Terms of service
Fallen & Felled – Terms and Conditions (General and Website)
1. INTERPRETATION
1.1 The following definitions and rules of interpretation apply in these Conditions:
"Business Day" - a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;
"Business Hours" - the period from 09.00 to 17.00 on any Business Day;
"Conditions" - these terms and conditions as amended from time to time in accordance with clause 15;
"Contract" - the contract between Fallen & Felled and the Customer for the supply of Goods in accordance with these Conditions;
"Customer" - the person or firm who purchases the Goods from Fallen & Felled;
"Fallen & Felled" - means Fallen and Felled Limited a company registered in England and Wales with company number 11212458;
"Force Majeure Event" - means an event, circumstance or cause beyond a party's reasonable control;
"Goods" - the goods (or any part of them) set out in the Order;
"Order" - means the Customer's order for the supply of Goods howsoever received by Fallen & Felled;
"party/parties" - means either or both Fallen & Felled and the Customer as the context requires;
"Specification" - any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and Fallen & Felled;
1.2 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 a reference to a party includes its personal representatives, successors and permitted assigns.
1.4 a reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.5 any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.6 a reference to writing or written includes email but not fax.
2. BASIS OF THE CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Goods.
2.2 The Order shall only be deemed to be accepted when Fallen & Felled, either:
2.2.1 issues written acceptance of the Order; or
2.2.2 delivers the Goods; or
2.2.3 acts in a manner consistent with its having accepted the Order (including processing any materials), at which point and on which date the Contract shall come into existence.
2.3 The Customer waives any rights contained in any other documents which are inconsistent with these Conditions, which apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.4 Any quotation given by Fallen & Felled shall not constitute an offer and is only valid for a period of 30 days from its date of issue.
3. GOODS
3.1 Any samples, drawings, descriptive matter, marketing or other advertising materials issued by Fallen & Felled and any descriptions of the Goods contained in Fallen & Felled's catalogues, brochures, website or social media are issued or published for the sole purpose of giving an approximate idea of the Goods so described. They shall not form part of the Contract and the Customer accepts and acknowledges that the Goods being both natural and handmade their true colour may not exactly match that shown by the Customer's device.
3.2 BUSINESS CUSTOMERS ONLY - Subject to clause 3.4, if:
3.2.1 the Customer gives notice in writing to Fallen & Felled within fourteen (14) days of delivery (or deemed delivery) that some or all of the Goods are faulty or are materially inconsistent with any specification agreed or provided by Fallen and Felled; and
3.2.2 Fallen & Felled is given a reasonable opportunity of examining such Goods; and
3.2.3 the Customer (if asked to do so by Fallen & Felled) returns such Goods to Fallen & Felled's place of business at the Customer's cost,
Fallen & Felled shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
3.3 CONSUMER CUSTOMERS ONLY - Subject to clause 3.4, if:
3.3.1 the Customer gives notice in writing to Fallen & Felled within thirty (30) days of delivery (or deemed delivery) that some or all of the Goods are faulty or are materially inconsistent with any specification agreed or provided by Fallen and Felled; and
3.3.2 Fallen & Felled is given a reasonable opportunity of examining such Goods; and
3.3.3 the Customer (if asked to do so by Fallen & Felled) returns such Goods to Fallen & Felled's place of business at Fallen & Felled's cost, Fallen & Felled shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
3.4 Fallen & Felled shall not be liable for any defect in the Goods if:
3.4.1 the Customer makes use of the Goods after giving a notice in accordance with clause 3.2 or as the case may be clause 3.3 and clause 9.3;
3.4.2 the defect arises because the Customer failed to follow Fallen & Felled's instructions as to the storage, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
3.4.3 the defect arises as a result of Fallen & Felled following any specific instructions supplied by the Customer;
3.4.4 the Customer alters or repairs the Goods without the prior written consent of Fallen & Felled;
3.4.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
3.4.6 the defect arises as a result of any naturally occurring defects (including any naturally occurring expansion, shrinkage or cracking) either apparent or latent including defects caused by variations of weather; or
3.4.7 the Goods differ from their description as a result of changes made to ensure compliance with applicable statutory and regulatory requirements.
