1.1 In these Terms and Conditions the following words and expressions will have the following meanings:
1.1.1 ‘We, Our, Us” means M.R Ellis (Timber) Limited, a company registered in England & Wales under company number 01169327 and whose registered address is The Sawmill, Main Road, Hevingham, Norwich, Norfolk, NR10 5LX
1.1.2 ‘the Goods’ means softwood fencing products as detailed in Your order or as communicated to Us verbally at the Premises and confirmed in writing by Us.
1.1.3 ‘You/Your’ means the person, firm, business or Organization purchasing Goods from Us
1.1.4 ‘Premises’ means The Sawmill, Main Road, Hevingham, Norwich, Norfolk, NR10 5LX.
1.1.5 ‘Business Day(s)’ means a day other than a Sunday and public holiday.
1.1.6 ‘Price’ means the price for the Goods as specified in Our acknowledgement of order or as amended from time to time.
1.1.7 ‘Delivery Date’ the date specified for delivery or collection of an order as set out on an acknowledgement of order or as otherwise communicated by Us to You in writing.
1.2 Headings in these Terms and Conditions are for convenience only and shall not affect the interpretation.
1.3 Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
1.4 A reference to a statute, statutory provision or any subordinate legislation made under a statute is to such statute, provision or subordinate legislation as amended or re-enacted whether before or after the date of these Terms and Conditions.
2.1 Quotations issued by Us are valid for a period of 30 Business Days from the date of Our quotation. They do not constitute an offer to sell or supply but rather an invitation to treat. We may withdraw or amend a quotation at any time prior to us providing an acknowledgement of Your order.
3.1 Each order must:
3.1.1 be given to Us in writing. The only exception to this is if You attend the Premises and communicate an order orally, in which case We will confirm it in writing to you immediately by means of acknowledgement of order;
3.1.2 specify the type and quantity of Goods required (including but not Limited to whether the Goods are to conform to our Forest Stewardship Council (FSC) Certification); and
3.1.3 specify the date by or on which the order is to be ready for collection or to be delivered to You as appropriate .
3.2 Each order shall be deemed to be a separate offer by You to purchase Goods on these Terms and Conditions, which We shall be free to accept or decline at Our discretion.
3.3 We will issue an acknowledgement of order to You which will specify the Price for the Goods and also assign an order number. You should use the relevant order number in all subsequent correspondence relating to that order.
3.4 No order shall be deemed to be accepted by Us until We issue an order number to You or (if earlier) We notify You that the Goods as specified in the order are ready for collection.
3.5 These Terms & Conditions alone will apply to the sale of Goods to You and no terms or conditions on, delivered with or contained in Your order, confirmation of order, specification or other document will form part of the contract between Us and You.
3.6 No variation of the terms to an order or to a quotation from Us will be binding unless expressly agreed in writing and executed by one of Our duly authorized signatories.
4.1 You may within 2 days of placing an order amend or cancel an order by giving written notice to Us. If you amend or cancel an order, Your liability to Us shall be limited to payment to Us of all costs reasonably incurred by Us in fulfilling the order up until the deemed receipt of Your amendment or cancellation, except where the amendment or cancellation results from Our failure to comply with Our obligations under these Terms & Conditions in which case You will have no liability to Us.
5.1 Any estimates in respect of quantifies of Goods required or advice given by Us, our employees, officers or agents as to the suitability of Goods shall be treated as without obligation or responsibility on Our part. For the avoidance of any doubt You are responsible for determining:
5.1.1 the quantity of Goods required; and
5.1.2 the suitability and fitness of Goods for Your purpose.
5.2 The measurements of Goods as detailed in Our brochure, price list and or in any other written material are approximate and are intended to give a rough idea of dimensions and size. We reserve the right to change specifications without prior notice to You.
5.3 For the avoidance of any doubt We give you no representations or warranties as to the durability, resistance or lifespan of any Goods to which a preservative treatment has been applied by Us or a third party and therefore We shall not be liable to You in any way.
5.4 The Goods supplied to You by Us under these Terms & Conditions shall:
5.4.1 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979 as amended); and
5.4.2 comply with all relevant statutory and regulatory requirements.
5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are to the fullest extent permitted by law, excluded from the contract between Us and You (unless You are dealing as a consumer).
6.1 If You place an order in person at the Premises We will use best endeavors to ensure that the Goods can be collected immediately upon receipt of payment.
6.2 Where You are taking delivery of Goods from the Premises, We may help You with the loading of such Goods onto Your vehicle but We do so without obligation and or liability on Our Part. For the avoidance of any doubt We give no warranties whatsoever as to the quality or effectiveness of such loading or packing of Goods and We shall not be liable to You in any way for any damage, loss, claims, expenses or actions of any kind caused by or arising out of the packing, loading or transportation of Goods from the Premises to Your required destination.
6.3 Where We are responsible for delivering the Goods to You, We will ensure that the Goods are properly packed and secured in such manner as to enable them to receive their destination in good condition.
6.4 Delivery to You is on the understanding that there is suitable access to Your required delivery address. Where there is no such access delivery of the Goods will be to the closest location to your required delivery address which in Our reasonable opinion enables Us to safely unload the Goods.
6.5 Where We are required to deliver the Goods to You all labour and equipment required to unload such Goods shall be supplied and operated by You. We shall not be responsible for the unloading of Goods.
