By purchasing goods from Glendale Horticulture, you enter a legally binding agreement with us on the following terms. These apply to all individual contracts and all quotations and orders are subjected to these terms and conditions.
These terms and conditions supersede any previous terms and conditions previously issued. We retain the right to withdraw these terms and condition without prior notice.
PLEASE READ CAREFULLY.
In these Conditions: -
“Conditions” means the standard terms and conditions of sale set out in this document and (as amended from time to time) include any special terms and conditions agreed in writing between the Company and the Customer.
“Contract” means the Contract for the purchase by the Customer and sale by the Company of the Goods.
“Credit Customer” means a Customer who has a credit account with the Company. Terms for opening an account, subject to status, are available on request. The Company reserves the right to vary or cancel credit facilities at any time without notice.
“Customer” means the person who accepts a quotation from the Company for the sale of the Goods or whose order for the Goods is accepted by the Company.
“Company” means Glendale Horticulture Ltd trading as Coblands Nurseries; Mahood or Merediths Nurseries
“Goods” means the goods that the Company is to supply in accordance with these conditions.
2. BASIS OF SALE
2.1 All Goods supplied by the Company will be to the relevant British Standards. The Company will supply Goods to the National Plant Specification or above.
2.2 The Company shall sell and the Customer shall purchase the Goods subject to these Conditions, which shall govern the Contract to the exclusion of any other terms & conditions proposed by the customer.
2.3 Advice and information shall always be given according to the best of its knowledge and ability without any liability to the Company whatsoever.
2.4 Any typographical clerical or other error or omission in any sales literature, quotation, acceptance of offer invoice or other document or information issued by the Company shall be subject to correction without liability on the part of the Company.
2.5 All new trade Customers are required to supply two trade references and one bank reference in order to open an account. The Customer is required to make payment at the point of delivery on their first order. Subsequent orders by the Customer are subject to confirmation of the credit account and credit limit.
2.6 Customers placing an order with the Company understand that this constitutes an understanding and acceptance of these Conditions as part of the contract of sale. None of the Conditions will be waived or modified unless expressly agreed by the Company in writing.
3. QUOTATIONS AND ORDERS
3.1 All prices quoted, whether verbally or in writing, are for supply of ex-nursery unless otherwise stated in writing at the time of quotation.
3.2 Unless otherwise expressly stated therein a quotation shall not remain open for more than 60 days from the date of the quotation. A quotation may be unconditionally withdrawn at any time.
3.3 The Company accepts orders, subject to the following conditions: -
3.3.1 The Goods being unsold at the date of receipt of the Customer’s written confirmation of purchase.
3.3.2 Availability of Goods means that all orders taken for goods that are still growing in the nursery/field are accepted based on estimations with no guarantee of supply.
3.4 If the Company is unable to fulfil in full or part an order because of any reason set out at Clause 3.2 above and if no substitution is agreed under Clause 4, the Company may cancel the order and shall refund any monies paid by the Customer to the Company. The Company shall have no further liability to the Customer.
3.5 No order, which has been accepted by the Company, may be amended by the Customer except with the agreement in writing of the Company.
3.6 Any order placed by the Customer shall be deemed a firm Contract of sale when the Company issues an order confirmation. This applies whether the Customer submits or does not submit a Customer purchase note.
3.7 Any purchasing terms within the customer’s purchase note are automatically over ruled as stated in clause 2.2 of these Conditions.
3.8 The Company will confirm a delivery date for all reserve orders. The Company will contact the Customer at the time when reserve stock is at its best for delivery. The Company reserves the right to sell all stock which is not immediately taken. These Conditions will apply to all deliveries of reserve orders.
If a variety of Goods is not available for whatever reason, a substitution will be made to the nearest size or variety unless the Customer advises the Company in writing or purchases under the terms of the National Plant Specification.
5.1 The price of the Goods shall be as listed on the Company’s confirmation of order. No variation can take place without prior agreement in writing by the Company.
