Terms & Conditions of Sale
In the unlikely event that goods are delivered wrong or damaged, it is the responsibility to ensure sufficient time is allowed for a replacement to be sent.
In these terms and conditions, the following words shall have the following meanings:
“Buyer” is any person, firm or company to whom the Company supplies Goods or with whom the Company enters into negotiations for the supply of Goods.
“Company” is Woodpecker USA, Inc., a Delaware corporation.
“Goods” means products, articles or things which are supplied by or which are the subject of negotiations for supply by the Company to the Buyer.
All orders are placed under these terms and conditions alone. The Company’s salesmen are not authorized representatives and are not authorized to accept confirm or vary any order nor to make any representation or promise on the Company’s behalf. No variation of these terms and conditions is permitted unless expressly accepted by a Director of the Company in writing. Any quotation is open for a period of 30 days only from the date thereof, provided that the Company has not previously withdrawn it. These terms and conditions exclude any other terms and conditions inconsistent therewith which a Buyer might seek to impose even though such other terms and conditions may be submitted in a later document and/or purport to exclude or supersede any terms or conditions with them or may be contained in any offer acceptance or counter-offer made by the Buyer. All floors supplied by the Company must be fitted in accordance with NWFA Standards and Guidelines.
No cancellation by the Buyer is permitted except where expressly agreed by a Director of the Company in writing. In the event of agreed cancellation by the Buyer, the Buyer will indemnify the Company fully against all expenses incurred up to the time of such cancellation together with by way of a liquidated damage restocking fee of ten percent (10%) of the contract price for the materials which shall be paid by the Buyer to the Company, or deducted from the Buyer’s deposit, upon receipt of Buyer’s cancellation notice.
4. TERMS OF PAYMENT / DEPOSIT
Buyer shall pay 50% of the contract purchase price at the time of order; with the balance due on or before delivery to the job site. The Company reserves the right to charge interest at one percent (1%) per month on all amounts more than twenty (20) days past due.
The Company shall not be liable for any loss, consequential or otherwise, caused by late delivery or by the failure to make Goods ready for collection on the due date. Buyer shall inspect the goods upon receipt for conformity with Buyer’s order. Deviations in quantity between the Goods delivered and Goods ordered representing less than ten percent (10%) by value shall not give the Buyer the right to reject the Goods or to claim damages and the Buyer shall be obliged to accept and pay at the contract rate for the quantity of the Goods delivered.
6. RISK OF LOSS AND THE PASSING OF TITLE IN GOODS
Risk of loss shall pass to the Buyer when the Goods are delivered to the job site. Notwithstanding risk in the Goods passing in accordance herewith, title in the Goods shall not pass to the Buyer until the first of the following to occur: (a) Payment being received by the Company for the Goods and no other amounts then being outstanding from the Buyer to the Company in respect of other Goods supplied by the Company; (b) The Buyer selling the Goods in accordance with the provisions of these terms and conditions in which case title to the Goods shall be deemed to have passed to the Buyer immediately prior to delivery of the Goods to the Buyer’s customers; or (c) the Company waiving its rights under this clause with respect of specified Goods whereupon title to the said Goods shall forthwith vest in the Buyer.
The Buyer is licensed by the Company to use or to agree to sell the Goods delivered to the Buyer subject to the express condition that the entire proceeds of any sale are held in trust for the Company and are not mixed with other money or paid into an overdrawn bank account and shall at all times be identifiable as the Company’s money. Until title to the Goods passes: (w) the Buyer will hold the Goods as fiduciary agent and Bailee for the Company; (x) the Goods shall be kept separate and distinct from all other property of the Buyer and of third parties and in good and substantial repair and condition and be stored in such a way as to be clearly identifiable as belonging to the Company; (y) the Company may at any time revoke the power of sale to the Buyer if the Buyer is in default beyond the 20th of the month following invoice in the payment of any sum whatsoever due to the Company (whether in respect of the Goods or any other Goods or Services supplied at any time by it to the Buyer) if the Company has bona fide doubts as to the solvency of the Buyer; or (z) upon determination of the Buyer’s power of sale, the Buyer shall place any of the Goods in its possession or under its control and unsold at the disposal of the Company and the Company shall be entitled to enter upon any premises of the Buyer for removing such Goods.
