Terms & Conditions
J WOOD & SON (BILSDALE PLOUGHS) LTD
STANDARD TERMS AND CONDITIONS FOR
THE SALE OF GOODS AND SERVICES
The Buyer’s attention is in particular drawn to the provisions of condition 11.4.
All Goods and Services are supplied subject to the following terms and conditions of sale.
The definitions and rules of interpretation in this condition apply in these conditions.
Buyer: the person, firm or company who purchases the Goods and/or Services from the Company.
Company: J Wood & Son (Bilsdale Ploughs) Limited, 24 Dove Way, Kirby Mills Industrial Estate, Kirbymoorside YO62 6QR including any of its trading divisions or subsidiaries.
Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods and/or the provision of Services, incorporating these conditions.
Delivery Point: the place where delivery of the Goods is to take place under condition 4.
Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
Services: any services agreed in the Contract to be provided to the Buyer by the Company.
A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
Words in the singular include the plural and in the plural include the singular.
A reference to one gender includes a reference to the other gender.
Condition headings do not affect the interpretation of these conditions.
Application of terms
Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
No terms or conditions endorsed on, delivered with or contained in the Buyer´s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
These conditions apply to all the Company´s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by the Managing Director of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.
Each order or acceptance of a quotation for Goods or Services by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods or Services subject to these conditions.
No order placed by the Buyer shall be deemed to be accepted by the Company until the Company acknowledges the order or (if earlier) the Company delivers the Goods to the Buyer.
The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
The quantity and description of the Goods and the description of Services shall be as set out in the Company´s quotation or acknowledgement of order.
All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company´s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They shall not form part of the Contract and this is not a sale by sample.
Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Company´s place of business during normal working hours.
The Buyer shall take delivery of the Goods within 7 days of the Company giving it notice that the Goods are ready for delivery.
Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company´s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company´s negligence);
the Goods shall be deemed to have been delivered; and
the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading or unloading the Goods.
If the Company delivers to the Buyer a quantity of Goods of up to 5% more or less than the quantity accepted by the Company, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.
The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company´s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
The Company shall not be liable for any non-delivery of Goods (even if caused by the Company´s negligence) unless the Buyer gives written notice to the Company of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.
Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
The Goods are at the risk of the Buyer from the time of delivery.
Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
the Goods; and
all other sums which are or which become due to the Company from the Buyer on any account.
Until ownership of the Goods has passed to the Buyer, the Buyer shall:
hold the Goods on a fiduciary basis as the Company´s bailee;
store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company´s property;
not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
maintain the Goods in satisfactory condition and keep them insured on the Company´s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.
The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
any sale shall be effected in the ordinary course of the Buyer´s business at full market value; and
any such sale shall be a sale of the Company´s property on the Buyer´s own behalf and the Buyer shall deal as principal when making such a sale.
The Buyer´s right to possession of the Goods shall terminate immediately if:
the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
the Buyer encumbers or in any way charges any of the Goods.
The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer´s right to possession has terminated, to recover them.
Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer´s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
On termination of the Contract, howsoever caused, the Company´s (but not the Buyer´s) rights contained in this condition 6 shall remain in effect.
Provision of Services
Where the Company is to perform Services at the Buyer’s premises, the Buyer shall procure safe access to the premises and the provision of adequate power, lighting, heating and other such facilities or supplies for the Company’s employees or agents in accordance with the demands of any applicable legislation and as the Company shall reasonable require.
The Services will be deemed to be completed and the relevant element of the Contract price to be due and payable immediately:-
when the Company issues a written notice to the Buyer confirming such completion; or
if the Company is available to perform the Services but is prevented from doing so by reason of:-
the lack of relevant assistance from the Buyer; and/or
the condition of the Buyer’s premises or the site at which the Services are to be provided and/or the facilities at or the services available therein at the time agreed for the provision of Services are in any way inadequate or unsatisfactory.
Unless otherwise agreed by the Company in writing, the price for the Goods and/or Services shall be the price set out in the Company´s price list published on the date of delivery or deemed delivery of the Goods or completion or deemed completion of performance of Services.
The price for the Goods and/or Services shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods and/or Services.
The Company reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods and Services to reflect any increase in the cost to the Company which is due to any change in delivery date, quantities or specifications for the Goods or Services which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate information or instruction.
We cannot be held responsible for any errors in prices shown on our website and we do our best to ensure these are correct. Occasionally manufacturers may increase their prices to us and we may need to increase a price shown on our website to cover this increase.
Where a price has been incorrectly entered on a product as a ‘genuine and honest’ mistake by a member of staff, we reserve the right to cancel the order and are not obliged to sell the product at the price displayed.
If a price is displayed incorrectly and the goods have not been paid for or collected/delivered, we reserve the right to cancel the order as no contract between the two parties has been made.
Subject to condition 9.4, payment of the price for the Goods and/or Services is due in pounds sterling on the 28th day of the month following the date of invoice.
Time for payment shall be of the essence.
No payment shall be deemed to have been received until the Company has received cleared funds.
