Terms & Conditions
1. Interpretation1.1 In these Conditions:
“Buyer” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.
“Goods” means turf or other goods (including any instalment of the goods or any parts of them) which the seller is to supply in accordance with these Conditions.
“Seller” means TOWN & COUNTRY TURF LIMITED whose registered office is at Blaxhall, Woodbridge, Suffolk IP12 2DX.
“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
“Contract” means the contract for the purchase and sale of the Goods.
“Writing” includes telex, cable, facsimile transmission and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Basis of the sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application, cultivation, laying or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3. Orders and Specifications
3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.2 The quantity, quality and description of any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
3.3 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit) costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
4. Price of the goods
4.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller, any change in delivery dates, quantities or specification for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
5. Terms of payment
5.1 Except where a Buyer has a Trade Account with the Seller the price of the goods shall be paid for in advance via debit/credit card or by cleared funds before delivery.
5.2 In respect of Trade Accounts:
5.2.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
5.2.2 The Buyer shall pay the price of the Goods without any deduction within 30 days of the date of the Seller’s invoice.
5.3 The Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer.
5.4 The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.5 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
5.5.1 Cancel the contract or suspend any further deliveries to the Buyer;
5.5.2 Appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.5.3 Charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of four per cent per annum above Barclays Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6. Delivery and acceptance
6.1 The Seller shall deliver the Goods to the address specified for delivery in the Buyer’s order or the Seller’s quotation, whichever is appropriate.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in Writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to delivery any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 The Buyer will take delivery of the Goods on the quoted delivery date or on such other date as the Seller may advise the Buyer in accordance with clause 6.2 and time for the performance of the Buyer’s obligation to take delivery shall be of the essence of the Contract. If the Buyer fails to take delivery in accordance with the provisions of this clause, the following provisions shall apply:
6.4.1 The Buyer will bear any risk of any loss of or damage to the Goods after expiry of the time for their delivery;
6.4.2 Make such arrangements as it thinks fit for the storage of the Goods until actual delivery, but shall not owe the Buyer any duty of care in making those arrangements and shall not be liable to the Buyer for any loss of, damage to or deterioration of the Goods caused by their storage and charge the Buyer for the reasonable costs (including insurance) of storage;
6.4.3 The Buyer will reimburse the Seller all costs and charges incurred by the Seller in connection with the storage of the Goods;
6.4.4 the Seller may immediately, or at any time after expiry of the time for delivery of the Goods, treat the Contract as repudiated by the Buyer’s breach and make such arrangements as it thinks appropriate for the disposal of the Goods;
6.4.5 The Buyer will in any case be liable, and compensate the Seller, for any losses and costs incurred by the Seller as a result of the Buyer’s breach or the termination of the Contract.
6.5 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
6.6 The Buyer shall be deemed to have accepted all Goods upon their delivery by the Seller to the address specified in Writing by the Buyer. The Buyer shall ensure that he, or his duly authorised representative, is present at the time and place of delivery to inspect the Goods for apparent shortage, defects, damage, grass species ratios and unspecified grass species. The Buyer (or his representative) shall then sign the Sellers Delivery note to record the Buyer’s acceptance of the Goods and (if appropriate) a note of any damage or defects apparent at the time of delivery shall be endorsed thereon. Where the Buyer or his representative is not in attendance at the time and place of delivery, the acceptance note shall be deemed to have been signed without any endorsement as to damage or defects.
7. Risk and property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 In the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
7.1.2 In the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
7.3 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.4 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8. Warranties and liability
8.1 All turf supplied by the Seller is guaranteed to be in a condition suitable for laying within 24 hours delivery. The Seller shall not be liable for any deterioration in the condition of turf not laid within such period.
8.2 Where the Seller contracts to supply and lay turf the Seller reserves the right to use sub-contractors and warrants that such work will be carried out with reasonable skill and care.
8.3 Where defects appear in turf supplied by the Seller within seven days of the date of delivery such defective turf will be replaced free of charge or (at the Seller’s absolute discretion) the Seller will refund the price of the defective turf in the event that such price shall already have been paid by the Buyer to the Seller, or, if such price has not been paid, relieving the Buyer of all obligation to pay the same by the issue of a credit note in favour of the Buyer in the amount of such price PROVIDED THAT:
8.3.1 Notice in Writing of the defects complained of shall be given to the Seller upon their appearance; and
8.3.2 Such defects shall be found to the Seller’s reasonable satisfaction to have arisen from defective turf.
8.4 The Seller shall not be liable for any defects in turf appearing after the period specified in clause 8.3.
8.5 In respect of all Goods (other than turf) manufactured and supplied to the Seller by third parties the Seller will pass on to the Purchaser (in so far as possible) the benefit of any warranty given to the Seller by such third parties and will (on request) supply to the Buyer details of the terms and conditions of such warranty and copies of any relevant product information sheets, technical data sheets or product leaflets issued by such third parties and the Buyer shall be solely responsible to the entire exclusion of the Seller for complying with all of these.
8.6 The Seller’s liability under this Condition shall be to the exclusion of all other liability to the Buyer whether contractual, tortuous or otherwise for defects in the Goods or any loss or damage to or caused by the Goods, and (subject to clause 8.7) all other conditions, warranties, stipulations or other statements whatsoever concerning the Goods, whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded; in particular (but without limitation of the foregoing) the Seller grants no warranties regarding the fitness for purpose, performance, use or merchantable quality of the Goods, whether express or implied by statute, at common law or otherwise howsoever.
8.7 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss or profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.
9. Insolvency of the Buyer
9.1 This clause applies if:
9.1.1 The Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
9.1.2 An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
9.1.3 The Buyer ceases, or threatens to cease, to carry on business; or
9.1.4 The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
9.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due ad payable notwithstanding any previous agreement or arrangement to the contrary.
10.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
10.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
10.3 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.
10.4 Any dispute arising under or in connection with these Conditions or the sale of the Goods shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Law Society
10.5 The Contract shall be governed by the laws of England.