b'1.Application of Termsof delivery. VAT is not included in the catalogue price except where specifically 1.1. These Conditions are incorporated into all contracts for the sale of plants (thestated and will be charged at the rate prevailing on the date of delivery.Our VAT Goods) by Farplants Sales Ltd (the Company). registration number is 587 7983 52.1.2. In these Conditions you or your will mean the customer placing the order with5.2. Prices are CARRIAGE PAID to England, Scotland and Wales mainland. the Company. 5.3. Any Goods purchased on sale or return basis must be paid for in full to normal 1.3. These Conditions may be amended by the Company at any time.You will beterms. Credits will only be issued for Goods returned by the end of June unless informed of any amendments in writing prior to the effective date of theotherwise agreed in writing by the Company. On all other orders, whether on an amendment.approved credit account or otherwise, payment of the price for the Goods is due1.4. These Conditions shall apply to the exclusion of all other terms and conditions or30 days after the date of the invoice.any inconsistent terms or conditions contained, or referred to, in your purchase5.4. Time for payment shall be of the essence.order, confirmation of order, acceptance of a quotation specification, or implied by5.5. Without prejudice to any other right or remedy that it may have, if you fail to pay law, trade custom, practice or course of dealing.The placing of an order impliesthe Company any sum due pursuant to the Contract on the due date, the acceptance of these Conditions and no variation of these Conditions will beCompany may: accepted unless agreed in writing beforehand by a Director of the Company.5.5.1. charge the interest on such overdue sum from the due date for payment at the 1.5. Each order form sent to the Company constitutes an offer by you to purchase theannual rate of 2% per month, accruing on a daily basis until payment is made, Goods specified in that order form on these Conditions. No order placed by youwhether before or after any judgment; shall be accepted by the Company other than by a written acknowledgement5.5.2. disapply or withdraw any discount to its prices and charge you the full issued and executed by the Company or (if earlier) the Company delivers theundiscounted price for the Goods; Goods to you, when a contract for the supply and purchase of those Goods on5.5.3. suspend all deliveries of Goods to you until payment has been received in full; and these Conditions will be established (the Contract). 5.5.4. cancel any or all existing orders for the Goods.1.6. Any order placed by you is subject to the Companys minimum order requirements of one Danish Trolley.6.Discounts 1.7. All orders are taken subject to the Goods being in stock at the time of your order. 6.1. All discounts are discretionary.All discounts are subject to payment being made in 1.8. You may book bulk orders (Nursery Stock Bulk Orders) and call-off part ordersaccordance with these Conditions.The companys discount system is based on in consignments to cover your years requirements provided that each call-offthe cumulative total sales value net of discount of all plants on all orders invoiced part order is an economic delivery load.Orders booked during a calendar year forin each sales year.Net delivered plants are specifically excluded from discount but delivery the following spring must be delivered and paid for by end of Junethe net sales value on these plants contributes to the total turnover on which following that spring.customers discounts for eligible plants are assessed.(Orders can be reserved and called-off as required.)Discounts may be offered for the 2020 sales year based 2.Descriptionon sales from 1st July 2018 to 30th Jun 2019 .If you qualify for a higher level of 2.1. The quantity and description of the Goods shall be as set out in the Companysdiscount during the course of a sales year you will be eligible for the new discount acknowledgement of your order.level on all deliveries subsequent to the qualification date.DISCOUNTS ARE NOT 2.2. All samples, drawings, descriptive matter, specifications and advertising issued byRETROSPECTIVE. the Company and any descriptions or illustrations contained in the Companys catalogues or brochures are issued or published for the sole purpose of giving an7.Quality approximate idea of the Goods described in them. They shall not form part of the7.1. You acknowledge that the Company cannot exercise control over the Goods Contract and this is not a sale by sample.supplied once they have left the Companys premises and so can give no warranty, express or implied as to quality of the Goods.You shall check the Goods on 3.Deliverydelivery. Any damage or defects in the Goods, shortage or pilferage of the Goods 3.1. Unless otherwise agreed in writing by the Company, delivery of the Goods shallin transit or mislabelling of the Goods discovered by you on inspection should be take place at your place of business.reported to the Company in writing (by fax) within 48 hours of delivery of the 3.2. Any dates specified by the Company for delivery of the Goods are intended to beGoods.Damaged or defective Goods must be retained for inspection by the an estimate and time for delivery shall not be made of the essence by notice. If noCompany.The Company shall consider any such notification and, where your dates are so specified, delivery shall be within a reasonable time.claim is accepted, will provide you with a credit note in the amount of the price of 3.3. Risk in the Goods shall pass to you upon delivery and thereafter the Goods shallsuch Goods at the pro rata Contract rate provided that, if the Company so be at your risk. requests, you shall, at the Companys expense, return the Goods which are 3.4. If the Company delivers a quantity of Goods of up to 5% more or less than thedamaged, defective or mislabelled.quantity ordered, you shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such Goods at the pro8.Limitation of Liability rata Contract rate.8.1. All warranties, conditions and other terms implied by statute or common law (save 3.5. Where you have made a Nursery Stock Bulk Order, the Company may deliver thefor the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the Goods by separate instalments. Each separate instalment shall be invoiced andfullest extent permitted by law, excluded from the Contract. paid for as if each instalment constituted a separate contract. However, no8.2. Nothing in these conditions excludes or limits the liability of the Company: cancellation or termination of any one instalment shall entitle you to repudiate or8.2.1. for death or personal injury caused by the Companys negligence; or cancel any other instalment. 