Plants. Great Bardfield
1.1 In these Terms the following definitions apply:
1.2 Headings are for convenience only and do not affect interpretation. References to writing include email. Words in the singular include the plural and vice versa.
2.1 These Terms apply to every Quotation, Order, Contract and supply of Goods or Services unless we expressly agree otherwise in writing.
2.2 These Terms apply only where the Customer is acting wholly or mainly for purposes relating to its trade, business, craft or profession. By placing an Order, the Customer confirms that it is not acting as a consumer.
2.3 These Terms apply to the exclusion of any terms the Customer seeks to impose or incorporate through a purchase order, procurement system, acknowledgment or other document, unless we expressly agree otherwise in writing.
2.4 Any variation to these Terms or a Contract must be agreed in writing by an authorised representative of the Company.
3.1 Plant availability and pricing are based on live nursery stock, supplier information and prevailing costs when the Quotation is prepared.
3.2 Unless stated otherwise, a Quotation remains open for acceptance for 14 days but is subject throughout to stock availability, supplier confirmation and our right to withdraw or revise it before a Contract is formed.
3.3 Availability can change daily and supplier prices, freight charges, import costs and currency exchange rates may change. Final availability and pricing will be confirmed when we accept the Order.
3.4 Unless stated otherwise, prices exclude VAT, delivery, offloading, packaging, pallets, trolleys, import charges and other separately identified costs.
3.5 We may correct an obvious clerical, typographical, specification or pricing error at any time before dispatch. If the correction materially changes the Order, the Customer may cancel the affected Goods unless they are already Special Order Stock and irreversible costs have been incurred.
3.6 We are not obliged to source unavailable Goods. We may propose alternatives, but no substitution will be made without the Customer's agreement.
4.1 An Order is an offer by the Customer to purchase Goods and/or Services in accordance with these Terms.
4.2 No Contract arises until we issue an Order Confirmation, accept payment, order or reserve stock specifically for the Customer, or dispatch the Goods, whichever occurs first.
4.3 By instructing us to proceed, the Customer confirms that it has received or had access to these Terms and agrees to be bound by them.
4.4 The Customer is responsible for checking the botanical names, cultivars, quantities, root or container specifications, dimensions, prices, Delivery Location and all other details before confirming the Order.
4.5 Any quotation for lead time, availability or Delivery Date is an estimate unless we expressly confirm otherwise in writing.
5.1 Plants are living and naturally variable products. Photographs, illustrations, samples, measurements, pot sizes, age descriptions and specimen references are indicative unless expressly confirmed as part of the agreed specification.
5.2 Seasonal appearance, foliage, flowering, colour, habit, density, dimensions and maturity may vary within commercially acceptable tolerances. Deciduous plants may be supplied dormant or without foliage.
5.3 A stated pot or container size describes the container and does not guarantee a particular canopy, root-ball or overall plant dimension unless that dimension is expressly included in the Order Confirmation.
5.4 We may undertake reasonable pruning, tying or preparation where required for plant health, handling or transport.
5.5 Unless we expressly agree in writing to advise on suitability, the Customer is responsible for determining that the Goods are suitable for the intended location, soil, climate, design and use.
6.1 Many Goods are purchased, reserved, grown, allocated or imported specifically for an individual Customer or project. This includes Goods sourced from suppliers in the United Kingdom and overseas.
6.2 Before confirming an Order, the Customer must check the botanical name, cultivar, root or container specification, dimensions, quantity, price, delivery details and intended suitability of the Goods.
6.3 Once we have accepted an Order and committed to purchasing, reserving, importing, growing or allocating Special Order Stock, the Customer has no contractual right to cancel, amend or return those Goods except where they have been supplied incorrectly or are defective at the time risk passes.
6.4 The following do not entitle the Customer to cancel or return Goods:
6.5 A request to amend or cancel Special Order Stock will only be considered at our discretion. We do not guarantee that an Order can be amended or cancelled after instructions have been placed with our supplier.
6.6 Where we agree to an amendment or cancellation, the Customer must reimburse all costs, liabilities and losses reasonably incurred or irrevocably committed, including where applicable:
6.7 Where cancelled Goods can reasonably be resold, we may attempt to resell them but are not obliged to do so within a particular period or at the original selling price. Net proceeds actually received will be credited against sums due after deduction of our reasonable transport, handling, holding, husbandry, administration and resale costs.
6.8 Cancellation, delay or non-acceptance by the Customer does not affect our right to invoice or recover sums already due and any other recoverable loss.
6.9 We may require a deposit or payment in full before purchasing, reserving, importing, growing or allocating Special Order Stock. Advance payments will be applied against the Customer's obligations under the Contract.
