Terms of Business
1. Definitions
1.1. When the following words with capital letters are used in these Terms, this is what they will mean:
1.1.1. Event Outside Our Control: is defined in clause 12.2;
1.1.2. Goods: the goods that the Company is selling to you as set out in the Order;
1.1.3. Order: your order for the Goods as set out in our Quotation
1.1.4. Terms: the terms and conditions set out in this document; and
1.1.5. Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by you and the Company
1.1.6. Company (or We): Freeland Yacht Spars Limited of Units 2 and 3 Queenford Farm, Dorchester on Thames, Oxon OX10 7PH
1.1.7. Special factors: the use or intended use of the Goods outside Northern European waters and land within a period of 12 months from delivery; the use or intended use of the Goods for any other purpose other than that for which they are designed.
1.1.8. Fixings: all rigging, bands, blocks and other items to be fixed to the Goods by you or a third party after delivery by the Company.
1.1.9. When We use the words "writing" or "written" in these Terms, this will include e-mail unless We say otherwise.
2. Our contract with you
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2.1. These are the terms and conditions on which the Company supplies Goods to you to the exclusion of any other terms that you might seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2. Please ensure that you read these Terms carefully. Note that you are responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate. If you think that there is a mistake or require any changes, please contact the Company to discuss. The Company will confirm any changes in writing to avoid any confusion.
2.3. These Terms will become binding on you and the Company when we issue you with a written acceptance of an Order, at which point a contract will come into existence between you and the Company. Note that a contract is not formed at the time when you accept the quotation/place an Order.
2.4. If any of these Terms conflict with any term of the Order, the Order will take priority.
3. Changes to order or terms
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3.1. The Company may make reasonable revisions to these Terms from time to time in response to any changes in the law or regulatory requirements.
3.2. In the event of any changes in rates of exchange, custom duties or other charges or taxes outside the control of the Company and which result in an increased cost for the fulfilment of the Contract, the Company may pass such cost on to you in relation to any Goods yet to be delivered having first provided you with all reasonable information as to such increased costs.
4. Delivery of goods
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4.1. Unless expressly agreed in writing any delivery date stated by the Company in any acceptance of Order will be a best estimated date. The Company will not be liable for any late delivery save that, in the event that delivery is not made within 2 calendar months of such stated delivery date you will be entitled to give 21 days notice in writing making time of the essence such that, if delivery is not made within those 21 days, you will be entitled to cancel the contract. Occasionally Our delivery to you may be affected by an Event Outside Our Control. See clause 11 for the Company's responsibilities when this happens.
4.2. If you have asked to collect the Goods from the Company's premises, you can collect the Goods from there at any time during the hours of 8.00am to 4.00pm weekdays (or as otherwise agreed).
4.3. Delivery of an Order shall be completed when the Company delivers the Goods to the address you gave the Company or you collect the Goods.
4.4. The Goods will be your responsibility from the completion of delivery
4.5. You own the Goods once the Company has received payment in full.
5. Seller's guarantee of goods
5.1. We guarantee that on delivery and for a period of 12 months from delivery, the Goods shall be free from material defects and workmanship.
5.2. However, given that timber is a natural product which reacts to atmospheric conditions, particularly in the first 12 months after construction, it is very important that you advise us, at the time of Order, of any Special Factors which might apply. In the absence of any specific instruction, the Goods will be made for use in Northern Europe and Northern European waters during the first 12 months after construction.
5.3. The Company specifically reserves the right to limit its liability as to collection and return of defective goods. Where such reservation has been made and where a defect has arisen it shall be your responsibility for making arrangements for transport of the defective Goods either to the Company's premises or to a point of collection within [100] miles of the same. The Company shall in such circumstances not be liable for any other transport or storage costs.
5.4. This guarantee does not apply to any defect in the Goods arising from:
5.4.1. fair wear and tear;
5.4.2. wilful damage, abnormal storage or working conditions, accident, negligence by you or by any third party;
5.4.3. any alteration or repair by you or by a third party where such works have not been authorised by the Company in writing
5.4.4. any Specification provided by you.
5.4.5. Any failure by you or a third party to provide reasonable Fixings or otherwise to provide staying and other supports such as accord with normal practice
5.5. Any damage caused to the Goods arising from Special Factors which were not notified to the Company when placing the Order and endorsed upon the Acceptance of Order will not be considered as material defects and subject to this guarantee.
