Terms of Use

Terms of use 

1. Definitions
   • In these terms and conditions, the following expressions shall have the following meanings:
     Buyer means the person who buys or agrees to buy the Goods from the Seller
     Conditions of Sale means the standard terms and conditions of sale set out in this document, as may be modified and updated by the Seller from time to time, and any special terms and conditions agreed in writing by the Seller
     Contract means each and every contract between the Seller and Buyer for the sale and purchase of Goods
     Goods mean the goods which the Buyer agrees to buy from the Seller
     Order means an order placed by the Buyer with the Seller for the supply of Goods
     Officer of the Company means a Director or Secretary of the Seller
     Price has the meaning given in Clause 3.1
     Seller means Wood Innovations Limited registered in Northern Ireland under Company Number NI030802 whose registered office is at 52 Newry Road, Warrenpoint, Down, BT34 3LD
     Wholesale Price List means the list of wholesale prices appended to these Conditions of Sale

2. Application of these conditions
   • These Conditions of Sale shall apply to all Contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
   • All Orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions of Sale.
   • Acceptance of the Buyer’s Order shall be the delivery of the Goods to the Buyer which shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions of Sale.
   • The Seller is under no obligation to accept an Order or generally to supply Goods to the Buyer.
   • These Conditions of Sale may be modified and updated by the Seller from time to time.

3. The Price and Payment
   • The price of Goods shall be the Seller’s price ruling at the date of assembly of the Buyer’s Order at the Seller’s premises. However, the Seller reserves the right, at any time, to change the price of Goods offered for sale.
   • The price stated is exclusive of VAT which shall be due by the Buyer at the rate of ruling on the date of the VAT invoice. Carriage and delivery charges may be included in the stated price or they may be additional.
   • Payment of the Price and VAT shall be due within the credit period notified to the Buyer by the Seller from time to time in writing. Time for payment shall be of the essence.
   • Interest on overdue invoices shall accrue from the date of delivery and continue from day to day until the date of payment at a rate of 8% above the Seller banker’s base rate from time to time in force in Belfast and shall accrue at such a rate after as well as before any judgement.
   • No waiver or forbearance by the Seller (whether express or implied) in enforcing any of its rights under these Conditions of Sale shall prejudice its right to do so in the future.
   • Without prejudice to the Seller’s other remedies if any payment by the Buyer is overdue then all sums whatever (whether pursuant to these Conditions of Sale or otherwise) due from the Buyer to the Seller shall become immediately due and the Buyer shall not have the benefit of the credit period specified in Clause 3.3 or any other relevant credit period and furthermore the Seller shall be at liberty to exercise any of its rights pursuant to Clause 9.
   • If the Buyer fails to make any payment to the Seller on the due date then, without prejudice to the Seller’s other remedies, the Seller may appropriate any payment made by the Buyer to such of the Goods as the Seller may in its absolute discretion think fit.
   • Should the Buyer default in payment of any sum for whatever reason on the due date, then, without prejudice to any other right which the Seller may have, the Seller may withhold or suspend performance of any contractual obligation to the Buyer notwithstanding anything to the contrary herein contained.

4. Limitation of Authority
   • The Seller’s servants and agents have no authority orally to vary, modify or waive expressly or impliedly any of these Conditions of Sale whatsoever or to make any oral or written representation as to their effect save that an Officer of the Company duly and expressly authorised may modify or update any terms contained herein from time to time.
   • The Buyer on accepting a quotation by the Seller and/or entering into a contract with the Seller on the basis of these Conditions of Sale is deemed to have acknowledged that he has not received and/or relied on:
     • An oral representation which might have the effect of over-riding the said Conditions of Sale; or
     • Oral advice as to the suitability of Goods supplied by the Seller for any particular situation or purpose.
   • Quotations by the Seller shall not constitute offers by the Seller to supply the Goods or carry out work referred to therein, and no Order placed in response to a quotation will be binding unless accepted by the Seller in writing. All such acceptances by the Seller are subject to availability of the necessary materials and to the Seller being able to obtain any necessary authorisation and/or licences and to the same remaining valid.

