Terms of Business and Conditions of Online Sales

1. Interpretation - In these conditions (a) ’Buyer'means the person who accepts a quotation of the Company for the sale of the Goods or whose order for Goods is accepted by the Company.  (b) '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 conditions. (c) 'Company' means Willow Technologies Ltd. (registered in Cardiff under number 2413000).

2.General - All orders are subject to acceptance in writing by the Company . Any written acknowledgement of receipt of an order shall not, in and of itself, constitute such acceptance.

Contracts and orders are accepted only subject to these Conditions of sale as set out hereunder and the Buyer shall be bound by such Conditions.  No modification of these Conditions or the particulars in the Company's acceptance will be recognised by the Company unless expressly accepted by the Company in writing.  Unless so agreed any qualification thereof or difference contained in the Buyer's own order forms shall be inapplicable.  All orders whether based upon a quotation or otherwise shall be subject to the Company's written acknowledgement.

The headings in these conditions are for convenience only and shall not affect their interpretation.

No order which has been accepted by the Company may be cancelled by the Buyer except with the agreement in writing of the Company and on terms that the Buyer shall 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.

This site is owned and operated by Willow Technologies Limited of 3 Borers Yard, Borers Arms Road, Copthorne, West Sussex, RH10 3LH, United Kingdom. If you have any queries about these terms and conditions or if you have any comments or complaints on or about our website, you can contact us at sales@willow.co.uk or +44 (0)1342 717102.

3.Price of the goods - The price of the Goods shall be the Company's quoted price or, where no price has been quoted  (or a quoted price is no longer valid), the price listed in the Company's published price current at the date of acceptance of the order.  Where the Goods are supplied for export from the United Kingdom, the Company's published export price list shall apply.  All prices quoted are valid for 30days only or until earlier acceptance by the Buyer, after which time they may be altered by the Company without giving notice to the Buyer.

The Company reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate information or instructions.

The price is exclusive of any applicable Value added tax and Delivery Charges, which the Buyer shall be additionally liable to pay the Company.

4.Terms of Payment - Unless otherwise specified the Goods or each instalment of the Goods in cases where the Goods are to be delivered by instalments shall be subject to the following payment conditions.. (a)The Company must receive payment of the whole of the price for the goods that you order before your order can be accepted. (b) Credit cards accepted include major credit cards, purchase cards, and major bank debit cards including MasterCard, VISA, Diners Club, Discover, and JCB. (c) For Account holding customers: Failure to make payment within 30days of the date of the relevant invoice shall entitle the Company to suspend deliveries until payment is made or to terminate the contract in writing or to treat the contract as repudiated by the Buyer without prejudice to the Company's rights to damages for breach of contract.  (d) For Account holding customers: Failure to make payment within 60 days of date of invoice will incur a surcharge of 5% of the quoted price for each additional 30 day period or part thereof for which the invoice remains unpaid.  In addition the Buyer shall pay all the Company's costs and outgoings incurred in obtaining payment of such moneys from the Buyer.

5.            Packing - Unless otherwise agreed Goods shall be delivered in the Company's standard packaging and charged at the Company's standard rate.  Special packaging specifications to meet the Buyer's requirements must be referred to the Company for review and acceptance.  The Company shall make a charge for this and the cost will be shown as a separate item on the invoice.

6.            Delivery - Every effort will be made to maintain delivery dates but the Company accepts no liability for any delay, however occasioned, or for the consequences of any delay.  No delivery shall be considered as overdue until the Buyer has made a written request for delivery and given the Company reasonable time to comply with such a request.  Delivery shall be when the Goods are ready and at the Buyer's nominated place of delivery which shall be (a) the Company's premises if the Buyer or the Buyer's carrier or agent collects or if no written nomination has been received by the time the Goods are ready of (b) at the Buyer's own premises if carriage is effected by the Company, the Company's carriers or agents.  Thereafter the Goods shall be at the sole risk of the Buyer.  The Company reserves the right to deliver by instalments in which case each delivery shall constitute a separate contract without prejudice to subsequent deliveries and shall be invoiced accordingly.  The Company shall use it's best endeavours to deliver on the date stated but no guarantee or warranty as to the date or rate of delivery is given or implied and the Company accepts no liability for the late delivery or any consequential damage arising there from. (c) Our delivery charges are set out in the check out basket page in our webshop.

7.            Title and Insurance - Property in the Goods shall remain vested in the Company until payment therefore shall have been made by the Buyer in full.  In the event that the Goods shall be in any way adapted or incorporated by the Buyer or incorporated by the Buyer or any third party into any other Goods the Buyer shall pending the sale of the Goods so adapted of such composite Goods hold the same as security for payment to the Company of all moneys due in respect of the Goods.  Any moneys received by the Buyer from resale of the Goods whether in the original state in which they were received from the Company or so adapted as aforesaid for from the sale of such composite Goods shall be held by the Buyer on trust to pay to the Company all moneys due from the Buyer to the Company in respect thereof.  The Buyer shall if so requested by the Company assign to the Company all rights the Buyer may have against any subsequent purchaser for payment for the Goods whether in the original state in which they were received from the Company or so adapted as aforesaid or for such composite Goods and any other rights and claim against such a purchaser in connection therewith.

8.Force Majeure -  Should the Company be prevented from delivering at the agreed date by strikes, lock-outs, acts of God, war, fire, tempest, computer interruptions, riots, terrorism, epidemics, quarantine restrictions, accident or damage to machinery, or delay in obtaining or inability to obtain through scarcity of materials or for any other cause beyond the Company's control, the Company may suspend delivery until a reasonable time after the end of the happening and during such time as is reasonably incidental to the resumption of normal production or sales, or cancel or vary the contract without compensation.

