Terms & Conditions
|1.1||Definitions. In these Conditions, the following definitions apply:|
'Business Day': a day (other than a Saturday, Sunday or public holiday) 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 10.8.
'Contract': the contract between the Supplier 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 the Supplier.
'Force Majeure Event': has the meaning given in clause 9.
'Goods': the goods (or any part of them) set out in the Order.
'Order': the Customer's order for the Goods on the Website or as set out in the Customer's purchase order form.
'Supplier': BSW ENERGY LIMITED whose registered office address is East End, Earlston, Berwickshire TD4 6JA (registered in Scotland with company number SC031022).
'Website': the website at the domain www.woodfuel-direct.co.uk that is operated by the Supplier.
|1.2||Construction. In these Conditions, the following rules apply:|
|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 are complete and accurate.|
|2.3||The Order shall only be deemed to be accepted when the Supplier communicates acceptance of the Order, at which point the Contract shall come into existence.|
|2.4||A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.|
|2.5||The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.|
|2.6||Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained on the Website or in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.|
|3.1||The Supplier shall ensure that:|
|3.2||The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (?Delivery Location?) at any time after the Supplier notifies the Customer that the Goods are ready.|
|3.3||Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.|
|3.4||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 Goods 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 Goods.|
|3.5||If the Supplier 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. The Supplier 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 Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.|
|3.6||If the Customer fails to accept delivery of the Goods within five Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:|
|3.7||If 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier 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.|
|3.8||The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered.|
|3.9||If agreed in advance with the Customer, the Supplier 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.|
|4.1||The Supplier warrants that on delivery, and for a period of 60 Business Days from the date of delivery ('warranty period'), the Goods shall:|
|4.2||Subject to clause 4.3, if:|
|4.3||The Supplier shall not be liable for Goods' failure to comply with the warranty set out in clause 4.1 in any of the following events:|
|4.4||Except as provided in this clause 4, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 4.1.|
|4.5||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.|
|4.6||These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.|
|5.||TITLE AND RISK|
|5.1||The risk in the Goods shall pass to the Customer on completion of delivery.|
|5.2||Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for the Goods.|
|5.3||Until title to the Goods has passed to the Customer, the Customer shall:|
|5.4||If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 7.2, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.|
|6.||PRICE AND PAYMENT|
|6.1||The price of the Goods shall be the price set out in the Order, or, if no price is quoted,|
the price set out in the Supplier's published price list in force as at the date of delivery.
|6.2||The Supplier may, by giving notice to the Customer at any time up to five Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:|
|6.3||The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be agreed with the Customer and added to the total amount due.|
|6.4||The price of the Goods 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 Goods.|
|6.5||If the Customer places an Order for delivery outside the UK, the Goods may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. The Customer will be responsible for payment of any such import duties and taxes. The Customer will comply with all applicable laws and regulations of the country for which the Goods are destined. The Supplier will not be liable for any breach by the Customer of any such laws.|
|6.6||If agreed between the Supplier and the Customer, the Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery. The Customer shall pay any such invoice in full and in cleared funds within 20 Business Days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier or in accordance with such other instructions as nominated by the Supplier. Time of payment is of the essence.|
|6.7||Unless agreed otherwise between the Supplier and the Customer in accordance with clause 6.6, payment for all Goods must be made in advance by credit or debit card. We will not charge your credit or debit card until we dispatch your order.|
|6.8||If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (?due date?), then the Customer shall pay interest on the overdue amount at the rate of 5% per annum above Barclays Bank plc's base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.|
|6.9||The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may at any time, without limiting any other rights or remedies it may have, cancel or suspend any other outstanding order and set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.|
|6.10||If a Customer returns Goods to the Supplier:|
|7.||CUSTOMER'S INSOLVENCY OR INCAPACITY|
|7.1||If the Customer becomes subject to any of the events listed in clause 7.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Supplier without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall, if not already paid, become immediately due.|
|7.2||For the purposes of clause 7.1, the relevant events are:|
|7.3||Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.|
|8.||LIMITATION OF LIABILITY|
|8.1||Nothing in these Conditions shall limit or exclude the Supplier's liability for:|
|8.2||Subject to clause 8.1:|
|9.1||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.|
|10.1||The Customer's status. If a Customer is an individual consumer, he warrants that:|
|10.3||Assignment and subcontracting.|
|10.6||Waiver. A waiver of any right or remedy under the Contract 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 preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.|
|10.7||Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.|
|10.8||Variation. Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Supplier.|
|10.9||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 (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.|