Terms and Conditions

  1. Definitions

    The Company - means WHEWELLS (HARDBOARD) LTD
    The Customer - means any individual, firm or company.
    The Contract - means any contract for the sale of Goods by the Company to the Customer and includes any contract written or verbal.
    The Goods - means any goods and/or services supplied by the Company to the Customer in whole or in part pursuant to a Contract or any substituted Goods pursuant to clause 8 below.

  2. Terms and Conditions

    All Goods supplied by the Company are supplied on the following terms and conditions and no variation of those terms and conditions shall have any effect unless expressly accepted by a Director of the Company in writing. The Company's conditions exclude any other terms and conditions which the Customer may seek to impose whether or not the Customer's conditions are contained in any offer acceptance or counter offer made by the Customer.

  3. Quotations

    Quotations by the Company unless otherwise stated are valid for 30 days from the date of the quotation and are only accepted by the Company on receipt of the Customer's order as a Contract either by written acceptance from the Company or by delivery of the Goods. The Company reserves the right to withdraw any quotation if necessary without notice either verbally or in writing.

  4. Accuracy of Description of Goods

    All descriptions, specifications, drawings and particulars of weight and dimensions submitted by the Company or otherwise contained in the Company's price list or other published matter are approximate only and none of these shall form part of any Contract or give rise to any independent or collateral liability upon the Company, being intended merely as a guide to the Goods description. The Company reserves the right to alter any specification without notice as necessary.

  5. Price

    The prices of the Goods shall be the Company's price ruling at the date of despatch or collection from the Company's premises. The Company reserves the right to alter these prices without notice if necessary. All prices quoted are exclusive of VAT and delivery unless otherwise stated in writing. All prices displayed on this website may have been subjected to increases since publication and as such cannot be guaranteed

  6. Payment

    1. Unless an account facility has been arranged and agreed to in writing by the Company prior to the Contract, all Goods must be paid for on a cash on collection/cash on delivery basis. The Company reserves the right to demand a reasonable deposit or cash with order prior to acceptance of a Contract at its discretion, whereby the balance will be payable on collection/delivery.

    2. For Customers with an account facility with prior agreement by the Company, all invoices are due and payable without discount of any kind on the last day of the month following that in which the invoice is dated. The time of payment of the price of the Goods shall be the essence of the contract.

    3. All and any monies remaining due and unpaid to the Company after such due date shall bear interest (both before and after judgment) at the rate of 4% above the base rate for the time being adopted by the Company's bank. If the Company has to instruct solicitors and or other agents to recover other monies owed by the Customer, the Customer will indemnify the Company in respect of all reasonable fees and costs payable by the Company to its solicitors or agents.

  7. Delivery

    1. Time for delivery is not of the essence and the Company shall not be liable for any loss or damage caused by late delivery or by non-delivery.

    2. Unless otherwise agreed in writing it shall be the responsibility of the Customer to collect the Goods from the Company's premises forthwith upon being notified that the Goods are available for collection.

    3. Where the Company has agreed in writing to deliver the Goods to the Customer then:-

      1. the Customer shall pay the Company the agreed delivery charge or if no such charge has been agreed, shall pay the Company such reasonable delivery charge as the Company may specify; and

      2. the Customer shall ensure that the delivery point has safe access capable of carrying the weight of the delivery vehicle; and

      3. the Company shall be entitled to charge the Customer for all packing cases or pallets or other like items supplied to the Customer and not returned to the Company; and

      4. the unloading of Goods from the delivery vehicle shall be the entire responsibility of the Customer who shall ensure that there is sufficient labour and machinery to carry out such unloading promptly, quickly and safely. The Company shall not be liable for any loss or damage howsoever caused during unloading of the Goods and the Customer shall indemnify the Company against all loss or damage (including consequential losses) suffered by the Company in connection with such unloading.

  8. Substitution

    The Company will endeavour to supply the exact Goods ordered, however in the event that is not possible a substitute of comparable performance will be offered to the Customer, where possible, and on confirmation of the order the Goods will be despatched.

  9. Force Majeure

    The Company shall not be liable for any failure in the performance of any of its obligations under the Contract caused by factors outside its control.

  10. Risk Property and Title

    1. Risk in the Goods shall pass to the Customer when the Goods are delivered or collected by the Customer or its agent.

    2. Notwithstanding that risk in the Goods shall have passed to the Customer, title in the Goods shall not pass to the Customer until payment is received by the Company for the Goods and no amounts are then outstanding from the Customer to the Company in respect of other Goods supplied by the Company.

    3. Until title to the Goods passes to the Customer the Customer shall hold the Goods as fiduciary agent and bailee for the Company shall keep the Goods in good and substantial repair and condition properly stored and protected and in such a way identifiable by the Company for the purposes of clause 10(d) hereof.

    4. Until such time as title in the Goods passes to the Customer (and provided the Goods are still in existence and have not been re-sold) the Company shall be entitled at any time to repossess and use or sell all or any of the Goods and so terminate the Customer's right to use, sell or otherwise deal in the Goods and for that purpose to enter any premises of the Customer or any third party where the Goods are stored.

  11. Shortages/Errors or Non-Delivery

    1. Customers must notify the Company of non-delivery of Goods within 14 days of the receipt of invoice otherwise the Company will not be liable.

