Windwave Terms & Condtions

SOLENT (UK) LTD t/a WINDWAVE

TERMS AND CONDITIONS OF SALE

1. Interpretation

“Company” means Solent (UK) Limited (company number 3713348) trading as Windwave;

“Customer” means the person who accepts the Company’s written quotation for the sale of the Goods or whose written order for the Goods is accepted by the Company;

“Goods” means the goods (including any instalment of the goods or any parts for them) which the Company is to supply in accordance with these Terms;

“Terms” means the standard terms of sale set in this document and (unless the context otherwise requires) includes any special terms agreed in writing between the Company and the Customer.

2. General

a) All orders accepted by the Company are subject to the following conditions, which shall prevail over and exclude any conditions of purchase stipulated by the Customer.

b) No order which has been accepted by the Company may be cancelled by the Customer except with the written agreement of the Company and on terms that the Customer will indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.

c) No variation or amendment shall be made to these conditions unless the same is confirmed in writing by the Company.

d) The Company’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company in writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.

e) If any clause or subclause in these Terms and Conditions is determined by any Court or other competent authority to be unlawful and/or unenforceable then that part will be deemed deleted and the rest of the clauses or subclauses will continue in effect.

3. Prices

a) The Company reserves the right to alter or withdraw its price list and/or specifications without notice.

b) Subject to express agreement in writing to the contrary orders will be invoiced at the prices ruling at the time of dispatch.

c) Quoted prices do not include any applicable Value Added Tax, which will be added at the date of invoicing.

4. Terms of Payment

a) The Customer shall pay the price of the Goods within 30 days of the date of invoice, unless otherwise agreed in writing by the Company, and the Company shall be entitled to recover the price, notwithstanding that delivery may not have taken place and property in the Goods has not passed to the Customer. The time of payment of the price of the Goods is of the essence of the Contract.

b) If the Customer fails to make any payment on the due date then, without limiting any other right or remedy to the Company, the Company may:

(i) cancel the contract or suspend any further deliveries to the Customer;

(ii) appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Company and the Customer) as the Company sees fit (notwithstanding any purported appropriation by the Customer;

(iii) charge the Customer interest (both before and after judgment) on the amount unpaid, at the rate of three per cent per annum above Barclays Bank base rate from time to time, until payment in full is made ( a part of a month being treated as a full month for the purpose of calculating interest).

5. Delivery

a) Delivery of the Goods shall be ex-works the Company, unless otherwise specifically agreed in writing.

b) Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence of the contract.

c) Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Terms or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the contract as a whole as repudiated.

d) If the Customer fails to take delivery of the Goods (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Company’s fault) then, without limiting any other right or remedy available to the Company, the Company may:

(i) store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or

(ii) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the contract or charge the Customer for any shortfall below the price under the contract.

6. Carriage

All orders placed via the the Company’s website, for over £100.00, will be dispatched carriage free (excluding Channel Islands, Scottish Highlands, Isle of Man, Northern Ireland and Eire, which will be charged at cost). Our minimum order for carriage to be free of charge, when placed via phone or fax, is £175.00 exc VAT. Carriage will be charged on all orders under £175.00 exc VAT (not placed via the website) at the rate of £7.50 for dispatch by carrier (excluding Channel Islands, Scottish Highlands, Isle of Man, Northern Ireland and Eire, which will be charged at the market rate). Items dispatched via Royal Mail will be charged at a minimum of £5.00 (recorded delivery) and at market rate.

7. Retention of Title and Risk

a) Risk of damage to or loss of the Goods shall pass to the Buyer:

(i) in the case of Goods to be delivered at the Company’s premises, at the time when the Company notifies the Customer that the Goods are available for collection; or

(ii) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods.

b) Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in the Goods and title to the Goods shall remain with the Company and shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other goods supplied by the Company to the Customer under any contract whatsoever where payment remains due.

c) Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as belonging to the Company.

d) Should the Customer resell or use the Goods in the ordinary course of its business, it shall account to the Company for such part of the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds as is equivalent to the invoice value of the Goods and shall keep such proceeds separate from any monies or property of the Customer and third parties and in the case of tangible proceeds, properly stored, protected and insured.

e) Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), the Company may at any time require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

f) The Customer shall not be entitled to pledge or in any charge by way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Customer does so all monies owing by the Customer to the Company shall (without limiting any other right or remedy of the Company) forthwith become due and payable.

