TERMS AND CONDITIONS

1. FORMATION
Any quotation or estimate given by the Seller shall be on invitation to treat and shall not constitute an offer by the Seller to the Buyer. No contract shall be concluded until the dispatch of a written acceptance of the Buyer’s order. All orders are accepted subject to and incorporate these terms and conditions to the exclusion of any other term or condition. Unless otherwise specifically incorporated the Seller’s price lists, catalogues, brochure or other advertising material shall not form part of any contract between the Seller and the Buyer. No variation of any contract between the Seller and the Buyer shall be effective unless agreed to by the Seller in writing.

2. GOODS
Goods are not tested or sold as fit for any purpose and any term warranty or condition express implied or statutory to the contrary is excluded. In no circumstances whatsoever shall the Seller’s liability (in contract, tort or otherwise) to the Buyer arising under out of or in connection with this contract or the goods supplied here - under exceed the Invoice price of the particular pieces concerned; and the Seller shall be under no liability for loss or damage or delay howsoever arising caused by circumstances outside his control.
The Buyer does not rely on the Seller’s skill or judgment with regard to the goods. All terms, express or implied, relating to the quality of the goods are warranties only, the breach of which gives no right to reject the goods or terminate the contract in any circumstances whatever.
The security in the goods shall not pass to the Buyer until the Buyer has paid to the Seller the whole price thereof. If, notwithstanding that the property in the goods has not passed to the Buyer, the Buyer shall sell the goods in such manner as to pass to a third party a valid title to the goods, the Buyer shall hold the proceeds of such sale on trust for the Seller and such proceeds of sale shall not be mingled with other monies or paid into an overdrawn bank account and shall be, at all times, identifiable as the Sellers monies. The Buyer agrees that prior to the payment of the whole price of the goods the Seller may at any time enter into the Buyer’s premises and remove the goods therefrom and that prior to such payment the Buyer shall keep the goods separate and identifiable for this purpose. Nothing herein shall constitute the Buyer, the Agent of the Seller for the purposed of any such sub-sale. Notwithstanding that property in the goods shall not pass to the Buyer save as provided above, the goods shall be at the risk of the Buyer from the time of collection by or delivery to him of the goods or after expiration of the rent-free period referred to in these conditions, which ever is the earlier. Notwithstanding the preceding provisions of the clause the Seller may at his sole option and at any time by notice in writing to the Buyer transfer the property in goods to him.

Goods to be collected will be stored rent free for 14 days from the latest of the following dates:-

a) the date of the Seller’s contract/sale note, if issued, or of the Seller’s invoice, if not

b) any agreed dated for collection; or

c) the date when notice (Oral or Written) is given that the goods are available for collection, if not available immediately.

Hereafter the Buyer shall pay rent at a reasonable rate which shall be deemed to the rate charged by Public Dock Authorities in the area (if such rate obtains). After the rent
free period the goods shall be at the sole risk of the Buyer. If the Seller is to deliver the goods and delivery is delayed at the request of the Buyer, the risk in the goods shall pass at the time of the request and rent as above shall thereafter be payable.

3. DELIVERY
Unless the Seller otherwise agrees delivery shall be from the Seller’s place of manufacture of the goods. Any time or date for delivery specified by the Seller is an estimate only. The seller will notify the Buyer when the goods are ready for collection and the Buyer shall be obliged to take delivery within (7) days of receipt of such notice. The Seller reserves the right to deliver all quantities of goods plus or minus ten per centum payment for allowance respectively at the contractual rate being made.
Any damage or shortages must be recorded on the carriers delivery sheet and immediately notified to Heritage Woodcraft LTD, in writing, Carriers will no entertain claims if not notified within 3 days of delivery. The Seller may at its discretion make installment deliveries.
Deliveries may be wholly or partially suspended and the time of such suspension added to the original delivery date in the event of a stoppage delay or interruption of work in the establishment of the Seller during the delivery period as a result of strikes, lock-outs, trade disputes, breakdown, accident or any cause whatsoever beyond the control of the Seller and in the happening of any such event or events the Seller shall be entitled at any time on notice to the Buyer to make partial delivery only and or to determine the contract without prejudice in any such case to rights reserved in respect of deliveries already made.
In no circumstances shall any goods be returned to the Seller nor orders canceled nor deliveries suspended by the Buyer without the Seller’s prior consent, such consent to be in the sole discretion of the Seller and on terms which will indemnify the Seller against all loss thereby suffered.
When collection or delivery takes place at the Buyers premises or other the Carrier shall not be under any obligation to provide any plant, power or labour which in addition to the Carrier’s carmen is required for loading or unloading at such premises. Any assistance given by the Carrier shall be at the sole risk of the Buyer who will keep the Carrier fully indemnified against any claims or demands which could not have been made if such assistance had not been given.

