Terms & Conditions in Trade
- The supplier/seller is Horticultural Coir Limited, its subsidiaries and successors in title (known as HCL).
- The Buying entity, its associates, nominated persons, agents or appointed representatives will hereinafter be referred to as "the Buyer".
- HCL will sell and the Buyer will buy goods and/or services as contracted, according to these Terms and Conditions as set out hereunder unless previously agreed to and varied by HCL in writing.
- All Conditions shall apply from the time that HCL receives an order from the Buyer. The method of such instruction may be by letter, receipt of an official order in writing, by fax, e-mail or verbally by the Buyer, to the exclusion of any conflicting terms and conditions, stipulated, incorporated or referred to by the Buyer in any order or in any document, correspondence or negotiations unless agreed by HCL in writing.
- Samples of goods offered are selected by HCL at random, sent in good faith and are intended as a visual guide only. There is no express or implied condition that goods supplied will be identical or similar to the samples supplied.
- This is a non-exclusive contract. The Buyer hereby agrees that HCL may supply goods and services to other Buyers.
- HCL will endeavour to provide the Buyer when requested with the most current and relevant product information and advice. HCL strongly recommends and the Buyer agrees that the Buyer should seek the advice of a suitably qualified independent advisor or an agronomist.
- This is a binding contract between HCL and the Buyer, to be determined by the Laws of the United Kingdom.
- All disputes, differences or questions at any time arising between the HCL and the Buyer from the performance of this contract shall be referred to the arbitration of a single independent expert to be appointed by mutual agreement. If necessary, reference may be made to a list provided by the Horticultural Trades Association of suitably qualified experts to act as arbitrator. Any recommendation made or decision arrived at by the independent arbitrator will be final. The cost of such arbitration will be born by HCL and the Buyer equally.
The Buyer agrees:
- To indemnify and continue to indemnify HCL from and against any and all losses, damages or liabilities suffered, (whether criminal or civil), together with all legal fees and other costs incurred by HCL resulting from a breach of this agreement by the Buyer including, if applicable, any neglect or default of the Buyer, its employees or agents.
- To indemnify and continue to indemnify HCL from and against any and all losses, damages or liabilities suffered (whether criminal or civil), together with all legal fees and other costs incurred by HCL resulting from a cancellation of this or any subsequent contract by the Buyer its employees or agents.
- Not to cause or permit anything which may damage or endanger the intellectual property of HCL or their title to it, or assist or allow others to do so. HCL intellectual property includes all aspects in whatever form associated with HCL, including, but not limited to the rights contained in their website, stationery, customer lists, graphics, literature, style of trading, copyright, design rights, unregistered design rights, patents, logos, course materials and content.
- All invoices, unless notified in writing by HCL are pro-forma.
- The Buyer agrees to pay the invoice without deduction or set-off.
- HCL will charge Value Added Tax at the prevailing rate where applicable on all invoices. Registration number: 769885248.
- Payments are to be made by BACS transfer to the HCL’s bank account. HCL’s bank account details will be as printed on the latest invoice. Payment by cheque may be permitted by written agreement from HCL. Payment in full is due with the acceptance of the Buyers written order, unless notified and agreed to in writing by HCL with order.
- HCL reserves the right to cancel the order if payment becomes overdue.
- HCL reserves the right to re-allocate any consignment if HCL cancels an order.
- The Buyer agrees to reimburse HCL in full for all and any additional costs incurred including those by Customs & Excise during shipping and transportation.
- Notwithstanding remedies available under current UK/EU legislation relating to late payment of invoices, unsettled accounts will, at the absolute discretion of HCL, accrue interest at the rate of 5% above the lending base rate of Coutts & Co, Bankers, from time to time pertaining, will be compounded and calculated daily until settled in full.
- HCL reserves the right to pass on all costs incurred in the collection of overdue accounts.
- Title to goods supplied, or any consignment thereof, shall remain with HCL until payment in cleared funds is received by HCL in full without any deductions or withholding (including VAT and delivery charges if applicable). At any time and until full payment has been made, HCL shall be entitled to recover goods (or the consignment in question) and for this purpose, the Buyer hereby gives licence to HCL or its Agents and Servants to enter upon the premises where the goods may from time to time be situated for the purpose of recovering the same. Where this is necessary, HCL reserves the right to pass on all costs including transport and warehousing incurred in the collection of goods for which payment remains overdue.
- In the event of war, invasion, act of foreign enemy hostilities (whether war has been declared or not) civil war, rebellion, revolution, insurrection or military or usurped power, HCL shall be relieved of liabilities incurred under this contract wherever and to the extent to which the fulfilment of such obligations is prevented, frustrated or impeded as a consequence of any such event or by statue rules, regulations, orders or regulations issued by any Government department, council or other duly constituted authority or from strikes, lockouts, breakdowns of plant or any other causes (whether or not of a like nature) beyond HCL’s control.
- Any delivery date given within the contract is to be seen as a guide only. HCL cannot be held liable for delays beyond their control including acts of God or delays caused by action carried out by third parties.
Delivery and Returns:
- The Buyer agrees to be held liable for any damages caused during the delivery if the site(s) as agreed notified by the Buyer to HCL are unsuitable or unsafe for the purpose of the delivery.
- Any vehicle used to deliver goods will not be moved from the roads, hard standing or other suitable off-loading sites, unless the driver is specifically requested to do so by the Buyer or their agents or representatives. In the event that such a vehicle move is requested (see clause 30 below), the Buyer will be responsible for any damage to vehicle or site that may be caused.
- HCL will allow a reasonable time for the driver to find a safe site and allow the vehicle to discharge its load unhindered. Any delays incurred which result in an extra charge levied by the company responsible for delivery will result in such extra charges being passed on to the buyer.
- Goods requiring special appliances for unloading (i.e. forklift truck) from the delivery vehicle are delivered only on the understanding that such appliances are made available by the Buyer at the stated destination.
- The driver delivering any HCL product has the total right of judgement on the safe discharge at any site.
- Each delivery or consignment shall constitute a separate contract. Failure to deliver one delivery shall not invalidate the contract as a whole, or entitle the buyer to cancel the remainder of the contract.
- All claims based upon defect of quantity, quality or condition of goods as delivered to the Buyer, which should be apparent upon reasonable examination, shall be made immediately known by telephone, fax or email to HCL. Written confirmation must be received by HCL within three business days of the arrival of the Coir or other HCL product at the destination to which they have been consigned. In the event of no written complaint being made within the specified time, the Buyer will be held to have accepted the material as fit for purpose.
- While HCL will make every effort to supply goods strictly in accordance with the quality or specification ordered, if any of the goods supplied are proved to be defective or not of the correct quality or specification ordered, HCL’s liability will be limited only to the replacement at its own expense of the goods shown to be unsatisfactory.
- HCL will not be liable for the consequential loss or damage caused or arising by any reason or any fault in the goods or materials supplied and it is specifically declared that defects which become apparent only after the materials have been used will not entitle the Buyer to claim in excess of the invoice price of the goods so supplied.
- No goods will be accepted for return unless by prior arrangement, when a 20% handling charge may be levied by HCL as to defray costs.