The Plant Yard Limited Terms and Conditions (issued 2015)

The following terms together with the documents referred to by them set
out the whole agreement for the sale of goods purchased from The Plant
Yard Limited. Please ensure you have read and understand these terms
as you will be bound by them once you order any products. Your attention
is drawn in particular to the provisions of Clause 7. If you do not
understand any term, please contact Us before ordering.
The Plant Yard Limited can be contacted by email to info@the-plantyard.
co.uk. Its registered office address is The Plant Yard Limited, 34/36
Fore Street, Bovey Tracey, Devon TQ13 9AE and its company registration
number is 9536357.
1. Interpretation
In these Terms:
a. "Contract" means any contract between Us and You for the sale and
purchase of the Goods incorporating these Terms; "Order" means your
order for the Goods; "Goods" means the goods (or any part of them) set
out in the Order; "Terms" means these terms and conditions; "We", "Us"
and "our" means The Plant Yard Limited; "Working Day" means every day
of the year except weekends and English bank holidays; and "You" and
"your" means the person, firm or company ordering the Goods subject to
these Terms.
b. A reference to a particular law is a reference to it as it is in force for the
time being taking account of any amendment, extension, application or reenactment
and includes any subordinate legislation for the time being in
force made under it.
c. Words in the singular include the plural and in the plural include the
singular.
2. Basis of Sale
2.1 These Terms apply to the Contract to the exclusion of any other terms
that You seek to impose or incorporate, or which are implied by trade,
custom, practice or course of dealing, subject to any variation under
Clause 2.2.
2.2 Any variation to these Terms and any representations about the Goods
shall have no effect unless expressly agreed in writing and signed by an
authorised employee. You acknowledge that You have not relied on any
statement, promise or representation made or given by or on behalf of Us
which is not set out in the Contract. Nothing in this clause shall exclude or
limit our liability for fraudulent misrepresentation.
2.3 The Order constitutes an offer by You to purchase the Goods in
accordance with these Terms. It is your responsibility to carefully read the
details in the Terms or on the Order and to ensure they are complete and
accurate before You commit yourself to the Contract. If You think that there
is a mistake, please ensure You ask Us to confirm any changes in writing.
2.4 The Order shall only be deemed to be accepted when We issue a
written acceptance of the Order, at which point the Contract shall come
into existence. We are not obliged to supply Goods to You until We have
confirmed acceptance of your Order and this is when the Contract is made.
2.5 Orders can not be amended or withdrawn without our prior written
agreement.
2.6 Any quotation is given on the basis that no Contract shall come into
existence until We dispatch an acknowledgement of the Order to You. Any
quotation is valid for a period of 30 days only from its date, provided that
We have not previously withdrawn it.
2.7 The quantity and description of the Goods shall be as set out in our
quotation or acknowledgement of the Order.
2.8 While We will use reasonable endeavors to verify the accuracy of any
samples, drawings, or advertising We issue, and any descriptions or
illustrations contained in our catalogues or brochures, these are issued or
published solely to provide You with an approximate idea of the Goods
they describe. They do not form part of the Contract or any other contract
between You and Us for the sale of the Goods.
2.9 In the event that we are unable to fulfill an Order placed by you your
sole remedy shall be a refund of any price paid by you.
3. The Goods
3.1 We warrant to You that any Goods purchased from Us are of
satisfactory quality and reasonably fit for all the purposes for which Goods
of the kind are commonly supplied.
3.2 You should inspect your Order as soon as it is delivered. 3.3 We shall
not be liable for a breach of the warranties in Clause 3.1 unless:
a. You give written notice of the defect to Us within 24 hours of receipt of
delivery of the Goods.
b. We are given a reasonable opportunity after receiving the notice of
examining such Goods and You (if asked to do so by Us) return such
Goods to our place of business at your cost for the examination to take
place there.
