1. These terms
   1. What these terms cover. These are the terms and conditions on which we supply products to you.
2. Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
3. Are you a business customer or a consumer? In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:

• You are an individual.
• You are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).

4. If you are a business customer this is our entire agreement with you. If you are a business customer these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
5. Information about us and how to contact us 1. Who we are. We are The Wood Wall Panel Co Ltd, a company registered in England and Wales. Our company registration number is 15000726 and our registered office is at 74 Suffolk Road, Cheltenham GL50 2SZ.
6. How to contact us. You can contact us by telephoning our customer service team at 01242 850633 or by writing to us at enquiries@thewoodwallpanelco.co.uk.
7. How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
8. “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

3. Our contract with you 1. How we will accept your order. Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.
4. If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.

4. Our products 1. Products may vary slightly from their pictures. The images of the products on our website or in our brochure are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that the

2 represented display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images.

2. Product packaging may vary. The packaging of the product may vary from that shown in images on our website or in our brochure.
3. Calculation of materials required: information and tips on how to measure on our website or by contacting us.
4. If you wish to make a change to the product you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract.
5. Minor changes to the products. We may change the product: 1. to reflect changes in relevant laws and regulatory requirements; and
6. to implement minor technical adjustments and improvements. These changes will not affect your use of the product.

2. Changes to these terms. In addition, we may make changes to these terms which will come into effect when they are published on our website. The terms that apply to you will be the terms that applied at the time of your order.
3. Delivery costs. The costs of delivery are as detailed on individual pricing documents.
4. We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control (including but not limited to: fire, the elements of civil commotion, strikes or lock outs, industrial dispute, shortage of raw materials of fuel, the late receipt of your specification or other necessary information, acts, orders or regulations of the Government, delay on the part of any contractor or sub-contractor or supplier or carrier) then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.
5. If you are not at the delivery address when the product is delivered. All deliveries require a signature. If no one is available at your address to take delivery, we will be in touch to rearrange delivery. You will be liable for the costs of re-delivery. All products must be thoroughly checked on delivery. Any discrepancies or damages MUST be noted on the delivery ticket and notified to the details in clause 2.2 within 48 hours of the delivery taking place.
6. If you do not re-arrange delivery. If, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection within 30 days of the delivery date we may: 1. end the contract and clause 15.2 will apply; or
7. increase the price of the goods to the effective price of the goods at the actual date of delivery.

5. Your rights to make changes
6. Our rights to make changes
7. Providing the products
8. Your legal rights if we deliver goods late. If you are a consumer, you have legal rights if we deliver any goods late. If we miss the delivery deadline for any goods then you may treat the contract as at an end straight away if any of the following apply:

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1. We have refused to deliver the goods; or
2. Delivery within the delivery deadline was essential (taking into account all the relevant circumstances) and you told us so at the time of the order.

4. Risk and Retention of Title 1. Risk of damage to or loss of the Goods shall pass to the Buyer at: 1. The time when the Seller notifies the Buyer that the Goods are available for collection; or
5. At the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.

2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods.
3. Until payment has been made to the Seller in accordance with these Terms and Conditions and the Contract and title in the Goods has passed to the Buyer, the Buyer shall be in possession of the Goods as bailee for the Seller and the Buyer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Seller and shall insure the Goods against all reasonable risks.
4. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all money owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
5. The Seller reserves the right to repossess any Goods in which the Seller retains title without notice. The Buyer irrevocably authorises the Seller to enter the Buyer’s premises during normal business hours for the purpose of repossessing the Goods in which the Seller retains title or inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Clause 4.
6. The Buyer’s right to possession of the Goods in which the Seller maintains legal and beneficial title shall terminate if: 1. The Buyer commits or permits any material breach of his obligations under these Terms and Conditions;
7. The Buyer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;
8. The Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
9. The Buyer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Buyer, notice of intention to appoint an administrator is given by the Buyer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer.

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5. When you become responsible for the products

A product which is products will be your responsibility from the time we deliver the product to the address you gave us or you, or a carrier organised by you, collect it from us.

