Terms and Conditions of Sale and Supply

Effective Date: 01.09.2025

These Terms and Conditions ("Conditions") apply to all sales and supplies of goods by WOMBOURNE BLINDS ("Company") to any customer ("Customer") and form the basis of the contract between the two parties.

1. Definitions

• "Company" means Wombourne Blinds.

• "Customer" means any person, firm, or company purchasing goods from the Company.

• "Goods" means all products supplied or manufactured by the Company.

• "Price" means the amount agreed for the Goods, whether stated in a quotation, price list, or otherwise confirmed in writing.

2. General

2.1 These Conditions apply to all contracts for the supply of Goods, overriding any conflicting terms proposed by the Customer.
2.2 Any changes to these Conditions must be agreed in writing and signed by an authorised Company representative.
2.3 A waiver of any part of these Conditions does not constitute a waiver of any other part.
2.4 Specifications, drawings, measurements, and descriptions are for guidance only and are not binding.
2.5 Quotations are invitations to treat. Orders from the Customer constitute offers and only become binding once accepted in writing by the Company.

3. Price

3.1 The Price is based on the rate applicable at the date of dispatch unless otherwise agreed in writing.
3.2 Unless otherwise stated, quotations remain valid for the period specified within them.
3.3 The Company may adjust the Price to reflect increases in labour, materials, transport, or overheads prior to dispatch, unless a fixed Price was confirmed in writing.

4. Payment

4.1 Payment is due in full on the invoice date and/or date of installation, unless otherwise agreed in writing.
4.2 Payments must be made without deduction, set-off, or counterclaim. Time for payment is of the essence.
4.3 Late payments incur interest at 5% per day, calculated from the due date until cleared payment.
4.4 If payment is overdue, the Company may:
(a) suspend deliveries under this or any other contract;
(b) treat the contract as terminated and claim damages.

5. Delivery

5.1 Delivery dates are estimates only and time shall not be of the essence. The Company is not liable for any loss due to delivery delays.
5.2 The Customer must accept delivery when offered. If delivery is refused, additional charges (including storage and redelivery) may apply.
5.3 Safe and unhindered access to the delivery site must be provided. The Company may refuse delivery if it deems the site unsafe.
5.4 The Customer is responsible for providing adequate labour and equipment for unloading.
5.5 Where direct delivery is impractical, collection will be required from a depot nominated by the Company.
5.6 Disposal of packaging and waste is the Customer’s responsibility. Removal can be arranged by the Company at a charge of £175.

6. Returns

6.1 Returns are only accepted with prior written consent and must follow the Company’s return procedures.

7. Risk

7.1 Risk transfers to the Customer upon delivery to the agreed location or collection by the Customer, whichever occurs first.

8. Title

8.1 Ownership of the Goods remains with the Company until full payment is received.
8.2 Until title passes, the Customer must:
(a) hold the Goods as bailee;
(b) store them separately and clearly identify them as the Company’s property;
(c) not alter or obscure identifying marks.
8.3 The Company may enter the Customer’s premises to recover Goods if payment is overdue.
8.4 The Company may sue for the Price even if title has not passed.
8.5 If the Customer resells the Goods before ownership passes, the proceeds must be held on trust for the Company.

9. Warranties and Liability for Defects

9.1 Except as explicitly stated, all warranties and conditions (express or implied) are excluded to the fullest extent allowed by law.
9.2 For defective Goods, the Company’s liability is limited to repair or replacement at its discretion.
9.3 No warranty is given for fitness for purpose unless explicitly agreed in writing.
9.4 Where the Customer is a consumer, their statutory rights under the Sale of Goods Act 1979 remain unaffected.

10. Liability

10.1 The Company does not limit its liability for death or personal injury caused by its negligence.
10.2 The Company is not liable for any failure or delay due to events beyond its control (see Clause 16).
10.3 Other than as provided in Clause 10.1, liability for defective Goods is limited to the Price paid.
10.4 The Company is not liable for indirect or consequential losses of any kind.
10.5 The Customer must inspect the Goods upon delivery and report any issues in writing within a reasonable time.
10.6 Claims for non-delivery must be made in writing within 5 days of the expected delivery date.

11. Breach and Insolvency

11.1 If the Customer breaches the Contract or becomes insolvent, the Company may terminate the Contract immediately without liability and enforce any available legal remedies.

12. Cancellation

12.1 Orders for Goods sourced from third parties are non-cancellable.
12.2 Other orders may only be cancelled with the Company’s written consent.
12.3 If cancellation is accepted, a cancellation/restocking fee of 20% of the Price will apply.

13. Waiver

13.1 Delay or failure by the Company to enforce any right under these Conditions does not waive that right or any other.

14. Severance

14.1 If any part of these Conditions is found to be invalid or unenforceable, that part shall be modified or removed as necessary, and the remaining terms will continue in full force.

15. Governing Law and Jurisdiction

15.1 These Conditions and the Contract are governed by the laws of England and Wales.
15.2 Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

16. Force Majeure

16.1 The Company is not liable for delays or failure to perform due to events beyond its reasonable control, including but not limited to:

• Natural disasters (e.g. flood, fire, earthquake)

• Pandemic or epidemic

• War, terrorism, civil unrest

• Strikes or labour disputes

• Transport or utility failures

• Machinery breakdown or supply shortages

• Legal or governmental restrictions

16.2 In such events:
(a) The Company will notify the Customer promptly;
(b) Obligations are suspended for the duration of the disruption;
(c) The Company may cancel or delay delivery without liability.

16.3 If the event continues for more than 90 days, either party may terminate the Contract with written notice. The Customer remains liable for any Goods already delivered.

For any questions regarding these Terms and Conditions, please contact Wombourne Blinds at [insert contact details].