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These General Terms and Conditions (hereafter named “Conditions”) are effective from 1st February 2019 until further notice.
1.0 Conditions The following are the only terms on which Futurewood is willing to sell Products and/or Services and by ordering the Products and/or Services from Futurewood or taking delivery of them, the Buyer agrees that the following terms shall apply to the exclusion of his own terms (if any). No employee or agent of Futurewood (other than Directors) has authority to agree to the sale of Products and/or Services on any other terms, or to amend, vary or waive these terms, and the Directors have authority to do so only if two of them are in agreement and it is confirmed in writing.
2.0 This Document This document forms part of an Agreement between Futurewood and you, the Buyer. These Conditions, are applicable to the Products and/or Services that Buyer wish to buy and form the whole of Futurewood’s Agreement with the Buyer. Some parts of this Agreement apply to all of our Buyers. However other parts are specific to Consumers only or to Business Users only. We will need to have an agreed written record of what we are supplying to ensure that no mistakes are made. Consequently we will not make or agree variations to any Agreement orally and all changes must be documented in writing.
3.0 Definitions Buyer: Consumers and Business Users collectively Consumer: An individual who buys or agrees to buy Products and/or Services from Futurewood for private use. Business User: Legal entity or person who buys or agrees to buy Products and/or Services from Futurewood other than for private use Agreement: Legal obligation between Futurewood and Buyer. Order: Request by Buyer to purchase Product and/or Services from Futurewood. Sales Order: Written acceptance by Futurewood of Buyer’s Order. Price: The total charge for Products and/or Services payable by Buyer to Futurewood.
4.0 Fit for Purpose Futurewood gives no warranty that the Products and/or Services are fit or suitable for the Buyer’s or any particular purpose or use. The Buyer warrants that he has satisfied himself that the Products and/or Services will be fit for every purpose or use which he requires of them and that he does not rely on any skill or judgement of Futurewood in that regard.
5.0 Installation Before starting any installation, our instructions must be followed carefully but they are at best only guidelines and do not replace official rules, building regulations and/or instructions by architects, designers, engineers, fitters/installers, builders or contractors. Buyer and/or Buyer’s architect, designer, engineer, fitters/installer, builder or contractor defines the intended usage and where considerations such as the following are taken into account: • structural capability calculated by a structural engineer; • load-
6.0 Quotations and Orders Futurewood quotations are valid only if in writing and for 10 days after the quotation date, unless otherwise stated in the quotation. All Orders for Product and/or Services shall be regarded as an offer by Buyer to purchase Products and/or Services under the terms of this agreement.
7.0 Order Acceptance Futurewood accepts Buyer’s offer to purchase under this Agreement by written acknowledgement (Sales Order) which is an integration of and the final and entire agreement between the parties, superseding and merging all prior communication except these “General Terms & Conditions”. Such agreement may only be modified by either party upon written consent of the other.
8.0 Price and Payment General: The Price that Buyer has to pay will be shown on Futurewood’s Sales Order and Invoices, including at Checkout when purchase is made from our website. In the event of any mistake, including on our website, being it a wrong price, a wrong description or a wrong charge, Futurewood reserves the right to within 48 hours to cancel any Order placed by the Buyer. In the event of any change in export / import duty, charges or taxes, affecting this Agreement, Futurewood has the right to renegotiate such variations and in the absence of agreement, to cancel any undelivered balance of the Sales Order. Sales Orders which include marine and war insurance premiums, import duties and any other government duties or charges are calculated on the basis of current premiums, duties and charges. Any subsequent change therein is to be for Buyer’s account. In case of delayed payment and/or non-
9.0 Time of Delivery The delivery date as specified by Futurewood, either on the delivery note or invoice or otherwise, shall be treated as an estimate only, based on Futurewood’s best judgement at the time. Futurewood will use his best endeavours to deliver by that time but gives no other undertaking as to the time of delivery. Products for prompt delivery must be delivered within sixty days of the date of Sales Order and are subject to logistical space being available. Bespoke Orders are expected to be delivered within 90-
10.0 Place of Delivery The Products and/or Services shall be delivered to the Buyer at the place of delivery recorded on the Sales Order – and if no address is recorded there, at the premises of Futurewood. Unless otherwise stated, part deliveries are permitted at Futurewood’s option.
11.0 Retention of Title Until title shall have passed the Buyer shall hold the Products as bailee for Futurewood and shall keep them separately stored and identified as the property of Futurewood. Risk passes to the Buyer upon delivery of the Products. In the event that the Buyer sells the Products before title has passed, Buyer shall do so as the agent of Futurewood. The proceeds of any such sale shall be kept in a separate account identified as containing funds from the sale of Futurewood’s property and the Buyer shall account to Futurewood for the whole of such proceeds. Until title shall have passed, Futurewood shall be at liberty at any time: • by notice in writing to require the Buyer forthwith to return the Products whereupon the Buyer shall cease to be in procession of them with the consent of Futurewood; • to retake possession of the Products and for that purpose to enter any premises where the Products are or are reasonably believed by Futurewood to be situated.
