1.1 Definitions. In these Conditions, the following definitions apply:
Business Day a day (other than a Saturday, Sunday or public holiday) when UK clearing banks in the city of London are open for general 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 the Supplier and the Customer for the sale and purchase of the Products in accordance with these Conditions.
Customer the person or firm who purchases the Products from the Supplier.
Force Majeure Event has the meaning given in clause 10.
Installation Location the retail premises, business premises or other location in which the Wood Floor Products are to be installed.
Order the Customer's order for the Products placed through the Website.
Other Products means any Products other than the Wood Floor Products supplied by the Supplier to the Customer.
Products the products (including the Wood Floor Products and the Other Products) (or any part of them) set out in the Order.
Supplier The Hardwood Floor Store Limited (company registration number: 10245545)
Trade Marks means any trade name, business name or trade mark, used or owned by the Supplier whether registered or otherwise.
Website means the Supplier’s website at www.hardwoodfloorstore.co.uk.
Wood Floor Products means the wood flooring products (if any) supplied by the Supplier to the Customer.
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 emails.
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 Products in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Supplier issues an email acceptance of the Order (“Order Confirmation”), at which point the Contract shall come into existence.
2.4 The Supplier shall be entitled to reject the Order at its sole discretion and if it elects to do so (for example due to unavailability of the Products requested by the Customer) it shall notify the Customer of this by email or telephone and will not process the Order. If the Customer has already made full or part payment for the Products, the Supplier shall refund such amounts as soon as reasonably practicable.
2.5 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 the Supplier which is not set out in the Contract.
2.6 Any samples, drawings, images, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues, websites (including the Website) or brochures are produced for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract or have any contractual force.
2.7 Although the Supplier has made every effort to display the colours of the Products on the Website accurately, the Supplier could guarantee that the Customer’s display of the colours will accurately reflect the colour of the Products and the Product may vary slightly from images on the Website.
2.8 Due to the nature of the Wood Floor Products, the Customer hereby agrees, acknowledges and accepts that:
(a) the moisture content of the Wood Floor Products will vary from batch to batch;
(b) the profiles of tongue and groove will vary from batch to batch; and
(c) the colour and consistency of the Products may vary from any samples and is liable to change as a result of the passage of time and any exposure to sunlight.
3.1 The Products are described in the Order Confirmation.
3.2 The Supplier reserves the right to amend the Products without notice to the Customer if required by any applicable statutory or regulatory requirements.
3.3 The Supplier shall be entitled to supply an alternative Product to match as closely as possible to the Products that the Customer has ordered. The Supplier will provide the Customer with reasonable notice as soon as this becomes apparent and the Customer will have the option to accept the alternate Product or cancel the Order.
3.4 The Customer shall be wholly responsible for determining whether the Products are fit for purpose where they are to be used for a particular or special purpose and whether they are to be used for a particular or special purpose and whether they are suitable for the intended Installation Location and the Customer agrees, and acknowledges and accepts that the Supplier is a Supplier of the Products only and nothing is to be taken as a warranty, representation or otherwise that the Supplier has provided any design advice or installation instruction upon which the Customer is entitled to place any reliance.
3.5 The Supplier shall not be responsible for installing the Products and shall have no liability for any damage to the Products or any other Property, person or otherwise caused during the installation of the Products. Any guidelines or instructions that the Supplier may provide in relation to installation are to act as a manufacturers guide only and are not specific to the Installation Location or any individual Products and should not be relied upon for the proper installation of the Products, which should only be carried out by an appropriately skilled professional.
3.6 The Customer shall be responsible for ensuring that the Products are fully and properly maintained including but not limited to:
(a) by the development and implementation of a proper maintenance schedule in accordance with the British Standard Institute Code of Practice for Installation of Flooring of Wood and Wood based Panels (BS;8201;2011) as issued and amended from time to time;
(b) by ensuring that the Products are maintained at the appropriate humidity level;
(c) by ensuring that the Wood Floor Products are adequately protected against damage (including but not limited to scratches, dents and scuff marks) including but not limited to by sanding, sealing and using cloth furniture protectors in accordance with manufacturers guidance or instructions or guidance provided by the installer of the Wood Floor Products.
