Hardwood Products Direct Limited Trading Terms and Conditions for Goods and Services

1. DEFINITIONS
1.1. In these Conditions, unless the context otherwise requires:
"Conditions" means these Conditions of Sale;
"Contract" means the contract for sale of Goods between the Supplier and the Customer incorporating these Conditions;
"Customer" means the person, firm or company buying Goods from the Supplier;
"Goods" or “Products” means the goods and services being supplied to the Customer by the Supplier;
"Supplier" means Hardwood Products Direct Limited trading as Hardwood Products Direct, or HPD.
“writing” means communication in the English language, in a visible script, capable of being transferred to paper whether in electronic, including but not limited to email, or other form.
1.2. Any reference in these Conditions to any provision of a Statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3. The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. FORMATION OF CONTRACT
2.1. These Conditions are the only terms and conditions on which the Supplier contracts for the supply of Goods.
2.2. These Conditions may only be varied in writing signed by a duly authorised representative of the Supplier and of the Customer.
3. BASIS OF THE SALE AND/OR SUPPLY OF THE PRODUCTS
3.1. The Supplier shall sell and the Customer shall purchase the Products in accordance with any written quotation of the Supplier which is accepted by the Customer, or any written order of the Customer which is accepted by the Supplier, subject in either case to these Conditions, which shall govern the Contract to the exclusion of all other terms and conditions, express or implied, by Statute or otherwise, subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made by the Customer.
3.2. No variation to these Conditions shall be binding unless in writing and signed by a Director of the Supplier.
3.3. The Supplier's employees or agents are not authorised to make any representations concerning the Products unless confirmed by a Director of the Supplier in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed in writing.
3.4. Any advice or recommendation given by the Supplier or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Products which is not confirmed in writing and signed by a Director of the Supplier is followed or acted upon entirely at the Customer's own risk, and accordingly, the Supplier shall not be liable for any such advice or recommendation which is not so confirmed.
3.5. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
4. ORDERS AND SPECIFICATIONS
4.1. No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed as accepted by the Supplier's authorised representative.
4.2. The Customer shall be responsible to the Supplier for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving the Supplier any necessary information relating to the Products within a sufficient time to enable the Supplier to perform the Contract in accordance with its terms.
4.3. The quantity, quality and description of, and any specification for, the Products shall be those set out in the Supplier's quotation (if accepted by the Customer) or the Customer's order (if accepted by the Supplier). The customer will accept that quantities are subject to variation to the quotation, due the variance of internal dimensions of supplied containers for shipping. Any such variance will be corrected on the final invoice, paid prior to shipping.
4.4. If the Goods are to be manufactured or any process is to be applied to the Products by the Supplier in accordance with a specification submitted by the Customer, the Customer shall fully indemnify the Supplier against all losses, damages, costs and expenses awarded against or incurred by the Supplier in connection with, or paid or agreed to be paid by the Supplier in settlement of, any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person as a result of the Supplier manufacturing, or applying such process to, the Goods in accordance with the specification supplied by the Customer.
4.5. The Supplier reserves the right to make any changes to the specification of the Products which are required in order to conform to any applicable safety or other statutory requirements or, where the Products are to be supplied to the Supplier's specification, which do not materially affect their quality or performance.
4.6. No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in Writing of the Supplier and on terms that the Customer shall indemnify the Supplier in full against all losses (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred.
5. PRICE OF THE PRODUCTS
5.1. The price of the Products shall be the Supplier’s quoted price or, where no price has been quoted, the Supplier’s list price at the time of the quotation.
5.2. The Supplier reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Products to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, increase in the costs of labour, materials or other costs of manufacture, any change in delivery dates, quantities or specifications for the Products which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.
5.3. Except as otherwise stated under the terms of any quotation or in any price list of the Supplier, and unless otherwise agreed in writing between the Customer and the Supplier, all prices are given by the Supplier on an ex-works basis (FOB), and where the Supplier agrees to deliver the Products otherwise than at the Supplier's premises, the Customer shall be liable to pay the Supplier's charges for transport, packaging and insurance.
