TERMS AND CONDITIONS OF SALE
(These terms and conditions apply to the exclusion of any previous terms and conditions)
- The sale and these terms and conditions shall be governed by and be construed in accordance with English law.
- In these terms and conditions, “Woodlark” means Woodlark Nurseries Ltd of Burhill Road, Hersham, Surrey. “Customer” means the company, person or firm with whom Woodlark are contracting the sale of the Goods.
- In these terms and conditions, “Goods” shall mean those goods agreed to be supplied by Woodlark to the Customer.
- All items are offered subject to availability. Confirmation of orders does not constitute guarantee of delivery. When Woodlark have accepted an order, the items referred to will be supplied by Woodlark subject to satisfactory plant growth and to these terms and conditions of sale.
- The placing of an order constitutes acceptance of these terms and conditions.
- New Customers will be requested to complete a credit application and by placing an order, new Customers consent to Woodlark carrying out credit checks.
- The quality and description of Goods shall be as set out in Woodlark’s quotation or acknowledgement of order.
- All samples, drawing, descriptive matter, specifications and advertising issued by Woodlark are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the contract and this is not a sale by sample.
PRICE AND PAYMENT
- Prices quoted in the availability list are ex-Nursery and net of V.A.T., which will be added at the prevailing rates.
- The price payable is the price quoted in the availability list at the date of delivery unless agreed otherwise in writing.
- The invoice price must be paid 30 days, end of month. If not paid within this time, Woodlark reserve the right to charge interest on overdue accounts and the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
- Woodlark reserves the right to withhold deliveries to a Customer who has failed to pay any invoice or part of an invoice within payment terms.
- Goods are supplied as indicated in the availability list and are packed in tray or shelf quantities.
- Unless agreed otherwise in writing, deliveries are made by Woodlark’s own transport within a week of ordering, subject to availability and satisfactory plant growth.
- Whilst every effort will be made to deliver on a date specified by the customer, this cannot be guaranteed.
- In the event that Woodlark are unable to meet an agreed delivery date, Woodlark will notify the Customer as soon as possible of the revised delivery date. All clauses applying to delivery dates shall apply equally to the revised delivery date.
- Deliveries are made on Danish trollies within the C.C. system and the Customer must supply Woodlark with replacement Danish trollies within the C.C. system at the time of delivery.
- In the event that the customer is unable to comply with clause E immediately above, Woodlark shall be entitled to add an additional charge to the invoice to cover the costs incurred as a result of the Customer’s failure to provide an exchange for the Danish trollies within the C.C. System.
- Woodlark shall include the cost of delivery in the invoice to the Customer.
- Responsibility for the Goods shall pass to the Customer when they are delivered or are collected from Woodlark’s premises.
- Ownership of the Goods shall remain with Woodlark until payment of the invoice is received in full.
- Until ownership of the Goods has passed to the Customer, the Customer shall hold the Goods on a fiduciary basis as Woodlark’s bailee;
- Customers should inspect the Goods at the time of delivery, or if collected, at the time of collection. Any complaint about the condition of the Goods, must be made in writing to Woodlark by the Customer upon discovery, and in any event within two working days of delivery. By placing an order the Customer acknowledges that this clause is reasonable.
- Every effort is made to ensure that the Goods leaving Woodlark are true to name, pest and disease free and are of good quality. However, they are supplied without warranty, expressed or implied, as to productivity or resistance to pest of disease. Any losses due to faulty treatment or growing conditions after delivery shall be the sole responsibility of the Customer.
- All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by Section 12 of the Sale of Goods Act 1979) are, to the full extent permitted by law, excluded from this contract.
- The following provisions set out the entire financial liability of Woodlark (including any liability for acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
- any breach of these conditions;
- any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; and
- any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
- Nothing in these conditions excludes or limits the liability of Woodlark:
- for death or personal injury caused by Woodlark’s negligence; or
- under section 2(3), Consumer Protection Act 1987; or
- for any matter which it would be illegal for Woodlark to exclude or attempt to exclude its liability; or
- for fraud or fraudulent misrepresentation.
Subject to B immediately above:
- Woodlark’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the value of the invoice; and
- Woodlark shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
- In the event that Woodlark do accept liability or are found to be liable by a competent authority, they shall, at their ultimate discretion, either provide the Customer with a refund or provide the Customer with Replacement Goods.
- In accordance with “Title D” above, any and all Goods rejected on delivery should be clearly noted on the delivery note, with reasons for the rejection.
- Complaints regarding Goods after delivery should be referred in the first instance to the sales office, telephone number 01932 222746. Drivers will not collect returned Goods without authorisation from Woodlark.
- Goods that are to be returned must be watered as appropriate and kept in a saleable condition.
Woodlark reserves the right to defer the date of delivery or to cancel the contract or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Woodlark including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, extreme weather conditions, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies or adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 60 days, the Customer shall be entitled to give notice in writing to Woodlark to terminate the Contract.