Standard Terms & Conditions

  1. Definitions:
    1. “The Buyer” – Any person, firm or company, or any of his/its representatives, purchasing or ordering goods from Winwood Products.
    2. “The Seller” – Winwood Products Ltd or any of its principals or representatives.
  2. Scope:
    1. These conditions apply to all and any contracts, agreements or transactions between The Seller and The Buyer. They prevail over any conditions contained or referred to in any documents of the buyer and any provision to the contrary is hereby excluded.
    2. These conditions together with any sales or delivery confirmations or advice notes and invoices of The Seller represent the complete agreement between The Seller and The Buyer. Save as specifically agreed in writing, no one is authorised to accept any further liability or obligation on The Seller’s behalf and The Buyer must not rely on any other documents or oral representations.
  3. Price:
    1. Save as otherwise specifically agreed the price shall be as stated in the invoice sent to The Buyer by The Seller, or, in the case of cash sales, in the sales or advice note. Unless otherwise stated, value added tax is not included and will be added to the price at the prevailing rate at the time of supply.
    2. Any prices indicated in The Seller’s price lists, catalogues and offers are for guidance only and The Seller reserves the right to withdraw or revise such prices at any time.
    3. Unless otherwise expressly agreed in writing, The Seller reserves the right to revise any agreed prices to take account of fluctuations in exchange rates, increase or imposition of any tax duty or levy and clerical or administrative errors. This also shall apply to any increases in The Seller’s costs including, but not limited to, the costs of raw materials, freight, shipment, haulage, labour, fuel and insurance.
    4. The Seller's quotations operate as invitations to The Buyer to place orders. They are not tenders and are subject to confirmation by The Seller upon receipt of The Buyer’s order.
    5. The Seller will communicate acceptance of The Buyer's order by way of a Sales Order Confirmation, detailing the specification of the goods and/or services to be supplied by The Seller, which will supersede all previous communicatons. The Buyer MUST check all details of the Order Confirmation carefully for correctness and advise The Buyer immediately of any errors or omissions. The absence of such communication to the contrary in a reasonable time shall mean that all aspects therein are correct and acceptable to The Buyer.
  4. Payment:
    1. Save as otherwise agreed in writing payment shall be due on the date indicated on The Seller’s invoice for goods supplied. If any payment becomes overdue, The Seller may charge interest at 8% above the base rate from time to time of HSBC Bank plc from the due date until payment.
    2. The Seller reserves the right to suspend or stop deliveries on The Buyer’s account and to withdraw or restrict credit provisions without assigning a reason therefore.
    3. In the event of non-payment, in accordance with the terms of sale, the whole balance outstanding on The Buyer’s account shall become due and payable immediately irrespective of the date of supply.
    4. The Buyer shall be liable for any and all additional costs incurred by The Seller, including internal administration costs that The Seller deems are directly attributable to non-payment by The Buyer
    5. Any sums due and owing to The Buyer from The Seller may at any time be offset by The Seller against any sums of money due and owing to The Seller from The Buyer.
  5. Quantities & Tolerances:
    1. All quantities, specifications and correspondence with samples shall be subject to reasonable commercial variation and The Seller accepts no responsibility for variations falling within this tolerance.
    2. Sizes are sold as nominal unless otherwise stated specifically in writing.
    3. All further processing, e.g. cutting to size, machining/profiling to pattern, surface coating, will be performed to industry standard tolerances unless agreed otherwise specifically in writing
  6. Images & Samples:
    1. All images on our website or printed material are for illustrative purposes only and to give a general guide of how the product may look. Without prejudice to the generality to the foregoing, where samples are submitted, no guarantee is given as to colour, exact dimensions or quality of the bulk that the sample represents. Samples supplied from materials specifically allocated for your particular order are solely to illustrate the end product more accurately than a generic sample.
    2. All references to colour systems, including but not limited to; RAL, Pantone, NCS, British Standard, are used as a guide only. The Seller will not accept responsibility for discrepancies or any assumptions made by The Buyer regarding closeness of colour match.
    3. Any images currently or previously shown on this website, printed material, or provided by us via email, including any images that have been especially created to more clearly illustrate an end product, are subject to copyright. Please refer to our legal notice for restrictions of use.
