Terms & Conditions

Terms and Conditions for the Supply of Goods – Businesses Only

The customer’s attention is drawn in particular to the provisions of clause 10.

  1. INTERPRETATION
    • Definitions:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.4.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person or company who purchases the Goods from the Supplier.

Force Majeure Event: an event or circumstance beyond a party’s reasonable control.

Goods: the goods (or any part of them) set out in the Order.

Order: The Customer’s order for the Goods, as set out in the order form and confirmed in the Order Acknowledgment.

Order Acknowledgement: The Supplier’s written acknowledgment of the Order which will confirm the unit price and the total price and at which point a contract will come into existence.

Specification: any specification for the Goods, including any measurements, related plans and drawings, that is provided by the Customer and agreed with the Supplier.

Supplier: Mike England Timber Company Limited a company registered in England and Wales with Company Registration Number 00957191) and registered at Brindle Mill, Bournes Row, Hoghton, Preston, PR5 0DR.

  • Interpretation:
    • a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
    • any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
    • a reference to writing or written includes faxes and emails.
  1. BASIS OF CONTRACT
    • These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    • The Customer can place an order via the email, telephone or fax (the Order). The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
    • The Order shall only be deemed to be accepted when the Supplier issues the Order Acknowledgment, at which point the Contract shall come into existence.
    • The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
    • Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained on the Supplier’s website or in the Supplier’s brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
  2. GOODS
    • The Goods are described on the Supplier’s website as modified by any applicable Specification.
    • Although every effort is made to display the colours accurately, the Supplier cannot guarantee that a device’s display of the colours accurately reflects the colour of the Goods. The Goods may vary slightly from those images.
    • Although the Supplier makes every effort to be as accurate as possible, because the Goods are a natural material and are handmade, all sizes, weights, capacities, dimensions and measurements indicated on our website have a 2% tolerance.
    • To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification. This clause 4 shall survive termination of the Contract.
    • The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
  3. DELIVERY
    • The costs of delivery will be included in the price quoted as per the Order Acknowledgment and are also available on the Supplier’s website.
    • The Supplier shall deliver the Goods as soon as reasonably possible and in any event within 30 days of the Order Acknowledgment, unless agreed otherwise.
    • The Supplier shall deliver the Goods to the location set out in the Order or the nearest point to that address on a road suitable for the delivery vehicle used, with such decision being made by the Supplier’s driver (Delivery Location). It is the Customer’s responsibility to provide the Supplier with adequate delivery instructions.
    • The Customer will be required to provide the necessary labour and equipment to unload the vehicle and/or container without undue delay.
    • The Supplier shall inform the Customer of the expected delivery date during the order process. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    • Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
    • The Supplier shall ensure that:
      • each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the Order number, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
      • if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.
    • If the Customer wishes to change the delivery date, then they need to contact the Supplier in writing at least 36 hours before the delivery date. If the Customer asks the Supplier to change the delivery date less than 36 hours before the delivery date, then it is at the Supplier’s discretion whether they agree to change it and the Supplier may charge the Customer for any delay in delivery in accordance with clause 9 below.
    • If the Customer causes a delay in the Goods being delivered, or there is a failed delivery due to the Customer not being available on the delivery date, or the correct delivery instructions not being provided then the Supplier may charge the Customer:
      • additional delivery charges; and
      • storage costs and all other costs and expenses (including insurance) for each day that the Goods have to be stored starting with the aborted delivery date and ending on the actual delivery date, together with any additional amount payable by the Supplier to a third party to store the Goods elsewhere.
    • If the Customer causes a delay in the Goods being delivered on the day of delivery by not being at the delivery address, or preventing the delivery from taking place, or providing inaccurate delivery instructions then the Customer may be charged an increased delivery cost dependent upon the amount of time the delivery drivers are delayed.
    • If 10 Business Days have passed since the aborted delivery date and the Customer has not scheduled a further delivery of them or arranged to collect the Goods, the Supplier may resell or otherwise dispose of part or all of the Goods and the Customer shall be liable to the Supplier for any storage and selling costs and any shortfall below the price of the Goods.
    • The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
    • Notice of any claim arising out of or in connection with the Contract must be given in Writing to the Seller as soon as the Buyer becomes aware of the same but in any event within ten (10) Working Days from the date when the Goods are collected or delivered failing which all claims (other than claims arising out of or in connection with defects not discoverable upon full and proper examination of the Goods) shall be deemed to be waived and absolutely barred, in any event, any claims in respect of latent defects shall be deemed to be waived and absolutely barred twelve (12) months after the Goods are collected or delivered.
    • The Seller shall be under no liability for shortage or damage in transit or for deviation, misdelivery, delay or detention unless the Seller and the carrier are advised thereof in Writing, otherwise then upon a consignment note or delivery document, within three (3) Working Days and a claim is made on the Seller and the carrier in Writing within seven (7) Working Days after the termination of transit as defined under the current conditions of carriage of the Road Haulage Association.
    • The Buyer shall only be entitled to pursue claims in respect of Goods available for inspection by the Seller and in any event the Seller shall in respect of any claim be entitled to assume that any Goods not available for inspection are at the top grade for such Goods within the Contract.
    • The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the seller’s control.
  4. COLLECTION
    • Alternatively, the Customer is able to arrange to collect the Goods from the Supplier’s premises at Brindle Mill, Bournes Row, Hoghton, Preston, PR5 0DR or such other location as may be advised by the Supplier within three Business Days of the Supplier notifying the Customer that the Goods are ready for collection.
    • Collections can be arranged during our working hours of Monday to Thursday between 8am and 5pm or Friday between 8am and 3pm excluding public holidays. Collections are not available on a weekend.
    • If the Customer fails to collect the Goods on or before the agreed collection date, the Supplier may charge the Customer for storage costs and all other costs and expenses (including insurance) for each day that the Goods have to be stored starting with the aborted collection date and ending on the actual collection date, together with any additional amount payable by the Supplier to a third party to store the Goods elsewhere.
    • If 10 Business Days have passed since the aborted collection date and the Goods have not been collected, the Supplier may resell or otherwise dispose of part, or all of the Goods and the Customer shall be liable to the Supplier for any storage and selling costs and any shortfall below the price of the Goods.
  5. QUALITY
    • The Supplier warrants that on delivery the Goods shall:
      • Conform in all material respects with their description and any applicable Specification; and
      • be free from material defects in design, material and workmanship; and
      • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
      • be fit for any purpose held out by the Supplier.
    • The Customer acknowledges that the Goods are natural products and they will have natural markings within them and these will not constitute a defect in the Goods.
    • Subject to clause 4, if:
      • the Customer gives notice in writing to the Supplier within 48 hours of delivery or collection that some or all of the Goods do not comply with the warranty set out in clause 1;
      • the Supplier is given a reasonable opportunity of examining such Goods; and
      • the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Supplier’s cost,