7.1 Delivery Dates are given in good faith but are estimates. Time for delivery or collection is not of the essence.
7.2 We may deliver Goods in instalments. Each instalment may be invoiced separately, and delay or defect in one instalment does not entitle the Customer to cancel another instalment.
7.3 The Customer is responsible for providing an accurate Delivery Location, contact details, safe and lawful access, suitable ground conditions and sufficient labour and equipment for prompt unloading.
7.4 Unless expressly agreed otherwise, delivery is to a suitable accessible point adjacent to the delivery vehicle. Our driver is not obliged to move Goods beyond that point or undertake planting or positioning.
7.5 The Customer must notify us in advance of access restrictions, weight limits, narrow entrances, overhead obstructions, soft ground, parking controls or other circumstances that may affect delivery.
7.6 We may charge for waiting time, aborted delivery, redelivery, additional labour, specialist equipment and other costs caused by inadequate access, unloading arrangements, attendance or information.
7.7 A signed delivery note, carrier record or time-stamped photographic record may be treated as evidence of delivery. Failure to sign a delivery note does not by itself establish non-delivery or defect.
7.8 Any returnable pallet, trolley, rack or other transport equipment remains our property and must be kept safe and made available for collection. We may charge for equipment not returned or returned damaged.
8.1 We may hold Goods without charge for up to 14 days after notifying the Customer that they are ready for collection or delivery, unless otherwise agreed.
8.2 After that period, we may charge reasonable Nursery Holding and Husbandry costs at the rate stated in the Order Confirmation or otherwise notified before charges are applied, where reasonably practicable.
8.3 Plants will continue to grow, flower and develop while held. Natural seasonal change and reasonable variation caused by extended holding do not constitute a defect.
8.4 If the Customer delays or refuses collection or delivery, we may invoice the Order, hold the Goods on the Customer's behalf, charge holding and husbandry costs, and recover additional transport, handling and administration costs.
8.5 If Goods remain uncollected or delivery cannot be completed for more than 30 days after notice that they are ready, we may give at least seven days' further written notice and then resell, reallocate or dispose of them. The Customer remains liable for our reasonable losses and costs, less net resale proceeds actually received.
9.1 Risk in the Goods passes to the Customer on completion of delivery or collection.
9.2 Where delivery or collection is delayed by the Customer after the Goods have been made ready, the Customer is responsible for resulting holding, husbandry, handling and redelivery costs and for deterioration caused by the delay, except to the extent caused by our failure to exercise reasonable care.
9.3 Title to the Goods does not pass until we have received in cleared funds all sums due in respect of the Goods and any other sums then due from the Customer.
9.4 Until title passes, the Customer must, so far as reasonably practicable, keep the Goods identifiable as our property, maintain them in satisfactory condition, not pledge or charge them as security, and notify us immediately of any insolvency event or third-party claim affecting them.
9.5 Subject to applicable law, if payment becomes overdue or the Customer becomes insolvent, we may require the return of Goods in which title has not passed and enter premises where they are reasonably believed to be located to recover them, provided we do so lawfully and without causing avoidable damage.
9.6 The Customer may resell Goods in the ordinary course of its business before title passes, but that permission ends automatically when payment becomes overdue or an insolvency event occurs.
10.1 The Customer must inspect the Goods promptly on delivery or collection.
10.2 Visible shortages, transit damage, incorrect items and visible quality concerns must be recorded on the delivery note where reasonably possible and notified to us in writing within 48 hours, with photographs and supporting information where reasonably requested.
10.3 A latent defect not reasonably discoverable on initial inspection must be notified promptly after discovery and before the Goods are materially altered, disposed of or, where reasonably avoidable, planted.
10.4 The Customer must preserve affected Goods and give us a reasonable opportunity to inspect them or review adequate photographs and records.
10.5 Where a valid claim is accepted, we may at our option replace the affected Goods, rectify the shortage, issue a credit or refund the price paid for the affected Goods. This is the Customer's exclusive remedy except for liabilities that cannot lawfully be limited.
11.1 Goods are inspected before dispatch and are intended to be true to name and of satisfactory quality, subject to natural variation and the agreed specification.
11.2 The health and performance of plants after risk passes depend on timely planting, appropriate storage, watering, irrigation, soil, drainage, exposure, weather, maintenance and site suitability.
11.3 Unless expressly agreed as a separate written warranty, we do not guarantee establishment, survival, growth, flowering, fruiting or future performance after risk passes.
11.4 We are not responsible for loss, deterioration or failure resulting from:
12.1 All prices exclude VAT unless stated otherwise. VAT will be charged at the applicable rate.
12.2 For non-credit accounts, payment is due in cleared funds before or on collection or delivery, as specified in the Order Confirmation. We may require advance payment before committing to Special Order Stock.
