Standard Terms & Conditions

Definitions:
1. “Buyer” – Any person, firm or company, or any of his/it’s representatives, purchasing or ordering goods from Winwood Products.
2. “Winwood Products” – Winwood Products or any of its principals or representatives.
Scope:
1. These conditions apply to all and any contracts, agreements or transactions between the Winwood Products 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 Winwood Products sales or delivery confirmations or advice notes and invoices represent the complete agreement between Winwood Products and the Buyer. Save as specifically agreed in writing, no one is authorised to accept any further liability or obligation on Winwood Products’ behalf and the Buyer must not rely on any other documents or oral representations.
Price:
1. Save as otherwise specifically agreed the price shall be as stated in the invoice sent to the Buyer by Winwood Products, 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.
2. Any prices indicated in Winwood Products’ price lists, catalogues and offers are for guidance only and Winwood Products reserves the right to withdraw or revise such prices at any time.
3. Unless otherwise expressly agreed in writing, Winwood Products 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 Winwood Products’ costs including, but not limited to, the costs of raw materials, freight, shipment, haulage, labour, fuel and insurance.
4. Winwood Products quotations operate as invitations to the Buyer to place orders. They are not tenders and are subject to confirmation by Winwood Products upon receipt of the Buyer’s order.
Payment:
1. Save as otherwise agreed in writing payment shall be due on the date indicated on Winwood Products’ invoice for goods supplied. If any payment becomes overdue, Winwood Products may charge interest at 4% over the base rate from time to time of HSBC Bank plc from the due date until payment.
2. Winwood Products 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. 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.
3. Any sums due and owing to the Buyer from Winwood Products may at any time be offset by Winwood Products against any sums of money due and owing to Winwood Products from the Buyer.
Quantities:
1. All quantities, specifications and correspondence with samples shall be subject to reasonable commercial variation and Winwood Products accepts no responsibility for variations falling within this tolerance.
2. Sizes are sold as nominal unless otherwise stated.
Images & Samples:

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.
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.

Special Orders:
1. Winwood Products 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 Winwood Products against all liability arising from Winwood Products’ 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. Winwood Products reserves the right to refuse cancellation of orders for supply of goods where the goods are ready for despatch or in the process of sorting or manufacture.
4. Goods that are obtained or made especially to the Buyer’s Instructions cannot in any circumstances be cancelled or returned.
Delivery:
1. 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.
2. Where Winwood Products agrees to deliver the goods, or when the goods are sold on an ex-quay basis or are due to be delivered from Winwood Products’ 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.
3. Winwood Products may deliver the goods in one or more instalments and each instalment shall be treated as if it is a separate contract. Failure by Winwood Products to make any delivery or part delivery shall not entitle the Buyer to reject the balance of the goods.
4. 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.
5. When goods are sold on a delivered basis, the Buyer shall ensure proper access and parking for the haulier and a suitable method of mechanical off-loading, which may be delivered by high-sided articulated vehicle. A lack of any of these facilities on site, or any other restrictions, must be made clear at the time the order is placed. If the carrier’s vehicle is not off-loaded within a reasonable amount of time through lack of assistance an additional charge will be made. Unless it has been stated otherwise at the time of order, it will be assumed that delivery by any form of vehicle is acceptable. and mechanical offloading is available on site.
6. Where goods are to be collected by the Buyer, or where the Buyer elects to delay delivery, Winwood Products 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 reasonable rate (as determined by Winwood Products). In such circumstances, risk passes to the Buyer at the expiry date of the rent-free period.
7. Time and dates quoted for delivery dates are estimates and are not binding on Winwood Products.
8. If no-one is present to accept delivery of the goods when the vehicle arrives, they will be returned to the haulier’s depot, and the Buyer will be liable for ALL charges for re-delivery. 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).
9. Where it may be possible to arrange delivery for a specific time period/date, Winwood Products will endeavour to make this happen but it cannot be guaranteed - time is not of the essence.
10. Winwood Products will not be held responsible for any delays/damages due to third party carriers, nor will we entertain any claims for compensation where the carrier fails to deliver at an agreed time.
11. Any claims for damages to property caused by any third party carrier must be taken up with them directly.
Shortages or Damage:
1. When the goods arrived the Buyer MUST 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. 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: "UNEXAMINED" or "UNCHECKED" will not be accepted by the insurers as a conditional signature. Neither Winwood Products 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 Winwood Products immediately and within 48 hours of signing for the goods.
4. All claims for shortage or damage must be filed with the carrier - Winwood Products is subject to the Carriers terms and conditions, which will 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, a charge, which will be payable by the Buyer, will be made for the carrier to recollect.
6. Once the items are received at our depot, Winwood Products 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 for the Buyer's account.)
7. In the event of special order items that are received faulty, the faulty item will be replaced or, at our discretion, a credit raised for that item. (NB: For special order decorative items as part of a set it may prove impossible to offer a perfect match to the rest of the consignment.)
Risk/Title:
1. Risk passes to the Buyer according to the contract of sale.
2. Where Winwood Products supplier delivers goods direct to the Buyer, property in the goods passes to Winwood Products on delivery to the Buyer. Property in the goods shall not pass to the Buyer until the price has been paid in full. However, Winwood Products 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 Winwood Products. The Buyer hereby irrevocably agrees that representatives of Winwood Products 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 Winwood Products and be held in trust for them. The Buyer, or their agents, shall be liable for Winwood Products for any loss or damage to the goods until they have been paid for in full or until such time as Winwood Products may transfer property in the goods to the Buyer in writing.
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 Winwood Products, in writing, within three days of delivery of the goods and Winwood Products must be given an immediate opportunity to inspect the goods, failing which all claims shall be deemed to be absolutely barred. Winwood Products 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 Winwood Products.
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. Winwood Products 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.
Liability:
1. Winwood Products 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 Winwood Products.
2. Winwood Products 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 Winwood Products 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 Winwood Products with the goods validly excludes, restricts or limits his liability to Winwood Products then the liability of Winwood Products to the Buyer in respect of those goods shall be correspondingly excluded, restricted or limited. Winwood Products 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 Winwood Products, Winwood Products 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. Winwood Products 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 Winwood Products procures goods from a foreign supplier and the price to Winwood Products is varied or the contract with Winwood Products 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 Winwood Products. This is provided that Winwood Products shall have no liability towards the Buyer and the Buyer shall indemnify Winwood Products against any costs or expenses incurred by Winwood Products in procuring or trying to procure the goods for the Buyer.
Force Majeure:
1. Winwood Products 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 Winwood Products
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.
Waiver:
1. The rights of Winwood Products shall not be prejudiced or restricted by any indulgence or forbearance extended by Winwood Products to the Buyer and waiver of any particular breach shall not operate as a waiver of any subsequent breach
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
Law/Jurisdiction:
1. These conditions and all arguments between Winwood Products 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.