the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

  • The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 1 in any of the following events:
    • the Customer makes any further use of such Goods after giving notice in accordance with clause 2;
    • the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
    • the defect arises because the Customer failed to store the Goods in an appropriate environment;
    • the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
    • the Customer alters or repairs such Goods without the written consent of the Supplier;
    • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
    • the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
  • Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 1.
  • The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
  • These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
  1. TITLE AND RISK
    • The risk in the Goods shall pass to the Customer on completion of delivery or on collection.
    • Title to the Goods shall not pass to the Customer until the earlier of:
      • the Supplier receives payment in full (in cash or cleared funds) for the Goods including payment for any additional delivery charges, storage charges and interest in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
      • the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 4.
    • Until title to the Goods has passed to the Customer, the Customer shall:
      • store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
      • store the Goods in an appropriate environment;
      • not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      • refrain from granting any form of charge, security or lien over the Goods;
      • maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
      • notify the Supplier immediately if it becomes subject to any of the events listed in clause 1; and
      • give the Supplier such information relating to the Goods as the Supplier may require from time to time.
    • Subject to clause 5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
      • it does so as principal and not as the Supplier’s agent;
      • title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs; and
      • the Customer must keep the proceeds of the sale separate from the Customer’s monies, or where payment for sale is tangible proceeds, they should be properly stored, protected and insured.
    • In the event that the Goods become the parts of other items or are in the process of being converted into other products whilst any monies are owing to the Supplier, then the Supplier is allowed to assert ownership over such other products as if they were the Goods.
    • If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 1, then, without limiting any other right or remedy the Supplier may have:
      • the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
      • the Supplier may at any time:
        • require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
        • if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
  1. PRICE AND PAYMENT
    • The price of the Goods shall be the price set out in the Order Acknowledgement.
    • The Supplier may, by giving notice to the Customer at any time up to 36 hours before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
      • any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
      • any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
      • any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
    • The price of the Goods:
      • excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
      • excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
    • The Supplier will invoice the Customer for the Goods after delivery or collection.
    • The Customer shall pay the invoice in full and in cleared funds by the end of the month following the month the Goods were delivered or collected. Payment shall be made to the bank account nominated in writing by the Supplier or by debit or credit cards (except American Express which is not accepted). Time for payment is of the essence.
    • If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay the overdue amount and the following sums at the same time:
      • interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base rate from time to time, accruing on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment; and
      • any costs and expenses incurred by the Supplier in securing payment of the outstanding sums, whether before or after judgment.
    • The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
    • If the Customer fails to pay for the Goods by the date set out on the invoice, the Supplier is entitled to require the Customer to return the Goods immediately and if they fail to do so, then the Supplier is entitled to enter the Customer’s premises or the premises of a third party where the Goods are stored and repossess the Goods.
  2.  TERMINATION
    • Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
      • the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
      • the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      • the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
      • the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    • Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause (a) to clause (d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
    • Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
    • On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all outstanding invoices, interest, storage costs and all other charges due.
    • Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
  3. LIMITATION OF LIABILITY
    • Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
      • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
      • fraud or fraudulent misrepresentation; or
      • breach of the terms implied by section 12 of the Sale of Goods Act 1979.
    • Subject to clause 1:
      • the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
      • the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Goods.
  1. FORCE MAJEURE

Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this Contract by giving 5 days written notice to the affected party.

  1. GENERAL
    1. Assignment and other dealings.
      • The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
      • The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
      • Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause (b).
      • Each party may disclose the other party’s confidential information:
        • to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 2; and
        • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      • No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
    3. Entire agreement.
      • This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      • Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
    4. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    5. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    6. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
      • Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or fax or email.
      • A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause (a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
      • The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
    8. Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
    9. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
    10. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.