5.6. This guarantee is in addition to your legal rights in relation to the Goods that are faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
6. Price and payment
6.1. The price of the Goods will be set out in the Company's quotation and acceptance of Order.
6.2. Where specified the price will include VAT. In any event, if the rate of VAT changes between the date of the Order and the date of delivery or performance, the Company will adjust the rate of VAT that you pay, unless you have already paid for the Goods in full before the change in the rate of VAT takes effect.
6.3. The prices for the Goods exclude delivery costs, which will be added (with VAT) to the total amount due.
6.4. Where the price is payable by instalments, the details will be set out in the acceptance of Order. The full or final payment, as appropriate, will become due on invoice 7 days before delivery or the making of goods available for collection.
6.5. If you do not make any payment due to the Company by the due date for payment, We may charge interest to you on the overdue amount at the rate of 3% a year above the base lending rate of Lloyds TSB bank from time to time. This 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. You must pay the Company interest together with any overdue amount.
6.6. [However, if you dispute an invoice in good faith and contact the Company to let us know promptly after you have received an invoice that you dispute it, clause 6.5 will not apply for the period of the dispute.]
7. Our liability to you
7.1. If the Company fails to comply with these Terms, the Company will be responsible for loss or damage you suffer that is a foreseeable result of breach of the Terms or our negligence, but the Company is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of the Company's breach or if they were contemplated by you and the Company at the time we entered into this contract.
7.2. We only supply the Goods for private use. You agree not to use the Goods for any commercial, business or re-sale purpose, and the Company has no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
7.3. We do not exclude or limit in any way liability for:
7.3.1. death or personal injury caused by the Company's negligence or the negligence of the Company's employees, agents or subcontractors;
7.3.2. fraud or fraudulent misrepresentation;
7.3.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
7.3.4. breach of the terms implied by sections 13, 14 and 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and
7.3.5. defective products under the Consumer Protection Act 1987.
8. Events Outside Our Control
8.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under these Terms that is caused by an Event Outside Our Control.
8.2. An Event Outside Our Control means any act or event beyond Our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
8.3. If an Event Outside Our Control takes place that affects the performance of the Company's obligations under these Terms:
8.3.1. We will contact you as soon as reasonably possible to notify you; and
8.3.2. Our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, We will arrange a new delivery date with you after the Event Outside Our Control is over.
9. Your rights to cancel
9.1. You will not be able to cancel your Order once made (but this will not affect your legal rights as a consumer in relation to made-to-measure Goods that are faulty or not as described).
10. Our rights to cancel and applicable refund
10.1. We may have to cancel an Order before the Goods are delivered, due to an Event Outside Our Control or the unavailability of stock. We will promptly contact you if this happens.
10.2. If We have to cancel an Order under clause 14(a) and you have made any payment in advance for Goods that have not been delivered to you, We will refund these amounts to you.
10.3. Where We have already started work on your Order for made-to-measure Goods by the time We have to cancel under clause 14(a), We will not charge you anything and you will not have to make any payment to Us.
11. Information about us and how to contact us
11.1. The Company is a company registered in England and Wales with registration number: 4441232. The registered office is as set out above. The Company's registered VAT number is :.
11.2. If you have any questions or if you have any complaints, please contact the Company by post, by telephone to 01865 341227 or by email to jeremy.freeland@www.collars.co.uk.
12. How we may use your personal information
12.1. We will use the personal information you provide to Us to:
12.1.1. provide the Goods;
12.1.2. process your payment for such Goods; and
13. Other important terms
13.1. We may transfer Our rights and obligations under these Terms to another organisation, and We will always notify you in writing if this happens, but this will not affect your rights or Our obligations under these Terms.
13.2. This contract is between you and Us. No other person shall have any rights to enforce any of its terms. However, the purchaser of your property will have the benefit of the guarantee at clause 7.1 if you transfer it to them, but We and you will not need their consent to cancel or make any changes to these Terms.
13.3. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
13.4. If We fail to insist that you perform any of your obligations under these Terms, or if We do not enforce Our rights against you, or if We delay in doing so, that will not mean that We have waived Our rights against you and will not mean that you do not have to comply with those obligations. If We do waive a default by you, We will only do so in writing, and that will not mean that We will automatically waive any later default by you.
13.5. These Terms are governed by English law. You and We both agree to submit to the non-exclusive jurisdiction of the English courts. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.