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Terms and Conditions

1. Definitions

In these conditions of sale: ‘the Acknowledgement means the Company’s Acknowledgement of Order; “the Company” means Waverley Contract and Supply Limited; “the Contract” means the contract between the Company and the Reseller for the sale and purchase of the Goods made up of the Acknowledgement and these conditions; “Goods” means the goods set out in the Acknowledgement; Order means the Reseller’s order for the Goods, in whatever form; “the Reseller” means the purchaser of the Goods whose details are set out in the Acknowledgement; “DP Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended , and whilst it remains valid in the UK the General Data Protection Regulation ((EU) 2016/679). Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures have the meanings as set out in the DP Legislation in force at the time.

2. Sale

The Order constitutes an offer by the Reseller to purchase Goods from the Company in accordance with these conditions. The Order shall only be deemed accepted when the Company issues the Acknowledgement at which point, and on which date the Contract shall come into existence. Any quotation given by the Company shall not constitute an offer and is only valid for the period specified in the quotation. The Company will sell the Goods subject to these conditions which will not be varied unless agreed in writing by the Company. The Contract constitutes the entire agreement between the Company and Reseller. The Reseller acknowledges that it has not relied on any statement, promise, representation, assurance,or warranty made or given by or on behalf of the Company which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by the Company and any descriptions or illustrations of the Goods contained in the Company’s catalogues or brochures or quotation are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

3. Price

The price of the Goods is that quoted on the Company’s Acknowledgement The Reseller will be liable in addition for VAT chargeable at the prevailing rate.

4. Invoices

Unless otherwise agreed the Company shall be entitled to invoice the Reseller for the Goods at any time after delivery, or after the Company has notified the Reseller that the Goods are ready for collection or delivery. Where delivery is delayed by the acts or omissions of the Reseller, then the Company may invoice the Reseller when delivery would otherwise have taken place or be deemed to have taken place.

5. Payment

The Reseller shall pay the invoiced amount within the period specified in the Acknowledgement, which may include provision for part payment on the formation of the Contract. If no period is so specified, then the Purchase shall make payment within 28 days of the date of the invoice. All payment shall be in full and in cleared funds to a bank account nominated by the Company. Time for payment shall be of the essence of the Contract. If the Reseller fails to pay the invoiced amount within the prescribed period, the Company will be entitled to charge interest at a rate of 5% above the annual base rate from time to time of Svenska Handelsbanken (AB). Such interest will accrue on a daily basis from the due date for payment until the date payment is received. The Reseller shall pay the interest together with the overdue amount. The Reseller shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwiseunless the Reseller has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Reseller.

6. Delivery

If delivery forms part of the Contract the Company shall deliver the Goods to the location set out in the Acknowledgement (or such other location as the parties may agree in writing) (Delivery Location) at any time after the Company notifies the Reseller that the Goods are ready. Delivery of the Goods shall be completed on the arrival of the Goods at the Delivery Location. If delivery does not form part of the Contract, the Reseller shall collect the Goods from the Company’s premises or such other location as may be advised by the Company within 30 days of the Company notifying the Reseller that the Goods are ready. Delivery shall take place on completion of loading of the Goods onto the Reseller’s transport. Any time or dates quoted for delivery of the Goods are approximate only and time for delivery is not of the essence. If the Company fails to deliver the Goods, the Company’s liability shall be limited to the costs and expenses incurred by the Reseller in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall not be liable for any delay in delivery of the Goods which is caused by any reason outside the Company’s control or the Reseller’s failure to provide the Company with adequate delivery instructions or suitable facilities for the delivery of the Goods and shall be entitled to charge the Reseller for all costs and expenses it incurs as a consequence. If the Reseller fails to take or accept delivery of the Goods or fails to collect the Goods within 30 days of the Company notifying the Reseller that the Goods are ready, or if the Reseller fails to provide the Company with adequate delivery instructions or suitable facilities for the delivery of the Goods: – delivery of the Goods shall be deemed to have been completed at 9am on the day following the 30 day period; and – the Company may store the Goods until actual delivery or collection takes place and charge the Reseller for all related costs and expenses (including insurance).

7. Reseller Risk

The risk of damage to the Goods shall pass to the Reseller at the time of delivery. If the delivery is delayed other than due to the actor omission of the Company, then risk in the Goods passes at the time delivery is deemed to have taken place under these conditions.

8. Reseller Ownership

Ownership of the Goods shall not pass to the Reseller until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are or which become due to the Company from the Reseller on any account. Until ownership of the Goods has passed to the Reseller, the Reseller must hold any of the Goods delivered to the Reseller on a fiduciary basis as the Company’s; store the Goods (at no cost to the Company) separately from all other goods of the Reseller or any third party in such a way that they remain readily identifiable as the Company’s property; not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods. The Reseller’s right to possession of the Goods shall terminate immediately and the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Reseller if the Reseller has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of a bona fide reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Reseller or for the granting of an administration order in respect of the Reseller, or any proceedings are commenced relating to the insolvency or possible insolvency of the Reseller; or the Reseller suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between the Company and the Reseller, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Reseller ceases to trade; or the Reseller encumbers or in any way charges any of the Goods. The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from it. The Reseller grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Reseller’s right to possession has terminated, to recover them.