4.1 The Supplier shall ensure that:
(a) each delivery of the Products is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Products remaining to be delivered; and
(b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.
4.2 Subject to clause 4.3, the Supplier shall deliver the Products to the location set out in the Order or such other location as the parties may agree ("Delivery Location") on such date as the Supplier shall notify the Customer by email in advance of dispatch of the Products ("Delivery Date").
4.3 If the Supplier has agreed in advance upon the Customer placing the Order or confirmed in the Order Confirmation, the Customer may collect the Products from the Supplier's premises or such other location as may be advised by the Supplier prior to delivery ("Collection Point").
4.4 Delivery of the Products shall be completed on the Products' arrival at the Delivery Location or upon the Supplier making the Products available for collection from the Collection Point (as applicable).
4.5 Subject to clause 4.6, the Supplier does not handle or unload the Products on arrival at the Delivery Location and does not load the Products at the Collection Point. The Customer must ensure that adequate assistance and personnel are available to unload the Products upon delivery.
4.6 The Supplier can supply a premium, dedicated delivery service, pursuant to which the Supplier will arrange for the Products to be unloaded (but not, for the avoidance of doubt, installed) at the Delivery Location ("Dedicated Delivery Service") provided that the Customer requests the Dedicated Delivery Service in the Order.
4.7 Subject to clause 4.8, if the Supplier fails to deliver any or all of the Products ("Undelivered Products"), its liability shall limited, at its election to one of the following:
(a) replacing the Products within a reasonable amount of time; or
(b) issuing a credit note against the invoice raised for the Undelivered Products; or
(c) reimbursing the Customer for the price of the Undelivered Products.
4.8 The Supplier shall have no liability for any failure or delay in delivering the Products where:
(a) such failure or delay is caused by the Customer's failure to comply with its obligations under the Contract, including a failure to:
(i) collect the Products in accordance with clause 4.3; and/or
(ii) provide the Supplier with the correct delivery address or any other relevant instructions; and/or
(b) the failure or delay has been caused by a Force Majeure Event.
4.9 If the Customer fails to take delivery of the Products or collect the Products from the Collection Point on the Delivery Date, then, except where such failure or delay is caused by the Supplier's failure to comply with its obligations under the Contract:
(a) delivery of the Products shall be deemed to have been completed at 9.00am on the Delivery Date ("Deemed Delivery") and responsibility for the Products shall pass to the Customer upon Deemed Delivery;
(b) the Supplier shall store the Products until delivery takes place, and charge the Customer for related costs and expenses (including, without limitation, storage and insurance);
(c) if the Customer fails to accept delivery of the Products within 4 weeks of the date of Deemed Delivery, the Supplier may re-sell or otherwise dispose of the Products (or any part of them) to any third party, without any liability to the Customer.
4.10 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
4.11 The Customer shall not be entitled to reject the Products if the Supplier delivers up to and including 5% more or less than the quantity of Products 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 Products was delivered.
4.12 The Supplier may deliver the Products 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.
4.13 The type and quantity of Products recorded by the Supplier upon dispatch from its premises shall be conclusive evidence of the type and quantity received the Customer upon Delivery, however the Customer is responsible for checking the Products upon Delivery and ensuring that it has been supplied with the correct Products (including but not limited to, the correct colour), before installing the Products at the Installation Location.
4.14 The Supplier is only able to deliver to locations within the United Kingdom, however additional charges may apply to locations in Northern Ireland, the highlands and Islands.
5.1 Certain Products benefit from a manufacturers guarantee. For details of the applicable terms and conditions, the Customer should refer to the manufacturers guarantee provided with the Products.
5.2 For products which do not have a manufacturers guarantee, the Supplier provides a warranty that the Products shall be free from material defects in design, material and workmanship, conform in all material respects with their description and be fit for any purpose expressly held out by the Supplier and remain so for the following applicable “warranty periods”:
(a) in the case of Wood Floor Products, for 12 months from the Delivery Date; and
(b) in the case of other Products, until the expiry of the earlier of the “used by”, “expiry”, or “best before” period stated on the packaging, labelling or other documentation accompanying the Other Products on delivery,
however, the warranty contained in this clause 5.2, does not apply in the circumstances in clause 5.4.