4. DELIVERY OF THE GOODS
4.1 Fallen & Felled shall endeavour to ensure that:
4.1.1 each delivery of the Goods is accompanied by a delivery note which shows as the context requires the type and quantity of the Goods, storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
4.1.2 if Fallen & Felled requires the Customer to return any packaging materials to Fallen & Felled the Customer shall make any such packaging materials available for collection at such times as Fallen & Felled shall reasonably request. Returns of packaging materials shall be at Fallen & Felled's expense.
4.2 If the Goods are to be delivered, Fallen & Felled shall deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing at any time after Fallen & Felled notifies the Customer that the Goods are ready.
4.3 If the Goods are to be collected, the Customer shall collect the Goods from Fallen & Felled's premises at Arch 20, Hartland Road Arches, Hartland Road, London, NW1 8HR or such other location as may be agreed in writing with the Customer before delivery.
4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. Fallen & Felled shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Fallen & Felled with adequate delivery instructions or adequate access to the Customer's site or adequate unloading facilities or any other instructions that are relevant to the supply of the Goods. The Customer shall pay any and all costs associated with further deliveries which are not set out in the Contract.
4.5 If Fallen & Felled fails to deliver the Goods, its liability shall be limited to the price of the Goods as set out in the Contract. Fallen & Felled shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide Fallen & Felled with adequate delivery instructions or adequate access to the Customer's site or adequate unloading facilities or any other instructions that are relevant to the supply of the Goods.
4.6 If the Customer fails to take or accept delivery of the Goods after Fallen & Felled notifies the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by Fallen & Felled's failure to comply with its obligations under the Contract in respect of the Goods:
4.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which Fallen & Felled notified the Customer that the Goods were ready; and
4.6.2 Fallen & Felled shall, subject to clause 4.7 store the Goods until actual delivery takes place and charge the Customer for all related costs and expenses (including insurance).
4.7 If the Customer has not taken or accepted delivery of the Goods within 30 days of the date on which Fallen & Felled notifies the Customer that the Goods are ready of delivery, Fallen & Felled may resell or dispose of the Goods in the event of which the Customer shall be liable to pay Fallen & Felled any shortfall between the Contract price and Fallen & Felled's actual net receipts.
4.8 Fallen & Felled may deliver the Goods by instalments, and may, in its sole discretion, invoice the Customer for each instalment separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. TITLE AND RISK
5.1 The risk in the Goods shall pass to the Customer on delivery or deemed delivery (in accordance with clause 4.6.1 .
5.2 Title to the Goods shall not pass to the Customer until Fallen & Felled:
5.2.1 receives payment in full (in cash or cleared funds) for the Goods; and
5.2.2 any other goods that Fallen & Felled has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
5.3 Until title to the Goods has passed to the Customer, the Customer shall:
5.3.1 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Fallen & Felled's behalf from the date of delivery; and
5.3.2 notify Fallen & Felled immediately if it becomes subject to any of the events listed in clause 9.1.
6. CUSTOMER'S OBLIGATIONS
6.1 The Customer shall ensure that the terms of the Order and any information it provides are complete and accurate.
6.2 Fallen & Felled shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Fallen & Felled's failure or delay to perform any of its obligations if such failure is resultant upon any act or omission by the Customer or failure by the Customer.
6.3 A Customer shall not use any Goods for any illegal or unauthorised purpose nor to violate any laws in the Customer's jurisdiction (including but not limited to copyright laws).
6.3.1 If, at Fallen & Felled's request, a customer send certain specific submissions (for example contest entries) or without a request from Fallen & Felled a customer sends creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise ("Comments"), the Customer agrees that Fallen & Felled may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that Customer forwards to Fallen & Felled. Fallen & Felled are and shall be under no obligation
(a) to maintain any comments in confidence;
(b) to pay compensation for any comments; or
(c) to respond to any comments
6.4 Billing and Account Information: The Customer agrees to provide current, complete and accurate purchase and account information for all Orders and agree to promptly update their account and other information, including email address and credit card numbers and expiration dates, so that Fallen & Felled can complete the Order and contact the Customer as needed.