8. Loss or Damage in Transit

The Company does not accept responsibility for any damage, shortage of loss in transit, or for any loss or damage, direct or indirect, arising out of delay of delivery, shortage on delivery or failure of delivery of the goods due to any cause beyond the reasonable control of the Company. However, provided the carriers and the Company are notified within three days of delivery, or, in the case of non delivery, within 7 days of dispatch of such loss or damage, the Company shall use its reasonable endeavours to preserve claim against the carriers.

9. Warranty & Returns Policy

a) Subject to the following provisions, the Company warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of a minimum of 6 months from the date of delivery.

b) The above warranty is given by the Company subject to the following conditions:

(i) the Company shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Customer;

(ii) the Company 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 the Company’s instructions (whether oral or in writing), misuse, or alteration or repair of the Goods without the Company’s approval;

(iii) the Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;

(iv) the above warranty does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company.

c) Subject as expressly provided in these Terms, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Consumer Rights Act 2015), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

d) Where the Goods are sold under a consumer transaction (as defined by the Consumer Rights Act 2015) the statutory rights of the Customer are not affected by these Terms.

e) In the event of a warranty claim, Goods must be returned to the Company for inspection before replacing or crediting any products to your customer. Items are returned at the Customer’s expense. All returns sent to the Company must be accompanied by an official returns form and include details of the reason for return, invoice number, name and contact details of the shop. The Company’s representatives are not authorised to collect Goods or authorise credit/replacement of products.

f) Where the Customer is a consumer, not a business Customer, then under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, the consumer Customer is entitled to cancel a contract made online or over the telephone if the consumer Customer so wishes provided the consumer Customer exercises his/her right to cancel no later than 14 days after the day on which he/she received the Goods. If the consumer Customer wishes to cancel his/her order he/she must inform the Company of that decision by providing a clear statement giving details of the consumer Customer’s name, address, order to be cancelled and telephone/mobile number and email address. Cancellation can be made by email to[ ? ] or call 023 9250 5320 or write to the Company at Units D2-D3 Heritage Business Park, Heritage Way, Gosport, Hampshire PO12 4BG. If a consumer Customer decides to cancel, he/she should return the Goods to us at his/her own cost within 14 days of cancellation ensuring that the Goods are returned in the same condituion that they were received. The Company will make the reimbursement no later than 14 days after the date it receives back the Goods supplied but the consumer Customer will be responsible for paying the cost of returning them to the Company. The Company may make a deduction from the reimbursement for any loss in value of any Goods supplied if the loss is due to any unnecessary handling by the consumer Customer.

10. Exclusion of Liability

a) The Customer agrees that it is not relying on or contracting on the basis on any conditions, warranty or representation whatever on the part of the Company in relation to the Goods.

b) Except in respect of death or personal injury caused by the Company’s negligence, or liability for defective products under the Consumer Protection Act 1987, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the Company’s negligence, or that of its employees, agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the contract or at all) or their use or resale by the Customer, and the entire liability of the Company under or in connection with the contract shall not exceed the price of the Goods, except as expressly provided in these Terms.

11. Force Majeure

The Company shall not be liable in any way for loss, damage or delay consequent upon strikes, lock-outs, labour stoppages and/or disputes, non-delivery of material, fire, theft, storm, explosion, war, civil commotion, act of God or any other circumstances beyond the reasonable control of the Company however arising or however caused.

12. Applicable Law

These conditions of sale shall be constructed according to and governed by the Law of England and the parties hereby submit to the jurisdiction of the English Courts.

13. Acceptance of Terms and Conditions of Sale

Unless otherwise notified in writing, the Customer agrees to accept and adhere to these terms.