5.4. The price is exclusive of any applicable value added tax, and any other duties or taxes which the Customer shall be additionally liable to pay to the Supplier.
5.5. The cost of pallets and returnable containers will be charged to the Customer in addition to the price of the Products, but full credit will be given to the Customer provided that they are returned undamaged to the Supplier within 14 days.
6. PAYMENT
6.1. Unless otherwise agreed, the Supplier will submit invoices for the Goods and Services according to the following schedule:
6.1.1. 30% with order (Pro-forma Invoice).
6.1.2. 70% on advice of delivery to port (ready for shipment from manufacturer). Shipment will not be made until payment has been received (cleared funds).
6.2. The Supplier reserves the right to charge interest on any overdue payment at the rate of 4% per annum above the Base Rate of HSBC Bank Plc for the time being in effect, calculated in a daily basis on the outstanding balance from the due date until the date that payment is credited to the Supplier's bank account.
6.3. Notwithstanding clause 6.2, the Supplier, without affecting any other remedy which it may have, will be entitled to cancel the Contract and/or suspend any further deliveries of Goods if any payment is not made on the due date by the Customer. Additional costs for late payment, such as demurrage and Port & Shipping Line charges will be charged to the customer.
6.4. In the case of Goods sold for export, unless otherwise agreed, payment will be made by way of irrevocable letter of credit confirmed by a bank in England or Isle of Man, in accordance with the INCO Terms 1990 drawn in favour of the Supplier's bank, details of which will have been supplied to the Customer.
6.5. Where the Customer is entitled to a discount for prompt payment, this will be specified in the Contract.
6.6. Payment for all Goods shall be in Sterling or Euros or other currency as specified on the quotation.
7. DELIVERY
7.1. All delivery dates given by the Supplier are given in good faith but the Supplier will not have any liability to the Customer for any delay in delivery. Further, when any of the Goods are ordered by the Supplier from a third party, the Supplier shall use its reasonable endeavours to procure delivery but the Supplier shall have no liability to the Customer for any defect in or misdelivery of goods by that third party.
7.2. The Supplier will notify the Customer when the Goods are ready for acceptance.
7.3. The Customer will be responsible for testing Goods upon delivery and it is a condition of the Contract that any defect in Goods at delivery are notified to the Supplier in writing within 3 working days from the delivery date. Goods supplied on an FOB basis are responsible for inspection/testing prior to containerisation & shipping, by the customer or their appointed agent, by prior arrangement.
7.4. Customers who receive goods on an imported basis (not FOB), packed in a container, shall be responsible for unpacking the container in a timely manor, upon arrival, and complete unpacking within the time allowed by the shipping/haulage company. Charges incurred as a result of not unpacking the container within the allocated time will be charged to the customer.
8. PROPERTY AND RISK
8.1. The risk of loss or damage to the Goods passes to the Customer upon delivery or 7 days after the Supplier has notified the Customer that the Goods are ready for collection at its premises if the Customer has failed to collect them.
8.2. Ownership in the Goods will remain with the Supplier until payment in full of all amounts due to it from the Customer has been received by the Supplier.
8.3. Until ownership passes to the Customer, the relationship between the Supplier and the Customer will be that of bailor and bailee and the Customer will be responsible for the safe custody and insurance of the Goods.
8.4. Until ownership passes, the Customer, having taken delivery, will keep the Goods identified as the property of the Supplier and the Supplier will be entitled to enter premises where the Goods are stored and recover them.
8.5. No re-sale of the Goods by the Customer shall take place until payment is made in full to the Supplier, nor will the Customer be entitled to incorporate any of the Goods in other materials or products without the prior written consent of the Supplier.
9. WARRANTIES AND LIABILITY
9.1. Where the Products are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976), the statutory rights of the Customer are not affected by these Conditions.
9.2. Subject to the provisions set out below, the Supplier warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of twelve months from delivery in respect of new Goods and one month in respect of second-hand Goods.
9.3. Subject to the provisions set out below, the Supplier warrants that the Services will be provided using reasonable care and skill.
