Terms and Conditions
The customer's attention is drawn in particular to the provisions of clause 9
1.1 DEFINITIIONS. In these Conditions, the following definitions apply:
Afterwood: Afterwood Ltd (registered in England and Wales with company number 07688120).
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.6.
Contract: the contract between Afterwood and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from Afterwood.
Force Majeure Event: has the meaning given in clause 10.
Goods: the goods (or any part of them) set out in the Order.
Order: the order by the Customer for the Goods.
Specification: any specification for the Goods, that is agreed in writing by the Customer and Afterwood.
1.2 CONSTRUCTION. In these Conditions, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors or permitted assigns.
(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written includes faxes and e-mails.
2. BASIS OF CONTRACT
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
2.3 The Order shall only be deemed to be accepted when Afterwood issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Afterwood which is not set out in the Contract.
3.1 Any samples, descriptive matter, indications as to size or moisture content of the Goods or advertising produced by Afterwood are produced for the sole purpose of giving an approximate idea of the Good. They shall not form part of the Contract or have any contractual force.
3.2 The Customer acknowledges that the Goods are raw materials and as such the Customer is responsible for selecting the Goods to meet their own requirements.
3.3 A quotation for the Goods given by Afterwood shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
3.4 Afterwood reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
4.1 Afterwood shall deliver the Goods to the location set out in the Order, the Customer may collect the Goods from Afterwood’s premises or Afterwood shall deliver to such other location as the parties may agree (Delivery Location) at any time after Afterwood notifies the Customer that the Goods are ready.
4.2 Delivery of the Goods shall be completed on the arrival of the Goods at the Delivery Location.
4.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Afterwood shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the failure of the Customer to provide Afterwood with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.4 If Afterwood fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Afterwood shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the failure of the Customer to provide Afterwood with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 It is the responsibility of the Customer to inform Afterwood of any delivery issues and / or details of any machinery into which the Goods are to be deposited or machinery connections that the Goods will need to be put into. Afterwood shall not be liable for failure to delivery the Goods caused by the Customer failing to provide adequate information about delivery requirements or machinery.
4.6 If the Customer fails to take delivery of the Goods within 3 Business Days of Afterwood notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the failure of Afterwood to comply with its obligations under the Contract:
(a) delivery of the Goods shall be deemed to have been completed at 9:00 am on the third Business Day following the day on which Afterwood notified the Customer that the Goods were ready; and
(b) Afterwood shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 If 10 Business Days after the day on which Afterwood notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, Afterwood may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.8 The Customer shall not be entitled to reject the Goods if Afterwood delivers up to and including 10% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.
4.9 Afterwood may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.1 Subject to clause 5.2, Afterwood warrants that on delivery the Goods shall:
(a) conform in all material respects with their description and any applicable Specification;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by Afterwood.
5.2 Due to the nature of the Goods, the Customer acknowledges that
(a) Afterwood does not warrant that the Goods contain a certain level of moisture content or that Goods will be of a certain size;
(b) the Goods may contain dust or other by-products of their manufacture, and the Customer is responsible for selecting the Goods and determining whether they are suitable for their intended purpose (including their suitability to be used in any machinery the Customer wishes to use it in); and
(c) due to the recycled nature of the Goods and the process of shedding of recycled timber, Afterwood does not warrant Goods will contain 100% of the material in the Specification and may contain traces of other materials.