5.2 The price of Goods is currently quoted exclusive of Value Added Tax.
5.3 The Company reserves the right to alter prices without prior notice.
5.4 Any discounts offered will be rounded up to the nearest penny.
5.5 For orders with small quantities we reserve the right to add a handling charge.
6. OWNERSHIP AND RISK
6.1 Until paid for in full, all Goods supplied by the Company, remain the Company’s property. The Customer undertakes to look after the Goods pending payment and to keep the Company informed of their whereabouts and to make them available for collection in good re-saleable condition in the event of non-payment.
6.2 Risk passes to the Customer on delivery of the Goods.
7.1 A sale to a Customer is confirmed to the Company as an order by a fax, email or in writing.
7.2 Only by agreement between the Customer and the Company exchanged in writing can a cancellation of Goods take place.
7.3 With or without a written notice of Confirmation of Purchase by the Customer to the Company an Acknowledgement of Order by the Company to the Customer shall be binding on the Customer to take and/or pay for the Goods in full.
7.4 The Company reserves the right to charge the Customer for costs associated with an order should the Customer postpone the order within XX days of dispatch or if the Goods are prepared for dispatch. The Company also reserves the right to charge for costs associated with packaging which cannot be re-used.
7.5 The Customer should notify the Company in writing should they wish to cancel their order. Cancellations must be received by the Company in writing four weeks prior to delivery.
7.6 The Company reserves the right to charge 100% of the value of the Customer order on orders cancelled up to 4 weeks prior to delivery.
7.7 The Company reserves the right to charge 30% of the value of the Customer order without need to prove its action.
7.8 Customers who collect Goods late will be subject to a maintenance charge of 5% per week or part week that the collection is delayed.
7.9 Customers who return Goods, which are surplus to requirements, will be subject to a minimum 25% return handling charge.
8. DELIVERY AND COLLECTION
8.1 Delivery is weekly to mainland UK. All deliveries are made on red tagged Danish trolley unless otherwise advised by the Company or requested by the Customer in writing. Minimum order is one Danish trolley.
8.2 Where deliveries are made on red tagged Danish trolleys these must be exchanged on a one-to-one basis at the point of delivery. The Company reserves the right to charge for trolleys and other returnable packing materials not exchanged at the time of delivery and then credit upon subsequent return.
8.3 Delivery of the Goods shall take place when the Company delivers the Goods to the Customer’s address. All delivery is to kerbside. All orders will be delivered to the customer within two weeks of becoming available for dispatch unless otherwise agreed in writing. Exceptions to this are:
8.3.1 if the customer cancels the order in writing in accordance with the restrictions set out in the Cancellations section of these conditions; or
8.3.2 crop availability is affected by seasonal growing conditions (causing necessity for earlier or later delivery); or
8.3.3 crop failures or shortages howsoever caused.
8.4 The Company assumes no liability for any damage to property should the Customer ask us to enter their site or property to unload the Goods.
8.5 Customers are expected to assist with unloading and will be equipped with suitable machinery if the load involves heavy Goods. Our drivers are not expected to unload single-handed without prior written notification from the Customer. An additional charge may be added for any additional time or extra labour single-handed unloading will incur.
8.6 Any dates quoted for collection or deliveries of Goods are approximate only and the Company shall not be liable for the consequences of any delay in the delivery of the Goods howsoever caused. Time of delivery shall not be of the essence. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.
8.7 The Company reserves the right to increase the quoted haulage price should any surcharges from the transporters subsequently be applied. The Company reserves the right to add an additional fuel surcharge should the price of diesel rise above £1.35 per litre.
8.8 Costs of transport and packaging arranged and agreed between the Company and the Customer will be charged and invoiced where possible with the Goods. Prices are inclusive of packing and delivery charges to UK mainland only for orders £1,000 and over (excluding VAT). Orders below this value and to other destinations, packing and delivery is charged at cost.
8.9 If the Customer is of the opinion that there is a shortfall in the agreed quantity at the time of delivery, then the Company must be advised within 72 hours and with every consignment.
8.10 Should any quantity within a delivery be adjudged by the Customer not to meet specification then the Company must be advised within 72 hours and the goods claimed to be defective held in good and re-usable condition. Any delay in advising or disposal of Goods negates any right to claim against the Company.
8.11 Every effort is made to have orders ready for collection. However, the Company reserves the right to ask the customer to collect from a satellite nursery.