7. RIGHT TO REFUSE ORDER
7.1 Fallen & Felled reserve the right to refuse any Order placed by the Customer. Fallen & Felled may, in their sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that Fallen & Felled make a change to or cancel an Order, Fallen & Felled may attempt to notify the Customer by contacting the e‑mail and/or billing address/phone number provided at the time the Order was made. Fallen & Felled reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
8. PRICE AND PAYMENT
8.1 The price for Goods:
8.1.1 shall be the price set out in the Order or, if no price is quoted, the price set out in Fallen & Felled's published price list as at the date of the Order; and
8.1.2 shall, unless otherwise expressly stated by Fallen & Felled to the contrary, be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Customer.
8.2 Fallen & Felled shall generally invoice the Customer before on or at any time after completion of delivery but reserves the right to require payment in advance (in particular but not necessarily in relation to bespoke goods).
8.3 The Customer shall, unless otherwise agreed in writing by Fallen & Felled or required in accordance with clause 7.2, pay each invoice within 30 days of the date of the invoice.
8.4 Time for payment shall be of the essence of the Contract.
8.5 Unless otherwise stated, all amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time ("VAT").
8.6 If the Customer fails to make a payment due to Fallen & Felled under the Contract by the due date, then, without limiting Fallen & Felled's remedies under clause 10, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.5 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9. MODIFICATIONS TO THE GOODS AND PRICES
9.1 Prices for Fallen & Felled's products as shown in catalogues, brochures, website or social media are subject to change without notice.
9.2 Fallen & Felled shall not be liable to the Customer or to any third-party for any modification, price change, suspension or discontinuance of any products.
10. LIMITATION OF LIABILITY
10.1 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
10.2.1 death or personal injury caused by negligence;
10.2.2 fraud or fraudulent misrepresentation;
10.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
10.2.4 defective products under the Consumer Protection Act 1987.
10.3 Subject to clause 8.2, Fallen & Felled's total liability to the Customer shall not exceed the amount specified in the Contract.
10.4 The following types of loss are wholly excluded:
10.4.1 loss of profits;
10.4.2 loss of sales or business;
10.4.3 loss of agreements or contracts;
10.4.4 loss of anticipated savings; and
10.4.5 indirect or consequential loss.
10.5 terms implied by the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.6 This clause 8 shall survive termination of the Contract.
11. TERMINATION
11.1 Without limiting its other rights or remedies, Fallen & Felled may terminate this Contract with immediate effect by giving written notice to the Customer or suspend provision of the Goods if:
11.1.1 the Customer takes any step or action in connection with any insolvency proceeding save for solvent restructuring; and/or
11.1.2 the Customer fails to pay any amount due under the Contract on the due date for payment.
11.2 CONSUMER CUSTOMERS ONLY - For the avoidance of doubt, if any of the Goods provided under the Contract are bespoke or customized, the Customer shall not have the right to cancel the Contract within 14 days from the date of delivery.
11.3 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
11.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
12. CONSEQUENCES OF TERMINATION
12.1 On termination of the Contract the Customer shall immediately pay to Fallen & Felled all of Fallen & Felled's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Fallen & Felled shall submit an invoice, which shall be payable by the Customer immediately on receipt.
12.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry.
12.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
13. FORCE MAJEURE
13.1 Neither Fallen & Felled nor the Customer shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event.
14. WEBSITE TERMS
14.1 Fallen & Felled offers a website (Fallen & Felled | Sustainable Hardwood Timber | London) (the "Website") , including all information and products available, the use of which is conditional upon a customers acceptance of all Fallen & Felled's terms, conditions, policies and notices which are available on the Website.
14.2 Please read these Conditions carefully before accessing or using the Website. By accessing or using any part of the site, a customer is agreeing to be bound by these Conditions. If a customer does not agree to all these Conditions, then the customer may not access the Website.
14.3 Fallen & Felled reserve the right to update, change or replace any part of these Conditions in accordance with clause 17.2 and shall post such updates and/or changes to the Website. It a customer's responsibility to check the Website periodically for changes. A customer's continued use of or access to the Website following the posting of any changes constitutes acceptance of those changes.
