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Terms and Conditions

The customer's attention is drawn in particular to the provisions of Clauses 6 and 11.
1. Definitions
1.1 “Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
1.2 The "Buyer" means the person who buys or agrees to buy Goods from the Seller.
1.3 "Conditions" means the Conditions of Sale set out in this document and any special conditions agreed in writing by the Seller.
1.4 “Delivery Location” has the meaning given in clause 5.5.
1.5 “Force Majeure Event” means an event such as, but not limited to, acts of God, war, strikes, lock‐outs, flood and failure of third parties to deliver goods, and any event, circumstance or cause beyond a party’s reasonable control.
1.6 “Goods” means the goods (or any part of them) set out in the Order
1.7 “Order” means the Buyer’s order for the Goods, as set out in the Buyer’s purchase order form, the Buyer’s written acceptance of the Seller’s quotation, or overleaf, as the case may be.
1.8 The "Seller" means Deepdale Trees Limited.

2. Conditions
2.1 These Conditions do not affect your statutory rights as a consumer.
2.2 All contracts of sale made by the Seller shall be deemed to incorporate these Conditions which shall prevail over any other document or communication from the Buyer.
2.3 If any amendments to these Conditions are required, these must be confirmed in writing. No variation of these Conditions shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
2.4 The Order shall only be deemed to be accepted when the Seller issues a written acceptance of the Order, which shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions
2.5 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.

3. Prices
3.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Seller's published price list in force as at the date of delivery.
3.2 The Seller may, by giving notice to the Buyer at any time up to 5 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to: a) any factor beyond the Seller's control (including increases in taxes and duties, increases in labour and materials costs or any material adverse change in relevant exchange rates); b) any request by the Customer to change the delivery date(s) or Delivery Location (or a failure by the Customer to provide the correct Delivery Location), quantities or types of Goods ordered; or
c) any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate or accurate information or instructions.
3.3 All prices are exclusive of VAT and costs and charges of packaging, insurance and transport of the Goods, which shall be paid in addition by the Buyer.
3.4 In the case of consumer sales, payment must be made in full at least three business days before dispatch of any Goods.
3.5 In the case of other sales, payment is due in full either in advance or, if agreed between the parties, on the terms of credit agreed by the Seller and confirmed in writing by the Buyer within 30 days from the date of invoice, and in cleared funds to a bank account nominated in writing by the Seller.

4. Interest on Overdue Invoices
4.1 The seller reserves the right to charge interest on overdue invoices. The interest (where charged) shall accrue from the date that payment becomes due from day to day until the date of payment.
4.2 Interest charged under this clause will accrue each day and will be at 2% above National Westminster Bank PLC base lending rate for the time being in force per calendar month.
4.3 All amounts due under these Conditions shall be paid in full without any set‐off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
4.4 If the Buyer fails to pay within the agreed terms the Seller reserves the right to withdraw the services and place the Buyer’s account on hold.

5. Delivery
5.1 Unless otherwise agreed in the relevant Order, where the Seller agrees to deliver the Goods to the Delivery Location, Transport costs will be borne by the Buyer.
5.2 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer's failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.3 Whilst every reasonable effort shall be made to keep any delivery date, the time of delivery shall not be of the essence and the Seller shall not be liable for any losses, costs, damages or expenses incurred by the Buyer or any other person or company arising directly or indirectly out of any failure to meet any estimated delivery date.
5.4 If the Seller fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality, less the price of the Goods.
5.5 Delivery of the Goods shall be made to the Buyer's address set out in the Order or such other location as the parties may agree (Delivery Location) and the Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. 5.6 Delivery is completed on the arrival of the Goods at the Delivery Location and the Buyer is solely responsible for unloading the Goods.