  7. Special Orders:
    1. The Seller may on request manufacture, machine or service goods in accordance with The Buyer’s drawings, designs, samples, sections, specifications or instructions. The Buyer accepts full responsibility for the accuracy of the same and indemnifies The Seller against all liability arising from The Seller’s compliance with The Buyer’s drawings, designs, specifications or instructions.
    2. The Buyer is responsible for ensuring that any licences, consents or permissions required by statute byelaw, or otherwise, are obtained.
    3. The Seller reserves the right to refuse cancellation of orders where the goods are ready for despatch or in the process of sorting or manufacture.
    4. If a specially reduced price has been agreed & accepted on a particular item, e.g. to clear that stock line, then this shall be classified as a special order that cannot be cancelled.
  8. Delivery:
    1. We are responsible for the supply of the goods, but not responsible for collection, transportation or delivery of those goods. You may arrange collection using your own courier, or we can arrange that on your behalf. Where you appoint us to act on your behalf to facilitate delivery to your premises, then this will be on the courier's standard terms & conditions, a copy of which can be supplied upon request.
    2. The place of delivery and any reported site access restrictions shall be in accordance with The Seller’s sales order confirmation, which is sent to The Buyer via email. It is The Buyer’s responsibility to ensure all information listed therein is correct.
      Failure of The Buyer to advise The Seller of errors or omissions within a reasonable period of time risks The Buyer incurring additional costs as detailed further below.
    3. Where the goods are sold on a collection basis, delivery to The Buyer occurs immediately the goods are loaded onto The Buyer’s vehicle, save where that vehicle is equipped with loading equipment which is to be used to load the goods, where delivery occurs in the instant prior to loading.
    4. Where The Seller agrees to deliver the goods on the Buyer's behalf, or when the goods are sold on an ex-quay basis or are due to be delivered from The Seller’s supplier, delivery to The Buyer occurs in the instant prior to unloading. Save where the vehicle is equipped with loading equipment, which is to be used to unload the goods, whereupon delivery takes place in the instant following unloading.
    5. The Seller may deliver the goods in one or more instalments and each instalment shall be treated as a separate contract. Failure by The Seller to make any delivery or part delivery shall not entitle The Buyer to reject the balance of the goods.
    6. Time and dates quoted are estimates and are not binding on The Seller.
    7. Where it may be possible to arrange delivery for a specific time period/date, The Seller will endeavour to make this happen but it cannot be guaranteed - time is not of the essence. The Seller shall not be held responsible for any delays/damages due to third party carriers, nor where the carrier fails to deliver at an agreed time.
    8. When we arrange delivery on your behalf:
      1. Unless arranged at the time of order, the carrier will be contracted to carry the goods to the nearest kerbside only. This may be performed via high-sided articulated vehicle at our option.
      2. The Buyer shall ensure proper access and parking for the carrier and a suitable method of mechanical off-loading. A lack of these facilities on site, or any other restrictions, must be made clear at the time the order is placed.
      3. If the carrier’s vehicle is not off-loaded within a reasonable amount of time through lack of assistance, an additional charge may be made.
      4. If no-one is present to accept delivery of the goods when the vehicle arrives, they may be returned to the carrier’s depot, or if this is not possible The Seller will endeavour to arrange storage on The Buyer's behalf. The Buyer shall be liable for ALL charges for re-delivery and any storage/rental.
      5. If delivery of the goods is refused for any reason other than the product being damaged in transit, The Buyer is liable for all outward and return freight charges incurred by such refusal, and a restocking charge applied (which may vary).
      6. Where goods are to be collected from the carrier's premises by The Buyer, or where The Buyer elects to delay delivery, The Seller will, from the date on which notice was given by The Buyer, assist The Buyer to find suitable holding/storage area but all costs are to be borne by The Buyer. Thereafter, The Buyer shall pay rent at a rate as determined by The Seller. In such circumstances, risk passes to The Buyer at the expiry date of the rent-free period.
    9. In the case of forward ordered goods, The Buyer must give instructions for delivery in good time to allow them to be carried out upon arrival of the goods. The Buyer is responsible for any costs arising from his failure to give proper instructions or to provide transport as agreed or to unload any vehicle, craft or vessel within the agreed time.