5. The Goods
   • The Goods shall be supplied in accordance with the description contained in the Seller’s Wholesale Price List.
   • The quantity of the Goods shall be set out in the Seller’s delivery advice.
   • The Seller shall be entitled to substitute Goods in the same description (but different brand name) in place of those ordered. The Buyer may reject same provided that it notifies the Seller in writing of its rejection within 48 hours of delivery and makes such Goods available for collection by the Seller. In default thereof, the Buyer shall be deemed to have accepted same.
   • No right or licence is granted under any supply of Goods to the Buyer under any form of intellectual property except the right to resell the Goods.
   • If the Seller is, for any reason, unable to supply the Goods the Buyer’s Order in respect of such Goods shall be deemed cancelled.

6. Warranties and Liability

Save for such warranties as are implied by law no warranty, condition, description or representation is given or implied by the Seller.

7. Delivery of the Goods
   • The Seller shall determine the method, date and time of any delivery.
   • The Seller will endeavour to deliver the Goods to the Buyer’s address within 72 hours of the Goods being ordered. However, any delivery dates given by the Seller are estimates only and are subject to stock availability.
   • The time of delivery shall not be of the essence of any Contract.
   • The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
   • In no circumstances shall the Seller be liable to compensate the Buyer for non-delivery, early delivery or late delivery of the Goods or for any loss or damage arising therefrom or for any failure to deliver the Goods promptly or at all.

8. Cancellations

The Seller may refuse an Order at any time before the Goods are delivered by notifying the Buyer of the refusal in writing. The Seller shall not be liable for any loss or damage whatever arising from such refusal.

9. Acceptance of the Goods
   • The Buyer shall be deemed to have accepted Goods on delivery to the Buyer unless the Buyer notifies the Seller in writing within 48 hours of delivery that Goods were delivered which were not in conformity with the Buyer’s Order, are damaged or are otherwise not fit for resale. Such Goods shall be set aside and kept safe by the Buyer and made available for inspection by the Seller. If the Buyer establishes to the Seller’s reasonable satisfaction that such Goods are not in conformity with the Order or are damaged or unfit for resale, then it shall allow the Buyer a credit in respect of such Goods. If, however, the Buyer fails to establish this to the Seller’s reasonable satisfaction, the Goods will be deemed to have been accepted by the Buyer.
   • If the Buyer fails to give notice as above, the Buyer shall be deemed to have accepted the Goods accordingly and the Goods shall be presumed in all respects to be in accordance with the relative Order.
   • After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the Contract.
   • The Buyer is responsible for checking the Goods to ensure they are in accordance with the relevant Order and the Seller will not be responsible for incorrect flooring being fitted once Goods have been accepted.