All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of HSBC Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
The Company reserves the right to request payment for Goods to be paid for in full on delivery in accordance with any individual settlement terms agreed in writing between the Company and the Buyer.
Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.
The Company warrants that (subject to the other provisions of these conditions) upon delivery and from the date of delivery, the Goods shall:
be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
be reasonably fit for purpose; and
be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of the Company.
The Company further warrants that the Services will be performed with reasonable skill and care.
The Company shall not be liable for a breach of any of the warranties in condition 10.2 unless:
the Buyer gives written notice of the defect to the Company, and, if the defect is as a result of damage in transit to the carrier, within 7 days of the time when the Buyer discovers or ought to have discovered the defect; and
the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Buyer’s cost for the examination to take place there.
The Company shall not be liable for a breach of any of the warranties in condition 10.2 if:
the Buyer makes any further use of such Goods after giving such notice; or
the defect arises because the Buyer failed to follow the Company´s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
the Buyer alters or repairs such Goods without the written consent of the Company.
The Company shall not be liable for a breach of the warranty in condition 10.3 unless the Buyer gives written notice that the Services have not been carried out to any appropriate standard and the Company is given reasonable opportunity to re-perform the Services.
Subject to condition 10.3 and condition 10.5 and condition 10.6, if any of the Goods and/or Services do not conform with any of the warranties in condition 10.2 and condition 10.3 the Company shall at its option repair or replace such Goods (or the defective part) or re-perform the Services or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Buyer’s expense, return the Goods or the part of such Goods which is defective to the Company.
If the Company complies with condition 10.7 it shall have no further liability for a breach of any of the warranties in condition 10.2 and condition 10.3 in respect of such Goods or Services.
Any Goods replaced shall belong to the Company and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of any warranty period that may be notified by the Company to the Buyer.
The Company disclaims liability for Goods returned without the written consent of the Company. The Company may, at its sole option and discretion accept the return of Goods for credit. Any Goods approved for return must be advised in writing quoting the Company’s invoice number. The Company reserves the right to charge a reasonable handling charge where this is justified.
Limitation of liability
Subject to condition 4, condition 5 and condition 10, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
any breach of these conditions;
any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
Nothing in these conditions excludes or limits the liability of the Company:
for death or personal injury caused by the Company´s negligence; or
under section 2(3), Consumer Protection Act 1987; or
for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
for fraud or fraudulent misrepresentation.
Subject to condition 11.2 and condition 11.3:
the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to £1,000,000; and
the Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
The Company may assign the Contract or any part of it to any person, firm or company.
The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 60 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
The Company may, as it thinks fit, immediately suspend further performance of the Contract or cancel any outstanding provision of the Services or delivery of the Goods or stop any Goods in transit or by written notice to the Buyer terminate the Contract without liability to the Company if:-
the Buyer commits a material breach if any of its obligations under the Contract which is incapable if remedy;
the Buyer fails to remedy a breach of its obligations under the Contract (except as to payment) which is capable of remedy, or persists in any breach of any of its obligations under the Contract after having been requested in writing by the Company to remedy or desist from such breach within a period of 14 days;
any sum payable under the Contract is not paid within 7 days of its due date for payment in accordance with the Contract;
the Buyer (being a partnership) or the Buyer’s partner offers to make any arrangements with or for the benefit of the creditors of the Buyer or the Buyer’s partner generally or there is presented in relation to the Buyer or the Buyer’s partner a petition of bankruptcy;
the Buyer (being a limited company) is deemed to be unable to pay its debts within the meaning of section 1234 of the Insolvency Act 1986 or the Buyer calls a meeting for the purpose of passing a resolution to wind up its company, presents or has presented a petition to wind up or has any receiver, administrative receiver or administrator appointed to the whole or any part of the Buyer’s business, undertaking, property or assets;
the Buyer ceases or threatens to cease to carry on business; or
the Company reasonable believes that any of the events specified in condition 14.1 (a) to (e) above is about to occur in relation to the Buyer.
Notwithstanding any such termination or suspension in accordance with conditions 13 or 14 above the Buyer shall pay the Company at the Contract rate for all Goods delivered or Services provided up to and including the date of suspension or termination and the termination of the Contract or any contract for whatever reason shall not affect the rights or remedies of either party in respect of any antecedent breach or in respect of any sum owing or to become owing to the other.
Instruction on Safe use
The Buyer is advised to read the instructions supplied with all Goods and to follow those instructions closely. If the Buyer has any doubts about the interpretation of those instructions the Buyer should seek written advice from the Company prior to operating the Goods. It is the duty of the Buyer to convey instructions for safe use to the Buyer’s employees and members of the public.
Any advice or recommendation given by the Company or its employees or agents to the Buyer or its employees or agents as to storage, application or use of the Goods which is not confirmed in writing by the Company is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax:
(in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; or
(in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer.
Communications shall be deemed to have been received:
if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
if delivered by hand, on the day of delivery; or
if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
Communications addressed to the Company shall be marked for the attention of the Managing Director.
Where the Goods or Services are sold or supplied under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these conditions.
Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.