8.2.2. for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or 4.Risk/Title8.2.3. for fraud or fraudulent misrepresentation. 4.1. The Goods are at your risk from the time of actual or proffered delivery. Ownership8.3. Subject to conditions 8.1 and 8.2: of the Goods shall not pass to you until the Company has received in full (in cash8.3.1. the Companys total liability in contract, tort (including negligence or breach of or cleared funds) all sums due to it in respect of:statutory duty), misrepresentation, restitution or otherwise, arising in connection 4.1.1. the Goods; andwith the performance or contemplated performance of the Contract shall be limited 4.1.2. all other sums which are or which become due to the Company from you on anyto the total price of the Goods; and account.8.3.2. the Company shall not be liable to you for loss of profit, loss of business, or 4.2. Until ownership of the Goods has passed to you, you shall:depletion of goodwill in each case whether direct, indirect or consequential; or any 4.2.1. hold the Goods on a fiduciary basis as the Companys bailee;claims for consequential compensation whatsoever (howsoever caused) which 4.2.2. store the Goods (at no cost to the Company) separately from all your other Goodsarise out of or in connection with theContract. or any third partys Goods in such a way that they remain readily identifiable as the8.4. The Company reserves the right to defer the date of delivery or to cancel the Companys property;Contract or reduce the volume of the Goods ordered by you (without liability to 4.2.3. not destroy, deface or obscure any identifying mark or packaging on or relating toyou) if it is prevented from or delayed in the carrying on of its business due to the Goods; andcircumstances beyond the reasonable control of the Company including, without 4.2.4. maintain the Goods in satisfactory condition and keep them insured on thelimitation, acts of God, governmental actions, war or national emergency, acts of Companys behalf for their full price against all risks to the reasonable satisfactionterrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, adverse of the Company. weather, lock-outs, strikes or other labour disputes (whether or not relating to On request you shall produce the policy of insurance to the Company.either partys workforce),4.3. You may resell the Goods before ownership has passed to it solely on the followingor restraints or delays affecting carriers or inability or delay in obtaining suppliesconditions:of adequate or suitable materials, provided that, if the event in question continues 4.3.1. any sale shall be effected in the ordinary course of your business at full marketfor a continuous period in excess of 7 days, you shall be entitled to give notice in value; andwriting to the Company to terminate the Contract. 4.3.2. any such sale shall be a sale of the Companys property on your behalf and you shall deal as principal when making such a sale.9.Termination/suspension 4.4. Your right to possession of the Goods shall terminate immediately if:9.1. The Company shall be entitled to serve notice to suspend and/or terminate the 4.4.1. you are unable to pay your debts within the meaning of the Insolvency Act 1986,Contract with immediate effect in the event that: you make any voluntary arrangement with your creditors or (being an individual)9.1.1. you are unable to pay your debts within the meaning of the Insolvency Act 1986, becomes bankrupt or (being a company) you enter administration, or go intoyou make any voluntary arrangement with your creditors or (being an individual) liquidation, or a moratorium comes into force in respect of your business (withinbecomes bankrupt or (being a company) you enter administration, or go into the meaning of the Insolvency Act 1986) or ceases to trade or carry on business; orliquidation, or a moratorium comes into force in respect of your business (within 4.4.2. you encumbers or in any way charge any of the Goods.the meaning of the Insolvency Act 1986) or ceases to trade or carry on business; or 4.5. The Company shall be entitled to recover payment for the Goods notwithstanding9.1.2. you breach any provision of the Contract or any other contract for Goods (in that ownership of any of the Goods has not passed from the Company. You grantparticular but not limited to the payment terms in condition 5) and, in the case of a the Company, its agents and employees an irrevocable licence at any time breach capable of remedy, fails to remedy the same within 7 days of receipt of a to enter any premises where the Goods are or may be stored in order to inspectwritten notice giving full particulars of the breach and requiring it to be remedied. them, or, where your right to possession has terminated, to recover them.4.6. Where the Company is unable to determine whether any Goods are the Goods in10.General respect of which your right to possession has terminated, you shall be deemed to10.1. The formation and construction of the Contract shall be governed by and have sold all Goods of the kind sold by the Company to you in the order in whichconstrued in accordance with English law and the parties irrevocably agree to they were invoiced to you. submit to the exclusive jurisdiction of the English Courts. 4.7. On termination of the Contract, howsoever caused, the Companys rights10.2. Notices and communications relating to the Contract shall be served either: contained in this condition 4 shall remain in effect. 10.2.1. by post to the designated address of the party concerned; or10.2.2. by fax to the number specified by each party in the order form.5.Price and Payment10.3. Each party may serve notice on the other at any time to specify a new address for 5.1. The Goods will be invoiced at the prevailing prices of the Company as at the dateservice, or a new fax number. 46 Terms & Conditions of Sale 2020'