1. These are the only terms and conditions upon which Wovenhill Ltd trading as "Wovenhill" will contract with you for the supply of goods from it. No alteration or substitution of these terms and conditions shall be valid unless agreed in writing.
Formation of Contract
2. A contract is formed between us when we confirm in writing (which shall include email) that your order has been accepted. Orders will not be accepted until we receive authorisation of your credit card payment or your cheque has been cleared. By placing an order with us you warrant that:
2.1 You are at least 18 years old;
2.2 You are legally capable of entering into binding contracts;
2.3 You have ensured all aspects of your order are correct and suitable for your requirements including (but not limited to) measurements, dimensions and product features.
3. Our employees and/or agents are not authorised to make any representations concerning our goods. In entering into the contract you acknowledge that you do not rely on any representations other than those in these terms and conditions.
4. Any typographical, clerical or other error or omission in any of our catalogues, advertisements, website, quotation, price list, acceptance of offer, invoice or other document or information issued by us ("sales literature") may be corrected without any liability on our part.
5. No drawings, illustrations or descriptions or any other information submitted or contained in sales literature shall be deemed to form part of the contract but are for general information and guidance only. In particular please note:
5.1 Fabric shades may vary slightly from one batch to another;
5.2 Hand finished products may have slight colour variations between batches. Due to the colouring process of natural materials, please be aware that colour transfer may occur with some products.
5.3 Stated measurements on our website are approximate only and may vary by plus or minus 3cm;
5.4 Accuracy of colour reproduction can be affected by the settings of your monitor, system or printer. Whilst every reasonable effort is made to ensure accuracy on the website we cannot warrant that there will not be slight variations.
6. We reserve the right to withdraw our acceptance of your order if any goods are not readily available to us and to refund in full any payment you have made for them. Other goods ordered by you will be despatched in the normal way.
6.1 Orders advertised as pre-orders will be delivered within 3 working days of the date stated. Delivery may also be made earlier than the
pre-order date with notification sent by the courier company being used to make
6.2 We reserve the right to change the pre-order date stated and advertised on our Website to reflect the delivery date given to Wovenhill by the haulage company.
6.3 By placing an order where pre-order is stated you are agreeing
to make full payment at this time, allowing the order to be processed and
accepted by Wovenhill with delivery made after the pre-order date stated.
6.4 On rare occasions and due to circumstances out of Wovenhill's control, there could be a delay and goods may be received outside of the
pre-order delivery date stated at the time of ordering. If this
happens an e-mail may be sent notifying the customers of the delay and giving
the option to proceed with the order or to receive a full refund.
7. The price of the goods is inclusive of value added tax (if applicable), packing and carriage costs within Mainland (but subject to clauses 7.1 and 7.2). Please note:
7.1 Mainland UK does not include the Scottish Highlands, All Islands, Northern Ireland and the following postcodes beginning with: AB, BT, DD, IM, IV, KW, KY, HS, PH, PA, ZE;
7.2 For delivery to Mainland UK at those locations set out in clause 7.1 carriage costs will normally be charged at the rate agreed between us of the time of your order which will be dependant on the goods ordered and means of carriage;
7.3 For delivery outside Mainland UK we can assist in facilitating delivery by providing you with details and prices of couriers. Any contract for delivery will be entered into directly between you and the courier. Our supplying details of a courier does not amount to a recommendation of that courier and we do not accept any liability for damage or loss caused by any such courier;
7.4 All payments must be in pounds sterling.
8. You shall be responsible for ensuring the goods you order are permitted to be imported to your country of residence and for obtaining any export and/or import licenses that may be required and for paying any import duties. You shall indemnify us for all losses, damages, costs and expenses which we may suffer or incur if you breach this term. Where goods are impounded by any lawful authority or otherwise you shall remain liable to us for the price of such goods unless such action can be shown to have arisen due to a fault by us.
9. Goods will be delivered to the country and address you provide to us and will normally be dispatched within 3 working days of your order being accepted (if within Mainland ) unless we state otherwise. Time for delivery shall not be of the essence and we shall not be liable for any delay in delivery. If we fail to dispatch any goods within 30 days of accepting your order (or such other period we have notified to you), we shall refund in full your payment in respect of such goods. Please note that on placing an order with us you warrant that you have ensured all goods you have ordered:
9.1 Will fit into the room you intend (see clause 5.3);
9.2 Can be moved via required access routes to the location you require including (where applicable) that our large delivery lorries can access you premises.
