WOODS FOODSERVICE LIMITED WEBSITE TERMS OF SUPPLY
These Terms will apply to any contract between us for the sale of Products to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Products from our site. Please note that by ordering any of our Products, you agree to be bound by these Terms.
Please click on the button marked “I Accept” at the end of these Terms if you accept them. If you refuse to accept these Terms, you will not be able to order any Products from our site.
You should print a copy of these Terms or save them to your computer for future reference.
We amend these Terms from time to time as set out in clause 6. Every time you wish to order Products, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were adopted on 4th of October 2013. These Terms, and any Contract between us, are only in the English language.
1. INFORMATION ABOUT US
1.1 We operate the website woodsfoodservice.co.uk . We are Woods Foodservice Limited, a company registered in England and Wales under company number 01620340 and have our registered office and main trading address at Unit 10c Chancerygate Business Centre, Brent Road, Middlesex UB2 5DQ. Our VAT number is 228677135 To contact us, please see our Contact Us page.
2. OUR PRODUCTS
2.1 The images of the Products on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflect the colour of the Products. Your Products may vary slightly from those images.
2.2 All sizes, weights, capacities, dimensions and measurements indicated on our site have a % tolerance.
2.3 The packaging of the Products may vary from that shown on images on our site.
2.4 All Products shown on our site are subject to availability. We will inform you either by e-mail or telephone as soon as possible if the Product you have ordered is not available and we will not process your order if made.
3. USE OF OUR SITE
4. HOW WE USE YOUR PERSONAL INFORMATION
5. A UK BUSINESS SERVICE ONLY
5.1 The Site is directed exclusively at commercial enterprises in the United Kingdom. You represent that all purchases made by you through our Site will be made for purposes integral to your business and will be within the scope of your authority to conclude contracts on behalf of your business.
6. APPLICATION OF THESE TERMS & OUR RIGHT TO VARY
6.2 We may revise these Terms from time to time and every time you order Products from us, the Terms in force at that time will apply to the Contract between you and us.
6.3 Whenever we revise these Terms in accordance with this clause 6, we will keep you informed and give you notice of this by stating that these Terms have been amended and the relevant date at the top of this page.
7. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
7.1 For the steps you need to take to place on order on our site, please see our below.
7.2 Our Sales Order Input Team are available from 9am to 5pm Monday to Friday (other than public holidays in England) and at all other times there is an automated voicemail service operating. Orders for the next day may be placed:-
(a) using the telephone order line during the hours stated above;
(b) using the automated voicemail until midnight . Orders placed after midnight but before 1am will be subject to a £2.50 + VAT Night Handling Charge (unless it is a plus up order)
(c) order deadline for Saturday deliveries is 5pm on Friday. The voicemail service is not available, however, orders can be placed online until 3am Saturday for Saturday deliveries.
(d) orders can be placed up to 3am online.
7.3 The order deadline for same day or second deliveries is 12 noon. Same day and second deliveries will be subject to a delivery charge which will be dependent on your location.
7.4 We do not deliver on Sundays or Bank Holidays.
7.5 We will confirm our acceptance of your online order by sending you an e-mail that confirms that the Products are available and can be delivered as requested. The Contract between us will only be formed when we e mail you the Confirmation.
7.6 If we are unable to supply you with a Product, for example because that Product is not in stock or no longer available, we will inform you of this by e-mail or by telephone and we will not process this item on your order. We will, however, attempt to provide a suitable substitute product.
8.1 Your order will be fulfilled by the previously agreed delivery window set out on your original application forms, unless there is an Event Outside of Our Control. If we are unable to meet the agreed delivery time because of an Event Outside of Our Control, we will contact you with a revised estimated delivery time.
8.2 Delivery will be completed when we deliver the Products to the address you gave us (Delivery Location). If you fail to take delivery of the Products then, except where such failure or delay is caused by our failure to comply with our obligations, delivery shall be deemed to have been completed at the time we attempted delivery and we may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, account to you for any excess over the price of the Products or charge you for any shortfall below the price of the Products.
