Trade Terms & Conditions
WILLIAM YEOWARD – TERMS AND CONDITIONS FOR BUSINESS CUSTOMERS
1 Interpretation
The following definitions and rules of interpretation apply in these Conditions.
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.
Contract: the contract between William Yeoward 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 William Yeoward.
Delivery Location: has the meaning given in clause 4.1.
Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer's order for the Goods, as set out in the Customer's written acceptance of William Yeoward's quotation.
Specification: any specification for the Goods, including proforma invoice, confirmation email and any related plans and drawings, that is agreed in writing by the Customer and William Yeoward.
William Yeoward and Supplier: means William Yeoward Furniture Limited (registered in England and Wales with company number 02249386) who shall supply the Goods to the Customer.
1.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2 A reference to a party includes its successors and permitted assigns.
1.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.4 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative.
1.5 A reference to writing or written includes email.
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 law, 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 are complete and accurate.
2.3 The Order shall only be deemed to be accepted when William Yeoward issues a written acceptance of the Order via proforma invoice or email (the "Confirmation Email") at which point the Contract shall come into existence.
2.4 Any samples, drawings, descriptive matter or advertising produced by William Yeoward and any descriptions or illustrations contained in William Yeoward catalogues, brochures, website or other promotions material (the "Sales Literature") are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.5 A quotation for the Goods given by William Yeoward shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
3.1 The description of the Goods shall be set out in the Specification.
3.2 William Yeoward reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement and William Yeoward shall notify the Customer in any such event.
3.3 The packaging of the Goods may be different from that shown in any Sales Literature.
3.4 William Yeoward shall use reasonable endeavours to ensure weights, sizes and measurements are as accurate as possible, there may be a small tolerance in such weights, sizes and measurements.
4.1 The Customer can collect the Goods from the Supplier's premises at 270 Kings Road, London, SW3 5AW or such other location as may be advised by William Yeoward (Delivery Location) within three Business Days of William Yeoward notifying the Customer that the Goods are ready. Delivery will be deemed completed on the completion of loading the Goods at the Delivery Location. On request, William Yeoward can deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location). In this instance, delivery is deemed complete on the completion of unloading of the Goods at the Delivery Location. It shall be the Customer's responsibility to enquire about the delivery service provider and delivery costs before placing an order.
4.2 The Customer must contact William Yeoward to enquire about logistics and other delivery information before placing an order to require William Yeoward to deliver the Goods to an address based inside or outside the UK.
4.3 Any lead times or delivery dates given by William Yeoward are approximate only, and the time of delivery is not of the essence. William Yeoward shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event, any third party suppliers or the Customer's failure to provide William Yeoward with adequate delivery instructions (or other relevant instructions).
4.4 If the Customer fails to take delivery of the Goods within 3 Business Days of William Yeoward notifying the Customer that the Goods are ready, then:
4.4.1 delivery of the Goods shall be deemed to have completed at 9.00am on the third Business Day after the day on which we advised you that the Goods were ready;
4.4.2 William Yeoward shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.4.3 If after the Customer has not taken delivery after 20 Business Days of William Yeoward notifying that the Goods were ready for delivery, William Yeoward reserves the right to resell or otherwise dispose of part or all of the Goods.
5 QUALITY
5.1 William Yeoward warrants that on delivery the Goods shall:
5.1.1 conform in all material respects with the Specification;
5.1.2 be free from material defects in design, material and workmanship; and
5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2 Any Goods sold at discount prices, as remnants or as substandard will be identified and sold as such. It will be the Customer's responsibility to check that they are of a satisfactory quality for their intended use.
5.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law excluded from the Contract.
6 Title and Risk
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until William Yeoward has received payment in full cleared funds or cash.
7 Charges and payments
7.1 The price of the Goods shall be the price set out in the Order.
7.2 The price of the Goods:
7.2.1 will be in the currency specified on your Order;
7.2.2 is exclusive of value added tax (VAT); and
7.2.3 excludes the cost of delivery.
7.3 Accepted payment methods include: cash, bank transfer, Paypal, and the following credit and debit cards: Visa, Mastercard, Amex, Maestro (all payments by credit card or debit card need to be authorised by the relevant card issuer). Payment by cheque is not accepted.
7.4 Unless otherwise agreed in writing payment for the Goods must be made in full and in cleared funds by the Customer to William Yeoward in advance of delivery.