6. When you own products. You own a product once we have received payment for it in full. 1. Terms and Payment date are as stated on our sales invoice.
7. Payment methods are as stated on our sales invoice.
8. Late Payment

1. We reserve the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 at 8% over the bank base rate.
2. We reserve the right to refer the buyer’s debt for action in the County Court for payments exceeding the agreed payment terms. This could result in the buyer having to pay Court costs and Court fees (or other fees incurred) as directed by the County Court.
3. What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you. If so, this will have been stated in the description of the products on our website or in our brochure, or told to you over the telephone or during the course of email exchanges. We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
4. Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:
5. deal with technical problems or make minor technical changes; 2. update the product to reflect changes in relevant laws and regulatory requirements;
6. make changes to the product as requested by you or notified by us to you.

9. Your rights if we suspend the supply of products. We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. If we have to suspend the product for longer than 60 days we will adjust the price so that you do not pay for products while they are suspended. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 60 days and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.
10. We may also suspend supply of the products if you do not pay. If you do not pay us for the products when you are supposed to and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend supply of the products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the products. We will not suspend the products where you dispute the unpaid invoice. We will not charge you for the products during the period for which they are suspended. As well as suspending the products we can also charge you interest on your overdue payments.
11. Your rights to end the contract 1. If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or a service re-performed or to get some or all of your money back).
12. Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (1) to (5) below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:

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1. we have told you about an upcoming change to the product or these terms which you do not agree to;
2. we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
3. there is a risk that supply of the products may be significantly delayed because of events outside our control;
4. we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 60 days
5. you have a legal right to end the contract because of something we have done wrong.

1. Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault you can still end the contract before it is completed, but you may have to pay us compensation. A contract for products is completed when the product is delivered and paid for. If you want to end a contract before it is completed where we are not at fault and you are not a consumer who has changed their mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract depending on the date on which you end the contract
2. Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following: 1. Phone or email. Call or email customer services using the contact details at clause 2.2. Please provide your name, address, details of the order and, where available, your phone number and email address.
3. By post. Simply write to us at that address, including details of what you bought, when you ordered or received it and your name and address.

2. Returning products after ending the contract. If you end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us. You must either return the products in person to where you bought them or allow us to collect them from you. Please call or email customer services using the contact details at clause 2.2 to arrange collection.
3. When we will pay the costs of return. We will pay the costs of return: 1. if the products are faulty or misdescribed; or
4. if you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong.

12. Exercising your right to change your mind if you are a business. You have a right to change your mind 7 working days after you receive the goods and receive a refund. To exercise your right of cancellation, you must give written notice to The Wood Wall Panel Co Ltd. by email or in writing giving details of the goods ordered and date received. Notification by phone is not acceptable. If you exercise your right of cancellation after the goods have been delivered to you, you will be responsible for returning the goods to The Wood Wall Panel Co Ltd or relevant Merchant at your own cost. If our couriers are required to collect, this will be rechargeable to you. All returned items must be in the original packaging and sent to us within seven working days from receipt. Returned goods must be still sealed, unopened and in perfect condition. Goods that do not comply with this may not be returned. You agree to pay a restocking fee to us equivalent to 40% of the returned order.
13. How to end the contract with us

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In all other circumstances you must pay the costs of return.

14. What we charge for collection. We will charge you the direct cost to us of collection. The costs of collection will be quoted to you prior to collection. If you have an alternative option for returning the products to us, we are happy to discuss this with you.
15. How we will refund you. If you are entitled to a credit under these terms we will credit you the price you paid for the product by the method you used for payment. However, we may make deductions from the price which will be notified by email.
16. Our rights to end the contract 1. We may end the contract if you break it. We may end the contract for a product at any time by writing to you if: 1. you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;
17. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products; or
18. you do not, within a reasonable time, allow us to deliver the products to you or collect them from us.

2. You must compensate us if you break the contract. If we end the contract in the situations set out above we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
3. Ending the contract for bankruptcy or insolvency. We many end the contract if (i) you are a consumer and become bankrupt or are subject to any or have any execution or distress levied upon any of your goods or property, or (ii) if you are a business customer and go into liquidation, other than voluntary liquidation for purposes of the amalgamation or reconstruction, or have a Receiver or administrator appointed of your property or assets or any part thereof.
4. We may withdraw the product. We may stop providing a product without notice but we will refund any sums you have paid in advance for products which will not be provided.