3.4 You acknowledge that You are responsible for:
a. Ensuring all instructions, notices and warnings provided with the Goods
are properly understood and complied with at all times by all persons using
the Goods or working within close proximity to them;
b. Complying with all applicable regulations and legislation.
3.5 We shall not be liable for a breach of the warranties in Clause 3.1 if:
a. You make any further use of such Goods after giving notice in
accordance with clause 3.3;
b. The defect arises because of your failure to follow our oral or written
instructions as to the storage, and maintenance of the Goods or (if there
are none) good trade practice;
c. The defect arises as a result of Us following any drawing, design or
specification supplied by You;
d. You alter such Goods without the our written consent; or
e. The defect arises as a result of fair wear and tear, wilful damage,
negligence by You or any third party, or abnormal working conditions.
3.6 Subject to Clauses 3.2, 3.3, 3.4 and 3.5, if any of the Goods do not
conform with the warranties in Clause 3.1 please notify Us and We shall
replace such Goods (or the defective part) or refund the price of such
Goods at the pro rata Contract rate provided that, if We so request, You
return the Goods to Us at your expense.
3.7 If We comply with Clause 3.6 We shall have no liability to You in
respect of the Goods' failure to comply with the warranty set out in clause
3.1.
3.8 Except as set out in these Clauses, all warranties, conditions and other
terms implied by statute or common law are, to the fullest extent permitted
by law, excluded from the Contract.
3.9 These Terms apply to any replacement Goods We supply to you.
4. Delivery
4.1 Delivery shall be completed on the Goods' arrival at the location set out
in the Order or such other location as the parties may agree at any time.
4.2 Any dates specified by Us for delivery of the Goods are intended to be
an estimate and time for delivery shall not be made of the essence by
notice. If no dates are so specified, delivery shall be within a reasonable
time.
4.3 Subject to the other provisions of these Terms We shall not be liable
for any direct, indirect or consequential loss (all three of which terms
include, without limitation, pure economic loss, loss of profits, loss of
business, depletion of goodwill and similar loss), costs, damages, charges
or expenses caused directly or indirectly by any delay in the delivery of the
Goods (even if caused by our negligence), nor shall any delay entitle You
to terminate or rescind the Contract unless such delay exceeds 180 days.
4.4 If for any reason You fail to accept delivery of any of the Goods when
they are ready for delivery, or We are unable to deliver the Goods on time
because You have not provided appropriate instructions, documents,
licenses or authorisations:
a. risk in the Goods shall pass to You (including for loss or damage caused
by the our negligence);
b. the Goods shall be deemed to have been delivered; and
c. We may store the Goods until delivery, whereupon You shall be liable
for all related costs and expenses (including, without limitation, storage
and insurance).
4.5 If You have not taken delivery of the Goods within one week of our
notifying You that they are ready, We may, after giving You reasonable
prior notice in writing, resell or otherwise dispose of part or all of the
Goods.
4.6 We may deliver the Goods by separate installments. Each separate
installment shall be invoiced and paid for in accordance with the provisions
of the Contract. Each installment shall be a separate Contract and no
cancellation or termination of any one Contract relating to an installment
shall entitle You to repudiate or cancel any other Contract or installment.
4.7 The quantity of any consignment of Goods as recorded by Us on
dispatch from our place of business shall be conclusive evidence of the
quantity received by You on delivery unless You can provide conclusive
evidence proving the contrary.
4.8 We shall not be liable for any non-delivery of Goods (even if caused by
our negligence) unless You give written notice to Us of the non-delivery
within 7 days of the date when the Goods would in the ordinary course of
events have been received. Our liability for non-delivery of the Goods shall
be limited to replacing the Goods within a reasonable time or issuing a
credit note at the pro rata Contract rate against any invoice raised for such
Goods.
5. Risk and Title
5.1 The Goods will be your responsibility from the time of delivery.
5.2 Ownership of the Goods will only pass to You when We receive in full
payment (in cash or cleared funds) of all sums due for the Goods or any
other products and all other sums which are or which become due to Us on
any account.