4. PRICES AND PAYMENTS
Goods for immediate delivery:-

a) Standard range products will be sold at the price prevailing in the Sellers current price list at the date of acceptance.

b) The Seller reserves the right to make an additional charge for goods not appearing in the Seller’s standard range of products calculated on the quantity

colours and process of manufacture.

c) Prices so state apply only to the quantity of each item of each order for delivery to any one place at any one time.
Goods other than for immediate delivery:-
Any price quoted by the Seller to compromised in the acceptance is provisional only and the Seller reserves the right to vary such price by written notice according to any increase in cost of labour, manufacture, packing, transport or materials taking effect prior to delivery of the order or that part of the order remaining undelivered at the time of such increase.
The buyer will reimburse the Seller for any increase in any tax, government charge or customs duty or for any new tax, government charge or customs duty hereafter becoming effective which the Seller may be required to pay to any government or customs office upon the sale production or transportation of the goods and which payment should be made in full to HERITAGE WOODCRAFT LIMITED in sterling.
All prices quoted are exclusive of VAT where applicable. Payment for the goods shall be made on or before the date fixed in accordance with the terms agreed between the Buyer and Seller for the operation of the account between them; in the event that payment shall not have been make by such date the Seller shall be entitled to recover from the Buyer interest on any outstanding balance at the rate of 4% above Bank of England base rate for the time being in force for the period from such date until the date of payment.
Where these terms and conditions in any way conflict with any terms on which the Buyer has purported to purchase the goods, then the provisions of any such terms of the Buyer shall be deemed to be ineffective to the extent that they are inconsistent herewith.

5. GRADING, COLOUR AND GRAIN
Imported flooring is sold subject to the grading rules of the country of manufacture. Wood is a natural material and responsibility will not be accepted for variations in colour or grain.

6. CANCELLATION OF ORDERS
Orders for products may not be cancelled or suspended without the Seller’s prior written consent. Any cancellation or suspension of an order which the seller does agree to, shall be on conditions that the Buyer shall indemnify the Seller against any loss incurred wholly or in part by the cancellation or suspension.

7. CONFIRMATION ORDERS
In order to avoid orders being duplicated, all orders that are confirmation of orders previously placed should clearly indicate the fact.
Where the Buyer orders non-standard products which are specifically manufactured or produced to his unique requirements the Buyer shall accept the supply or a quantity whether more or less within 10% of the stipulated amounts. In such circumstances the Invoice value of the goods shall be subject to a corresponding adjustment.

8. CLAIMS
Notice of any claim arising out of or in connection with this contract must be given in writing to the Seller within 7 working days from the date when the goods are collected or delivered, failing which all claims (other than claims arising out of or in connection with defects not discovered upon reasonable examination of the goods) shall be deemed to be waived and absolutely barred. In any event the Seller shall be under no liability for shortage or damage in transit or for deviation mis-delivery, delay or detention unless the Seller and the Carrier are advised thereof in writing otherwise than upon a consignment note or delivery document within 3 days and a claim is made of the Seller and the Carrier in wiring within 7 days after the termination of transit as defined under the current conditions of carriage of the Road Haulage Association (in the computation of time for this purpose the following days shall not be included in England and Wales: Sunday, Good Friday, Christmas Day or a Bank Holiday. The Seller shall be under no liability whatsoever if bulk in broken pending any settlement of any claim, or, where the goods collected or delivered include plywood or particle board, in the marked battens of the packages (if any) are not produced with the goods for inspection by the Seller. All contracts subject to these conditions between the Buyer and the Seller are personal to the Buyer and may only be assigned by the Buyer with the prior written consent of the Seller. All contracts subject to these conditions made between the Buyer and the Seller shall be subject to and interpreted in accordance with English Law and the Buyer hereby agrees to submit to the non-exclusive jurisdiction of the English Courts in respect of all claims, disputes or differences arising out of or in connection with any such contract.
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