9. Specifications

The quantity, quality and description of the Goods are those set out in the Company’s Acknowledgement. The Reseller shall ensure the accuracy of such information. The Company reserves the right to amend the specification of the Goods to comply with any applicable statutory or regulatory requirement. The Company warrants that on delivery and for a period of 12 months from the date of delivery to the Reseller, the Goods shall be free from material defects in design, material and workmanship and the Reseller acknowledges and agrees that the Company has no liability to the Reseller’s customer and the warranty given by the Company can only be enforced by the Reseller. The Reseller must provide the Company in writing with all information which could affect the fitness for purpose of the Goods. The Company shall not be obliged to take into account any purpose or performance factor which the Goods are required to fulfil or meet unless communicated in writing by the Reseller to the Company prior to this Contract and set out in the Acknowledgement. The Company is not responsible for the integration of the Goods into the design of any process, system or building unless specified requirements complete with full details of the process, system or building are provided to the Company in writing prior to this Contract and set out in the Acknowledgment. The Company shall have no liability for the performance or suitability of the Goods to the extent that they accord with the Reseller’s drawings, dimensions, specifications or designs. Any samples, drawings, or descriptive matters issued by the Supplier are for the purpose of giving an approximate idea of the Goods only and do not form part of the Contract. The Reseller must specify to the Company whether or not it requires the Goods to be subjected to flame retardancy treatment. Flame retardancy treatments are carried out by approved specialists who give their own form of guarantee and the Company is not responsible for any subsequent failure or lack of effectiveness in the process or treatment or any costs and losses which may flow therefrom.

10. Data Protection

The Company and the Reseller acknowledge that they are each a controller of the Personal Data (including but not limited to business contact details and email addresses) they process for the purpose of managing the arrangement for the Company providing Goods in accordance with these conditions of sale. Each party warrants that they shall comply with all the obligations imposed on a controller under the DP Legislation. The Reseller acknowledges that to the extent that the Company is processing Personal Data of the Reseller, the Company will process such data in accordance with the terms of its privacy policy on the Company’s website. The Reseller warrants and represents that, to the extent that the Reseller provides Personal Data to the Company under or in connection with these terms: (a) it has all necessary notices and consents in place to enable lawful transfer of Personal Data to the Company for the Company to use in connection with the arrangements under these conditions; (b) it has given full information to any data subject whose Personal Data may be processed under this agreement and of the nature of such processing in accordance with the DP Legislation; (c) that the Personal Data is accurate and complete at the date it is provided to the Company and that it shall notify the Company if any Personal Data becomes out of date or requires correction; (d) that processing the Personal Data for the purpose of the Company delivering the Goods will not breach the DP Legislation; and (g) that it shall not transfer outside the EEA any Personal Data received from the Company in connection with the arrangements under these conditions. Each party undertakes not to share or disclose Personal Data except to the extent necessary for the Company to provide the Goods, and to ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data. Each party shall assist the other in complying with all applicable requirements of the DP Legislation and in particular shall notify each other of any personal data breach affecting Personal Data which is shared between the parties. The Reseller shall indemnify and keep indemnified the Company for and against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Company arising out of or in connection with a breach of the DP Legislation by the Reseller, its employees or agents.

11. Liability

Nothing contained in this Contract confers or purports to confer any right to enforce any of its terms on any person other than the Company or the Reseller and these conditions of sale do not give rise to any rights to any third party, including without limitation the Reseller’s customer, under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these terms. The Reseller acknowledges and agrees that the Company shall only be liable for claims made by Reseller and not liable for any claims made by a Reseller’s customer. The Company will only be liable for advice and recommendations confirmed by the Company in writing. The Company will not be liable for errors in promotional material or the effectiveness of any fire retardant treatment or process applied to the Goods by any contractor or third party, or any defect or any unsuitability of the Goods resulting from the Reseller’s own design or installation requirements. In no circumstances shall the Company be liable, in contract, tort (including negligence) breach of statutory duty or otherwise howsoever and whatever the cause, for (i) any increased costs or expenses, or (ii) any loss of profit, business, contracts,revenues or anticipated savings or (iii) any special, indirect, or consequential loss or damage of any nature. The Company may repair, replace or refund the price of (at its option) any defective Goods. It shall not be regarded as a fault in materials if colour/shade variation or minor fabric flaws are present to the extent that such characteristics are normal in the relevant materials. No condition is made or to be implied nor is any warranty given or to be implied as to the life and wear of the Goods that they will be suitable for any particular purpose or for use under any specific conditions notwithstanding that such purposes or conditions may be known or made known to the Company. Provided notification is given by the Reseller in writing within 10 (ten) days of delivery, the Company will at its expense investigate any alleged fault in materials or workmanship with due expedition and will endeavour to rectify any fault to the Reseller’s reasonable satisfaction by replacement or adjustment. Where such investigation indicates there to be no fault for which the Company is responsible, the Company reserves the right to charge the Reseller the costs of carrying out the investigation. Without prejudice to the foregoing the Company’s liability for breach of contract is limited to the price of the Goods actually received by the Company. All warranties, representations, terms, conditions, and duties implied by law relating to fitness, quality and/or adequacy are excluded to the fullest extent permitted by law. Nothing in this clause 11 shall be taken to exclude or limit the liability of the Company in respect of death or personal injury resulting from its negligence or for fraudulent misrepresentation nor limit or exclude any other type of liability which it is not permitted to exclude or limit as a matter of law.

12. Cancellation

No cancellation of the Order will be accepted after the Company has issued the Acknowledgement. Variations made to the Order may be agreed in writing at the Company’s discretion. The Reseller shall be liable for any costs incurred by the Company due to a variation requested by the Reseller.

13. Governing Law

The Contract shall be governed and construed in all respects in accordance with the laws of England and the parties accept the exclusive jurisdiction of the English courts.

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