5.3 We shall be entitled to recover payment for the Goods notwithstanding
that ownership of any of the Goods has not passed from Us.
5.4 You grant Us, our agents and employees an irrevocable licence at any
time to access and enter any premises where the Goods are or may be
stored in order to inspect them, or, where your right to possession has
terminated, to recover them.
5.5 Where We are unable to determine whether any Goods are the goods
in respect of which your right to possession has terminated, You shall be
deemed to have sold all goods of the kind sold by Us to You in the order in
which they were invoiced to You.
5.6 On termination of the Contract, howsoever caused, our (but not your)
rights contained in this condition shall remain in effect.
6. Price and Payment
6.1 Unless otherwise agreed by Us in writing, the price for the Goods shall
be the price set out in our price list published on the date of delivery or
deemed delivery.
6.2 The price for the Goods shall be exclusive of any value added tax
(VAT) and all costs or charges in relation to packaging, loading, unloading,
carriage and insurance, all of which amounts You shall pay in addition
when you are due to pay for the Goods. If You order Goods from Us for
delivery outside the UK, they may be subject to import duties and taxes
which are levied when the delivery reaches the specified destination. You
will be responsible for payment of any such import duties and taxes.
6.3 VAT is chargeable at the prevailing rate in the UK and at the prevailing
rate on all goods shipped to EC countries unless customers provide their
VAT/tax number on headed paper or an official document. When a user in
an EC country, other than the UK, provides a valid VAT number then the
'Total Exc. VAT' applies.
6.4 It is always possible that, despite our best efforts, some of the Goods
We sell may be incorrectly priced. We will normally check prices as part of
our dispatch procedures so that, where the Goods' correct price is less
than our stated price, We will charge the lower amount when dispatching
the Goods to you. If the Goods' correct price is higher than the price stated
on our website or on our order form, We will normally, at our discretion,
either contact You for instructions before dispatching the Goods, or reject
the Order and tell You. If the pricing error is obvious and unmistakable and
could have reasonably been recognised by You as a mis-pricing, We do
not have to provide the Goods to You at the incorrect (lower) price.
6.5 We may invoice You for the Goods on or at any time after the
completion of delivery. You must pay the invoice in pounds sterling within
the number calendar days of the date as specified on the invoice. Time for
payment shall be of the essence. No payment shall be deemed to have
been received until We have received cleared funds.
6.6 All payments payable to Us under the Contract shall become due
immediately on its termination despite any other provision. You shall not be
entitled to withhold payment of any sums after they become due by reason
of any right of set-off or Counter claim which You may have or allege to
have or for any other reason whatsoever. We may at any time, without
limiting any other rights or remedies it may have, set off any amount owing
to Us by You against any amount payable by the Us to You.
6.7 If You fail to pay Us any sum due pursuant to the Contract We shall
reserve the right to claim interest under the Late Payment of Commercial
Debts (Interest) Act 1998. If your purchase is not connected with a
business, You shall be liable to pay interest to Us on such sum from the
due date for payment at the annual rate of 8% above the base lending rate
from time to time of Barclays Bank plc, accruing on a daily basis until
payment is made, whether before or after any judgment.
7. Limitation of Liability
7.1 Nothing in these Terms shall limit or exclude our liability for: a. death or
personal injury caused by our negligence or that of our servants, agents or
employees; b. fraud or fraudulent misrepresentation;
c. Any matter in respect of which it would be unlawful for Us to exclude or
restrict liability; or
d. Any deliberate breaches of these Terms by Us that would entitle You to
terminate the Contract. 7.2 Subject to Clause 7.1:
a. Our total liability in contract, tort (including negligence or breach of
statutory duty), misrepresentation, restitution or otherwise, arising in
connection with the performance or contemplated performance of the
Contract shall be limited to the purchase price of the Goods; and
b. We shall not be liable to You, whether in contract, tort (including
negligence or breach of statutory duty), or otherwise, for any loss of profit
or indirect or consequential loss whatsoever (howsoever caused) arise out
of or in connection with the Contract including in connection with third party
contractors.
