Issue 20 - Flipbook - Page 132
JFH HORTICULTURAL SUPPLIES LIMITED • TERMS AND CONDITIONS OF SALE
1.
Interpretation
1.1. Definitions:
1.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open
for business;
2.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance
with clause 11.4;
3.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in
accordance with these Conditions;
4.
Customer: the person or firm who purchases the Goods from the Supplier;
5.
Force Majeure Event: an event or circumstance beyond a party’s reasonable control;
6.
Goods: the goods (or any part of them) set out in the Order;
7.
Order: the Customer’s order for the Goods, as set out either (i) on the “Order Summary” shown on the
“Checkout” page of the Website, (ii) on the Supplier’s sales order confirmation document, (iii) on the
Supplier’s proforma invoice or delivery note or (iv) overleaf, as the case may be;
8.
Supplier: JFH Horticultural Supplies Limited (registered in England and Wales with company number
08758818); and
9.
Website: the Supplier’s website, www.jfhhorticultural.com.
1.2. Interpretation:
(a) 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 legislation made
under that statute or statutory provision, as amended or reenacted.
(b) any phrase introduced by the terms including, include, in particular or any similar expression
shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(c) a reference to writing or written includes faxes and emails.
2.
2.1.
2.2.
2.3.
2.4.
2.5.
3.
3.1.
3.2.
Basis of contract
These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to
impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
The Order constitutes an offer by the Customer to purchase the Goods in accordance with these
Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
The Order shall only be deemed to be accepted by the Supplier when the Supplier either issues its invoice
for the Order, or delivers the Goods, whichever happens first, at which point the Contract shall come into
existence.
Any samples, drawings or advertising produced by the Supplier and any descriptions or illustrations
contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an
approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have
any contractual force.
A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid
for a period of 21 days from its date of issue. Prices given on quotation may be subject to change at the
Supplier’s discretion, particularly if the Supplier incurs cost increases before any final Order is provided.
Goods
The Goods are described in the Supplier’s catalogue, on the Website, or as otherwise provided or described by
the Supplier.
The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory
or regulatory requirements.
4.
4.1.
Delivery
The Supplier shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery note that 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 storage instructions (if any)
and
(b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is
clearly stated on the delivery note. The Customer shall make any such packaging materials available
for collection at such times as the Supplier shall reasonably request. Returns of packaging materials
shall be at the Supplier’s expense.
4.2. Delivery shall take place in one of two ways. Either:
(a) the Supplier (or its duly appointed delivery agent or contractor) shall deliver the Goods to the location
set out in the Order or such other location as the parties may agree (Delivery Location One) at any
time after the Supplier notifies the Customer that the Goods are ready. In this case,
delivery is completed on the completion of unloading of the Goods at Delivery Location One; or
(b) the Customer shall collect the Goods from the Supplier’s premises at 2, Lodge Rd, Sandbach CW11
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. In
this case, delivery is completed on the loading of the Goods at Delivery Location Two.
4.3. The Supplier may charge the Customer for delivery, depending on the Customer’s location and the Order
value. The Supplier’s standard Delivery charges are available from the Supplier on request, or as detailed 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 same
day, if ordered before 12 noon, or on the next working day (Monday to Friday) if the Order is placed 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 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 standard.
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 Majeure Event (for example, without limitation, traffic incidents or weather conditions) or the
Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that
are relevant to the supply of the Goods.
4.6. If the Supplier fails to deliver the Goods, its liability shall, subject to clause 9, be limited to the costs and
expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the
cheapest market available, less the price of the Goods. The Supplier 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 the Supplier with adequate delivery instructions or any other instructions that are relevant
to the supply of the Goods.
job29812 JFH Horticultural A4Brochure_Back Section_PROOF v3.indd 8
4.7.
