In these Standard Conditions of Sale the following words and phrases will have the meanings as set out below unless the content otherwise requires: “Conditions” means Conditions of Sale “Contract” means the contract by which the sellers agreed to sell and the purchaser has agreed to buy goods consisting of the seller’s quotation and the purchaser’s acceptance or the purchaser’s order and the seller’s acceptance as the case may be. “Date of Delivery” means the date when the goods are collected by the purchaser or delivered to the purchaser or the date of the posting of the goods. “Goods” means the goods which were to be sold and bought under the contract. “Purchaser” means the buyer under the contract. “Seller” means Garden Solutions, Dunaros, Ballencrieff Farm, Longniddry, East Lothian EH32 0PJ.
2. Purchase and Sale
The contract incorporates these conditions. Accordingly goods shall be sold by the seller and bought by the purchaser on the terms and conditions stated in these conditions and on the terms and conditions stated in the contract but declaring that if anything in the contract is inconsistent with these conditions then these conditions shall prevail unless what is inconsistent is contained in any document issued by the seller or in any document issued by the purchaser, the terms of which have been expressly accepted by the seller as varying these conditions. Neither the contract nor these conditions may be varied except by agreement in writing signed by the persons having authority to do so on behalf of the seller and the purchaser.
The price payable by the purchaser to the seller for the goods shall be the price stated in the contract or where no price is stated in the contract or the contract is unclear or ambiguous the price for the same goods stated in the seller’s price list current at the date of conclusion of the contract. The price is stated to be inclusive of VAT and value added tax (VAT) will be charged at appropriate rates. The prices invoiced will be those currently charged by the seller at the date of delivery. The seller may increase the price at any time prior to the date of delivery if the seller’s costs have, in the seller’s reasonable opinion, been materially increased for any of the following reasons. (i) An increase in the cost of materials (ii) An increase in customs or other duties. (iii) An increase in labour costs (iv Currency fluctuations (v) Changes in currency regulations (vi) Any delay on the purchaser’s part in complying with any of its obligations under the contract.
(i) The seller shall notify the purchaser when the goods are ready for collection and the purchaser shall forthwith make arrangements for collection of the goods at the purchaser’s expense. (ii) If the purchaser so requests and the seller agrees, the seller shall arrange for delivery or posting of the goods to an address specified by the purchaser. Any such delivery or posting shall be on the basis that the purchaser shall reimburse the seller on demand, or in advance if the seller so requires, for all the cost of transportation and the insurance of the goods. (iii) In making delivery of the goods, time shall not be of the essence of the contract and the seller shall not be liable for any cost, loss or expense suffered by the purchaser by reason of any delay in delivery. The seller shall, however, use its reasonable endeavours to meet any quoted date of delivery. (iv) If the purchaser has arranged to collect the goods and the goods are not collected by the purchaser within seven days of the seller’s notice the seller may charge the purchaser for storage at the seller’s usual storage rates and the resulting charges shall be payable by the purchaser on demand. (v) There will be a charge for any goods uplifted by the company, please ask in store for details.
(i) The purchaser shall pay the price and any applicable VAT and any costs or charges for which the purchaser is liable under the contract within 28 days of the date of the seller’s invoice. (ii) The seller may render its invoice to the purchaser on or any time after it has notified the purchaser that the godds are ready for collection or, when it has made arrangements whether or not these have been fulfilled for delivery of the goods. (iii) Payment will be due by the purchaser on invoices rendered by the seller even though there has been no delivery of the goods and title on the goods has not yet passed to the purchaser. (iv) In making payment of the price and other sums due under the contract time shall be of the essence of the contract. (v) If any invoice rendered by the seller is not paid within the time limit specified then interest will accrue on the sum invoiced day by day at a rate of 5% over Bank of Scotland base rate compounded monthly and the seller may suspend performance on the contract between the seller and the purchaser and under any other contract between the seller and the purchaser and the seller may appropriate any payment made by the purchaser to any sum due under this contract or under any other contract as the seller thinks fit and may for this purpose, disregard any purported appropriation by the purchaser.
The risk of any loss or destruction of or of any damage to the goods shall pass to the purchaser (i) when the goods are collected by the purchaser from the seller’s premises (ii) when the seller despatches the goods by post or hands them over to the carrier (iii) on the expiry of seven days from the seller’s notice referred to above.