The Company shall at all times be entitled to appropriate any payments made by the Buyer in respect of any Goods in settlement of such invoices or accounts in respect of such Goods as the Company may in its absolute discretion think fit notwithstanding any purported appropriation to the contrary by the Buyer.
7. LIEN / UCC FINANCING STATEMENT
The Company shall retain its lien rights in the Goods until final payment is tendered and may secure its interest by filing a UCC financing statement in the county where the customer resides and where the Goods are delivered for installation.
For technical reasons it is not always possible to obtain an exact color match between different production batches which have the same color description. The Company therefore recommends that all products should be of the same batch. The Company will be under no liability whatsoever in respect of any mismatching of tiles and sheet with the same color description where the tiles and sheet are of different batches.
The Buyer is under a duty to inspect the Goods forthwith on delivery. The Company shall be under no liability for any defects or shortages that would be apparent on careful inspection if the terms of this clause are not complied with, and, in any event will be under no liability if a written complaint is not delivered to the Company within seven (7) days of delivery or supply detailing the alleged detect or shortage. In all cases where defects or shortages in respect of Goods are complained of the Company shall be under no liability in respect thereof unless an opportunity to inspect the Goods is given to the Company before any use is made thereof or any alteration or modification is made thereto by the Buyer. The Company shall make good any defect or shortage in the Goods and where appropriate replace any Goods damaged in transit as soon as it is reasonably able to do so, but otherwise shall be under no liability whatsoever or howsoever arising from such defect, shortage or damage.
9. LIMITED WARRANTY
Our warranty has been designed to provide you with complete reassurance about your wood flooring purchase. Our warranty covers: The durability of the floor’s structure; and the quality of finish, including dimensions, joints, and appearance of the floor’s top layer.
How to make a warranty claim:
If you have found a defect or problem with your floor, please initially contact the retailer or contractor from whom you purchased the floor and ask them to send a letter of explanation and a proof of purchase to us at Woodpecker USA, 1436 S. Director St., Seattle, WA 98108 (206) 929-5029. Your claim will be received and assessed by one of the team at Woodpecker USA. A Woodpecker USA agent may ask to view the floor on site in order to confirm your claim. The floor must have been purchased from an authorized Woodpecker dealer and entirely paid for. The purchase of Woodpecker USA hardwood flooring from an unauthorized dealer or via the Internet will automatically void any warranty.
PLEASE KEEP YOUR SALES RECEIPT. INFORMATION REGARDING THE CLAIMED DEFECT AND DATE AND PROOF OF PURCHASE MUST BE PROVIDED.
The Limited Warranty: If your claim is accepted, Woodpecker USA warrants that it will do the following:
In the case of a significant defect or problem with the floor’s structure or quality of the finish, including dimensions, joints, and appearance of the floor’s top layer, Woodpecker USA will recoat, refinish, fill or furnish comparable flooring (of Woodpecker USA’s manufacture and of similar color, pattern, and quality), for either the repair of the defective area or the replacement of the floor, at Woodpecker’s option. In the unlikely event that Woodpecker USA is unable to correct the problem after a reasonable number of attempts, Woodpecker USA will refund the portion of the purchase price for the section of failed flooring. If your floor was professionally installed, Woodpecker USA will also pay reasonable labor costs for the direct repairs or replacement within the first five years of the warranty period, or the length of the warranty period, whichever is less based on the following schedule.
First two years of warranty period: labor reimbursed at 100% of reasonable and customary charges. Three to five years of warranty period: labor reimbursed at 50% of reasonable and customary charges.