10. Risk and Title in Respect of the Goods
    • The risk of loss or damage to the Goods shall pass to the Buyer:
      • where the Seller delivers Goods or causes Goods to be delivered, then as and from the arrival at the point where they are to be unloaded; or
      • where the Buyer collects Goods or causes Goods to be collected, then as and from the point where they are collected. When Goods are loaded onto vehicles, loading shall be the responsibility of and at the risk of the Buyer.
    • The Buyer shall insure the Goods with a reputable insurer from the point at which risk passes to the Buyer until payment is made to the Seller for their full value. Goods shall be insured for their full value against all risks and liabilities pursuant to these Conditions of Sale, to the satisfaction of the Seller.  The Buyer shall produce evidence of such insurance upon the request of the Seller and in default thereof all sums due by the Buyer to the Seller shall become immediately due and payable.
    • The Goods shall remain the sole and absolute property of the Seller and title in the Goods shall not pass to the Buyer until such time as the Buyer shall have paid to the Seller the price of the Goods plus VAT (if any) in full, together with all other monies owed to the Seller pursuant to any other contractual arrangement between the Buyer and Seller, and until that time the Buyer acknowledges that he is in possession of the Goods solely as trustees of the Seller.
      • The Seller shall be entitled to recover all sums due from the Buyer to the Seller notwithstanding that the title in any Goods has not passed to the Buyer;
      • The Buyer shall, at its own cost, procure that the Goods are stored in a good condition and kept identifiably separate whether on the Buyer’s or third party premises;
      • The Buyer may sell the Goods in the ordinary course of their retail flooring business at full market value provided always that the Buyer shall hold in trust and pay to the Seller on demand the proceeds of any such sale to the extent that any monies are owed by the Buyer to the Seller on any account (the Buyer shall not be the agent of the Seller in relation to any such resale) but shall not otherwise (and shall not purport to) sell, mortgage, encumber or part with possession of the goods or allow any lien or encumbrance to arise over them; and
      • The Buyer shall not pledge or in any way charge or give security over the Goods in respect of any indebtedness or liability of the Buyer while they remain the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer is in breach of this Clause all sums whatever (whether pursuant to a supply under these Conditions of Sale or otherwise) owing to the Seller shall become immediately due and payable.
    • The Buyer grants the Seller or its agents an absolute right of access to enter the Buyer’s or third party premises where Goods are stored, without notice to the Buyer in order to permit the Seller to inspect, audit, collect and/or repossess the Goods. The Seller may recover any Goods and dispose of them at its discretion without being liable to the Buyer for any disturbance, damage or loss caused by the exercise of such rights.
    • If the Buyer breaches any of these Conditions of Sale, then the right of the Buyer to sell the Goods belonging to the Seller will immediately cease. In the event of such breach, the Buyer shall (at its cost) deliver the Goods to the Seller and the Buyer shall procure that the Seller shall (without prejudice to any other rights) have the right to enter any place where the Goods may be stored and repossess and use the Goods.

11. Remedies of Buyer
    • Where the Buyer properly rejects any Goods in accordance with Clause 9.1 then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods that conform to the Contract.
    • Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.
    • The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off or counter-claim which the Buyer may have or for any reason whatever.

12. Force Majeure
    • The Seller shall not be liable for the failure to perform any or all of its obligations under these Conditions of Sale arising from any inability to procure or secure at reasonable costs labour, materials, goods or other supplies of any kind or any Act of God, war, epidemic or pandemic, strike, lock-out or other labour dispute, civil commotion, fire, flood, drought, equipment failure, legislation, the act or order of any governmental or regulatory body, the order of any public or competent authority or any other cause beyond the Seller’s reasonable control.

13. Limitation and Exclusion of Liability
    • The liability of the Seller in respect of any Goods proven to be defective shall, where the law so permits, be limited to the wholesale price of the Goods in question (found in the Wholesale Price List appended).
    • The Seller shall not be liable for any direct or indirect consequential economic loss or loss of profit in respect of these Conditions of Sale.

14. Insolvency
    • If the Buyer is in breach of the Conditions of Sale or if any seizure or execution shall be levied upon any of the Buyer’s Goods or if the Buyer offers to make any arrangement with its creditors or the Buyer is unable to pay its debts as they fall due or if any resolution or petition to bankrupt/wind up the Buyer (other than the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver, supervisor, trustee, administrator, examiner or similar officer, administrative receiver or manager shall be appointed over the whole or any part of the Buyer’s business or assets or if the Buyer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately. The Seller may in its absolute discretion and without prejudice to any other rights which it may have;
      • suspend all future delivery of Goods to the Buyer and/or terminate the Conditions of Sale without liability upon its part; and/or
      • exercise any of its rights pursuant to Clause 10.

15. Transfer of Rights
    • These Conditions of Sale and any Order accepted thereunder are personal to the Buyer and may not be assigned either at law or in equity or dealt with in any way by the Buyer.
    • The Seller may licence, authorise or sub-contract all or any part of its rights and obligations under the Conditions of Sale or any Order accepted thereunder without the Buyer’s consent but without relieving the Seller of its obligations and liabilities to the Buyer.

16. Headings

All headings are for ease of reference only and shall not affect the construction of these Conditions of Sale.

17. Severance
    • If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract, or any Clause of these Conditions of Sale, shall not be affected.
    • If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

18. Governing Law

These Conditions of Sale, the Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the laws of Northern Ireland, and the parties irrevocably submit to the non-exclusive jurisdiction of the Northern Ireland courts.