These Conditions apply to all Contracts entered into with R F Landscape Products (2020) Limited.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.3.
Contract: a contract between the Supplier and the Customer for the sale and purchase of Goods in accordance with these Conditions.
Customer: the person or firm who enters into a Contract to purchase Goods from the Supplier.
Delivery Location: has the meaning given in clause 4.2.
Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control.
Goods: the goods (or any part of them) purchased under a Contract.
Order: the Customer’s order for the Goods, whether as set out in the Customer’s purchase order form, in the Customer’s written or verbal acceptance of the Supplier’s quotation or as ordered verbally by the Customer at the Supplier’s Premises.
Premises: The Depot, A19 Doncaster Road, Whitley, DN14 0JW.
Supplier: R F Landscape Products (2020) Limited (registered in England and Wales with company number 12784930) whose registered office address is at The Depot, A19 Doncaster Road, Whitley, DN14 0JW.
Supplier’s Website: www.rflandscapeproducts.co.uk
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written excludes fax but not email.
2. BASIS OF CONTRACT
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of an Order are complete and accurate.
2.3 An Order shall only be deemed to be accepted when the Supplier verbally or in writing accepts the Order and the Customer pays the price for the Goods ordered, at which point a Contract shall come into existence.
2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.5 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained on the Supplier’s Website or in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of a Contract nor have any contractual force.
2.6 In the event that the Supplier issues a quotation, this shall not constitute an offer. Any quotation shall only be valid for a period of 14 days from its date of issue.
3.1 The Goods are as seen for sale at the Supplier’s Premises or, if not available for immediate sale at the Supplier’s Premises, then as described in the Supplier’s catalogue and / or on the Supplier’s Website.
3.2 The Customer acknowledges and agrees that the Goods are natural products or are created from natural products and as such will likely vary in terms of both colour and / or texture both in any batch or between batches supplied.
4.1 The Supplier shall either;
(a) deliver the Goods to the location as the parties shall agree at the time a Contract is entered into; or
(b) if agreed at the time a Contract is entered into, the Customer shall collect the Goods from the Supplier’s Premises at the point of sale or otherwise at any time after the Supplier notifies the Customer that the Goods are ready.
4.2 If clause 4.1 (a) applies, the Delivery Location shall be the location to which the Goods are delivered and if clause
4.1 (b) applies, the Delivery Location shall be at the Premises.
4.3 If clause 4.1(b) applies, the Customer shall ensure that the Goods are collected either at the point of sale (if so available) or otherwise within seven days of the Supplier notifying the Customer that the Goods are ready.
4.4 Delivery is completed on the completion of unloading of the Goods at the Delivery Location if clause 4.1(a) applies or upon loading of the Goods at the Delivery Location if clause 4.1(b) applies.
4.5 Delivery may take place piecemeal and by instalments.
4.6 If clause 4.1(a) applies, the Customer shall pay for the delivery in addition to the payment of the price of the Goods. Please see clauses 7.3 and 7.4.
4.7 If clause 4.1(a) applies, the Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.8 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.8 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.9 If the Customer fails to take or accept delivery of the Goods within seven days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the eighth day after the day on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until actual delivery takes place,and charge the Customer for all related costs and expenses (including insurance).
4.10 If fourteen days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.
4.11 If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered and reasonable evidence being provided of the same to the Supplier’s reasonable satisfaction, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
5.1 The Supplier warrants that on delivery the Goods shall:
(a) conform in all material respects with their description;
(b) be free from material defects;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by the Supplier.
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing to the Supplier within a reasonable time of delivery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the Customer alters or repairs such Goods without the written consent of the Supplier;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(e) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
6. TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) the Supplier receiving payment in full (in cash or cleared funds) for the Goods; and (b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition.
6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) it does so as principal and not as the Supplier’s agent; and
(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
6.5 At any time before title to the Goods passes to the Customer, the Supplier may:
(a) by notice in writing, terminate the Customer’s right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and
(b) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7. PRICE AND PAYMENT
7.1 The price of the Goods shall be the price advertised at the Supplier’s Premises or as advised by the Supplier to the Customer.
7.2 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any request by the Customer to change the delivery date(s), or the quantities or types of Goods ordered; or
(b) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
7.3 The price of the Goods excludes:
(a) amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice;
(b) excludes the costs and charges of delivery of the Goods where delivery is to be carried out under clause 4.1(a), which shall be invoiced to the Customer.
7.4 Delivery charges under clause 4.1(a) and 7.3(b) shall be calculated by the Supplier and advised to the Customer either in writing or verbally at the time the Contract is entered into.
7.5 The Supplier shall invoice the Customer for the Goods at the time the Contract is entered into.
7.6 The Customer shall pay for the price of the Goods, and any additional amount due under clause 7.3, at the time the Contract is entered into.
7.7 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
7.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. LIMITATION OF LIABILITY
8.1 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987.
8.3 Subject to clause 8.2, the Supplier’s total liability to the Customer shall not exceed the price of the Goods under the Contract.
8.4 Subject to clause 8.2, the following types of loss are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of or damage to goodwill; and
(f) indirect or consequential loss.
8.5 This clause 8 shall survive termination of the Contract.
9.1 Without limiting its other rights or remedies, the Supplier may terminate a Contract with immediate effect by giving notice to the Customer if the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within three days being notified to do so.
9.2 Without limiting its other rights or remedies, the Supplier may terminate a Contract with immediate effect by giving notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
9.3 On termination of a Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices, interest and delivery charges and, in the event that Goods have been supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
9.4 Termination of a Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
9.5 Any provision of a Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
10. FORCE MAJEURE
The Supplier shall not be in breach of a Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for three months, the Customer may terminate the Contract by giving written notice to the Supplier.
11.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, subcontract, delegate, or deal in any other manner with all or any of its rights or obligations under a Contract.
(b) The Customer may not assign, transfer, subcontract, delegate, or deal in any other manner with any or all of its rights or obligations under a Contract without the prior written consent of the Supplier.
11.2 Entire agreement.
(a) A Contract constitutes the entire agreement between the parties.
(b) Each party acknowledges that in entering into a Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
11.3 Variation. No variation of a Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
(a) Except as set out in clause 2.4, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
11.5 Severance. If any provision or part-provision of a Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of a Contract is deemed deleted under this clause 11.5, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.6 Third party rights. A Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
11.7 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
11.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.