    10. Any claims for damages to property caused by a third party carrier must be taken up with them directly. The Seller shall not be liable for any cost or expense so incurred.
  9. Shortages or Damage:
    1. When the goods arrive The Buyer shall count the items received & check for any damage to the packaging at the time and while the driver is there. If the number of items received does not exactly match the number of items expected, the number of items received must be noted on the delivery note next to any signature. In the case of full pallets of goods, then the number of pallets shall be noted.
      NB: Unless it has been clearly endorsed, a signature is an acceptance that the whole order has been received in good condition.
    2. Damage to the materials / packaging MUST be noted on the delivery note next to the signature.
      NB: A comment such as "UNEXAMINED" or "UNCHECKED" will not be accepted by the insurers as a conditional signature. Neither The Seller nor the carrier can be held responsible for shortages or damages if not noted on the delivery note.
    3. Any shortages or damages must be reported in writing directly to The Seller immediately and within 48 hours of signing for the goods.
    4. All claims for shortage or damage must be filed with the carrier. The carrier's terms & conditions, including any restrictions therein, shall carry through to the consignee.
    5. In the event that a product is received in a faulty condition, we will arrange for the reported item(s) to be collected. Such items must be packed in the original packaging and be made available for collection by our carriers within 24hrs of The Buyer notifying they are faulty. If when the carrier arrives to collect the goods for return, they are found not to be available/packaged in a suitable condition, any additional charges incurred shall be payable by The Buyer.
    6. Once the items are received at our depot, The Seller will inspect the product(s), and if necessary arrange to send out a replacement product. (If the product is found on inspection NOT to be faulty on it's return, this item may be sent back to The Buyer, with all delivery charges involved payable by The Buyer.)
    7. In the event a special order item is received in a faulty condition, the faulty item will be replaced or, at our discretion, a credit raised for that item. Such fault does not give The Buyer the right to reject the balance of the consignment.
  10. Risk/Title:
    1. Risk passes to The Buyer at the point of delivery, or in the instant a delivery is unreasonably refused (e.g. other than due to damage in transit or incorrect goods supplied) or if, after the goods have already started their journey to The Buyer, transhipment of the goods is required to be arranged to a different address to that listed on The Seller's Order Confirmation.
    2. Where The Seller's supplier delivers goods direct to The Buyer, property in the goods passes to The Seller on delivery to The Buyer. Property in the goods shall not pass to The Buyer until the price has been paid in full. However, The Seller may at any time transfer property in the goods to The Buyer in notice writing.
    3. Until such times as the price of the goods has been paid The Buyer shall store the goods in such way as to enable them to be identified as the property of The Seller. The Buyer hereby irrevocably agrees that representatives of The Seller may enter The Buyer’s premises with such vehicles and equipment as may be necessary to remove the goods.
    4. If the goods are re-sold by The Buyer any payment due or made to The Buyer under such circumstances shall belong to The Seller and be held in trust for them. The Buyer, or their agents, shall be liable for The Seller for any loss or damage to the goods until they have been paid for in full or until such time as The Seller may transfer property in the goods to The Buyer in writing.
  11. Defects:
    1. Goods are not tested or sold as fit for any particular purpose. Any and every condition, warranty, term or representation as to quality, fitness for purpose, merchantability, delivery or otherwise which be implied or imposed by statute, common law, trade usage or by any other means is excluded.
    2. Notice of any defect or shortfall must be given to The Seller, in writing, within three days of delivery of the goods and The Seller must be given an immediate opportunity to inspect the goods, failing which all claims shall be deemed to be absolutely barred. The Seller shall have no liability if bulk is broken pending settlement of any claim, or if the goods cannot be clearly identified as having been supplied by The Seller.
    3. The Buyer should inspect the goods supplied before any incorporation in manufacture, building or any other form of processing. Claims cannot be made against goods in any form other than as upon delivery or collection.
    4. The Seller shall not be liable to repair, replace or make good any loss in respect of defects caused by incorrect handling, machining, installation, storage, treatment or use by The Buyer or any third party or by normal wear and tear.