    2. Any claim for shortages, defects or errors shall be notified where possible at the point of delivery/collection and in any event in writing within 7 days thereafter giving full details of the claim.

    3. The Company shall be afforded reasonable opportunity and facilities to investigate any claim made under this condition and the Customer shall if requested promptly return any Goods the subject of any claim and any packaging to the Company for examination.

    4. The Company shall have no liability whatsoever with regard to any claim in respect of which the Customer has not complied with the provisions of this condition.

  12. Extent and Limitation of Liability

    1. Under no circumstances shall the Company have any liability of any kind whatever kind for;

      1. any defects resulting from wear and tear, accident, improper use by the Customer his agent or servants or use by the Customer otherwise than in accordance with the instructions or advice of the Company or the manufacturer of any Goods, or neglect, or from any instructions or materials provided by the Customer.

      2. any Goods which have been adjusted, modified, altered or repaired otherwise than by the Company.

      3. suitability of any Goods for any particular purpose or use under specific conditions whether or not the purpose or conditions were known or communicated to the Company.

      4. any substitution by the Company at the request of the Customer of any materials or components not forming part of any specification of the Goods agreed in writing by the Company.

      5. the re-sale of the Goods by the Customer to any third party and in particular any liability arising out of the Customer's sales description, specification or claims as to performance of the Goods made by the Customer to any third party whether or not in connection with the Customer's trade or business.

    2. The Company shall have no liability to the Customer (other than liability for death or personal injury resulting from the Company's negligence) for any loss or damage of any nature arising from any breach of any expressed or implied warranty or condition of the Contract or any negligence, breach of statutory or other duty on the part of the Company or in any other way out of or in connection with the performance or purported performance of or failing to perform the Contract except in accordance with this condition.

    3. If the Customer establishes that any Goods have not been delivered, have been delivered damaged, or are not of the correct quantity, or do not comply with their description, in accordance with the conditions set out in clause 11 above, the Company shall, at its option replace with similar Goods any Goods which are missing, lost or damaged or do not comply with their description, allow the Customer credit for their invoice value or repair any damaged Goods, or to the extent that the Goods are not of the Company's manufacture, assign to the Customer (so far as the Company is able to do so) any warranties given by the manufacturer of the Goods to the Company.

    4. The delivery of any replacement Goods shall be at the Company's premises or other delivery points specified for the original Goods.

    5. Where the Company is shown to be liable in accordance with this condition in respect of only some or part of the Goods the Contract shall remain in full force and effect in respect of the other or other parts of the Goods and no set off or other claims shall be made by the Customer against or in respect of such other Goods.

    6. No claim against the Company shall be entertained for any defect arising from any specification provided or made by the Customer or if any adjustments, alterations or other work has been done to the Goods by any person other than by the Company.

    7. In no circumstances shall the liability of the Company to the Customer under this condition exceed the invoice value of the Goods and in any event the Company shall not be liable for any indirect or consequential loss including loss of a particular market to the Customer.

    8. Any advice or recommendation given orally or in writing by the Company its servants or agents whether requested by the Customer or any other party or not, is for guidance only and is not intended to be relied upon, and the Company shall not be under any liability whatsoever in respect of any act or omission of any recipient (whether direct or indirect) of any such advice or recommendation or in respect of any loss whatsoever howsoever occasioned in any manner resulting therefrom.

  13. Insolvency

    In the event that (being an individual) the Customer is made bankrupt or becomes subject to a voluntary arrangement pursuant to the Insolvency Act or (being a company) enters into liquidation (whether compulsory or voluntary) or has a receiver or administrative receiver or administrator or supervisor or manager appointed of the whole or any part of its business or undertaking, then the Company shall (without prejudice to all or any other rights it might have) have the same rights as set out in clause 10d) above.

  14. Cancellation

    1. No cancellation by the Customer is permitted unless expressly agreed by a director of the Company in writing.

    2. If the Customer fails to collect/accept delivery of the Goods or any part of them or fails to comply with its obligations under clause 7. hereof the Company may (without prejudice to its rights to treat such failures as repudiatory) store such Goods at the cost and expense (including insurance) of the Customer and shall be as entitled to payment for such Goods under clause 6. of these conditions as if they had been effectively delivered to/collected by the Customer.

  15. General

    1. The Company may sub-contract the performance of the Contract in whole or in part.

    2. The Contract is between the Company and the Customer as principals and shall not be assignable by the Customer to any other person whatsoever.

    3. The Company may at its discretion, suspend or terminate the supply of any Goods if the Customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract or any other agreement with the Company.

    4. The Customer shall save harmless and indemnify the Company in respect of all or any claims of whatever nature from whomsoever made arising out of the application or use by the Customer of the Goods or re-sale of the Goods to any third party by the Customer.

    5. No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

  16. Law and Constitution

    1. All Contracts and these conditions shall be governed and interpreted by English law and the parties hereby irrecoverably submit to the exclusive jurisdiction of the English Courts in all matters regarding the Contract.

    2. The headings to each clause are for identification only and shall not affect their interpretation.

  17. Notices

    Any notice to be given under the Contract shall be in writing and sent by facsimile transmission or forwarded by first class pre-paid letter post to the receiving party at their business address as last notified in writing to the other party and shall have been deemed to have been given on the date of the facsimile transmission or on the day following that on which the notice was posted.