c. You will indemnify Us in respect of any liability, loss, claim or proceeding
whatsoever arising whether under Statute or at Common Law in respect of
any damage to property or the death of or injury to any person caused by
or by the use of any Goods sold by Us to You unless in the cases of death
or personal injury only, such death or injury shall be proved to have been
caused by our negligence or that of our employees.
8. General Conditions
8.1 Events beyond our control. We shall not be liable to You where
performance of any of our obligations to You is prevented, frustrated or
impeded by acts of God, governmental actions, war or national
emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion,
flood, epidemic, lock-outs, strikes or other labour disputes (whether or not
relating to either party's workforce), or restraints or delays affecting carriers
or inability or delay in obtaining supplies of adequate or suitable materials,
or any other cause not within our reasonable control.
8.2 Assignment and subcontracting. The Contract between You and Us is
binding on You and Us and on our respective successors and assigns.
You shall not be entitled to assign the Contract or any part of it without our
prior written consent. We may assign the Contract or any part of it to any
person, firm or company.
8.3 Notices. Any notice (or other communication) given to a party under or
in connection with the Contract shall be in writing, addressed to that party
at its registered office (if it is a company) or its principal place of business
(in any other case) or such other address as that party may have specified
to the other party in writing in accordance with this clause, and shall be
sent by pre-paid first-class post, recorded delivery, commercial courier, fax
or e-mail. Notice will be deemed received and properly served 1 Working
Day after an e-mail or fax is sent or the second Working Day after posting
on after the date of posting of any letter. The provisions of this clause shall
not apply to the service of any proceedings or other documents in any
legal action.
8.4 Severance. If any part of these Terms is found to be unenforceable as a
matter of law, all other parts of these Terms shall not be affected and shall
remain in force.
8.5 Waiver. Failure or delay by Us in enforcing or partially enforcing any
provision of the Contract shall not be construed as a waiver of any of its
rights under the Contract. If We do waive a default by You, that will not
mean that We will automatically waive any subsequent default by you. No
waiver by Us of any of these Terms shall be effective unless We expressly
say that it is a waiver and We tell You so in writing.
8.6 Without prejudice. Each right or remedy of ours under the Contract is
without prejudice to any other right or remedy of Us whether under the
Contract or not.
8.7 Third party rights. A person who is not party to these Terms shall not
have any rights under or in connection with them under the Contracts
(Rights of Third Parties) Act 1999.
8.8 Variation. We have the right to revise and amend these Terms from
time to time. You will be subject to the policies and Terms in force at the
time that You order Goods from us, unless any change to those policies or
these Terms is required to be made by law or governmental authority (in
which case it will apply to orders previously placed by you), or if We notify
You of the change to those policies or these Terms before We dispatch
your Order (in which
case We have the right to assume that You have accepted the change,
unless You notify Us to the contrary within seven Working Days of receipt
by You of the Goods).
8.9 Governing law and jurisdiction. These Terms shall be governed by
English law and We both agree to the non- exclusive jurisdiction of the
English courts.
Signed on behalf of the Customer:
I confirm that I have read and understood, and I accept these Terms and Conditions of
Business
Name of Company or Business: Name of person with authorisation to sign:
Signature: Date:
______________________________________
______________________________________
______________________________________
______________________________________
Commercial Signatories (note: signing below also makes you personally responsible for
payment of charges and expenses and performance of the customer's obligations under
this agreement):
Director ....................................... Dated ...................... PRINT
NAME ..........................................................................................
Director/ Company Secretary ................................. Dated
......................
PRINT NAME
..........................................................................................
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Terms and Conditions prepared for The PlantYard Limited