8.12 The Company will endeavour to meet Customer requests for deliveries at specific times. The Company does not guarantee these times and accepts no liability if these times are not met.
8.13 The Company reserves the right to charge the Customer for standing time should the Company’s vehicle be kept waiting at site for unloading.
8.14 The Company reserves the right to charge the Customer for standing time should the Customer wish to check their plants at point of delivery.
8.15 It is the responsibility of the Customer to check the accuracy of labels upon receipt of delivery. Errors must be notified to the Company in writing within seven days of delivery. The Company will be liable to replace incorrect labels.
9. FORCE MAJEURE
Should the fulfilment of any contract or order be prevented or delayed by Act of God, action by any Government, blockade, revolution, prohibition of export or import, riot, war, civil commotion, strikes, lockouts, force majeure, failure of crops, breakdown of machinery, power failure, fuel shortage, loss and/or detention at sea/air or any other contingency beyond the Company’s control, the Company will not be responsible for any loss and/or damage occasioned thereby. Should any of the Goods be rendered unfit for delivery by reason of any of the above acts the Contract so far as it relates to those Goods shall be deemed to be cancelled.
10.1 Credit Customers shall pay the price of the Goods within 30 days of the date of the Company’s invoice. All payments are due without deduction or set-off and may not be settled in instalments. All other Customers must pay at time of ordering.
10.2 If the Customer fails to make payment in full on the due date, then without prejudice to any other remedy available to the Company, the Company shall be entitled to charge the Customer interest in accordance with The Late Payment of Commercial Debts Regulations 2013. Compound Interest will be charged on overdue accounts at a rate of 2% per month above the current base rate calculated on the outstanding balance.
10.3 The Company reserves the right to take payment in full as cleared funds prior to delivery/collection for plants and delivery charges with any first time customers.
10.4 The Company reserves the right to request payment in full prior to despatch where it deems necessary.
10.5 Payment can be made by cash, credit or debit card, cheque or BACS. A credit account is available to trade customers only upon satisfactory completion of the Company’s Credit Application Form.
11.1 The Company reserves the right to withhold deliveries until all outstanding payments under any Contract with the Company by the Customer have been received and reserve a lien upon - and the right to sell or otherwise dispose of - all Goods the subject of this Contract whether appropriated to it or not in respect of any such payments.
11.2 The Company reserves the rights to recover in full, from the Customer, any monies which will become due as a result of non-delivery because of non-payment.
12.1 All Goods must be inspected by the Customer on delivery.
12.2 In accordance with these Conditions in general, no claim against the company in respect of an alleged defect will be considered unless the Company is verbally notified by the Customer within two days after the delivery of the Goods. This must then be confirmed in writing by the Customer to the Company within seven days after delivery of the Goods.
12.3 If the Customer fails to give notice, as specified in the Conditions, the Goods shall be deemed to be, in all respects, in accordance with the contract and the Customer shall be bound to accept and pay for the same accordingly.
12.4 In accordance with these Conditions in general, no claim against the Company in respect of plant quality, damage, quantity or do not comply with their description will be considered unless submitted in writing within 7 days of delivery, and supported by written professional proof and evidence.
12.5 Subject as expressly provided in these Conditions and except where the Goods are sold to a person dealing as a consumer, within the meaning of the Unfair Contract Terms Act 1977, all warranties, conditions or other terms implied by the statute or common law are excluded to the fullest extent permitted by law.
12.6 The Company will be allowed reasonable opportunity and facilities to investigate any claims under these Conditions. The Customer shall, if so requested by the Company, promptly return any goods which are subject to a claim plus any packaging materials. These must be securely packed and carriage paid to the company for examination.
12.7 Under no circumstances will the Company consider valid any complaints relating to plants in respect of quality, pests, diseases or any other alleged disorders if such complaints are not fully supported with substantive evidence in writing. In any event no complaints about plants will be considered if any part of the Company’s Terms and Conditions are breached by the Customer.
13. WARRANTIES AND LIABILITIES
13.1 The Company shall not take responsibility for plant welfare and productiveness once delivery has been accepted.
13.2 All care is taken by the Company to supply stock of the highest quality in accordance with the relevant British Standards and handled within C.P.S.E guidelines.
