Everything Wood Ltd

Note: These conditions contain clauses which limit or exclude Everything Wood Ltd. liability.

1. DEFINITIONS

a) 'EW' - Everything Wood

b) 'Buyer' - Any person, firm or company purchasing or ordering goods from Everything Wood.

2. SCOPE

a) These conditions apply to all and any contracts, agreements or transactions between EW and the Buyer. They prevail over any conditions contained or referred to in any documents of the Buyer and any provision to the contrary is hereby excluded.

b) These Conditions together with any EW sales or delivery confirmations or advices and invoices represent the complete agreement between EW and the Buyer. Save as expressly agreed in writing by the Chief Executive of EW no-one is authorised to accept any further liability or obligation on EW's behalf and the Buyer must not rely on any other documents or on any oral representations.

3. PRICE

a) Save as otherwise specifically agreed the price shall be as stated on the invoices sent to the Buyer by EW or in the case of cash sales in the Sales or Advice Note. Unless otherwise stated, VAT is not included and will be added to the price.

b) Prices indicated in EW's catalogues, price lists and point-of-sale literature are for guidance only and EW reserves the right to withdraw or revise such prices at any time.

c) Unless otherwise expressly agreed in writing, EW reserves the right to revise any agreed prices to take account of fluctuations in exchange rates, increase or imposition of any tax or duty or levy and clerical or administrative errors or of any increase in EW's costs including but not limited to costs of raw materials, freight, shipment, haulage, labour, fuel and insurance.

d) EW quotations operate as invitations to the Buyer to place orders. They are not tenders and are subject to confirmation by EW upon receipt of the Buyer's order.

6. QUANTITIES

a) All quantities specifications and correspondence with sample shall be subject to reasonable commercial variation and EW accepts no responsibility for variations falling within this tolerance.

b) Quantities are subject to outturn in respect of imported goods sold prior to landing.

7. SPECIAL ORDERS

a) EW may on request manufacture, machine or treat goods in accordance with the Buyer's drawings, designs, sample sections, specifications or instructions. The Buyer accepts full responsibility for the accuracy of the same and indemnifies EW against all liability arising from EW's compliance with the Buyer's drawings, designs, sections, specifications or instructions.

8. DELIVERY

a) Where the goods are sold on a collect basis, delivery to the Buyer occurs immediately the goods are loaded onto the Buyer's vehicle save where that vehicle is equipped with loading equipment which is to be used to load the goods whereupon delivery occurs in the instant prior to loading.

b) Where EW agrees to deliver the goods, or where the goods are sold on an ex-quay basis or are due to be delivered direct from EW's supplier, delivery to the Buyer occurs in the instant prior to unloading save where the delivery vehicle is equipped with loading equipment which is to be used to unload the goods whereupon delivery takes place in the instant following unloading.

c) Unless agreed in writing, EW will deliver all materials for floor installations 7-10 days in advance of agreed installation dates to allow materials to stabilise in-situ. The Buyer accepts responsibility for providing access to his/her premises for this to be achieved.

d) EW will require a signature for items delivered to the Buyer's premises and cannot be held responsible for any consequential loss or damage to goods due the Buyer not being available to sign for goods delivered.

e) Failure by EW to make any delivery or part delivery shall not entitle the Buyer to reject the balance of goods.

f) The Buyer must give instructions for delivery in good time to allow them to be carried out upon arrival of the goods. The Buyer is responsible for any costs arising from his failure to give proper instructions or to provide transport as agreed or to unload any craft or vessel within the agreed time.

g) Where goods are to be collected by the Buyer or where the Buyer effects to delay delivery EW will store them rent free for a period of 14 days from the date on which notice to collect is given to the Buyer. Thereafter the Buyer shall pay rent at a reasonable rate (as determined by EW). In such circumstances risk passes to the Buyer at the expiry of the rent free period.

h) To facilitate proper scheduling of deliveries, the Buyer is responsible for making and communicating to EW all necessary arrangements for providing access to the premises for delivery of materials on the day.

i) Times and dates quoted for delivery dates are estimates only and are not binding on EW.

9. RISK/TITLE

a) Risk passes to the Buyer on delivery.

b) Where goods are delivered direct to the Buyer by EW's supplier, property in the goods passes to EW on delivery to the Buyer.

c) Property in the goods shall not pass to the Buyer until payment in full for them and for any other goods sold by EW has been received by EW free of set-off or deduction.

d) Until such times as the price of the goods has been paid the Buyer shall store the goods in such a way as to enable them to be identified as the property of EW and the Buyer hereby irrevocably agrees that representatives of EW may enter on the Buyer's premises with such vehicles and equipment as may be necessary to remove the goods.

