1 DEFINITIONS
In these conditions. 'the Company' means Growing Success Organics
Limited.
'the Customer' means the person, partnership, company or other body
with whom the Company contracts.
'Services' means the Services (whether relating to installation or
servicing the goods or otherwise) rendered by the Company to the
Customer pursuant to the Contract.
'Goods' mean Goods supplied or to be supplied by the Company pursuant
to the Contract (as hereafter defined) including Goods supplied or
to be supplied in connection with the rendering of Services.
'Special Goods' means goods made or adapted specifically to the Customer's
designs and specifications.
2 CONTRACTS
(a)Any quotation or estimate given by the Company in respect of
any of its Goods or Services is an invitation to the customer
to make an offer only and no order of the Customer placed with
the Company in pursuance of a quotation or estimate or otherwise
shall be binding on the Company unless and until it is accepted
by the Company.
(b)Any Contract howsoever made between the Company and the Customer
('the Contract') shall incorporate and be subject to these conditions
and receipt of Goods or Services by the Customer shall be deemed
to be conclusive proof that the Company has accepted the Conditions
in the absence of any express or other implied acceptance of these
Conditions by the Customer
(c)The Customer accepts that these conditions shall govern relations
between the Company and the Customer to the exclusion of any other
terms and conditions and warranties whether written or oral, express
or implied even if contained in any of the customer's documents
which purport to provide that the Customer's own terms and conditions
shall prevail. No employee of the Company (other than the Secretary
or a Director) is authorised to make, and the Customer hereby acknowledges
that it is not relied on any statement, warrant or representation
as to the use, functioning or state of the Goods, No variation
or qualification of these conditions shall be valid unless made
in writing by the Secretary or a Director of the Company.
In no circumstances will the Company be responsible for loss of
profits, incidental expenses or any consequential loss attributable
to defects in material or delay in or non-delivery.
The Company shall not be liable in any way for failure or delay
in delivery of goods if caused by circumstances beyond the Company's
control.
3 TITLE
(a)Notwithstanding delivery of and the passing of risk in the Goods
to the Customer until the price of the Goods comprised in the
Contract shall have been paid in full:
(i)The title to and property in the goods shall remain vested in
the Company. (ii) Until such time as the property in the Goods
passes to the Customer, the Company shall be entitled at any time
to require the Customer to deliver up the Goods to the Company
and, if the Customer fails to do so forthwith, to enter upon any
premises of the Customer or any third party where the Goods are
stored (without prior notice) and repossess the Goods and for that
purpose the Customer hereby authorises and licences the Company,
its officers. employees and agents to enter up any land or building
upon which the Goods are situated to recover those goods.
(iii)The Customer shall store the Goods for the Company in a proper
manner without charge to the Company and ensure that they are clearly
identified as belonging to the Company. The Company shall without
prejudice to sub-paragraph (ii) above be entitled to examine the
Goods in storage at any time during normal business hours and upon
giving the Customer reasonable notice thereof.
(iv)Nothing in this Condition shall entitle the Customer to return
the goods and/or materials or to delay payment thereof.
(v)The rights and remedies conferred upon the Company by this Condition
3 are in addition to and shall not in any way prejudice limit or
restrict any other rights or remedies of the Company under the
Contract. (vi) Until such time as the property in the Goods passes
to the Customer, the Customer shall entitled to resell or use the
Goods in the ordinary course of its business, but shall have a
fiduciary duty to the Company to account for the proceeds of sale
or otherwise of the Goods.
4 SAMPLES
Notwithstanding that the Company may have supplied the Customer
with a Sample of goods prior to the date of the Contract, no
sale of Goods by the Company pursuant to any Contract shall be
considered as a sale by sample.
5 SPECIAL GOODS
(a)The Company reserves the right to supply 10 percent more or
less than the exact quantity of Special Goods ordered such overs
and shortages to be charged for or deducted pro rata.