9.Warranty - The Company warrant the Goods to be free from defects in material and workmanship.  The Company's liability under this warranty shall be limited to repairing or furnishing parts to replace any parts which within 12 months from the date of receipt thereof by the Buyer fail because of defective workmanship or material provided or furnished by the Company.  As a condition hereof, such defects must be brought to the Company's attention for verification when first discovered and the material or parts alleged to be defective shall be returned to the Company if requested.  The Company shall not be liable for transportation or installation charges, for expenses of the Buyer for repairs or replacements or for damages from delay or loss of use of other indirect, incidental or consequential damages of any kind.  If inspection by the Company does not disclose any defects in material or workmanship, the Company's regular published rates will be charged as they apply.  The Company may use improved designs of the parts to be replaced.  This warranty does not apply to any material which has been repaired or altered outside the Company's premises in any way so as in the Company's judgement to affect its performance or reliability, or to any defect in any parts due to misuse, negligence, accident or any other cause other than normal and reasonable use nor shall it apply beyond their normal life span of life to any materials whose normal span of life is shorter than the applicable period stated herein.

10.            Lien - In addition to any right of lien to which the Company may by law be entitled the Company shall have a general lien on all Goods of the Buyer in the Company's possession (although such Goods or some of them may have been paid for) for the unpaid price of any other Goods sold and delivered to the Buyer by the Company under the same or other contracts.

11.Claims - The Buyer shall inspect the Goods immediately on delivery thereof.  If the Buyer fails to give notice or report in accordance with this clause the Goods shall be deemed to be in all respects in accordance with the contract and the Buyer shall be bound to accept and pay for the same at the time or times specified hereunder unless a written claim is received:-

(i)By both the Company and the carrier within 3 days of delivery in respect of damage, delay or partial loss in transit.

(ii)By both the Company and the carrier within 28 days of despatch in respect of non-delivery.

(iii)By the Company within 28 days of delivery in respect of any other matter.

(iv)Goods subject to any claims must be stored free of charge for the Company's inspection.

12.Drawings and Originals - The Company accepts no responsibility whatsoever for the accuracy of drawings particulars, weights and dimensions, patterns, specifications performance figures or other data in any quotation, catalogue, advertisement, price list, leaflet or other publication or document issued by the Company and they shall not be construed as enlarging, varying or overriding these conditions or forming any part of any contract between the Buyer and the Company.

All drawings and other descriptive matter supplied by the Company are supplied in confidence and are subject to copyright protection and are not to be reproduced either in whole or in part without the Company's prior written consent.

13.Patents - In the case of Goods manufactured in accordance with the Buyer's designs, specifications or instructions the Buyer guarantees that such Goods and/or process of manufacture thereof do not infringe any letters patent or privilege in the nature of letters patent or registered design and agree to indemnify the Company against all liabilities costs, claims and demands which the Company may incur by reason of the manufacture or sale of such Goods.

14.Waiver - The Company's rights shall not be affected or restricted by any indulgence or forbearance granted to the Buyer.  No waiver by the Company of any breech of contract shall operate as a waiver of any subsequent breach of the same or any other provision.

15.Export Licences -– The Company is committed to compliance with all Department for Business, Innovation & Skills in the UK (BIS) and the U.S. Export Regulations and Laws. The Company will not sell or ship to countries embargoed by the UK Government or U.S. Treasury Office of Foreign Asset Control (OFAC). Furthermore, Willow prohibits the re-export, brokering or transshipment of its products to any individual, organization or country prohibited by the OFAC or BIS. Customer agrees to comply with all such laws, regulations and orders. Customer further acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Customer acknowledges its responsibility to obtain any license to export, re-export or import as may be required. If any export licence or any Government authorisation is required for the manufacture of despatch of the Goods the contract shall be subject to such licence or authorisation being granted and the Buyer shall indemnify the Company against any costs or liability if the same is not issued.

16.Law, jurisdiction and language - This website, any content contained therein and any contract brought into being as a result of usage of this website are governed by and construed in accordance with English law. Parties to any such contract agree to submit to the exclusive jurisdiction of the courts of England and Wales. All contracts are concluded in English.The rights and obligations of the parties and all terms and conditions hereof shall be construed in accordance with English law.

17.Ownership of rights - All rights, including copyright, in this website are owned by or licensed to Willow Technologies Limited. Any use  of this website or its contents, including copying or storing it or them in whole or part, other than for your own personal, non commercial use, is prohibited without our permission. You may not modify, distribute or repost anything on this website for any purpose.

18.Accuracy of content - We have taken care in the preparation of the content of this website, in particular to ensure that prices quoted are correct at the time of publishing and that all goods have been fairly described. However, orders will only be accepted if there are no material errors in the description of the goods or their prices as advertised on this website. Any weights, dimensions and capacities given about the goods are approximate only.

19.Damage to your computer - We try to ensure that this website is free from viruses or defects. However, we cannot guarantee that your use of this website or any websites accessible through it will not cause damage to your computer. It is your responsibility to ensure that the right equipment is available to use the website.  We will not be liable to any person for any loss or damage which may arise to computer equipment as a result of using this website.

20.Invalidity - If any part of these terms and conditions is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of these conditions will not be affected.

21.Privacy - You acknowledge and agree to be bound by the terms of our privacy policy and cookie policy. Information regarding data collection is also covered here GDPR.

22.Third party rights - Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.