14.4 Fallen & Felled's online shop is hosted on Shopify Inc.
14.5 Customer Obligations: A customer must not transmit any worms or viruses or any code of a destructive nature on the Website.
14.6 General Conditions: A customer's content (not including credit card information), may be transferred unencrypted and involve:
14.6.1 transmissions over various networks; and (b)
14.6.2 changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
14.7 Optional Tools:
14.7.1 The Website may provide a customer with access to third-party tools over which Fallen & Falled neither monitor nor have any control nor input.
14.7.2 A customer acknowledges and agrees that Fallen & Felled provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. Fallen & Felled shall have no liability whatsoever arising from or relating to a customer's use of optional third-party tools.
14.7.3 Any use by the customer of optional tools offered through the site is entirely at a customer's own risk and discretion and the customer should ensure that they are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
14.7.4 Fallen & Felled may in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Conditions.
14.8 Third-Party Links:
14.8.1 Certain content, products and services available via the Website may include materials from third-parties.
14.8.2 Third-party links on the Website may direct a customer to third-party websites that are not affiliated with Fallen & Felled. Fallen & Felled are not responsible for examining or evaluating the content or accuracy and Fallen & Felled e do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
14.8.3 Fallen & Felled are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. The customer shall review carefully the third-party's policies and practices and make sure they understand them before engaging in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
14.9 Personal Information: Submission of personal information through the Website is governed by the Privacy Policy (www.fallenandfelled.co.uk/policies/privacy-policy).
14.10 Errors, Inaccuracies and Omissions:
14.10.1 Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. Fallen & Felled reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information is inaccurate at any time without prior notice (including after a customer has submitted an order).
14.10.2 Fallen and Felled are under no obligation to update, amend or clarify information on the Website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Website, should be taken to indicate that all information on the Website has been modified or updated.
14.11 Prohibited Uses: A customer is prohibited from using the Website or its content:
14.11.1 for any unlawful purpose;
14.11.2 to solicit others to perform or participate in any unlawful acts;
14.11.3 to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
14.11.4 to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
14.11.5 to submit false or misleading information;
14.11.6 to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Website or of any related website, other websites, or the Internet;
14.11.7 to collect or track the personal information of others;
14.11.8 to spam, phish, pharm, pretext, spider, crawl, or scrape;
14.11.9 for any obscene or immoral purpose; or
14.11.10 to interfere with or circumvent the security features or any related website, other websites, or the Internet. Fallen & Felled reserve the right to terminate a customer's use of the Website or terminate the Order for violating any of the prohibited uses.
15. ASSIGNMENT
15.1 Fallen & Felled may at any time assign or, transfer any of its rights or obligations under the Contract.
15.2 The Customer may not assign or, transfer, any or all of its rights or obligations under the Contract without the prior written consent of Fallen & Felled.
16. CONFIDENTIALITY
16.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.2.
16.2 Each party may disclose the other party's confidential information as may be required by law.
17. ENTIRE AGREEMENT
17.1 The Contract constitutes the entire agreement between the parties.
18. VARIATION
18.1 No variation of the Contract shall be effective unless it is in writing by the parties.
18.2 Fallen & Felled reserves the right to vary these Conditions at any time.
19. WAIVER
19.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
19.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
20. SEVERANCE
20.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.
21. NOTICES
21.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
21.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
21.1.2 sent by email to the following addresses (or an address substituted in writing by the party to be served):
(a) Fallen & Felled: hello@fallenandfelled.co.uk
(b) Customer: email address as set out in the Order.
21.2 Any notice shall be deemed to have been received:
21.2.1 if delivered by hand, at the time the notice is left at the proper address;
21.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
21.2.3 if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
21.3 This clause 18 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
22. THIRD PARTY RIGHTS
22.1 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
23. JURISDICTION AND GOVERNING LAW
23.1 The Contract, Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales and subject to the exclusive jurisdiction of courts of England and Wales.
24. DATA PROTECTION
24.1 For information as to how Fallen & Felled uses the Customer's personal data, the Customer is referred to Fallen & Felled's Privacy Policy which can be found on Fallen & Felled's website and by the link: Privacy policy (fallenandfelled.co.uk) for more information in this regard.
