irrigation catalogue - Flipbook - Page 90
JFH Horticultural Supplies Limited – Terms and Conditions of Sale
from the date of delivery; (d) notify the Supplier immediately if it becomes subject to any of the events
Definitions:
listed in clause 8.1; and (e) give the Supplier such information relating to the Goods as the Supplier may
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open
require from time to time.
for business;
Conditions: the terms and conditions set out in this document as amended from time to time in 6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in
clause 8.1, then, without limiting any other right or remedy the Supplier may have the Supplier may at any
accordance with clause 11.3;
time: (a) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in
incorporated into another product; and (b) if the Customer fails to do so promptly, enter any premises of the
accordance with these Conditions;
Customer or of any third party where the Goods are stored in order to recover them.
Customer: the person or firm who purchases the Goods from the Supplier;
6.5 Without prejudice to all other rights and remedies which are (or would or might but for this provision be)
Force Majeure Event: an event or circumstance beyond a party's reasonable control;
available to the Supplier in respect of Goods which become the subject to a contract of sale, the Supplier shall
Goods: the goods (or any part of them) set out in the Order;
in the event of sale or disposal to a third party of Goods prior to the passing of the title thereto the Buyer, have
Order: the Customer's order for the Goods, as set out either (i) on the “Order Summary” shown on the
the right to trace the Goods and shall be entitled to proceeds of such sale or disposal.
“Checkout” page of the Website, (ii) on the Supplier’s sales order confirmation document, (iii) on the
7.
Price and payment
Supplier’s proforma invoice or delivery note or (iv) overleaf, as the case may be;
Supplier: JFH Horticultural Supplies Limited (registered in England and Wales with company number 7.1 Subject to clauses 2.5, and clauses 7.2 to 7.4 below, any quotations provided by the Supplier shall remain valid
for 21 days from the date they are given or such other period as may be stated in the quotation.
08758818); and
7.2 The price of the Goods shall ultimately be the price set out in the Order, or, if no price is quoted, the price set
Website: the Supplier’s website, www.jfhhorticultural.com.
out in the Supplier's published price list in force as at the date of delivery.
1.2 Interpretation: A reference to a statute or statutory provision is a reference to such statute or provision
as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate 7.3 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods
to reflect any increase in the cost of the Goods that is due to:
legislation made under that statute or statutory provision, as amended or re-enacted. Any phrase
(a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and
introduced by the terms including, include, in particular or any similar expression shall be construed as
duties, and increases in labour, materials, delivery/transportation and other manufacturing costs);
illustrative and shall not limit the sense of the words preceding those terms. A reference to writing or
(b) any request by the Customer to change the delivery date(s), the delivery location, the quantities or types
written includes faxes and emails.
of Goods ordered; or
2.
Basis of contract
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to
adequate or accurate information or instructions.
impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. 7.4 The price of the Goods:(a) excludes amounts in respect of value added tax (VAT), which the Customer shall
additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice;
The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
and (b) excludes the costs and charges of shipping and transport of the Goods, which shall be invoiced to the
2.3 The Order shall only be deemed to be accepted by the Supplier when the Supplier either issues its invoice
Customer, and which the Customer shall additionally be liable to pay, in accordance with clause 4.3.
for the Order, or delivers the Goods, whichever happens first, at which point the Contract shall come into
7.5 The Supplier may invoice the Customer for the Goods on or at any time after the Order is given or made.
existence.
2.4 Any samples, drawings or advertising produced by the Supplier and any descriptions or illustrations 7.6 The Customer shall pay the invoice in full in pounds sterling and in cleared funds within 30 days of the date of
the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time for payment
contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an
is of the essence.
approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any
7.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment,
contractual force.
then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays' base
2.5 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be
rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the
valid for a period of 21 days from its date of issue. Prices given on quotation may be subject to change at
overdue amount, whether before or after judgment. The Customer shall pay the interest together with the
the Supplier’s discretion, particularly if the Supplier incurs cost increases before any final Order is provided.
overdue amount.
3.
Goods
3.1 The Goods are described in the Supplier's catalogue, on the Website, or as otherwise provided or described 7.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction
or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without
by the Supplier.
limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any
3.2 The Supplier reserves the right to amend the specification of the Goods if required by any applicable
amount payable by the Supplier to the Customer.
statutory or regulatory requirements.
8.
Cancellation and Termination
4.
