- General
1.1 These Terms and Conditions of Sale (“Terms”) apply to all contracts for the sale of goods by Woodbridge International Ltd (“the Company”, “we”, “us”).
1.2 These Terms shall apply to all orders and shall prevail over any terms proposed by the customer unless expressly agreed in writing by the Company.
1.3 No employee or agent of the Company has authority to vary these Terms unless confirmed in writing by a director of the Company.
1.4 All orders are subject to acceptance and availability. Prices and stock availability may change without notice.
- Prices
2.1 All prices are quoted in GBP (£) and are exclusive of VAT and delivery charges unless otherwise stated.
2.2 Delivery charges will be applied in accordance with the Company’s current delivery rates unless otherwise agreed in writing.
- Credit Accounts
3.1 Credit facilities may be offered at the sole discretion of the Company and may be withdrawn at any time without notice.
3.2 Where credit terms are agreed, payment shall be due within 30 days from the date of invoice, unless otherwise agreed in writing.
3.3 The Company reserves the right to review, reduce, or withdraw credit limits at any time.
3.4 The Company may suspend deliveries or cancel outstanding orders where the customer exceeds their credit limit or fails to make payment when due.
3.5 The Company reserves the right to request payment in advance or on a pro forma basis at any time.
- Payment Terms
4.1 Payment shall be made in full and in cleared funds within the period stated on the invoice.
4.2 The Company reserves the right to suspend deliveries or cancel outstanding orders where payment is overdue.
4.3 The Company reserves the right to charge interest on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, together with any reasonable recovery costs.
4.4 The customer shall not be entitled to withhold or set-off payment for any reason whatsoever.
- Delivery
5.1 Any delivery dates provided are estimates only and time shall not be of the essence.
5.2 The Company shall not be liable for any loss, damage, or delay arising from late delivery.
5.3 Standard delivery charges may apply as follows unless otherwise agreed, however delivery costs may be calculated per order depending on destination and order size:
• £6.50 for one carton
• £5.00 for two or more cartons
• Minimum charge of £10.00 for next day service
5.4 Deliveries outside Mainland Great Britain (including but not limited to Republic of Ireland, Northern Ireland, Isle of Man, Isle of Wight, Scottish Offshore, Scilly Isles, Channel Islands and other European destinations) will incur additional charges payable by the customer.
5.5 Any specific delivery requirements or timed deliveries may incur additional charges where applied by the courier.
5.6 International Deliveries (EU & Ireland)
5.6.1 All deliveries to the European Union and Ireland are made on a Delivered At Place (DAP) basis (Incoterms® 2020).
5.6.2 Delivery (carriage) costs are calculated per order and included within, or itemised on, the invoice unless otherwise agreed in writing.
5.6.3 Goods supplied for export are zero-rated for UK VAT where applicable. The customer shall be responsible for all import duties, import VAT, customs charges, and any other taxes or fees payable in the destination country.
5.6.4 The Company accepts no responsibility for such charges and shall not be liable for any delays arising from customs clearance procedures.
5.6.5 If the customer refuses to accept delivery or fails to pay the applicable charges, the Company reserves the right to recover all associated costs, including return carriage, storage, and administrative fees.
- Risk and Title
6.1 Risk in the goods shall pass to the customer upon delivery.
6.2 Title (ownership) in the goods shall remain with the Company until full payment has been received for all goods supplied under any contract.
6.3 Until title passes, the Company shall be entitled at any time to require the customer to deliver up the goods and, if the customer fails to do so, to enter the customer’s premises or any third party premises where the goods are stored, with prior notice and at reasonable times, to recover them, provided that such entry is lawful.
- Loss or Damage in Transit
7.1 The Company shall not accept any claim for damage, shortage, or loss in transit unless:
a) The customer notifies the Company within 3 working days of receipt; and
b) A full written claim is submitted within 5 working days; and
c) The carrier’s delivery note is clearly marked with the number of cartons received and/or details of damage.
7.2 Where goods are signed for without inspection, the delivery note must be marked “unchecked” or “not examined”.
- Third-Party Damage
8.1 The Company accepts no liability for damage caused by third parties, including but not limited to airport authorities, airlines, baggage handlers, or couriers.
8.2 Any such damage must be reported directly to the relevant third party at the time of occurrence.
- Returns
9.1 Goods may not be returned without prior written agreement from the Company.
9.2 Returns will only be accepted where goods are defective due to faulty manufacture.
9.3 All returns must:
• Be accompanied by written notification
• Include product style number, quantity, and description of fault
• Be returned in original packaging or equivalent condition
9.4 Credit notes will only be issued in respect of goods returned with the prior written authorisation of the Company and in accordance with these Terms.
9.5 The Company reserves the right, at its sole discretion, to repair defective goods or supply replacement goods or spare parts in lieu of issuing a credit note or refund, and may refuse any request for credit where such remedy is considered reasonable.
- Refusal of Delivery
10.1 Where delivery has been arranged and subsequently refused without prior notice, a £20.00 administration charge will apply.
10.2 Customers must notify the Company in advance of any specific delivery requirements.
- Limitation of Liability
11.1 The Company shall not be liable for any indirect or consequential loss, including loss of profit, revenue, or business.
11.2 The Company’s total liability shall not exceed the value of the goods supplied.
11.3 Nothing in these Terms shall limit liability for death or personal injury caused by negligence, or any liability which cannot be excluded by law.
- Force Majeure
12.1 The Company shall not be liable for failure or delay in performing its obligations due to events beyond its reasonable control, including but not limited to acts of God, strikes, transport disruption, or supplier failure.
- Governing Law
13.1 These Terms shall be governed by and construed in accordance with the laws of England and Wales.
13.2 Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
- Entire Agreement
14.1 These Terms constitute the entire agreement between the parties and supersede any prior agreements or understandings.