(b)The Company shall be entitled to reject any design or materials
supplied or specified by the Customer which the Company in its
judgement considers unsuitable. Additional costs incurred by the
Company if such materials are judged to be unsuitable will be charged
to the Customer (c)The Company accepts no responsibility for the
accuracy or suitability of patterns, designs, tools. drawings,
particulars or specifications relating to Special Goods which shall
be supplied by the Customer and the Company shall be entitled to
accept the same as being without defect. The Company shall have
no responsibility for the quality or fitness of Special Goods for
any particular purpose whether or not such purpose is made known
to the Company and the conditions implied by Section 13 to I S
inclusive of the Sale of Goods Act 1979 and by Sections 3 to 5
inclusive, 7 to 10 inclusive and 13 to 15 inclusive of the Supply
of Goods and Services Act 1982 shall be excluded. The Customer
undertakes to indemnify the Company and to keep the Company fully
and effectually indemnified from and against all actions, proceedings,
claims, costs, loss, damage or expense whatsoever whether arising
in contract or in tort which the Company may suffer or incur as
a result of any defect in the Special Goods whether due to quality,
design, fitness for purpose or in any way whatsoever unless the
same is due directly to the negligence of the Company, its servants
or agents. (d)The Customer represents and warrants to the Company
that neither the Special Goods nor the manufacture thereof by the
Company will infringe any patent, copyright, registered design
or any other proprietary right of any third party and the Customer
further undertakes to indemnify the Company and keep the Company
fully and effectually indemnified from the and against all actions,
proceedings, claims, costs. loss, damage or expense whatsoever
in respect of any infringement by the Company of any patent, copyright,
design, trademark or any other proprietary right which the Company
may suffer or incur in connection with the execution and performance
of the Contract and such indemnity shall extend to any amount paid
by the Company (upon legal advice) in settlement of any claim out
of Court.
6 DELIVERY AND RISK
(a)Though the Company will use all reasonable endeavours to comply
with any date or dates for despatch or delivery of the Goods
and for rendering or completion of Services (as the case may
be) as stated in the Contract or communicated to the Customer,
unless the Contract otherwise expressly provides, such date or
dates shall constitute only statements of intention and shall
not be binding and accordingly any failure by the Company to
despatch the Goods or render or complete Services by such date
or dates shall not be a breach of repudiation of the Contract
and the Company shall not be liable for any loss or damage of
whatsoever kind suffered by the Customer us a result of such
failure. Time for delivery shall not be of the essence.
(b)lf no time for delivery is specified in the Contract, the Customer
shall be bound to accept the Goods when the same are ready for
delivery by the Company but the Company shall be under no obligation
to deliver the same until the expiry of a reasonable time from
the date of the Contract. (c)When expedited delivery or completion
is agreed to by the Company and it necessitates overtime or other
additional costs the Customer shall reimburse the Company for the
amount of such overtime payment and other costs.
(d)When the price of the Goods includes carnage within the UK delivery
shall be deemed to occur when the Goods arrive at the Customer's
place of business or at the destination specified in the delivery
instructions. Where in accordance with the Contract the price of
the Goods does not include carriage or if no place for delivery
is specified or agreed delivery shall take place at the Company's
works immediately prior to loading by the carrier for despatch
to the Customer, and unless otherwise agreed in writing the Company
shall on behalf of the Customer and at the Customer's expense arrange
for the carriage of the Goods and the carrier selected by the Company
shall be the agent of the Customer. Delivery to the carrier will
by virtue of Section 32 of Sale of Goods Act 1979 constitute delivery
to the Customer Where the Customer is to collect the Goods from
the Company's works delivery shall be deemed to occur 14 days from
the date of notice from the Company that the Goods are ready for
collection or upon collection, whichever is the earlier. (e)It
the Customer refuses to take delivery of the Goods the Company
may charge for return transport. Any failure by the Customer to
take delivery of the Goods or allow the Company to render or complete
Services shall not relieve the Customer of his obligation to pay
the Contract price in respect thereof.
(f)Where damage to or loss of the Goods occurs before the delivery
thereof to the Customer the Company undertakes (subject as provided
below) to replace or (at its discretion) to repair free of charge
any Goods so damaged or lost. The foregoing undertaking of the
Company is conditional upon:
(i)the customer giving written notice of such damage or loss with
reasonable particulars thereof to the Company and to the carrier
within three days of receipt of the Goods or in the case of total
loss within ten days of receipt of the Company's invoice or the
carrier's delivery advice or other notification', and
(ii)the Customer allowing the Company facilities to inspect any
damaged Goods and if requested by the Company, and at the Company's
expense, returning any damaged Goods to the Company's works within
five days of receipt of such request.
(g)Save as expressly provided in this Condition, the Company shall
not have any liability whatsoever for or in connection with any
damage to or loss of the Goods in transit to the contracted place
of delivery.
(h)The risk in respect of all Goods shall pass to the Customer
at the time of delivery.
