Conditions

CONDITIONS OF SALE

1. INTRODUCTION
1.1. In these conditions, the “Company” means Simply Leylandii
London E18 2LJ, the “buyer” means each person, firm or company
purchasing any goods, “consumer” means persons as defined in
section 12 Unfair Contract Terms Act 1977 and “goods” means
the goods or materials supplied or to be supplied by the Company
to the buyer.

1.2. These conditions shall apply to the contract between the
Company and the buyer for the sale of those goods detailed in
the order.

1.3. These conditions shall apply to the exclusion of any terms or
conditions which the buyer or any other person may state or refer
to in correspondence, order forms or otherwise, whether before
or after receipt by the buyer of these conditions and
notwithstanding any purported stipulation by the buyer to the
contrary or any custom, practice or course of dealing.

1.4. No variation, exclusion or waiver of any of these conditions shall
be effective unless made in writing by a duly authorised
representative of the Company.

2. ORDERS
2.1. The buyer’s order (whether given orally or in writing) shall be
deemed to be an offer to purchase the goods specified in the
order. Such offer shall be deemed to have been accepted on
despatch of the goods.

2.2. The parties agree that if the buyer is entitled to reject part of a
delivery of goods the buyer shall only be entitled to reject that
part of the goods and shall accept the balance.

3. PRICE
3.1. The price payable for the goods shall (subject as provided below)
be the price specified in the Company’s price list in force at the
date of despatch or collection. The Company reserves the right to
vary any such price without notice at any time prior to contract.

3.2. All prices for goods quoted by the Company are exclusive of
Value Added Tax but are carriage paid to destinations in the
United Kingdom (excluding islands other than the Isle of Wight).

4. PAYMENT
4.1. Payment of invoices shall be made in full without deduction, set
off or counterclaim no later than the time specified on the relevant
invoice, time to be of the essence.

4.2. Where an invoice is not paid by its due date then the time for
payment of all invoices then unpaid shall be forthwith and the
buyer shall pay interest (both before and after judgement) on the
total sums owing to the Company at a rate of 2% per month.
Such interest to accrue on a monthly basis.

4.3. The buyer will be liable, on a full indemnity basis, for all costs,
expenses and liabilities of whatever nature incurred by the
Company in recovery or settlement of debts not paid by the due
date.

4.4. The date that the Company has been paid shall be the date that
the Company’s bank irrevocably credits the Company’s account.
The Company shall use all reasonable endeavours to ensure this
is as early as possible.

5. DELIVERY AND PASSING OF PROPERTY AND RISK TO BUYER
5.1. Goods shall be delivered at the place of delivery as stated on the
invoice or on collection by or on behalf of the buyer.

5.2. Risk of damage to or loss of the goods shall pass to the buyer at
the time of delivery or collection or if the buyer wrongfully fails to
take delivery of the goods at the time when the Company has
tendered delivery of the goods.

5.3. If the buyer fails to take delivery of any goods ordered by him the
buyer shall pay the Company a commercial rate for the handling,
storage and re-delivery of such goods from the date of such
failure to the date when the buyer takes delivery. Should the
buyer fail to take delivery within 7 days of the original date for
delivery of any goods the Company shall be able to treat such
contract as having been repudiated and the parties agree that
100% of the purchase price shall be payable by the buyer as
liquidated damages.

5.4. Whilst every effort will be made by the Company to effect delivery
in accordance with any pre-arranged dates, all delivery dates and
schedules stated by the Company are approximate and shall not
imply any obligation on its part to deliver the goods on any
particular date or within the time stipulated. The Company shall in
no circumstances be liable for any loss or damage the buyer may
incur as a result of or in connection with the delays in delivery.

5.5. The buyer shall inspect the goods on delivery and it is agreed
that unless the buyer immediately rejects the goods and the
carrier leaves with them then the buyer shall be deemed to have
accepted the same.

5.6. Notwithstanding delivery and the passing of risk in the goods to
the buyer, or any other provision of these conditions, title to the
goods shall only pass to the buyer on receipt by the Company in
cash or cleared funds payment in full of the price of (1) the goods
and (2) all other goods of whatever nature agreed to be sold by
the Company to the buyer for which payment is then due.

6. CLAIMS
6.1. The buyer shall as set out in clause 5.5 inspect the goods on
their arrival or collection and shall be responsible for any
consequential losses caused by any defects in the goods that a
reasonably competent person in the buyer’s position would have
detected during a reasonably thorough inspection.

6.2. Any claim by the buyer which is based on short delivery or that
the condition of the goods makes their quality unsatisfactory or
their failure to correspond with the Company’s specification for
such goods must (irrespective of whether the goods have been
accepted or purportedly rejected in accordance with sub-clause
5.5 above) be made in writing and be received by the Company
setting out both the basis and level of the claim within 2 days
after delivery of the goods to the buyer. Failing this, the buyer
shall be deemed to have accepted the goods unconditionally
and the Company shall have no liability for any such short
delivery, unsatisfactory quality or failure to correspond with
specification.

6.3. The Company shall have 2 days from the receipt of such a claim
to accept or reject the claim and communicate the same to the
buyer (time not being of the essence). If the Company accepts
the validity of a claim the Company shall be entitled (at its
option) to replace such goods free of charge or issue a credit
note for the invoice value of such goods and having done so
shall have no further liability to the buyer in respect of such
defect or failure. All good subject to credit note or replacement
must be returned to the Company.