10. If you fail to take delivery of the goods or fail to give us adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond your reasonable control (subject to clause 9) or by reason of our fault) then, without prejudice to any other right or remedy available to us, we may:
10.1 Store the goods until actual delivery and charge you for the reasonable costs (including insurance) of storage and redelivery; or
10.2 Sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the price under the contract or charge you for any shortfall below the price under the contract.
11. Where the goods are to be delivered in instalments, each delivery shall constitute a separate contract. Failure by us to deliver any instalment in accordance with these terms and conditions or any claim by you in respect of any one or more instalment shall not entitle you to treat the contract as repudiated as a whole.
Title and Risk
12. Risk of damage to, or loss of, goods shall pass to you:
12.1 Where we have arranged delivery at the time the goods are delivered to you;
12.2 Where you have contracted directly with a courier at the time the goods are loaded onto the courier's vehicle;
In all circumstances ownership of the goods shall pass to you on delivery provided we have received payment for them.
Consumer Rights and Your Right to Cancel
13. Your statutory rights including but not limited to those contained within the Sale of Goods Act 1979 (as amended), the and Supply of Goods and Services Act 1982 and the Consumer Protection from Unfair Trading Regulations 2008, shall not be affected by the restrictions and limitations set out in these terms and conditions.
14. Provided you are not purchasing goods from us in the course of a business you shall (subject to clause 15) from the time the contract between us is formed and you take delivery until a period of 14 days following delivery of the goods, have the right to cancel the contract without providing a reason by sending written notice of cancellation to us at the e-mail or postal address set out at the end of these terms and conditions.
15. In the event you cancel the contract under clause 14 above:
15.1 You shall be responsible for paying all reasonable costs and expenses incurred in the goods being returned to us within 14 days of notifying us of cancellation; and
15.2 We shall reimburse any sum paid by you within 14 days of the notice of cancellation being given or receiving the goods back;
Where you have ordered goods to be tailor made for you on a bespoke basis your right to cancel will cease when we confirm to you in writing that we have commenced manufacture of such goods.
16. Where you have not exercised your right to cancel, you have the right to require goods be repaired or, where appropriate, replaced for a period of six months after the contract between us is formed if you assert the goods do not conform to the contract save where we can establish that the goods do so conform.
17. We warrant that, at the time of delivery, the goods will, subject as hereinafter provided, be free from defects in materials and workmanship and will be of satisfactory quality (within the meaning of the Sale and Supply of Goods Act 1994). There may, however, be minor variations between the goods as shown or described in our sales literature and those despatched to you (the goods despatched will always be of a comparable or superior quality).
18. Please note in respect of all our products the limitation in respect to our advertising and marketing literature set out in clause
19. We shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow our instruction (whether oral or in writing), misuse or alteration or repair of the goods without our approval. We are not responsible for indirect losses.
20. Except in the case of death or personal injury caused by our negligence, we shall not be liable to you by reason of any representation or any implied warranty, condition or other term, or any duty at common law or under these terms and conditions, for any special, indirect or consequential damage.
21. Subject as expressly provided in these terms and conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
22. In no circumstances shall our liability to you exceed the invoice value of the goods even if such losses result from a deliberate breach of these terms by us.
Matters outside our control
23. We shall not be liable for situations of force majeure where any failure in the performance of any of our obligations is caused by factors outside our control.
24. You agree not to offer the goods for resale either within or outside the UK. You shall indemnify us in full for all losses, damages, costs and expenses which we may suffer or incur if you breach this term.
Third Party Rights
25. In respect to any contract entered into between us, no other party shall have the right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of the contract but this does not effect any right or remedy of a third party which exists or is available apart from that Act.
26. Any communication between us shall be by e-mail, first class post to our current e-mail or postal address as set out at the end of these terms and conditions and to your e-mail or postal address which you may have notified to us. Communication may also take place by telephone but we will confirm matters in writing (save where it is a delivery driver contacting you on the day of delivery).
27. We reserve the right to vary these terms and conditions at any time but the terms and conditions which apply to the contract between us shall be those in force at the time we accept your order.
28. If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be affected thereby.
29. The contract formed by our acceptance of your order shall be governed by the laws of and you agree to submit to the exclusive jurisdiction of the English Courts.