12.0 Passing of Title Property of the Products and/or Services shall only pass to the Buyer on the occurrence of the last of the following events, namely: • payment in full of the price of the Products and/or Services sold hereby, and • payment in full of every other sum owing by the Buyer to Futurewood
13.0 Acceptance The Buyer shall inspect and test the Products and/or Services immediately upon delivery and shall, within 7 working days after delivery, give notice in writing to Futurewood of any respect in which he alleges that the Products and/or Services are not in accordance with the Sales Order. If the Buyer shall not have given such notice within that time the Products and/or Services shall be deemed to be in every respect in accordance with the Sales Order. Consumers: Consumers may cancel their Order for any reason until, but no later than at the end of the 7th working day after the day of receipt of the Product and/or of the Service Order Confirmation (as applicable).
14.0 Return of Products and Funds Subject to clause 13.0, all products are non-
15.0 Liability and Limitations This clause shall apply to all claims by the Buyer against Futurewood irrespective of whether such claims arise in contract or in tort and whether or not Futurewood was negligent. Except as expressly provided herein, no warranty, express or implied, as to the condition, quality, performance, merchantability, or durability of Products is given or assumed by Futurewood and all such warranties are hereby excluded. Should any product of Futurewood be found not to conform to the Sales Order, pursuant to Clause 4 above, Buyer must afford Futurewood a reasonable opportunity to inspect the product in unaltered condition and evaluate the claim in accordance with procedures customary in the industry. Futurewood will fulfil its legal obligations, at its election, to either repair and/or to replace products and/or make a fair allowance therefore. These obligations are dependent upon proper use of Products and do not cover any parts of Products which have been modified or repaired. Due to the prolonged period of warranties Futurewood cannot guarantee that any future replacement product will be exactly the same quality, dimension, construction or finish. Futurewood promise to endeavour, within reasonable means, to supply a quality, dimension, construction and a finish as close to the original as possible. Futurewood guarantee that the species will be the same as originally purchased (subject no legal restrictions have been implemented in the interim and/or species readily available). Futurewood does not cover any labour, equipment or accessories required and/or involved to remove any defective Products and/or to dispose of any defective Products and/or to re-
16.0 Assignment & Subcontracting Futurewood may assign, subcontract or transfer its obligations or rights to a competent third party in whole or in part and provided that the assignment, subcontract or transfer occurs without negative affect Buyer may do so only with Futurewood’s written consent.
17.0 Waiver and Invalidity The failure of either party to insist on strict compliance with any of the terms, covenants or conditions of these Conditions by the other party shall not be deemed a waiver of that term, covenant or condition nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times. If any provision in these Conditions is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in force without being impaired or invalidated in any way.
19.0 Arbitration Should any dispute arise with respect to the Products and/or Services connected with this Agreement, Buyer shall nevertheless take delivery of the Products and/or Services, if and as delivered, and make due payment as herein agreed. Such acceptances and payments, however, shall be without prejudice. Any dispute which cannot be settled amicably shall be referred to two commercial Arbitrators (one for each party) who, before proceeding to arbitrate, shall appoint an Umpire, each and all of whom shall be conversant with Products and/or Services in question. The decision of the said Arbitrators (or of the Umpire), both as to the question at issue and the allocation of expenses, shall be final and binding on all parties under this Agreement. In the event of either party failing to nominate an Arbitrator within 14 days of written request to do so, the dispute will be submitted to an Arbitrator or Arbitrators appointed by the President or Vie President of the United Kingdom Timber Trades Federation. The said arbitration shall be conducted according to the English Arbitration Acts 1950 and 1979 or any statutory modification thereof or substitute therefore.
20.0 Force Majeure Futurewood will not be held responsible for the non-
21.0 Governing Law and Jurisdiction All agreements and subsequent amendments to these general terms shall be interpreted, governed by and construed in accordance with England Law but may be subject for Consumers to the jurisdiction of the English, Welsh, Northern Irish or Scottish courts at the claimant's choice. For Business Users the English courts shall have exclusive jurisdiction. Futurewood may, at its option, bring suit against the Buyer in any court of competent jurisdiction and the Buyer hereby agrees to abide by the jurisdiction nominated by Futurewood. Judgement may be entered in any court having competent jurisdiction, or application may be made to such court nominated by Futurewood for judicial acceptance of any judgement entered.
22.0 Consumer Rights not affected Any provision herein set out shall, to the extent to which it would, by virtue of the Unfair Contract Terms Act 1977 or the Statutory Instrument 2004 No. 2334 – The Consumer Protection (Distance Selling) Regulations 2000, be of no effects as against a person dealing as a consumer, not apply in respect of a sale to a person so dealing.
23.0 Miscellaneous Buyers can find all Futurewood policies, guidance, products and services offering details and notices at www.Futurewood.co.uk.
24.0 Contact Futurewood. If you would like to contact us, or have questions or suggestions regarding our General Terms & Conditions, please write, or e-