Terms

The use of this website is subject to the following terms of use:

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• Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Northern Ireland, Scotland and Wales.

1.            Interpretation

1.1         Definitions: 

               Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;

               Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.4;

               Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions;

               Customer: the person or firm who purchases the Goods from the Supplier;

               Force Majeure Event: an event or circumstance beyond a party's reasonable control;

               Goods: the goods (or any part of them) set out in the Order;

               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;

               Supplier: JFH Horticultural Supplies Limited (registered in England and Wales with company number 08758818); and

               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 re-enacted.

(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.            Basis of contract

2.1          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. 

2.2          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.

2.3          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.

2.4          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.

2.5          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. 

3.            Goods

3.1          The Goods are described in the Supplier's catalogue, on the Website, or as otherwise provided or described by the Supplier.

3.2          The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

4.            Delivery

4.1          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.

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.            Quality

5.1          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. 

5.2          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.

5.3          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.

5.4          These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6.            Title and risk

6.1          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.            Price and payment

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.

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. 

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.            Cancellation and Termination 

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. 

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.

9.            Limitation of liability

9.1          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 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.