(i) Although the goods may have been delivered and the risk in the goods may have passed to the purchaser title in the goods shall remain with the seller and shall pass to the purchaser only when the seller has received in cash or cleared funds the price of the goods, any payment due for delivery or postage, any applicable VAT and payment of any other sum then due by the purchaser to the seller under the contract or under any other contract between them whereby the seller shall supply goods or services to the purchaser. (ii) Until title in the goods does pass to the purchaser then (without prejudice to the purchaser’s right to re-sell the goods or to carry on any industrial process using the goods in either case in the ordinary course of business) the purchaser shall keep the goods separate from its own goods and goods of others and clearly marked or identified as being the property of the seller and shall ensure that the goods are kept safe, secure and insured. (iii) For as long as the goods have not been re-sold by the purchaser in the ordinary course of business and title in the goods has not passed to the purchaser, the seller may at any time re-take possession of the goods in such a way as it thinks fit including entering any premises of the purchaser where the goods are, to remove them.
8. Warranties and Liabilities
(i) On the terms set out in this clause the seller warrants to the purchaser that the goods at the time when the purchaser is notified they are ready for collection or when the goods are posted or consigned to a carrier, will be free from material defect in materials or workmanship and will conform to specification where the specification is expressely stated in the contract or to sample where any sample has been exhibited to the purchaser before the contract is entered into. (ii) The purchaser’s rights under this clause shall not be assignable to any other person. (iii) Any claim to be made by the purchaser against the seller under this clause must be made in writing to the seller within 24 hours of the date of delivery with written confirmation of the claim to be made within three days of the date of delivery.. Thereafter the terms of the clause will lapse. (iv) The maximum liability of the seller under any claim made by the purchaser pursuant to this clause shall be to repair the goods: if repairable, or the refund the price or such part thereof as may be appropriate and in either case on the purchaser at the seller’s expense returning the goods to the seller’s works. The seller shall have no liability for any other damages, costs, expenses, loss of profit, loss of business, or other consequential loss which the purchaser may suffer or incur as a result of any defect in the goods or the failure of the goods to match any specification or sample or otherwise arising out of the goods in any manner or way. (v) The warranty on this clause is subject to the following exclusions: (i) The seller shall have no liability under this clause to the extent that any loss, damage or cost is attributable to any specification or anything else supplied by the purchaser. (ii) The seller’s liability under this clause shall be excused if at the time of any claim there is any payment under the contract outstanding by the purchaser. (iii) The seller’s liability shall be excused where the defect causing the purchaser’s loss, damage, or expense is attributable to any part or material supplied by a third party but the seller shall grant the purchaser such rights as it has against the third party. (iv) The seller shall have no liability to the purchaser for fair wear and tear, for loss, destruction or damage of the goods due to the repairs or alterations not carried out by the seller or its authorised agents for any misuse or abuse of the goods nor for any failure to follow any operating instructions, training or manual supplied by the seller or by the manufacturer or the manufacturer’s representative in respect of the goods. (v) The right conferred on the purchaser on this clause shall be exhaustive of the purchaser’s rights in relation to defects in the goods or their failure to comply with any specification or sample. The seller shall have no liability to the purchaser for any representation or any implied terms as to the fitness of the goods for any purpose, their compliance with the sample, their satisfactory quality or otherwise, and all warranties, conditions or representations implied by law are hereby expressly included. (vi) The seller shall in any event have no liability to the purchaser or any breach of contract by the seller due to force majeur or any circumstances beyond its reasonable contract including act of God, strike, walkout, act of war or terrorism, supervening illegality or anything else which commonly comes within the definition of force majeur.
Without prejudice to any rights it may have under any law to terminate the contract and without prejudice to rights it may have for damages or compensation, the seller may terminate the contract by notice to the purchaser if: (i) The purchaser fails to make any payment due under the contract on the date or otherwise breaches or fails to perform any obligation to the contract to be performed on its part. (ii) The purchaser becomes apparently insolvent or being a company is unable to pay its debts or summons a meeting of creditors to pass any resolution for winding-up or has a petition for liquidation presented against it or has a receiver or administrator appointed to it or to any part of its assets. (iii) The purchaser may not cancel the contract unless the seller agrees upon the purchaser first indemnifying the seller against any loss, damage or expense (including loss of profit) which the seller may suffer or incur as a result of cancellation.
(i) Any notice to be given by either party to the other under the contract shall be in writing and may be delivered by hand or sent by first class Recorded Delivery post to the address of the other party as given in the contract or to such other address as may have been intimated to the other party in terms of this clause. The notice shall be deemed to have been served on the day of delivery, or, in the case of posting, on the second day following the date of posting. (ii) No waiver by the seller of any breach of the contract shall bar the seller from taking steps in respect of any subsequent breach of the contract by the purchaser. (iii) If any clause in the contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the contract and the remainder of the provisions in question shall remain in full force and effect and shall not be affected (iv) The contract shall be governed by Scots Law and the purchaser and seller submit to the jurisdiction of the Scottish courts.
11. Exchange/Refund Policy
We are happy to exchange or refund merchandise if returned, as soon, within one month and accompanied by a valid receipt. Returned goods may be subject to a 10% handling charge. This does not affect your statutory rights.