8.3 The Products will be your responsibility from the completion of delivery.
8.4 You own the Products once we have received payment in full, including all applicable delivery charges.
9. PRICE OF PRODUCTS AND DELIVERY CHARGES
9.1 The prices of the Products will be as quoted on our site from time to time. We take all reasonable care to ensure that the prices of Products are correct at the time when the relevant information was entered onto the system. However if we discover an error in the price of Product(s) you ordered, please see clause 9.5 for what happens in this event.
9.2 Prices for our Products may change from time to time, but changes will not affect any order which we have confirmed in writing.
9.3 The price of a Product includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.
9.4 The price of a Product does not include delivery charges. Our delivery charge for deliveries made in our regular delivery area are £10 for orders placed under £40 in value. Deliveries made outside of our delivery coverage area maybe subject to a higher delivery charge and a higher minimum delivery requirement. Please contact our Logistics Manager for confirmation of these charges. We reserve the right to increase the delivery charge or the minimum delivery requirement without prior notice.
9.5 Our site contains a large number of Products. It is always possible that, despite our reasonable efforts, some of the Products on our site may be incorrectly priced. If we discover an error in the price of the Products you have ordered we will inform you in writing of this error and we will give you the option of continuing to purchase the Product at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. Please note that if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Products to you at the incorrect (lower) price.
10. HOW TO PAY
10.1 How you can pay for Products depends on the arrangement you have agreed with us. Cash on Delivery Accounts must be paid on or before delivery. Weekly accounts must be paid by the Friday of the second week. Two Weekly Accounts must be paid by the Friday of the third week and Monthly Accounts must be paid by the 16th of the following calendar month. Invoices must be paid in full without set off, deduction or withholding (except as required by law) and in cleared funds in accordance with instructions on the relevant invoice and time of payment is of the essence.
10.2 If you fail to make any payment due under the Contract by the due date for payment (due date), then we may refuse to deliver the Products or other products ordered and you shall pay interest on the overdue amount at the rate of 4% per annum above the base rate of Bank of England from time to time or, at our discretion, under the Late Payment of Commercial Debts (Interest) Act 1998. 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.
11. OUR WARRANTY FOR THE PRODUCTS
11.1 We provide a warranty that on delivery, the Products shall be free from material defects and of satisfactory quality (within the meaning of the Sale of goods Act 1979). However, this warranty does not apply in the circumstances described in clause 11.2.
11.2 The warranty in clause 11.1 does not apply to any defect in the Products arising from:
(a) natural deterioration or fair wear and tear;
(b) wilful damage, negligence, or abnormal storage or working conditions, accident, negligence by you or by any third party; (c) your failure to follow our oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same; (d) our following any instructions provided by you; or
11.3 Subject to clause 11.3, if you notify us in writing within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 11.1 and allow us to collect and examine such Products we shall, at our option, repair or replace the defective Products, or refund the price of the defective Products in full.
11.4 We shall not be liable for failure of the Products to comply with the warranty set out in clause 11.1 if you make any further use of the Products after giving notice in accordance with clause11.2 or the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
11.5 These Terms shall apply to any replacement Products supplied by us.
12. OUR LIABILITY TO YOU
12.1 Nothing in these Terms limit or exclude our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or (d) defective products under the Consumer Protection Act 1987.
12.2 Subject to clause 12.1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software; (c) loss of business opportunity; (d) loss of anticipated savings; (e) loss of goodwill; or (f) any indirect or consequential loss.
12.3 Subject to clause 12.1 and clause 12.2 , our total liability to you 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 the price of the Products.
12.4 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.
13. EVENTS OUTSIDE OUR CONTROL
13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 13.2.
13.2 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 or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
13.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under a Contract 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 Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
14. COMMUNICATIONS BETWEEN US
14.1 When we refer, in these Terms, to “in writing”, this will include e-mail.
14.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.
14.3 If you are a business, please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15. OTHER IMPORTANT TERMS
15.1 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms. We will always notify you by posting on this webpage if this happens.
15.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
15.3 This contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
15.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
15.5 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.
15.6 These Terms are governed by English law. This means that a 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), will be governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.