(i) Goods are not sold by the Company to the Customer on any of
the following reasons/basis and the Customer is not entitled to
return Goods to the Company on any of the following reasons/basis:
'sale or return'; 'discontinued stock' or 'stock cleansing'. (j)
Where the Goods are to be delivered in instalments, delivery of
each instalment shall constitute a separate contract and failure
by the Company to deliver any one or more instalments in accordance
with these Conditions or any claim by the Customer in respect of
any one or more instalments shall not entitle the Customer to treat
the Contract as a whole as repudiated. (k) If the Company fails
to deliver the Goods (or any instalment) for any reason other than
any cause beyond the Company's reasonable control or the Customer's
fault, and if the Company is accordingly (and mutually agreed in
writing prior to the commencement of the Contract) liable to the
Customer, the Company's liability shall be limited to the excess,
if any, of the price payable by the Customer (in the cheapest available
market) for similar goods to replace those not delivered over the
price of the Goods. (I) If the Customer fails to take delivery
of the Goods or fails to give the Company adequate delivery instructions
at the time stated for delivery (otherwise than by reason of any
cause beyond the Customer's reasonable control or by reason of
the Company's fault) then, without prejudice to any other right
or remedy the Company may: (a) store the Goods until actual delivery
and charge the Customer for the reasonable cost of storage, including
insurance; (b) after the expiration of 3 months from the Delivery
Date dispose of the Goods in such manner as the Company may determine.
7 PAYMENT
(a)Subject to any special terms agreed in writing between the Company
and the Customer, the Company shall be entitled to invoice the
Customer for the price of the Goods and/or Services on or at
any time after delivery of the Goods or completion of the Services
unless the goods are to be collected by the customer or the Customer
wrongfully fails to take delivery of the Goods, in which event
the Company shall be entitled to invoice the Customer for the
price of the Goods at any time after the Company has notified
the Customer that the Goods are ready for collection or as the
case may be the Company has tendered delivery of the Goods. (b)lf
the Contract provides for delivery by instalments, each instalment
shall constitute a separate contract in respect of which invoices
may be rendered. Payment in full shall be due in respect of each
instalment in accordance with the terms of clause 7(c).
(c)Time for payment shall be of the essence. The customer shall
pay the price of the Goods and/or Services at the absolute latest
by the due date stated on the Company's invoice. If the Customer
fails to make payment by the due date the Company shall, without
prejudice to any other right or remedy available to it be entitled
to:
(i)Cancel the contract
(ii)Suspend delivery of any outstanding Goods or any further instalments
due under the Contract
(iii)Suspend completion of any outstanding orders/Services; and
(iv) The foregoing conditions are without prejudice to the Company's
right to claim interest under the Late Payment of Commercial Debts
(Interest) Act or any legislation amending, consolidating or replacing
that statute, for which purpose the agreed credit period for payment
by the Customer shall be 30 days from the date of the invoice submitted
by the Company to the Customer in relation to the Goods.
(d)Unless otherwise agreed in writing the Customer shall not be
entitled to set off against any monies due to the Company under
the Contract any amount claimed by or due to the customer from
the company whether pursuant to the Contract or on any other account
whatsoever.
8
STORAGE
In the event of the Customer:
(i) notifying the Company of its inability to accept delivery of
any Goods, or (ii)failing to give adequate delivery instructions
when required to do so, or failing to collect Goods sold ex-works,
or
(iii)requesting postponement of delivery which is agreed to by
the Company; the Goods will be stored at the sole risk and expense
of the Customer as from the time of the relevant notification,
failure or agreement and the Company shall make a reasonable charge
for storage thereof provided that the Customer fails to accept
delivery of the Goods or any part thereof within three months of
written notification from the Company that the Goods are ready
for collection or delivery the Company shall be entitled (without
prejudice) to its other remedies under the Contract to sell or
at its option destroy the Goods and to apply the proceeds of sale
thereof if sold towards proceeds of all sums due to the Company
under the Contract.
9
TRADEMARKS AND TRADENAMES
The sale by the Company of any Goods under any of the Company's
trademarks or names (whether registered or not) shall not confer
upon the Customer any right or licence to use or apply such trademark
or tradename to any product manufactured or produced by or on
behalf of the Customer from incorporating such Goods.
10
FORCE MAJEURE
The Company shall not be in any way liable for any loss, damage
or delay occurring by reason of or in consequence of any Force
Majeure or other matter or event beyond the Company's control
including but not limited to labour trouble (whether or not
involving employees
of the Company) shortage of fuel, raw material and other supplies,
civil commotion, governmental restrictions or regulations,
fire and natural catastrophes. In such circumstances performance
of
the Contract shall by written notice be suspended and if such
suspension continues for longer than 90 days either party shall
have the option
to terminate the Contract without liability for any loss caused
to the other at such termination except that where Goods have
been specially obtained for the Customer and in the Company's
reasonable
opinion there is no readily available market for them the Company
shall be entitled to charge the Customer for the costs and
expenses incurred in respect of those goods. The Customer shall
pay at
the Contract rate for all goods delivered and Services rendered
up
to and including the date of such suspension or termination.
11
COPYRIGHT
Artwork, Blocks and Rubbers will remain the property of the
Company unless supplied free of change by the Customer or
invoiced in
full to the Customer.