5.3 Subject to clause 5.4, if:
(a) the Customer gives notice in writing to the Supplier during the applicable warranty period at clause 5.2 above, within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 5.2;
(b) the Supplier is given a reasonable opportunity of examining such Products; and
(c) the Customer (if asked to do so by the Supplier) returns such Products to the Supplier's place of business at the Customer's cost,
the Supplier shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full.
5.4 The Supplier shall not be liable for Products' failure to comply with the warranty set out in clause 5.2, in any of the following events:
(a) the Customer makes any further use of such Products after giving notice in accordance with clause 5.3;
(b) the defect arises because the Customer failed to follow the Supplier's user or manufacturer's guidelines, oral or written instructions as to the storage, commissioning, installation, use, protection and maintenance of the Products or (if there are none) good trade practice regarding the same;
(c) the Customer or any third party alters or repairs such Products without the written consent of the Supplier;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions, accident or negligence by the Customer or any third party including but not limited to upon the installation of the Products; or
(e) the Products differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.5 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Products' failure to comply with the warranty set out in clause 5.2.
5.6 The terms implied by sections 13 to 15 of the Sale of Products Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.7 These Conditions shall apply to any repaired or replacement Products supplied by the Supplier.
6. TITLE AND RISK
6.1 The risk in the Products shall pass to the Customer upon the earlier of the arrival of the Products at the Delivery Location (prior to unloading) or the Collection Point (as applicable) or Deemed Delivery.
6.2 Title to the Products shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for:
(a) the Products; and
(b) any other goods that the Supplier has supplied to the Customer,
in which case title to the Products shall pass at the time of payment of all such sums.
7. PRICE AND PAYMENT
7.1 The price of the Products shall be as set out on the relevant order pages of the Website.
7.2 The Supplier may, by giving notice to the Customer at any time up to 5 Business Days before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:
(a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the Delivery Date, quantities or types of Products ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
7.3 The price of the Products is exclusive of all delivery charges which shall be indicated on the relevant order page of the Website.
7.4 The price of the Products is exclusive of amounts in respect of value added tax ("VAT"). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Products.
7.5 If the Customer has requested the Dedicated Delivery Service in accordance with clause 4.6, there will be an additional charge for this. The Supplier will notify the Customer of such charge in the Order Confirmation.
7.6 The Customer must make payment in full for the Products and all delivery charges at the point of ordering. The Supplier shall not dispatch the Product for delivery or allow them to be collected until payment is received in full.
7.7 The Supplier accepts payment by; Mastercard, Visa Debit, Visa Electron, and Maestro.
8. TERMINATION AND SUSPENSION
8.1 If the Customer becomes subject to any of the events listed in clause 8.2, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer.
8.2 For the purposes of clause 8.1, the relevant events are:
(a) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
(b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(d) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
(e) (being a company) the holder of a qualifying floating charge over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;
(f) a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;
(g) (being an individual) the Customer is the subject of a bankruptcy petition or order;
(h) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2(a) to clause 8.2(f) (inclusive);
(j) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
(k) the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
(l) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
8.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Products under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 8.2(a) to clause 8.2(l), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
8.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest.
8.5 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
8.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
9. LIMITATION OF LIABILITY
9.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or
(b) fraud or fraudulent misrepresentation.
9.2 Subject to clause 9.1:
(a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
(i) loss of profit;
(ii) loss of sales, business or revenue;
(iii) loss of corruption of data, information or software;
(iv) loss of business opportunity;
(v) loss of anticipated savings;
(vi) loss of goodwill; or
(vii) any indirect or consequential loss,
arising under or in connection with the Contract; and
(b) the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 125% of the price of the Products subject to the Order to which the liability relates.
10. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
11.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00am on the third Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission provided that such email was sent to the correct email address of the intended recipient and not recalled, or a message of non-delivery received.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.5 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
11.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier.
11.7 Governing law. 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 law of England and Wales.
11.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).