7.5 A minimum deposit of (fifty percent) 50% of the sales order value (the "Deposit") is required when placing any Goods made to order ("Customised Goods"). For the avoidance of doubt, the Deposit will be mandatory before any order for Customised Goods can be confirmed by the Supplier. The Deposit is non-refundable.
7.6 William Yeoward may agree to give credit terms to a Customer. Credit terms are agreed in writing by William Yeoward. If credit terms are extended to the Customer, the Customer shall pay each invoice submitted by the Supplier within the agreed credit terms:
7.6.1 within 30 Business Days of the date of the invoice; and
7.6.2 in full and in cleared funds to a bank account nominated in writing by the Supplier.
7.7 If the Customer fails to make a payment due to by the due date, then, without limiting the Supplier's remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.7 will accrue each day at 8% a year above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%.
8 FAULTY GOODS
8.1 The Customer shall be responsible for inspecting the Goods on delivery. The Customer may reject any Goods that are defective or nonconforming to the Specification and notify William Yeoward within the following timeframes:
8.1.1 7 Business Days from the date of delivery of any defects that would be apparent on normal visual inspection of the Goods; or
8.1.2 within a reasonable time of a latent defect having become apparent.
(the "Defect Notification")
8.2 The Goods must be returned to William Yeoward within 14 Business days of the Defect Notification at the Customer’s own expense. On written request, William Yeoward can collect the Goods from the Customer at an agreed location. There will be handling fee of 20% of the total value of the goods and return delivery costs applied (the "Additional Charges")
8.3 Rejected Goods under clause 8.1, shall entitle the Customer to a replacement, repair or refund of the Goods (excluding the original costs of delivery and subject to the additional costs in clause 8.2).
8.4 Goods must be returned with original packaging and in such condition to permit their resale. If the Goods are not returned as agreed, William Yeoward shall invoice the Customer for said Goods.
8.5 Any refunds will be issued within 5 Business Days and in any event no later than 14 Business Days after the Supplier receives the returned Goods. The original delivery charges and Additional Charges shall be deducted from the refund.
8.6 The terms of this agreement shall apply to any repaired or replacement goods supplied by William Yeoward.
9 Liability
9.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
9.1.1 death or personal injury caused by negligence;
9.1.2 fraud or fraudulent misrepresentation;
9.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
9.1.4 defective products under the Consumer Protection Act 1987.
9.2 Subject to Clause 9.1, the Supplier's total liability to the Customer shall not exceed the price paid for the Goods.
9.3 Subject to Clause 9.1, the following types of loss are wholly excluded:
9.3.1 loss of profits;
9.3.2 loss of sales or business;
9.3.3 loss of agreements or contracts;
9.3.4 loss of anticipated savings;
9.3.5 loss of or damage to goodwill; and
9.3.6 indirect or consequential loss.
9.4 This clause 9 shall survive termination of the Contract.
10 TerminAtion
10.1 Without limiting its other rights or remedies, William Yeoward may terminate this Contract with immediate effect by giving written notice to the Customer if:
10.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 28 days of that party being notified in writing to do so;
10.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
10.1.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
10.1.4 the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
10.2 Without limiting its other rights or remedies, William Yeoward may suspend provision of the Goods under the Contract or any other contract between the Customer and William Yeoward if the Customer becomes subject to any of the events listed in Clause 10.1.2 to Clause 10.1.4, or William Yeoward 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.
10.3 Without limiting its other rights or remedies, William Yeoward may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
10.4 On termination of the Contract for any reason the Customer shall immediately pay to William Yeoward all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, William Yeoward shall submit an invoice, which shall be payable by the Customer immediately on receipt.
10.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract, which existed at or before the date of termination.
10.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
11 Force Majeure
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations.
12 General
12.1 Assignment and other dealings.
12.1.1 The Customer may not assign the Contract or any part of it to any other party without the prior consent of William Yeoward.
12.1.2 William Yeoward may assign the Contract or any part of it to any other party.
12.2 Entire agreement
12.2.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12.2.2 Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
12.3 Variation: No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.4 Waiver: 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.
12.5 Severance: 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 12.5 shall not affect the validity and enforceability of the rest of the Contract.
12.6 Notices
12.6.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office.
12.6.2 Any notice shall be deemed to have been received: (i) if delivered by hand, at the time the notice is left at the proper address; or (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
12.6.3 This clause 12.6 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
12.7 Third party rights: Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
12.8 Governing law and Jurisdiction: The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the laws of England and Wales. 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 the Contract or its subject matter or formation.