13.3 The Company gives the above warranty subject to the following conditions: -
13.3.1 The Company shall not have any liability whatsoever to the Customer under, or in any way related to, the sale and purchase of the Goods for any further loss or damage of any nature whatsoever, including, without limitation, consequential loss (including loss of profit or use or third party claims). The reason for this limitation of liability is that while the Company has taken all reasonable care to keep the Goods true to type and disease and pest free, plants are living organisms, field-grown or tunnel/glass-grown, and therefore open to the environment, so the Company cannot guarantee that they are totally true-to-type and disease and pest-free. The price of the Goods reflects the limit to the Company's obligations; if a customer wants a supply of plants with a guarantee of these matters, the Company will endeavour to offer plants at a price which allows it to do so.
13.3.6 The Company shall be under no liability under the above warranty, or any other warranty, condition or guarantee if the total price of the Goods has not been paid by the due date for payment.
13.3.7 The Company shall be under no liability under the above warranty or any other warranty condition or guarantee if any inappropriate fertiliser or chemical or cultural treatment is applied to the Plants or to the soil in which the Plants are planted or in store.
13.4 Where the Goods are sold under a consumer transaction, as defined by the Consumer Transactions (Restrictions on Statements) Order 1976, the statutory rights of the Customer are not affected by these conditions.
13.5 Where a valid claim in respect of any Goods which is based on any proven defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with the above condition, the Company shall be entitled to replace all or part of the Goods. The Company shall have no further liability to the Customer.
13.6 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by reason of any representation, any implied warranty condition or other term, any duty at common law or under the express terms of the Contract for any consequential loss or damage. The Company shall not be liable for loss of profit or otherwise, costs expenses or other claims for consequential compensation whatsoever, and whether caused by the negligence of the Company its employees or agents otherwise, which arise out of or in connection with the supply of the Goods or their use or resale by the Customer, except as expressly provided in these conditions.
13.7 Any description of the Goods appearing in the Company’s advertising or in a catalogue or literature produced by the Company is given by the way of identification only and the use of a description shall not constitute a sale by description. In so far as information contained in such advertising catalogue and literature has been compiled from information supplied to the Company and the Company accepts no responsibility for its accuracy.
13.8 The Company bears no liability whatsoever for pesticide residues found in plant material supplied or in any subsequent fruit or spears produced.
13.9 The Company’s liability to pay compensation or damages for any breach, whether through expressed or implied conditions warranty, or term of the contract sale or of any innocent misrepresentation leading to the making of such a Contract shall not exceed the Company’s invoice price of the Goods in question.
14. LICENCES AND CONSENTS
Items that are exclusive to the Company have had, or will have, plant breeders rights applied for.
15.1 If either party to the Contract:
(a) Has a Receiver or Liquidator appointed to any of his property or business undertaking; or
(b) Announces that he is ceasing to Trade (other than for declared legitimate reasons such as retirement, whilst continuing to honour all existing contracts); or
(c) Fails to make a payment as due, suspends payment and/or notifies any of his creditors that he is unable to meet debts or that he is about to suspend payment of his debts; or
(d) Convenes, calls or holds a meeting of creditors; or
(e) Being an individual trader commits an act of bankruptcy and/or is adjudicated bankrupt or makes any composition or scheme of arrangement with his creditors; or
(f) Being a corporate body convenes, calls or holds a meeting for the purpose of going into liquidation (other than for the purpose of reconstruction or amalgamation) by the making of an order or the passing of a resolution for winding-up; or
(g) The other party being a partnership - any of the above events occurs with respect to partnership or to any partner therein, then: - not withstanding any previous arrangement with the other party deferred payments, the full or full remaining price for any Goods delivered by the innocent party shall become immediately due; and - the innocent party shall have the right without prejudice to any other rights and remedies available to him, to cancel and/or suspend or to refuse to accept any further deliveries and/or to terminate the contract at any time after becoming aware of any of circumstances providing that; - when exercising any of the above rights the innocent party informs the other party of his intention to exercise such rights in writing within 28 days after the relevant occurrence.
15.2 Whenever the innocent party exercises any of these rights, the innocent party will not be liable to pay any compensation to the other party.