If the Customer fails to take, or refuses to take or accept, delivery of the Goods within five Business Days of
the Supplier notifying the Customer that the Goods are ready, or of the Customer making payment for
the Goods, then, except where such failure or delay is caused by the Supplier’s failure to comply with
its obligations under the Contract, the Supplier shall either store the Goods until delivery takes place,
and charge the Customer for all related costs and expenses (including delivery, storage and insurance), or if
delivery has still not taken place within 5 Business Days thereafter, the Supplier may at its discretion,
cancel the order, resell, re-stock and/or otherwise dispose of part or all of the Goods and charge the Customer
for all replenishment related costs and expenses. The provisions of clause 8.1 shall apply.
4.8. For deliveries made under clause 4.2(a), delivery shall be deemed to have taken place within 7 days of the
Supplier notifying the Customer that the Goods are ready, or of the Customer making payment for the Goods,
or of the invoice date (whichever happens first). The Customer shall inform the Supplier if a delivery
has not been made within that time period, within 2 days of the end of that time period, so that the Supplier
can chase up the delivery. If the Customer fails to so inform the Supplier within that period, no claim may be
made the Customer for non-delivery.
4.9. The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for in full in advance or
in separate instalments, at the Supplier’s discretion. Any delay in delivery or defect in an instalment shall not
entitle the Customer to cancel any other instalment.
4.10. If the Supplier delivers up to and including 10% more or less than the quantity of Goods ordered the
Customer may not reject them.
4.11. Claims for any damage to the Goods and/or, subject to clause 4.10, shortage of Goods, must be made by the
Customer to the Supplier in writing within 3 days of delivery of the Goods. No claims may be made thereafter.
4.12. Subject to clause 4.10 and 4.11, if the Supplier agrees that any Goods are defective, the Supplier will at its
discretion replace the defective Goods or refund the purchase price of the defective Goods.
Defects in the delivery of any Goods in any given Order shall not entitle the Customer to cancel the remainder
of the Order.
4.13. The Supplier shall not be liable under any circumstances for any defect with the Goods:
(a) if the defect arises because the Customer failed to follow the Supplier’s (or manufacturer’s) oral or
written instructions as to the storage, commissioning, installation, use and maintenance of the Goods
or (if there are none) good trade practice regarding the same;
(b) the Customer alters or repairs the Goods without the prior written consent of the Supplier;
(c) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or
working conditions
5.
5.1.
5.2.
5.3.
5.4.
Quality
All Goods are sold and or supplied by the Supplier upon the terms that no warranty, condition representation
or guarantee as to the quality or condition of the Goods or their fitness for any particular purpose is given by
the Supplier nor is such warranty, condition, representation or guarantee to be implied by statute common
law or otherwise.
The Supplier shall not be responsible for any damage or loss howsoever arising directly, indirectly or
consequentially out of Goods supplied or by reason of any failure of Goods supplied to be suitable for any
purpose or to comply with any specification or formula. Even though samples of Goods may have been
supplied to the Customer, such samples serve to show only the approximate character of those Goods
as a whole. The Supplier accepts no liability for specific characteristics or properties of Goods unless
these have been expressly given.
The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by
law, excluded from the Contract.
These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
6.
6.1.
Title and risk
The risk in the Goods (including for the avoidance of doubt, risk of loss and/or damage to the Goods) shall
pass to the Customer on delivery.
6.2. Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or
cleared funds) for the Goods and any other goods that the Supplier 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.
6.3. Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily
identifiable as the Supplier’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price
from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.2; and
(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.
6.4. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed
in clause 8.2, then, without limiting any other right or remedy the Supplier may have the Supplier may at any
time:
(a) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably
incorporated into another product; and
(b) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where
the Goods are stored in order to recover them.
6.5. Without prejudice to all other rights and remedies which are (or would or might but for this provision be)
available to the Supplier in respect of Goods which become the subject to a contract of sale, the Supplier shall
in the event of sale or disposal to a third party of Goods prior to the passing of the title thereto the Buyer, have
the right to trace the Goods and shall be entitled to proceeds of such sale or disposal.
7.
7.1.
Price and payment
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.
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
out in the Supplier’s published price list in force as at the date of delivery.
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:
(a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes
and duties, and increases in labour, materials, delivery/transportation and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), the delivery location, the quantities or
types of Goods ordered; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier
adequate or accurate information or instructions.
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