This limited warranty does not include the removal or replacement of cabinets, fixtures, retail markups, installation or labor provided by others or supplemental costs, including but not limited to, relocation during the repair process such as hotel, meals, or moving and storage of furniture.
The warranty is given only to the original purchaser of our product. The warranty is not transferable. The warranty is only valid in the state or province in which the flooring was purchased. The warranty is valid for 25 years from the date of purchase. The warranty does not cover conditions arising from the following:
Improper storage, handling or installation of flooring. Squeaking and/or cracking by any cause other than the mis-manufacture of the flooring.
Man-made or natural disasters including, but not limited to, leaking or broken plumbing, fire, flood, earthquake or standing water during or after construction.
Any problems to the wood relating to sub floor moisture emissions or adhesive bond issues.
Any damage to the wood flooring related to excessively humid or excessively dry environmental conditions.
Improper preparation of, or deficiencies in, the subfloor/floor joist assembly including, but not limited to, subfloor material, fasteners, patching or leveling compounds. These situations are considered to be part of the installation inspection process prior to installing the flooring. Do not install flooring if these situations exist.
Insect infestation after shipment from the factory.
Neglect or abuse including, but not limited to, not taking proper precautions to protect furniture legs and feet with felt protectors, dirty or improper casters, moving heavy objects without a dolly and/or protective plywood beneath.
Damage from spiked and/or damaged heels or pet claws.
Dents or scratches in the flooring caused by furniture, appliances, casters, foot traffic or other unusual conditions.
Falling objects which can dent or fracture the flooring and finish.
Moisture infiltration from sidewalks or from any surface other than through the subfloor.
Construction traffic abuse to the surface of the flooring.
Non-factory applied finish (by the owner or installer) including, but not limited to, refinishing, recoating or cleaning and maintenance products.
Normal color variations and natural characteristics of real wood products discovered AFTER the flooring is installed.
The normal wearing of the finish in high traffic areas, pivot points, and seating areas. Gloss reduction is not considered wear through, and therefore is not covered under the finish warranty.
Any damage to the flooring surface due to application of adhesive tape for any reason.
Damage caused by fire, flooding, and other natural disasters and Acts of God.
A product deformity that is not measurable or that is visible only under certain light or from a certain angle is not considered a defect and is therefore not covered by these warranties. Visible defects should be evaluated by their visibility from a standing position in normal lighting.
Natural wood characteristics such as variations in grain, color, mineral streaks, knots, normal differences between color of samples and the color of installed floors, and color variations from board to board.
Natural expansion and contraction resulting in separation between boards or damage caused by low or excessive humidity.
Floors that are installed in other than owner-occupied or tenant-occupied residences.
The wearing of stiletto heels on the flooring.
Commercial installations of residential products.
Construction or installation-related damage.
Floors damaged by subfloor moisture or water damage, including without limitation, damage arising from broken or leaking water pipes, flooding, wet-mopping spills or weather conditions.
Installation defects, including installations made: (i) in violation of applicable state or local housing or building codes; or (ii) contrary to written instructions furnished with the product.
NOTE: YOU AND YOUR INSTALLER ARE RESPONSIBLE FOR INSPECTING FLOORING PRIOR TO INSTALLATION. WOODPECKER USA ACCEPTS NO RESPONSIBILITY FOR LIABILITIES, CLAIMS OR EXPENSES, INCLUDING LABOR COSTS, WHERE FLOORING WITH VISIBLE DEFECTS HAS BEEN INSTALLED.
The foregoing sets forth Woodpecker USA’s sole obligations and liability under the warranty. The warranty is an exclusive remedy and is in lieu of all other express and/or statutory warranties. Woodpecker USA disclaims all warranties not expressly set forth above. None of Woodpecker USA’s installers, retailers, distributors or employees has the authority to alter the obligations, limitations, disclaimers or exclusions under any of Woodpecker’s warranties.
