1.1 ‘The Company’ means Daleside Nurseries Limited of Killinghall, Harrogate, North Yorkshire.HG3 2AY.
1.2 ‘The Customer’ means the person, firm, company or other body dealing with the Company.
1.3 ‘The Goods’ means the items included in the relevant Contract entered into by the Company.
2.1 The Company’s General Conditions of Sale will, in the absence of contrary written agreement apply to all contracts entered into by the Company.
2.2 Nothing in the Company’s Conditions of Sale affects or will affect the statutory rights of a Customer.
2.3 Cancellation by the Customer of any order after acceptance is at the sole discretion of the Company.
2.4 Where Goods are sold on the basis that they will be collected by the Customer, except where prior arrangement has been made with the Company, orders not collected by the Customer within two weeks of the date of the order may be resold.
The price shall be as set out overleaf. Prices are subject to amendment without notice. All prices are inclusive of VAT which shall be due at the rate applying on the date of the Company’s invoice. Payment of the price and VAT shall be due at the date of the order or in the case of a Customer operating an agreed account with the Company, 30 days from the date of the invoice. The Company reserves the right to charge interest on all overdue invoices from the date when payment becomes due from day to day until the date of payment at the rate of 4% above National Westminster plc base rate from time to time in force and shall accrue at such rate before as well as after judgement. The Company reserves the right to charge a £10.00 administrative fee in respect of any letter, telephone call or e-mail required to pursue any overdue account. The Customer may not withhold payment of any invoice or other amount due by reason of set off or counterclaim which the Customer may allege for any reason. If the Customer becomes insolvent then all sums outstanding shall immediately become payable and the Company may cancel or suspend any further deliveries without any liability on its part.
The Company may at its sole discretion provide for the delivery of the Goods provided that comprehensive instructions to the address are given to the Company prior to transportation. The Company reserves the right to withdraw the delivery service at any time prior to transportation for any reason whatsoever. Delivery dates cannot be guaranteed by the Company and time for delivery shall not be of the essence. The Company shall not be liable for any delay in delivery of the Goods or failure to deliver the Goods in a reasonable time whether such delay or failure is caused by the Company’s negligence or otherwise. If the original delivery date agreed with the Customer is delayed by the Customer, then the Company reserves the right to make a holding charge based on 5% of the order value per week or part of.
5.1 The property in the Goods shall not pass from the Company until the Customer pays all sums due to the Company whether in respect of the Goods set out overleaf or under any other order made by the Customer. Until title passes full legal and equitable title and interest in all and any products shall remain with the Company and not pass to the Customer until the Company has received full payment of all amounts due or owing to the Company and from time to time in respect of all products supplied by the Company.
5.2 Until title passes the Customer shall store or otherwise keep the Goods in such a way as clearly to indicate at all times that the Goods are owned by the Company and shall not remove, obscure or delete any mark placed on the products by the Company which may enable the products to be identified.
5.3 If the Customer incorporates the Goods in or attaches the Goods to or uses the Goods as material for or in the manufacture of other (‘Products’) the property in the whole of such Goods shall vest in and remain with the Company and the Customer shall hold the Goods in their original or altered state as bailee and to the credit of the Company until full payment has been received.
5.4 All the Company’s rights in relation to the Goods shall also extend to the Products and until payment is made the Company shall be entitled to repossess any of the Goods and to take possession of any of the Goods incorporated into other Products. The Company or its agents shall be entitled to enter upon any relevant land or buildings with such transport as may be necessary. All costs incurred by the Company or its agents in such repossession will be borne by the Customer.
6.1 The Customer shall carry out a full inspection of the Goods and give notice to the Company within two days of delivery of any defect which reasonable examination would have revealed. The Customer shall confirm such notification in writing within seven days.
6.2 Subject to compliance with the above obligation which shall be a condition precedent of the Company’s liability, and provided the Customer has exercised due care in protecting the Goods, the Company will replace any goods produced by the Company which are defective on delivery.
6.3 The liability of the Company and the warranty contained in condition 6.1 shall be limited to the invoice value of the Goods replaced and the Company will not be liable for any consequential loss or damage.
7.1 All disputes or questions between the Company and the Customer with respect to any matter or thing arising out of or relating to Contracts incorporating these conditions shall be at the option of the Company (to be exercised by written notice to the Customer) be referred to a single arbitrator agreed for that purpose or, in default of such agreement, appointed by the President for the time of the Horticultural Trades Association. The Company’s said notice shall be deemed to be a reference to a arbitration within the meaning of the Arbitration Act 1959 or any statutory modification thereof for the time being in force.
This Agreement shall be governed by English Law.
DALESIDE NURSERIES LIMITED