12.3 Approved credit-account Customers must pay invoices within 30 days of the date of collection or delivery unless otherwise agreed in writing.
12.4 The Customer must pay all sums without deduction, withholding, set-off or counterclaim except where required by law.
12.5 A disputed invoice must be challenged promptly in writing with reasons. Undisputed amounts remain payable by the due date.
12.6 We may withdraw or reduce credit facilities at any time and may require payment before accepting or continuing an Order.
12.7 For late payment, we reserve the right to charge statutory interest, fixed compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.
12.8 We may suspend procurement, reservation, delivery, collection or future Orders while any amount is overdue. Suspension does not relieve the Customer of its payment obligations or liability for committed costs.
12.9 All sums become immediately due if the Customer enters insolvency, ceases or threatens to cease business, or commits a material breach that is not remedied within a reasonable period after notice.
13.1 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of the terms implied by section 12 of the Sale of Goods Act 1979, or any other liability that cannot lawfully be excluded or limited.
13.2 Subject to clause 13.1, we are not liable for any indirect or consequential loss, or for loss of profit, revenue, business, contracts, anticipated savings, goodwill or opportunity.
13.3 Subject to clause 13.1, we are not liable for labour, excavation, removal, disposal, replanting, access, reinstatement or third-party installation costs arising from affected Goods unless we expressly accepted responsibility for those costs in writing before they were incurred.
13.4 Subject to clause 13.1, our total aggregate liability arising out of or in connection with a Contract, whether in contract, tort including negligence, breach of statutory duty or otherwise, will not exceed the net invoice value of the Goods and Services giving rise to the claim.
13.5 Nothing in these Terms limits the Customer's obligation to pay sums properly due under a Contract.
14.1 We are not liable for failure or delay caused by circumstances beyond our reasonable control, including severe weather, flooding, fire, drought, transport disruption, road closure, supplier shortage or failure, import or customs delay, plant-health restriction, government action, industrial action, epidemic, energy interruption or failure of communications.
14.2 Our affected obligations are suspended for the duration of the event. We will take reasonable steps to reduce its effects, keep the Customer reasonably informed and arrange the earliest practical delivery or collection.
14.3 Goods held because of such circumstances will continue to receive reasonable care, and holding and husbandry charges may apply where appropriate.
14.4 If the event continues for more than 60 days, either party may terminate the affected part of the Contract by written notice. Termination does not affect payment for Goods already supplied or costs and liabilities irreversibly committed before termination.
15.1 Each party must keep confidential commercially sensitive information received from the other and use it only for performing or receiving the Contract, except where disclosure is required by law or to professional advisers, employees, suppliers or subcontractors who need the information and are subject to suitable confidentiality obligations.
15.2 We process personal data in accordance with our privacy policy, available on our website.
15.3 Unless expressly transferred in writing, all intellectual property in our quotations, schedules, sourcing information, images, advice and other materials remains ours or our licensors'. The Customer may use such materials only for the project for which they were supplied.
16.1 Entire agreement. The Contract constitutes the entire agreement concerning its subject matter. The Customer acknowledges that it has not relied on a statement or representation not expressly included in the Contract, but this does not limit liability for fraud.
16.2 Assignment. The Customer may not assign, transfer or subcontract its rights or obligations without our written consent. We may assign or subcontract our rights or obligations, provided this does not materially reduce the Customer's contractual rights.
16.3 No waiver. Delay or failure to exercise a right does not waive that right. A waiver is effective only if given in writing.
16.4 Severance. If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary or deleted, and the remaining provisions remain effective.
16.5 Third-party rights. No person other than the Company and the Customer has a right to enforce the Contract under the Contracts (Rights of Third Parties) Act 1999.
16.6 Notices. Formal notices must be in writing and delivered by hand, prepaid first-class post or email to the registered office, principal business address or email address stated in the Order Confirmation. Notices of claims should be sent to Plants. Great Bardfield, Braintree Road, Great Bardfield, CM7 4PZ.
16.7 Changes to Terms. We may amend these Terms from time to time. The version made available to the Customer when the Contract is formed applies to that Contract.
16.8 Governing law and jurisdiction. The Contract and any non-contractual obligations arising from it are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.
17.1 By placing or confirming an Order, the Customer confirms that it has checked the Order details, is acting as a trade customer and accepts these Terms.
17.2 Special Order Stock becomes non-cancellable when we commit the Order to our supplier, reserve or allocate the Goods, or otherwise incur an irreversible commitment on the Customer's behalf.