17. Defective Goods 1. If on delivery any of the Goods are defective in any material respect and either the Buyer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery as “condition and contents unknown” the Buyer gives written notice of such defect to the Seller within 3 Business Days of such delivery, the Seller shall at its option: 1. replace the defective Goods within 14 Business Days of receiving the Buyer’s notice; or
18. refund to the Buyer the price for those Goods (or parts thereof, as appropriate) which are defective; but the Seller shall have no further liability to the Buyer in respect thereof and the Buyer may not reject the Goods if delivery is not refused or notice given by the Buyer as set out above.

2. No Goods may be returned to the Seller without the prior agreement in writing of the Seller. Subject thereto any Goods returned which the Seller is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Seller’s sole discretion the Seller shall refund or credit to the Buyer the price of such defective Goods but the Seller shall have no further liability to the Buyer.

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3. If the Buyer purchases any Goods within six months of the launch of such goods the Buyer shall have the right to return the Goods or any part of such order within 1 month of delivery, provided always that the Buyer exercising such right shall: 1. Return such goods at his risk and cost; and
4. Indemnify the Seller against any cost incurred by the Seller in rectifying any deterioration of the Goods caused by incorrect storage or use while in the Buyer’s possession.

4. The Seller shall be under no liability in respect of any defect arising from fair
5. wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Seller’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Seller’s prior approval, or any other act or omission on the part of the Buyer, its employees or agents or any third party.
6. Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
7. Except in respect of death or personal injury caused by the Seller’s negligence, or as expressly provided in these Terms and Conditions, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Contract, for any direct or consequential loss or damage sustained by the Buyer (including without limitation loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer.
8. The Buyer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Buyer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Buyer is carried out in accordance with directions given by the Seller or any competent governmental or regulatory authority and the Buyer will indemnify the Seller against any liability loss or damage which the Seller might suffer as a result of the Buyer’s failure to comply with this condition.

18. Buyer’s Default
19. If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to: 1. Cancel the order or suspend any further deliveries to the Buyer;
20. Appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
21. Charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 15% per annum above Bank of England base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

2. This condition applies if: 1. The Buyer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;

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2. The Buyer becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;
3. An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer;
4. The Buyer ceases, or threatens to cease, to carry on business; or
5. The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

2. If sub-Clause 12 applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary
3. We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
4. What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any products provided to you.
5. Product price rises. We can raise the price of our products at any time by publishing a new price on our website, however, the published or quoted price when you placed your order will be the price that you pay for that order.
6. Our right of set-off if you are a business customer. If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7. What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
8. Nothing in these terms shall limit or exclude our liability for: 1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
9. fraud or fraudulent misrepresentation;

19. Pricing

We take all reasonable care to ensure that the price of the product advised to you is correct. However please see clause 24 for what happens if we discover an error in the price of the product you order.

20. Our responsibility for loss or damage suffered by you if you are a business 9

3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
4. defective products under the Consumer Protection Act 1987; or
5. any matter in respect of which it would be unlawful for us to exclude or restrict liability.

2. Except to the extent regarding defective goods, all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are excluded.
3. Subject to clause 16.1: 1. we shall not be liable to you, 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 any contract between us; and
4. our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for products in the order.

22. How we will use your personal information.

We will only use your personal information as set out in our privacy policy.

23. Other important terms
24. We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer you may contact us to end the contract within 3 days of us telling you about it and we will refund you any payments you have made in advance for products not provided.
25. You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing. We may require the person to whom the guarantee is transferred to provide reasonable evidence that they are now the owner of the relevant item.
26. Nobody else has any rights under this contract (except someone you pass your guarantee on to). This contract is between you and us. No other person shall have any rights to enforce any of its terms.
27. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
28. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
29. Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

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7. Force Majeure. Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
8. Waiver. The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
9. Severance. The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract). The remainder of these and the Contract shall be valid and enforceable.
10. Third Party Rights. A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.