9.4. The above warranties are given by the Supplier subject to the following conditions:
9.4.1. the supplier shall be under no liability in respect of any defect in the Products arising from any drawing, design or specification supplied by the Customer;
9.4.2. the Supplier shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Supplier's or the manufacturer’s instructions (whether oral or in writing) or misuse, alteration or repair of the Products without the Supplier's prior written approval; and
9.4.3. the Supplier shall be under no liability under the above warranties (or any other warranty, condition or guarantee) if the total price for the Products has not been paid by the due date for payment.
9.5. The warranty set out in clause 8.2 above does not extend to parts, materials or equipment not manufactured by the Supplier, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer.
9.6. Subject as expressly provided in these Conditions, and except where the Products are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.7. Any claim by the Customer which is based on any defect in the quality or condition of the Products or their failure to correspond with their specification shall (whether or not delivery is refused by the Customer) be notified to the Supplier in writing within seven days from the date of delivery or, where the defect or failure was not apparent on reasonable inspection, within seven days of the discovery of the defect or failure. If delivery is not refused, and the Customer does not notify the Supplier accordingly, the Customer shall not be entitled to reject the Products and the Supplier shall have no liability for such defect or failure and the Customer shall be bound to pay the price as if the Products had been delivered in accordance with the Contract.
9.8. Where any valid claim in respect of any of the Products which is based on any defect in the quality or condition of the Products or their failure to meet their specification is notified to the Supplier in accordance with these Conditions, the Supplier shall be entitled to replace the Products (or a part thereof) free of charge or, at the Supplier's sole discretion, refund to the Customer the price of the Products (or a proportionate part of the price), but the Supplier shall have no further liability to the Customer.
9.9. Except in respect of death or personal injury caused by the Supplier's negligence, or liability for defective products under the Consumer Protection Act 1987, the Supplier shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (and whether caused by the negligence of the Supplier, its employees or agents or otherwise) which arise out of or in connection with the supply of the Products (including any delay in supplying or any failure to supply the Products in accordance with the Contract or at all) or their use or resale by the Customer, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the price of the Products, except as expressly provided in these Conditions.
9.10. The Supplier shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier's obligations in relation to the Products, if the delay or failure was due to any cause beyond the Supplier's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Supplier's reasonable control:
9.10.1. Act of God, explosion, flood, tempest, fire or accident;
9.10.2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;
9.10.3. acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority or other body or organisation;
9.10.4. import or export regulations or embargoes;
9.10.5. strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Supplier or of a third party);
9.10.6. difficulties in obtaining raw materials, labour, fuel, parts or machinery;
9.10.7. power failure or breakdown in machinery.
10. FORCE MAJEURE
10.1. The Supplier will not have any liability to the Customer if it is prevented from performing the Contract on account of force majeure which includes, but is not limited to, extreme weather conditions, act of God, war, terrorism, strikes or difficulty in obtaining Goods, materials and labour. In any of these circumstances, the Supplier reserves the right to cancel the Contract.
11. GENERAL
11.1. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing and addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
11.2. No waiver by the Supplier of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.3. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
11.4. The supplier reserves the right to amend these Conditions and/or the Contract at any time.
11.5. The Supplier will take all reasonable precautions to keep the details of the Contract and payment therefore secure, but, unless the Supplier is negligent, the Supplier will not be liable for unauthorised access to information supplied by the Customer.
12. SEVERANCE
12.1. If any provision of these Conditions is held by a court to be unenforceable, the remaining provisions of the Contract will continue in effect.
13. GOVERNING LAW
13.1. The Contract shall be governed by the laws of England.
14. DISPUTES
14.1. Any dispute between the parties which cannot be resolved between them, shall, on the application of either party be referred to mediation with a mediator appointed in accordance with the CEDR (Centre for Effective Dispute Resolution) Mediation Rules then in force.
14.2. Any dispute which is not settled by mediation shall be finally determined by the courts of England and Wales and the parties agree to submit to the jurisdiction of those courts.