7. WARRANTIES
7.1. Other than in respect of death or personal injury caused by the
negligence of or a breach of contract by the Company, the
Company shall not be liable to the buyer for any damages or
losses whatsoever whether caused by the negligence or other
breach of duty by the Company, its employees or agents or
otherwise that may either directly or indirectly be occasioned by
the goods or by the use of the goods or connected with the
goods in any other way.

7.2. No warranty is given that the goods are fit for any particular
purpose (whether or not such purpose has been made known to
the Company) except to the extent that the Company has
advised in writing on the suitability of the goods for a particular
purpose.

7.3. The buyer acknowledges that where the Company gives (either
on the packaging of the goods supplied or in accompanying
literature or in the Company’s trade literature dealing with the
goods) particular written instructions or recommendations for the
storage, handling or other use of or otherwise in connection with
the goods, it is essential that those instructions or
recommendations should be followed, otherwise the nature,
characteristics and performance of the goods supplied may be
adversely affected and accordingly the buyer agrees to follow or
comply with all such instructions or recommendations.

7.4. The buyer acknowledges that the Company has no control over
the storage or any other use of the goods or over weather or
other environmental conditions or the actions of pests after the
goods have been delivered and that each of these matters can
affect the nature, characteristics and performance of goods
supplied by the Company.

7.5. The buyer shall indemnify the Company in respect of any losses,
costs, expenses or liabilities arising out of the goods, their use or
storage or otherwise.

7.6. Subject as expressly provided in these conditions all warranties,
conditions or terms implied by statute, common law, custom,
practice or otherwise are excluded to the fullest extent permitted
by law. The Company shall not in any circumstances be liable
for any indirect or consequential losses arising directly or
indirectly from or in connection with the goods. Without prejudice
to the above should the Company be found liable in any
circumstances including negligence or breach of duty in respect
of or in connection with the goods, any compensation and
damages payable under any claim or claims howsoever arising
shall not in aggregate amount to more than 10 times the price at
which the claimant purchased the particular goods forming the
subject of the claim.

7.7. The buyer acknowledges that the Company’s employees or
agents are not authorised to make any representation or give
any warranty or give advice concerning the goods unless such
representation warranty or advice has been confirmed by the
Company in writing. In entering into the contract the buyer
acknowledges that it does not rely on, and waives any claim in
connection with, any such representation or warranty, and does
not rely on any advice, which is not so confirmed.

7.8. By entering into this contract the buyer acknowledges and
confirms that it is not a consumer, that it does not seek to
purchase the goods on its own behalf as an end-user and that it
is purchasing the goods with the intention of re-selling the same
to consumers in accordance with its business.

8. BUYER’S DEFAULT
8.1 If the buyer:
i. refuses or fails to take delivery of the goods
tendered in accordance with the contract; and/or
ii. breaches any of these conditions including without
limitation failure or delay in payments for any goods
(or part thereof) on the due date; and/or
iii. makes any voluntary arrangement with creditors or
becomes bankrupt or has a receiver appointed in
respect of all or any part of the buyer’s assets;
and/or
iv. (being a company) commences to be wound up
(other than solely for the purposes of solvent
amalgamation or reconstruction) or has an
administration order made in relation to it; and/or
v. is believed by the Company to be in circumstances
which entitle the Court, or a creditor to appoint or
seek the appointment of a receiver, administrator or
manager, or which entitle the Court to make a
winding-up order, or if the buyer takes or suffers any
similar or analogous action in consequence of debt;
and/or
vi. if there is a change in the management or control of
the buyer; and/or
vii. if the buyer is in breach of the terms of clause 9.2
below; and/or
viii. if the Company reasonably apprehends that any of
the above will or
ix. may in its opinion occur or be about to occur in
relation to the buyer; the Company may without
prejudice to its other rights forthwith terminate this
contract and/or require immediate payment of all
sums under this contract whether or not the price in
respect of the goods is otherwise due and payable
by the buyer at such time and/or immediately and
without notice enter upon any premises of the buyer
where goods are stored or where they are
reasonably thought to be stored for the purposes of
repossessing them.

8.2 The buyer shall not be entitled to pledge or in any way
charge by way of security for any indebtedness any of
the goods in respect of which title has not passed to the
buyer in accordance with clause 5.6 of this contract and
in the event that the buyer does so pledge or charge
any of the goods all moneys owing by the buyer to the
Company shall (without prejudice to any other right or
remedy of the Company) forthwith become due and
payable.

9. NO WAIVER
9.1 No forbearance or indulgence by the Company shown
or granted to the buyer whether in respect of these
conditions or otherwise shall in any way affect or
prejudice or be regarded as a waiver of any rights of the
Company against the buyer.

10. GENERAL
10.1 All disputes arising put of or in connection with the
contract, shall be governed by English law and, in
entering into the contract the buyer submits to the nonexclusive
jurisdiction of the English Courts.

11. FORCE MAJEURE
11.1 This contract may be terminated or suspended in whole
or in part by the Company by reason of the prospect,
happening or result of any industrial dispute, act of God,
war, civil commotion, legislation, breakdown of
machinery, inability to obtain supplies, raw materials,
equipment fuel, power, components or transportation,
inability to obtain any necessary import or export or
other licences or the consent of any governmental
authority or any other cause or circumstances
whatsoever beyond its control without liability on the
part of Company for any loss or damage whatsoever
whether direct or indirect. If the Company shall elect to
terminate this contract pursuant to this clause 12, and a
part only of the goods to be delivered under this
contract has been so delivered at the time of such
termination the buyer shall remain liable for payment of
the part of the price that relates to such delivered goods
irrespective of termination and payment in respect of
that part of the price relating to such goods delivered
shall become due and payable forthwith.