The copyright in any design or layout produced by the Company
agents acting on their behalf will remain the property of
the Company.
12
SPECIFICATIONS
(a)Unless otherwise expressly stated, the Company does not
guarantee that the illustrations weights and dimensions
specified in the
Company's catalogues or in any relevant drawings or documents
supplied by the Company will in all cases be identical
with the Goods or
in their specifications that may be made from time to time.
The Company will use reasonable endeavours to notify the
Customer of any material alterations to any standard specifications
relating
to the Goods but the Company reserves the right to any
time without notice to make alterations to the Goods. (b)If
the
Company expressly
guarantees the accuracy of any performance figures or statements
then in the event of the Goods after commissioning (if
appropriate) failing to achieve and to comply with the same
the Company
shall thereafter be entitled to a reasonable period and
to reasonable
facilities to enable it to bring the Goods up to the guaranteed
standard of performance and the time for delivery (but
without prejudice to Condition 6) of the Goods shall be extended
for
such
reasonable period.
13
CUSTOMER'S DEFAULT
(a)The Company shall have the right forthwith to terminate
the Contract or at its option to suspend further deliveries
of Goods
or the rendering or completion of Services hereunder
upon the occurrence of any of the following:
(i)lf the Customer commits or threatened to commit a
breach of any of the Conditions contained herein or any
other
of its obligations
to the Company. (ii)If any debt due by the Customer to
the Company is not paid on its due date for payment.
(iii)If any distress or execution is levied upon or is
threatened to be levied upon the Customer's property
or assets. (iv)If
the Customer makes or offers to make any arrangement
or composition with its creditors or commits any act
of bankruptcy
or if
any petition or receiving order in bankruptcy is presented
or made
against him.
(v)If the Customer is a limited liability company, it
shall cease
business or threaten to cease business or be unable to
pay its debts within the meaning of Section 223 of the
Companies
Act
1948 (or any statutory notification or re-enactment thereof)
or any
resolution of petition to wind up its business (other
than for the purpose of amalgamation or reconstruction
previously
approved
by the Company in writing) is passed or presented. (vi)If
a receiver of the Customer's undertaking property or
assets or
any part
thereof is appointed or is likely to be appointed. (vii)
The Customer ceases,
or threatens to cease, to carry on business; or (viii)
The Company reasonably apprehends that any of the events
mentioned
above
is about to occur in relation to the Customer and notifies
the Customer
accordingly.
(b)Upon written notice of such termination or suspension
being posted by the Company to the Customer's last known
address
the Contract shall be deemed to have been terminated
or suspended, without prejudice to any other claim or
right
that the Company
may otherwise have against the Customer. Notwithstanding
any such termination or suspension the Customer shall
pay the Company
at
the Contract rate for all work done, materials used,
Goods delivered
and Services rendered up to and including the date of
such termination or suspension.
(c) If this clause applies then, without prejudice to
any other right or remedy available to the Company, the
Company
shall
be entitled to cancel the Contract or suspend performance
and/or any further deliveries under the Contract without
any liability
to
the Customer, and if the Goods have been delivered, but
not paid
for, the price shall become immediately due and payable.
14
CONSTRUCTION & ARBITRATION & GENERAL
(a) Nether the Customer nor the Company shall be entitled
to assign the whole or any part of the Contract without
the prior
written
consent of the other provided that the Company shall
be entitled to sub-contract the whole or any part of
its obligations.
(b) No waiver by the Company of any breach of the Contract
by the Customer shall be considered as a waiver of
any subsequent breach
of the same or any other provision.,
(c) If any provision of these Conditions is held by
any competent authority to be invalid or unenforceable
in
whole or in part,
the validity of the other provisions of these Conditions
and the remainder
of the provision in question shall not be affected
thereby, unless such provision goes to the root of
the Contract.
(d) The Conditions shall constitute the entire agreement
in relation to the subject matter and no modification
or waiver
thereof shall
be valid unless made in Writing expressly for the purpose
and signed by an authorised officer of the Company
and of the Customer
provided
that this Condition shall not exclude liability for
fraud.
(e) The construction, validity and performance of any
contract to which these Conditions are subject shall
be governed
by the Laws of England and all disputes which may arise
out
of or in
connection with any such contract or the meaning or
effect of the terms hereof
shall be settled by arbitration in England in accordance
with the provisions of the Arbitration Act of 1950
or any statutory
modification
thereof for the time being in force. No variation of
these Conditions or of the terms of any order accepted
by the
Company shall be
binding upon the Company unless the same shall be in
writing and signed
by a Director of the Company.
Always
read the label. Use pesticides safely. | | | | | |
| | | | | | | |