WOODPECKER USA EXCLUDES AND WILL NOT BE LIABLE FOR OR PAY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES UNDER ITS LIMITED WARRANTY.
This includes any loss, expense or damage other than to the flooring itself that may result from a defect in the flooring. This limited warranty constitutes the only express warranty for the product purchased.
TO THE EXTENT PERMITTED BY LAW AND FOR ALL NON-CONSUMER PRODUCT, ALL WARRANTIES OTHER THAN WOODPECKER USA’S LIMITED WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. IF ANY IMPLIED WARRANTY ARISES UNDER STATE LAW, ANY AND ALL IMPLIED WARRANTIES (INCLUDING ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) ARE LIMITED IN DURATION TO THE DURATION OF THIS WRITTEN WARRANTY, TO THE EXTENT ALLOWED BY LAW. SOME JURISDICTIONS MAY NOT ALLOW EXCLUSION OR LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE WARRANTIES GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
10. FORCE MAJEURE
The Company shall not be liable for any failure to deliver the Goods arising from circumstances outside the Company’s control such as act of God, war, riot, explosion, abnormal weather conditions, fire, flood, strikes, lockouts, Government action or regulations (UK or otherwise), delay by suppliers, accidents and shortage of materials, labor or manufacturing facilities. Should the Company be prevented from delivering the Goods or performing the Services in the above circumstances, it shall give the Buyer written notice of this fact as soon as reasonably practicable after discovering it. If the circumstances preventing delivery of the Goods or performing the Services are still continuing three months after the Buyer receives the Company’s notice, then either party may give written notice to the other canceling the contract. If the contract is canceled in this way, the Company will refund any payment which the Buyer has already made on account of the price (subject to deduction of any amount the Company is entitled to claim from the Buyer) but the Company will not be liable to compensate the Buyer for any further loss or damage caused by the failure to deliver the Goods or perform the Services.
11. SALES PROMOTION DOCUMENTATION
The Company takes every precaution in the preparation of its catalog, technical circulars, price lists and its other literature; however, these documents are for the Buyer’s general guidance only and the details contained therein shall not constitute representations by the Company and the Company shall not be bound thereby.
Any notice to be given hereunder shall be in writing and shall be deemed to have been delivered (i) if sent via email upon receipt and confirmation, (ii) upon personal delivery to the Company or customer, as the case may be; (iii) three (3) days after delivery in the US Mail, Certified, return receipt requested, postage prepaid; or (iv) the day following the day that the notice is delivered to an overnight delivery service marked priority next day mail delivery.
13. ADVICE AND WARNINGS
Without prejudice to any of the Company’s rights under these terms or common law or statute the Company shall not be liable for any loss or damage suffered by the Buyer or any third party because of failure to follow any of the Company’s recommendations about the goods.
14. SUITABILITY OF GOODS
If requested in writing to do so, we will use our reasonable best efforts to give sound advice as to the suitability of goods sold by us for a particular use or purpose, but we do not represent or warrant (and nobody has authority to represent or warrant on our behalf) the fitness of any goods for any particular purpose or use, whether such use or purpose is known to us or not or any advice requested regarding installation.
The Buyer shall not assign or purport to assign or transfer the contract or the benefits thereof to any creditor or other person without prior written consent of the Company which may be withheld in the Company’s sole, unconditional discretion.
16. JURISDICTION AND VENUE
The Contract shall be governed by and construed in accordance with Washington State law, notwithstanding any conflicts in law with the state in which a claim may arise. Any claim against the Company arising under this Agreement must be made in King County, Seattle, Washington.
Revision Date: September 2021
Woodpecker Flooring, 1436 South Director St. Seattle, WA 98108
Tel: 206 929-5029 Toll Free: 844 633 6028
Woodpecker Flooring reserves the right to update and amend these terms and conditions without notice.