6.6 If You fail to take delivery of an order on the Delivery Date then except where such failure or delay is caused by Our failure to comply with Our obligations under these Terms and Conditions:
6.6.1 Delivery of the Goods shall deemed to have been completed at 9.00am on the Delivery Date; and
6.6.2 We shall store your Goods until delivery takes place and charge You for all related costs and expenses (including insurance).
7.1 The Price is exclusive of amounts in respect of VAT. You shall be liable to pay to Us such additional amounts in respect of VAT as are chargeable on a supply of Goods.
7.2 Unless otherwise agreed in writing by Us You must pay the Price in full before You can take delivery of the Goods.
7.3 We may in exceptional circumstances and at our sole discretion set up a trade account for You and You must pay invoices in full and cleared funds within 30 days of receipt. If You are a company and at any time after Your constitution or being a sole trader or partnership business You become incorporated or amalgamated with others You must immediately notify Us in writing. The decision to continue trading with the amalgamated business or the newly incorporated entity on the basis of a trade account shall be at our complete discretion.
7.4 If You fail to make any payment due to Us by the due date for payment (‘Due Date’) then without limiting Our remedies elsewhere in these Terms and Conditions, You shall pay interest on the overdue amount at the rate of 4 per cent above the Bank of England’s base rate from time to time from the date that payment was due up to the date that payment is made by You.
8.1 You may reject any Goods delivered to You that do not comply with clause 5.4 provided that notice of rejection is given to Us within 2 Business Days of the Delivery Date. If You fail to give notice of rejection in accordance with this clause above You shall be deemed to have accepted such Goods.
8.2 If You reject Goods under clause 8.1 then You shall be entitled to:
8.2.1 require Us to repair or replace the rejected Goods; or
8.2.2 require Us to repay the price of the Rejected Goods
Once We have complied with Your request We shall have no further liability to You in respect of the rejected Goods’ failure to comply with clause 5.4.
8.3 We do not accept any liability for shortages in quantities of Goods delivered to You unless You notify Us of a short delivery of the Goods within 1 Business Day of the Delivery Date. In such circumstances Our liability to You shall be limited to making good such shortage.
9.1 Risk in the Goods shall pass to You on delivery.
9.2 Ownership (otherwise known as title) to the Goods shall not pass to You until We have received payment in full (in cash or cleared funds) for:
9.2.1 such Goods; and
9.2.2 all other sums which are or which become due to Us from You for sales of Goods or on any trade account.
9.3 Until title to Goods has passed to You, You shall:
9.3.1 hold such Goods on a fiduciary basis as Our bailee;
9.3.2 store such Goods separately from all other goods held by You so they remain identifiable as Our property;
9.3.3 not remove, deface or obscure any identifying mark or packaging on or related to such Goods;
9.3.4 maintain such Goods in satisfactory condition and keep them insured on Our behalf for their full price against all risks with a reputable insurer;
9.3.5 at Our request deliver up such Goods and if You fail to do so promptly, You allow Us to enter Your premises or home or any premises owned or occupied by a third party where the relevant Goods are stored in order to recover them; and or
9.3.6 have a right to sell such Goods to third parties in the ordinary course of Your business provided that You hold all proceeds of sale on trust for Us in a separate bank account and You Us hereby assign to Us all rights and claims which You may have against Your customers arising from such sales until full payment for the Goods is made to Us.
10.1 This clause sets out Our entire financial liability to You in respect of:
10.1.1 any breach of these Terms and Conditions
10.1.2 any use made of the Goods or resale of the Goods or of any product incorporating the Goods; and
10.1.3 any representations, statement or tortuous act or omission (including negligence) arising under or in connection with these Terms and Conditions.
10.2 Nothing in the Terms and Conditions shall limit or exclude Our liability to You for :
10.2.1 death or personal injury resulting from negligence; or
10.2.2 fraud or fraudulent misrepresentation.
10.3 Without prejudice to clause 10.2 We shall not under any circumstances be liable to You whether in contract, tort (including negligence) or restitution or for breach of statutory duty or misrepresentation or otherwise, for any:
10.3.1 loss of profit; or
10.3.2 loss of goodwill; or
10.3.3 loss of business; or
10.3.4 loss of business opportunity; or
10.3.5 special, indirect or consequential damage or loss suffered by You that arises under or in connection with the manufacture and sale of Goods to You and or these Terms and Conditions.
10.4 Without prejudice to clauses 10.2 and 10.3 Our total liability to You arising under or in connection with these Terms and Conditions shall in all the circumstances be limited to the Price.
11.1 If any provision in these Terms and Conditions (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in full force and effect.
11.2 If any invalid, unenforceable or illegal provision in these Terms and Conditions would be valid, enforceable, or legal if some part of it were deleted, the provisions shall apply with the minimal modification necessary to make it legal, valid and enforceable.
12.1 We shall be under no liability to You for any loss of any kind (including but not limited to such losses specified in clauses 10.3.1 to 10.3.5 inclusive), damage or delay or expense of any kind whatsoever caused wholly or in part by an event or sequence beyond Our reasonable control preventing or delaying Us from performing our obligations to You (whether under these Terms and Conditions or otherwise) including but not limited to an act of God; fire; flood; lightening; earth quake or other natural disaster; war; riot or civil unrest; strike; lock out or boycott or other industrial action; or interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service.
13.1 These Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non contractual disputes or claims) shall be governed by and construed in accordance with English law.
13.2 You and We irrevocably agree that the Courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and Conditions or their subject matter or formation (including non contractual disputes or claims).