10. DEFECTS AND WORKMANSHIP

a) Notice of any defect or shortfall must be given to EW in writing within 3 days of discovery of same and EW must be given an immediate opportunity to inspect the goods failing which all claims shall be deemed to be absolutely barred. EW shall have no liability if bulk is broken pending settlement of any claim or if the goods cannot be clearly identified as goods supplied by EW.

b) EW shall not be liable to repair, replace or make good any loss in respect of defects caused by incorrect handling, machining, installation, storage, treatment or use by the Buyer or any third party or by normal wear and tear.

c) EW will endeavour to honour agreed delivery dates and time offered to the customer at the time of order confirmation. However, deliveries are sometimes subject to unforeseen site circumstances which may prolong delivery times. In such instances the Buyer accepts these circumstances as part of EW's terms and conditions and EW will inform the Buyer of such circumstances as and when they do occur.

d) Wood floor installations are not recommended in bathrooms. If the Buyer insists on this being undertaken by EW, then the Buyer agrees to accept full responsibility for any swelling and shrinkage that may occur due to the high moisture prevailing in bathrooms and EW will have no liability in such instances.

e) Central heating can affect movement of wooden floors. It is the responsibility of the Buyer to inform EW of this as it may affect the choice of materials used, contract price, prior conditioning of the wood and/or the decision to proceed with the installation. Failure to inform EW of this will limit any liability on the part of EW.

f) Wood is a natural material and subject to variations in colour. EW will not have any liability arising from colour variances, tone or graining.

11. LIABILITY

a) Save as set out in Condition 10, EW shall have no liability to the Buyer for any damages or losses direct or indirect resulting from defects or from any act or default of EW. b) Other than in respect of death or personal injury, EW shall have no liability for any indirect or consequential losses or expenses, however caused, including but not limited to loss of or damage to anticipated profits, contracts, reputation or good will, labour costs or losses or expenses arising from third party claims.

b) Subject to Condition 14(a), in no circumstances shall EW's total liability in contract, tort or otherwise exceed the invoice price of the particular goods giving rise to liability.

c) If the person who supplies EW with the goods validly excludes, restricts or limits his liability to EW then the liability of EW to the Buyer in respect of those goods shall be correspondingly excluded, restricted or limited. EW will on request supply the Buyer with details of any such exclusion, restriction or limitation.

d) Where the goods are to be manufactured, machined, treated or installed by EW, EW reserves the right to sub-contract such operations to a third party in which case they shall be carried out on the standard Terms and Conditions of the third party. EW will on request obtain for the Buyer a copy of any such terms and conditions.

e) All sales of goods to be imported are subject to shipment and safe arrival. Where EW procures goods from a foreign vendor and the price to EW is varied or the contract with EW is cancelled or altered by the vendor (whether lawfully or otherwise) the Buyer may either accept such cancellation or alteration or may cancel his contract with EW provided that EW shall have no liability towards the Buyer and the Buyer shall indemnify EW against any costs or expenses incurred by EW in procuring or trying to procure the goods for the Buyer.

12. FORCE MAJEURE

a) EW shall not be liable for failure or delay in fulfilling any of its obligations where fulfilment thereof is prevented, frustrated, impeded, delayed or rendered uneconomic by circumstances or events beyond EW's reasonable control.

13. STATUTE

a) Nothing in these conditions shall be interpreted as excluding or restricting EW's liability for death or personal injury.

b) To the extent that any condition herein would by virtue of the Unfair Contract Terms Act 1977 be of no effect against a person dealing as a consumer, that condition shall not apply to a person so dealing.

14. WAIVER

a) The rights of EW shall not be prejudiced or restricted by any indulgence or forbearance extended by EW to the Buyer and waiver of any particular breach shall not operate as a waiver of any subsequent breach.

15. SEVERANCE

a) If any Condition or part of a Condition is found to be invalid for any purpose it shall for that purpose be deemed to have been omitted without prejudice to the effectiveness of all other Conditions or parts of Conditions.

16. LAW/JURISDICTION

a) Save as set out below, these Conditions and all agreements between EW and the Buyer shall be governed by and construed in accordance with English law and any disputes shall be subject to the exclusive jurisdiction of the English Courts.

b) Where the Buyer's usual place of business or central place of management is in Scotland , these Conditions and all agreements between EW and the Buyer shall be governed by and construed in accordance with laws of Scotland and any disputes shall be subject to the exclusive jurisdiction of the Scottish Courts.

Everything Wood Ltd, Watlington Road , Nr Garsington, Oxford OX449DP