Issue 20 - Flipbook - Page 133
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; and
(b) excludes the costs and charges of shipping and transport of the Goods, which shall be invoiced to the
Customer, and which the Customer shall additionally be liable to pay, in accordance with clause 4.3.
7.5. The Supplier may invoice the Customer for the Goods on or at any time after the Order is given or made.
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 is of the essence.
7.7. If the Customer fails to make any payment due to the Supplier under the Contract by the due date for
payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum
above Barclays’ base rate from time to time. Such interest shall accrue on a daily basis from the due date
until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay
the interest together with the overdue amount.
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 limiting any other rights or remedies it may have, set off any amount owing to it by
the Customer against any amount payable by the Supplier to the Customer.
8.
8.1.
Cancellation and Termination
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.
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:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is
remediable) fails to remedy that breach within 10 Business Days of that party being notified in writing
to do so;
(b) the Customer takes any step or action in connection with its entering administration, provisional
liquidation or any composition or arrangement with its creditors (other than in relation to a solvent
restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a
solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a
substantial part of its business; or
(d) the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the
Customer’s capability to adequately fulfil its obligations under the Contract has been placed in
jeopardy.
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 of the events listed in clause 8.2(a) to clause 8.2(d), or the Supplier reasonably believes that the Customer
is about to become subject to any of them, or if the Customer fails to pay any amount due under this
Contract on the due date for payment.
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 due date for payment.
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.
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 before the date of termination.
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.
party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement
in this agreement.
11.4. Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or
their authorised representatives).
11.5. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law
shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise
of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent
or restrict the further exercise of that or any other right or remedy. 11.6. Severance. If any provision
or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified
to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible,
the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion
of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of
the Contract.
11.7. Notices.
(a) 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 delivered personally, sent by pre-paid first class post
or other next working day delivery service, commercial courier, or fax or email].
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when
left at the address referred to in clause 11.7(a); if sent by pre-paid first class post or other next working
day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial
courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or
email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in
any legal action.
11.8. Third party rights. No one other than a party to this Contract and its permitted assignees shall have any right to
enforce any of its terms.
11.9. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising
out of or in connection with it or its subject matter or formation, shall be governed by and construed in
accordance with the law of England and Wales.
11.10. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive
jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in
connection with this Contract or its subject matter or formation.
Version control: July 2019
9.
9.1.
Limitation of liability
Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or
subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
9.2. Subject to clause 9.1:
(a) the Supplier shall not in any way be liable for any injury, deleterious effects or consequential loss
resulting from the use of the Goods, or the application of any process treatment or storage of the Goods
after delivery;
(b) the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in
contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any
indirect or consequential loss arising under or in connection with the Contract; and
(c) in respect of any Goods in any given Order, the Supplier’s total liability to the Customer in respect of all
other losses arising under or in connection with the Contract, whether in contract, tort (including
negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price
of those Goods.
10.
Force majeure
Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of
its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of
delay or non-performance continues for 40 Business Days, the party not affected may terminate this Contract
by giving 7 days’ written notice to the affected party.
11. General
11.1. Assignment and other dealings
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other
manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in
any other manner with any or all of its rights or obligations under the Contract without the prior written
consent of the Supplier.
11.2. Confidentiality
No party shall use any other party’s confidential information for any purpose other than to exercise its rights
and perform its obligations under or in connection with this agreement.
11.3. Entire agreement
(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes
all previous agreements, promises, assurances, warranties, representations and understandings
between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance
or warranty (whether made innocently or negligently) that is not set out in this agreement. Each
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