  12. Return of goods:
    1. Goods that are obtained or made especially to The Buyer’s Instructions cannot in any circumstances be returned.
    2. If special order products have not yet been delivered to the Buyer the Seller will attempt to achieve cancellation, but this may not be possible. Any costs or charges the Seller incurs to achieve cancellation will be for the Buyer's account.
    3. To return a non-defective, stock item the Buyer must contact the Seller via email within maximum 14 days of delivery, confirming the item to be returned, reason for return, and the sales confirmation reference upon which the item was supplied (e.g. S-012345). If return of said goods is allowable, a Return Merchandise Authorisation (RMA) will be sent via email to the Buyer to confirm that return of the goods can be accepted.
    4. Upon receipt of the RMA, the Buyer shall arrange shipment to the Buyer's warehouse at the Buyer's cost.
    5. Once the goods have been received at the Buyer's warehouse they will be inspected and a credit note raised for the invoice value of any undamaged items in resalable condition. This credit note will typically be subject to a 30% restocking charge, but this figure may vary.
    6. In the event a returned item is deemed to be not salable for any reason, the Buyer will be notified via email that no credit will be given and the Buyer must arrange for the item to be removed during the normal hours of trading of the Seller's warehouse within 7 days. If the item is not removed within that time, then the Seller has the right to dispose of that item in whichever way he sees fit without further notice to the Buyer.
  13. Liability:
    1. The Seller shall have no liability to The Buyer for any damage or losses, direct or indirect, resulting from defect or from any act or default of The Seller.
    2. The Seller shall have no liability for any indirect or consequential losses or expenses, however caused, including but not limited to: loss of or damage to anticipated profits, contracts, reputation or goodwill, labour costs or losses or expenses arising from third party claims.
    3. In no circumstances shall The Seller's total liability in contract; tort or otherwise exceed the invoice price of the particular goods giving rise to the liability.
    4. If the person who supplies The Seller with the goods validly excludes, restricts or limits his liability to The Seller then the liability of The Seller to The Buyer in respect of those goods shall be correspondingly excluded, restricted or limited. The Seller will upon request supply The Buyer with details of any such exclusion, restriction or limitation.
    5. Where the goods are to be manufactured, machined, treated or installed by The Seller, The Seller reserves the right to sub-contract such operation to a third party in which case they shall be carried out on the standard terms and conditions of the third party. The Seller will upon request obtain for The Buyer a copy of any such terms and conditions. All orders are accepted for processing entirely at The Buyer’s risk. It is a condition of all contracts for the processing of goods that no warranty whatever is given or implied except that the processors are not responsible for any deterioration or damage arising from any cause whatever other than their own negligence.
    6. All sales of goods to be imported or sold on a forward basis are subject to shipment and safe arrival. Where The Seller procures goods from a foreign supplier and the price to The Seller is varied or the contract with The Seller is cancelled or altered by the vendor (whether lawfully or otherwise), The Buyer may either accept such cancellation or alteration or may cancel his contract with The Seller. This is provided that The Seller shall have no liability towards The Buyer and The Buyer shall indemnify The Seller against any costs or expenses incurred by The Seller in procuring or trying to procure the goods for The Buyer.
  14. Force Majeure:
    1. The Seller shall not be liable for failure of or delay in fulfilling any of it’s obligations where fulfilment thereof is prevented, frustrated, delayed or rendered uneconomic by circumstances or events beyond the control of The Seller
  15. Status:
    1. To terms that any condition herein would by virtue of the Unfair Contract Terms act 1977 be of no effect against a person dealing as a customer, that condition shall not apply to a person so dealing.
  16. Waiver:
    1. The rights of The Seller shall not be prejudiced or restricted by any indulgence or forbearance extended by The Seller to The Buyer and waiver of any particular breach shall not operate as a waiver of any subsequent breach
  17. Severance:
    1. If any Condition or part of a Condition is found to be invalid for any purpose it shall for that purpose be deemed to have been omitted without prejudice to the effectiveness of all other Conditions or parts of Conditions
  18. Law/Jurisdiction:
    1. These conditions and all arguments between The Seller and The Buyer shall be governed by and construed in accordance with English Law and any disputes shall be subject the exclusive jurisdiction of the English courts.
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