or part of them are proved to the Company’s satisfaction to be defective or materially not in accordance with the order acknowledgment, the Company will replace the Goods or part of them at the address where the Goods were previously delivered provided that the Buyer shall give notice to the Company of any alleged defect or non-compliance within that period of one month and shall allow the Company (or its agents’ employees or representatives) to inspect the Goods and investigate the complaint. The Buyer must not return the Goods or part of them to either the Company or the manufacturer unless the Company has agreed in writing to accept their return to itself or to the manufacturer.
9.2 Save where liability may not be excluded or limited by contract between the contracting parties, the Company shall not be liable for loss of profit, damage or for any expenditure incurred on the Goods supplied or any consequential or special loss or damage sustained by the Buyer because of any breach by the Company arising from any act or default of the Company howsoever arising.
10 FORCE MAJEURE
10.1 Should the manufacture, supply, or delivery of any of the Goods be prevented at or from the manufacturer, or any independent carrier is prevented or hindered directly or indirectly from transporting the Goods due to any other cause whatsoever beyond the reasonable control of the manufacturer or the Company then any estimated or expressly agreed date for delivery of the Goods shall be extended for a reasonable period of time having regard to the effect of the delaying cause on the manufacture or supply of the Goods.
10.2 If the period of such extension in sub-clause 10.1 exceeds three months, the Company may cancel any orders not delivered after or during this period of the extension.
11 WITHHOLDING PAYMENT
11.1 The Buyer shall not withhold payment for any Goods supplied to it by the Company by set-off in connection with any dispute claim or counter-claim the Buyer has with or has made against the Company or the manufacturer.
12 SAFETY INSTRUCTIONS
12.1 The Buyer undertakes with the Company that it will ensure compliance so far as is reasonably practicable by its employee’s agents, licensees, and customers with any instructions given by the Company for the purpose of providing that the Goods will be safe and without health risk when properly used and will take any other steps or precautions having regard to the nature of the Goods as are necessary to preserve the health and safety of persons handling, using, assembling or disposing of them.
13 CANCELLATIONS BY THE BUYER
13.1 The Buyer has no right to cancel or postpone any contract under these terms and conditions after the Company has issued its order acknowledgment.
13.2 If the Buyer purports to do so (without prejudice to any other rights of the Company in connection with such purported cancellation or postponement), the Buyer shall compensate the Company for all costs, charges, and expenses incurred by the Company, including loss of profit because of such cancellation or postponement.
14 LEGAL INTERPRETATION
14.1 Any contract to which these terms and conditions apply shall be governed and construed in accordance with English Law. Any dispute arising out of or in connection with such contract shall be determined exclusively by the English Courts.
15 SEVERANCE AND WAIVER
15.1 If any part of these terms and conditions is ineffective for any reason, the remainder shall constitute the terms and conditions binding upon the parties.
15.2 Failure or neglect by the Company to enforce at any time any of the terms and conditions shall not be construed as nor be deemed to be a waiver of the Company’s rights hereunder, nor shall such failure or neglect in any way affect the validity of the whole or any part of these terms and conditions and the Company’s right to take subsequent action shall not be prejudiced thereby.
16 NOTICE
16.1 Any notice approval or other communication to be given hereunder either to the Company or the Buyer shall be delivered or sent by first class post to the Company at its registered office address or to the Buyer at the address on order. Any such notice approval or other communication shall be deemed to have been served if delivered at the time of delivery or if posted at the expiration of forty-eight hours after the envelope containing the same shall have been put into the post. In proving such service, it shall be sufficient to prove that delivery was made or that the envelope containing such notice was properly addressed and posted as a pre-paid first-class recorded delivery letter.
17 WEBSITE
17.1 Prices and specifications quoted on our website are subject to change at any time, for any reason, and we will not be obliged to supply goods at the price and specification set out on our website.
17.2 Please note that all descriptions, specifications, drawings, photos and details of weights and dimensions which are included in our materials are approximate only.
17.3 Such descriptions whilst given as a guide, in good faith, are subject to alteration by the seller without notice, in particular all weights and dimensions are approximate only.
17.4 All maximum load capacities stated are for evenly distributed loads only.
17.5 Please note also that it is virtually impossible to accurately portray the precise colour of goods in an internet image, due to differing screen resolutions, monitor capabilities, and variations from batch to batch. We endeavour to give the best portrayal of colour, but we cannot accept colour or shade differences as evidence of defects.
18. SEVERABILITY
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
