Wool Supply Terms and Conditions
Agreed Terms
1.1 Company details. Axminster Carpets Limited (Company Number: 12443969) is a company registered in England and Wales and our registered office is at Centenary House Peninsula Park, Rydon Lane, Exeter, United Kingdom, EX2 7XE. We operate the website https://axminsterwool.co.uk/. Our VAT number is [ ].
1.2 Contacting us. To contact us telephone us at [NUMBER] or email [EMAIL ADDRESS]. How to give us formal notice of any matter under the Contract is set out in clause 12.2.
2.1 Our contract. These terms and conditions (Terms) apply to the supply of wool by you to us (Contract). No other terms are implied by trade, custom, practice or course of dealing. The Contract is made up of (a) these Terms and (b) the Contract Information (defined below).
2.2 Contract Information: the Contract Information is the information that you input into our website and the resultant price we calculate for your supply of wool using our price calculator tool. The Contract Information includes: (a) your name, address and other and contact details; (b) the breed of sheep from which Wool will be supplied; (c) the pricing structure you have selected (spot price or fixed term agreement); (d) the quantity of wool in kilograms that you intend to supply in each year of the agreement; and (e) the final offer price generated for the wool.
2.3 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.4 Language. These Terms and the Contract are made only in the English language.
2.5 Your copy. You should print a copy of these Terms or save them to your computer for future reference.
3. Placing an order and its acceptance
3.1 Placing your supply proposal. Please follow the onscreen prompts to submit the details of your proposed wool supply (referred to in these terms as your supply proposal). Each submission of information by you through our site is an offer by you to supply the wool specified in your submission (Wool) for the period of time specified in the Contract Information (Contract Period) subject to these Terms.
3.2 Correcting input errors. Our online process allows you to check and amend any errors before submitting your supply proposal to us. Please check your supply proposal carefully before confirming it. You are responsible for ensuring that your supply proposal, including all Contract Information is complete and accurate.
3.3 Acknowledging receipt of your supply proposal. After you submit a supply proposal to us, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your supply proposal has been accepted. Our acceptance of your supply proposal will take place as described in clause 3.4.
3.4 Accepting your supply proposal. Our acceptance of your supply proposal takes place when we send the email to you to accept it, at which point the Contract between you and us will come into existence.
3.5 If we cannot accept your offer to supply. If we are unable to accept your offer to supply Wool for any reason, we will use reasonable endeavours to inform you of this by email.
The Contract shall commence on the date that it comes into existence (as set out in clause 3.4) and shall continue for the Contract Period specified in the Contract Information unless terminated earlier in accordance with clause 10.
5.1 You warrant and undertake to us that:
5.1.1 you will supply the quantity (by weight) of Wool stated in the Contract Information in each year of the Contract Period;
5.1.2 The Contract Information you have provided is true and accurate in all respects;
5.1.3 You will use reasonable skill and care in supplying the Wool to us;
5.1.4 The Wool that you supply to us shall be:
(a) From the breed of animal stated in the Contract Information;
(b) untreated greasy wool; and
(c) free from pesticides and any material contaminants;
(d) of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
(e) be fit for purpose and as otherwise required to meet our needs.
5.1.5 You have all consents, licences and authorisations necessary to supply the Wool;
5.1.6 You will observe all health and safety rules and regulations that apply in connection with your supply and delivery of Wool to us.
5.2 We shall not have accepted, or be deemed to have accepted, the Wool until the Acceptance Conditions are fulfilled and we have you of acceptance.
5.3 The Acceptance Conditions are that:
5.3.1 all post-delivery acceptance tests and inspections have been completed to our satisfaction at our sole discretion acting reasonably;
5.3.2 we have notified you in writing that the Wool has been delivered in full compliance with the Contract.
5.4 We shall be entitled to reject any Wool which are not in full compliance with the Contract Information and the Terms (including without limitation clause 5.1 of these Terms). Any acceptance of defective Wool or any payment made in respect thereof, shall not constitute a waiver of any of the Customer’s rights and remedies, including its right to reject.
5.5 We will accept delivery of Wool from you if the quantity of Wool is up to 20% more or less than the quantity of Wool specified in the Contract Information. Should the quantity of Wool delivered be outside this tolerance level we reserve the right to reject either (a) the Wool; or (b) the excess at our option. If we do so, you will promptly and at your own cost.
5.6 Any rejected Wool may be returned to you by us at your cost and risk. You shall pay to us a reasonable charge for storing and returning any of the Wool over-delivered or rejected.