Delivery
4.1 The Supplier shall ensure that: (a) each delivery of the Goods is accompanied by a delivery note that 8.1 The Customer may not cancel an Order once placed. In such cases, the Supplier reserves the right to charge
the Customer in full, for the Order.
shows the date of the Order, the contract number, all relevant Customer and Supplier reference numbers,
the type and quantity of the Goods (including the code number of the Goods, where applicable), special 8.2 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by
giving written notice to the Customer if:
storage instructions (if any) and (b) if the Supplier requires the Customer to return any packaging
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable)
materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any
fails to remedy that breach within 10 Business Days of that party being notified in writing to do so;
such packaging materials available for collection at such times as the Supplier shall reasonably request.
(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation
Returns of packaging materials shall be at the Supplier's expense.
or any composition or arrangement with its creditors (other than in relation to a solvent restructuring),
4.2 Delivery shall take place in one of two ways. Either:
being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent
(a) the Supplier (or its duly appointed delivery agent or contractor) shall deliver the Goods to the location
restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
set out in the Order or such other location as the parties may agree (Delivery Location One) at
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial
any time after the Supplier notifies the Customer that the Goods are ready. In this case, delivery is
part of its business; or
completed on the completion of unloading of the Goods at Delivery Location One; or
(d) the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the
(b) the Customer shall collect the Goods from the Supplier's premises at 2, Lodge Rd, Sandbach CW11
Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
3HP or such other location as may be advised by the Supplier prior to delivery (Delivery Location
Two) within three Business Days of the Supplier notifying the Customer that the Goods are ready. 8.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the
Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any
In this case, delivery is completed on the loading of the Goods at Delivery Location Two.
of the events listed in clause 8.2(a) to clause 8.2(d), or the Supplier reasonably believes that the Customer is
4.3 The Supplier may charge the Customer for delivery, depending on the Customer’s location and the Order
about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on
value. The Supplier’s standard Delivery charges are available from the Supplier on request, or as detailed
the due date for payment.
at https://www.jfhhorticultural.com/shipping.
4.4 For deliveries made under clause 4.2(a), the Supplier shall endeavour to ship or transport all Orders the 8.4 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by
giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the
same day, if ordered before 12 noon, or on the next working day (Monday to Friday) if the Order is placed
due date for payment.
after 12 noon. Subject to clause 4.5 below, parcel deliveries to mainland UK, are all shipped or transported
on a next day service, and pallet deliveries to mainland UK are all shipped or transported on a two to 8.5 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the
Supplier's outstanding unpaid invoices and interest.
three-day service as standard. Subject to clause 4.5 below, any deliveries to the Isle of Man, the Channel
Islands, the Scottish Highlands and/or the Republic of Ireland are on a minimum three-day service as 8.6 Termination of the Contract 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 this Contract that existed at or
standard.
before the date of termination.
4.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The
Supplier shall not be liable for any delay in delivery of the Goods that is caused wholly or partly by a Force 8.7 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on
or after termination shall remain in full force and effect.
Majeure Event (for example, without limitation, traffic incidents or weather conditions) or the Customer's
Limitation of liability
failure to provide the Supplier with adequate delivery instructions or any other instructions that are 9.
relevant to the supply of the Goods.
9.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for: (a) death or personal injury caused
4.6 If the Supplier fails to deliver the Goods, its liability shall, subject to clause 9, be limited to the costs and
by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); (b) fraud or
expenses incurred by the Customer in obtaining replacement goods of similar description and quality in
fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any
(d) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the 9.2 Subject to clause 9.1:
Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions
(a) the Supplier shall not in any way be liable for any injury, deleterious effects or consequential loss resulting
that are relevant to the supply of the Goods.
from the use of the Goods, or the application of any process treatment or storage of the Goods after
4.7 If the Customer fails to take, or refuses to take or accept, delivery of the Goods within five Business Days
delivery;
of the Supplier notifying the Customer that the Goods are ready, or of the Customer making payment for
(b) the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort
the Goods, then, except where such failure or delay is caused by the Supplier's failure to comply with its
(including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or
obligations under the Contract, the Supplier shall either store the Goods until delivery takes place, and
consequential loss arising under or in connection with the Contract; and
charge the Customer for all related costs and expenses (including delivery, storage and insurance), or if
(c) in respect of any Goods in any given Order, the Supplier's total liability to the Customer in respect of all
delivery has still not taken place within 5 Business Days thereafter, the Supplier may at its discretion,
other losses arising under or in connection with the Contract, whether in contract, tort (including
cancel the order, resell, re-stock and/or otherwise dispose of part or all of the Goods and charge the
negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price
Customer for all replenishment related costs and expenses. The provisions of clause 8.1 shall apply.
of those Goods.
