Hillier Nurseries Limited – Wholesale Nursery Supply of Goods and Services: Terms and Conditions (the “Conditions”)
“Company” means Hillier Nurseries Ltd. “Customer” is the person, firm or company or organisation who places an order with Hillier Nurseries Ltd. For the supply of goods and/or services “Goods” means the product and/or services supplied by the Company which are the subject of an order placed by the Customer with the Company this “Agreement” means the contract between the Customer for the supply of services and/or goods incorporating these Terms and Conditions.
2.1 Any utilisation by the Company of any order number or similar reference of the Customer will solely be for the purpose of identification for the convenience of the Customer and is not and will not be intended to imply acceptance of any terms and conditions accompanying such references or in which such reference is embodied.
2.2 The Customer shall be deemed to have accepted the Terms and Conditions herein which shall constitute the whole of the contract between the parties. Unless otherwise agreed in writing these Terms and Conditions shall override and Terms and Conditions stipulated, incorporated or referred to by the Customer whether in the order, or negotiations.
3.1 All orders are accepted subject to the goods being unsold at the time of placing the orders and to subsequent crop shortage or failure howsoever caused.
3.2 No liability is accepted for non-availability of goods.
3.3 Any confirmed order placed by the Customer is subject to the Company’s minimum order requirement of one full Danish Trolley with an average value of £300 per trolley.
3.4 Reserve orders may be placed for call off at a later date subject to each “call-off” complying with the provisions of Clause 3.2 and to the total order being fully taken up by a date agreed by the Company.
4. Prices and Carriage
4.1 All prices quoted either in a company catalogue or by written quotation are carriage paid England, Scotland, Wales, mainland.
4.2 All quoted prices are exclusive of VAT which will be levied in accordance with current legislation applicable at the time of supply (except zero rated items). The Company’s VAT registration number is 382 8084 30.
4.3 The Company reserves the right to alter prices of unsold stock at any time and without notice to reflect significant currency changes, imposed fuel surcharges and unforeseen charges
5.1 All times and dates for delivery are given in good faith but are only approximate. Time shall not be of the essence of the contract and no liability is accepted for any loss or damage resulting from late delivery.
5.2 It is the Customer’s own responsibility to provide a safe area for the delivery of all goods and no liability can be accepted by the Company in connection therewith.
5.3 Where deliveries are made on Container Centralen (CC) trolleys, exchange will be accepted only on genuine RFI labelled/tagged stock within the system.
5.4 The equal quantity of empty CC labelled/tagged trolleys and shelves must be exchanged on the same lorry that has made the delivery and in good condition. Failure to do so may result in a charge.
5.5 Ownership of trolleys, containers and shelves shall in no circumstances pass to the Customer.
6. Pre-pricing and Coding
Should individual plant labels be supplied the Company’s liability is limited to the supply of a replacement correctly priced and coded label if requested and no further or other liability will be accepted in this context; “coded” includes bar codes and all other point of sale codes.
7.1 Customers will be required to pay against proforma invoices for all goods prior to collection or delivery except where account facilities have been previously expressly granted in writing.
7.2 If account facilities are required Customers are required to furnish two satisfactory trade references and the address of their bank. The granting of account facilities is in the absolute discretion of the Company.
7.3 Where account facilities have been granted, unless otherwise agreed by the Company payment of invoices issued by the Company to the Customer shall be strictly net monthly (i.e. by the last day of the month following the month in which the goods were invoiced). In this clause time is of the essence.
7.4 If payment in full is not made in accordance with clause 7.3 the Company will be entitled to interest on the full amount due at a rate per month calculated on a daily basis from the due date (at National Westminster Bank Plc base rate plus 5%) until payment in full (including interest) is made compounded monthly.
7.5 This clause is not intended as an offer of extended credit and action to recover an outstanding debt may be taken at any time after an account is payable.
7.6 The Company reserves the right to withdraw any discounts agreed where the Customer has not complied with the provisions of clause 7.3.
7.7 The Company may withhold delivery of goods to the Customer if awaiting payment of any sum due from the Customer to the Company under any other contract.
8. Damages and complaints
8.1 It is the Customer’s own responsibility to examine goods upon receipt. No complaints relating to defects or shortages apparent upon such inspection will be accepted unless notified within 48 hours from date of delivery and confirmed within five days in writing.
8.2 The Company’s liability for goods supplied is limited to replacement of faulty goods or at the Company’s option a refund of the purchase price and no liability for consequential loss is accepted.
8.3 Compensation for shortfalls in delivery will be limited to the value of goods not delivered and no liability for consequential loss is accepted.
9. Risk and Property
9.1 Risk of damage to or loss of the goods shall pass to the Customer when the goods are delivered to the Customer’s premises.
9.2 Notwithstanding delivery and passing risk in the goods the property in the goods shall not pass to the Customer until the Company has received in cleared funds payment in full of the price for the goods and all other expenses agreed to be paid by the Customer. Until that time the Customer shall hold the goods to the Company’s order save that the Customer shall be entitled to re-sell or use the goods in the ordinary course of business but shall then account to the Company for the proceeds of sale or otherwise and shall keep all proceeds separate from any other monies of the Customer.
9.3 Until such time as the property in the goods passes to the Customer the Company shall be entitled to enter upon any premises of the Customer and repossess the goods.
All packing, freight and other incidentals relating to export are charged at cost and it is the Customer’s responsibility to provide the Company full information regarding import regulations and permits. The Customer hereby indemnifies the Company against any liability, costs, damages or the like for the export of items restricted in the country of delivery. Advance payment may be required for overseas orders. Insurance of the goods is the responsibility of the Customer.
11. Cancellation of Order
Any order placed by the Customer and accepted by the Company may not be cancelled in whole or in part except with the prior agreement in writing of the Company. If agreement is given by the Company, a cancellation surcharge will be made to cover the Company’s actual or anticipated loss. The Company reserves the right to charge the full price of the goods by way of a cancellation charge.
Should the Company be out of stock of any specific size or variety, the nearest size or variety will be supplied unless otherwise instructed.
13. Collection of Orders
The Company will on request arrange for Customers to collect their orders from the Brentry Container Unit, Jermyns Lane, Ampfield, Hampshire, SO51 0QA. Orders to a minimum value of £300.
14. Force Majeure
If the Company are unable to make delivery of goods which are the subject matter of a contract, owing to Act of God or any other cause whatsoever beyond the Company’s control, the contract in respect of any goods undelivered thereunder may be cancelled by the Company by giving notice in writing to the Customer, in which case the Customer shall have no claim against the Company in respect of such goods.
15. Severability of Terms and Conditions
Each of the Terms and Conditions hereof shall be treated as independent and severable and should any of the above Terms and Conditions be or be declared invalid before a Court of competent jurisdiction then such term or condition shall be deemed to be deleted from these Terms and Conditions and the remaining Terms and Conditions shall be treated as being unaffected by such deletion.