6. Delivery, transfer of risk and title
6.1 Unless at the time of submitting your Contract Information you have specified that you require Wool to be collected (or it is otherwise agreed in writing that we will collect), you or your nominated carrier will deliver the Wool, to our premises at Axminster Carpets, Axminster, Devon, EX13 5PQ (or such other location in the UK that we specify in writing before delivery) during the delivery window specified in Contract Information.
6.2 The Wool shall be deemed delivered on completion of unloading only of the Wool at our premises by your or your nominated carrier (as the case may be).
6.3 The Wool shall not be delivered by instalments unless we otherwise agree in writing.
6.4 Where at the time of submitting your Contract Information you have specified that you require Wool to be collected (or it is otherwise agreed in writing that we will collect):
6.4.1 the cost of the collection shall be deducted from the price payable to you for the Wool. Our collection charges are as advised to you during the Contract Information process, before you confirm your supply proposal. To check relevant collection charges, please refer to our Collection Charges page [INSERT HYPERLINK].
6.4.2 Delivery is complete once the Wool has been collected by us or a carrier organised by us.
6.5 We own the Wool once it has been delivered to us.
6.6 Risk in the Wool shall pass to us on the later of:
6.6.1 Delivery to us; or
6.6.2 Acceptance of the Wool in accordance with clause 5.2 of these Terms.
7.1 The price that we will pay for the Wool will be as quoted on our site at the time the Contract Information.
7.2 If (a) you supply more or less Wool than included within the Contract Information and (b) we accept that over or under supply, the total price that we shall pay shall be adjusted proportionately so that you receive the same price per kilogramme as was quoted on the site.
7.3 We use reasonable efforts to ensure that our price calculator tool produces the correct price for the Wool at the time when the relevant information was entered onto the system. However, please see clause 7.5 for what happens if we discover an error in the price of Wool you have agreed to supply.
7.4 The price of Wool excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. We will pay VAT in addition, upon production by you of a valid VAT receipt.
7.5 It is always possible that, despite our reasonable efforts, our pricing calculator may produce an incorrect price for your Wool. We will normally check prices as part of our process of accepting your supply proposal. If however we discover an error in the price we have agreed to pay for the Wool you have agreed to supply we will contact you in writing to inform you of this error and we will give you the option of continuing to sell the Wool at the correct price or cancelling the supply. We will not process your supply until we have your instructions. If we are unable to contact you using the contact details you provided during the Contract Information process, we will treat the supply as cancelled and notify you in writing. If we mistakenly accept and process your offer to supply where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel our order for your Wool.
8.1 You shall invoice us for a consignment of Wool on or after delivery of that consignment.
8.2 We will pay each validly submitted and undisputed invoice on the earlier of:
8.2.1 120 days of delivery of a consignment of Wool, or
8.2.2 60 days from acceptance of the consignment in accordance with clause 5.2.
8.3 Without prejudice to any other remedy, we will be entitled to set-off under the Contract any liability which you have or any sums which you owe to us.
8.4 Time of payment is not of the essence. Where sums due under the Contract are not paid in full by the due date, to compensate you for all loss from our breach, we shall pay on the sum overdue interest (before and after judgment) on a daily basis until payment in full at the rate of 3 per cent per annum above Lloyds Bank PLC. The Supplier acknowledges that this is a substantial remedy for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998.
9. Our liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
9.1 References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.2 Nothing in these Terms limits or excludes our liability for: (a) death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; (c) any other liability that cannot be limited or excluded by law.
9.3 Subject to clause 9.2, we will under no circumstances be liable to you for: (a) any loss of profits, sales, business, or revenue; (b) loss of business opportunity; (c) loss of anticipated savings; (d) loss of goodwill; or (d) any indirect or consequential loss.
9.4 Subject to clause 9.2, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed the price of the Wool in one year of the Contract Period.
10.1 Without limiting any of our other rights, we may suspend our purchase of Wool from you, or terminate the Contract with immediate effect by giving written notice to you if:
10.1.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
10.1.2 without prejudice to clause 10.1.1 any of the Contract Information is found to be or becomes untrue, inaccurate or incomplete;
10.1.3 your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
10.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
10.3 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.
11. Events outside our control
11.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
11.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
11.2.1 we will contact you as soon as reasonably possible to notify you; and
11.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.
11.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 90 days. To cancel please contact us.
12.1 When we refer to “in writing” in these Terms, this includes email.
12.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
12.3 A notice or other communication is deemed to have been received:
12.3.1 if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
12.3.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
12.3.3 if sent by email, at 9.00 am the next working day after transmission.
12.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
12.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
13.1.1 We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens.
13.1.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
13.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
13.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
13.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
13.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
13.6 Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.