4.8 For deliveries made under clause 4.2(a), delivery shall be deemed to have taken place within 7 days of 10. Force majeure
the Supplier notifying the Customer that the Goods are ready, or of the Customer making payment for the
Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of
Goods, or of the invoice date (whichever happens first). The Customer shall inform the Supplier if a delivery
its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of
has not been made within that time period, within 2 days of the end of that time period, so that the
delay or non-performance continues for 40 Business Days, the party not affected may terminate this Contract
Supplier can chase up the delivery. If the Customer fails to so inform the Supplier within that period, no
by giving 7 days' written notice to the affected party.
claim may be made the Customer for non-delivery.
11. Assignment and other dealings
4.9 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for in full in advance
The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with
or in separate instalments, at the Supplier’s discretion. Any delay in delivery or defect in an instalment
all or any of its rights or obligations under the Contract. The Customer may not assign, transfer, mortgage,
shall not entitle the Customer to cancel any other instalment.
charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations
4.10 If the Supplier delivers up to and including 10% more or less than the quantity of Goods ordered the
under the Contract without the prior written consent of the Supplier.
Customer may not reject them.
11.1 Confidentiality
4.11 Claims for any damage to the Goods and/or, subject to clause 4.10, shortage of Goods, must be made by
No party shall use any other party's confidential information for any purpose other than to exercise its rights
the Customer to the Supplier in writing within 3 days of delivery of the Goods. No claims may be made
and perform its obligations under or in connection with this agreement.
thereafter.
11.2 Entire agreement This Contract constitutes the entire agreement between the parties and supersedes and
4.12 Subject to clause 4.10 and 4.11, if the Supplier agrees that any Goods are defective, the Supplier will at
extinguishes all previous agreements, promises, assurances, warranties, representations and understandings
its discretion replace the defective Goods or refund the purchase price of the defective Goods. Defects in
between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no
the delivery of any Goods in any given Order shall not entitle the Customer to cancel the remainder of the
remedies in respect of any statement, representation, assurance or warranty (whether made innocently or
Order.
negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or
The Supplier shall not be liable under any circumstances for any defect with the Goods: (a) if the defect
negligent misrepresentation based on any statement in this agreement.
arises because the Customer failed to follow the Supplier's (or manufacturer’s) oral or written instructions 11.3 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or
as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none)
their authorised representatives).
good trade practice regarding the same; (b) the Customer alters or repairs the Goods without the prior 11.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law
written consent of the Supplier; or (c) the defect arises as a result of fair wear and tear, wilful damage,
shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise
negligence, or abnormal storage or working conditions.
of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict
5.
Quality
the further exercise of that or any other right or remedy.
5.1 All Goods are sold and or supplied by the Supplier upon the terms that no warranty, condition 11.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it
representation or guarantee as to the quality or condition of the Goods or their fitness for any particular
shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such
purpose is given by the Supplier nor is such warranty, condition, representation or guarantee to be implied
modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification
by statute common law or otherwise.
to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of
5.2 The Supplier shall not be responsible for any damage or loss howsoever arising directly, indirectly or
the rest of the Contract.
consequentially out of Goods supplied or by reason of any failure of Goods supplied to be suitable for any 11.6 Notices.
purpose or to comply with any specification or formula. Even though samples of Goods may have been
Any notice or other communication given to a party under or in connection with the Contract shall be in writing,
supplied to the Customer, such samples serve to show only the approximate character of those Goods as
addressed to that party at its registered office (if it is a company) or its principal place of business (in any other
a whole. The Supplier accepts no liability for specific characteristics or properties of Goods unless these
case) or such other address as that party may have specified to the other party in writing in accordance with
have been expressly given.
this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery
5.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted
service, commercial courier, or fax or email. A notice or other communication shall be deemed to have been
by law, excluded from the Contract.
received: if delivered personally, when left at the address referred to in this clause; if sent by pre-paid first class
5.4 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered
6.
Title and risk
by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by
6.1 The risk in the Goods (including for the avoidance of doubt, risk of loss and/or damage to the Goods) shall
fax or email, one Business Day after transmission. The provisions of this clause shall not apply to the service of
pass to the Customer on delivery.
any proceedings or other documents in any legal action.
6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or 11.7 Third party rights. No one other than a party to this Contract and its permitted assignees shall have any right
cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect
to enforce any of its terms.
of which payment has become due, in which case title to the Goods shall pass at the time of payment of 11.8 Governing law and Jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes
all such sums.
or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and
6.3 Until title to the Goods has passed to the Customer, the Customer shall: (a) store the Goods separately
construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of
from all other goods held by the Customer so that they remain readily identifiable as the Supplier's
England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual
property;(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price
1.1