6. Ownership and Risk
6.1 Risk in the Goods shall pass to the Buyer upon delivery of the Goods or upon the Goods being appropriated to the Buyer but kept at the Seller's premises at the Buyer's request.
6.2 Ownership of the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall: a) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller’s
property; b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of
delivery; d) notify the Seller immediately if it becomes subject to any of the events listed in clause 8.1(b) to clause 8.1(d); and e) give the Seller such information as the Supplier may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Buyer.
6.4 THE BUYER SHALL INSPECT THE GOODS IMMEDIATELY UPON RECEIPT AND SHALL NOTIFY THE SELLER WITHIN 48 HOURS IF THE GOODS ARE DAMAGED OR DO NOT MATCH THEIR DESCRIPTION. IF THE BUYER FAILS TO NOTIFY THE SELLER THAT THE GOODS ARE DEFECTIVE WITHIN 48 HOURS OF DELIVERY, THE BUYER IS DEEMED TO HAVE ACCEPTED THE GOODS.
6.5 THE SELLER SHALL NOT ACCEPT ANY LIABILITY FOR DAMAGE OR DEFECTS TO THE GOODS ONCE THEY HAVE BEEN PLANTED BY THE BUYER.
6.6 The Seller may inspect the Goods, either by asking the Buyer to return the Goods, or by sending a nominated person to inspect the Goods to assess whether they are faulty.
6.7 If the Seller agrees that the Goods are faulty, and that the fault was not caused by the Buyer’s neglect, misuse or weather damage, it will, at the Buyer’s election replace, refund or repair (if possible) the faulty Goods at no additional cost to the Buyer.
6.8 Any Goods in respect of which any claim of defect or damage is made shall be preserved by the Buyer intact together with the original packing at the Buyer's risk and retained by the Buyer for a reasonable period to enable the Seller or its agent to inspect or collect the Goods.

7. Cancellation and Returns
7.1 If it is agreed that the Goods are to be returned :
a) the Buyer will be liable for the cost of remedying any damage to the Goods returned where such damage has, in the opinion of the Seller, been caused by the Goods being inadequately packaged by the Buyer or through the Buyer's fault; and
b) subject to clause 7.3, the Seller reserves the right to make a handling and restocking charge of 25% on Goods which are returned if they were ordered in error or are no longer required.
7.2 the Seller reserves the right to make a handling, maintenance and administration charge of 25% on confirmed orders that are cancelled prior to delivery of the Goods.
7.3 If items which are either cancelled or returned have been specially purchased (e.g. Goods that are not normally stocked by the Seller), the Seller reserves the right to make a handling, maintenance and administration charge of 75% of the sales price of the item(s) ordered, or render a charge equal to the cost of the item(s), whichever the greater.

8. Termination
8.1 Without limiting its other rights or remedies, the Seller may terminate this Contract with immediate effect by giving written notice to the Buyer if: a) the Buyer commits a material breach of any term of these Conditions and (if such a breach is remediable) fails to remedy that breach within seven days of that party being notified in writing to do so;
b) the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
c) the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or d) the Buyer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of any contract is in jeopardy.
8.2 Without limiting its other rights or remedies, the Seller may suspend provision of the Goods under these Conditions or any other contract between the Buyer and the Seller if the Buyer becomes subject to any of the events listed in clause 8.1(b) to clause 8.1(d), or the Seller reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due on the due date for payment.
8.3 Without limiting its other rights or remedies, the Seller may terminate a contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under a contract on the due date for payment.
8.4 On termination of a contract for any reason the Buyer shall immediately pay to the Seller all of the Seller's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Seller shall submit an invoice, which shall be payable by the Buyer immediately on receipt.
8.5 Termination of a contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of a contract which existed at or before the date of termination.
8.6 Any provision of a contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of any contract shall remain in full force and effect.

9. Force Majeure
In the event that the Seller is prevented from carrying out its obligations under a contract for sale as a result of a Force Majeure Event or any cause beyond its control the Seller shall be relieved of its obligations and liabilities under such contract for sale for as long as such fulfilment is prevented.
10. No Waiver
The Seller's failure to exercise any right or remedy or insist upon strict performance of any provision of these Conditions shall not be deemed to be a waiver of its rights or remedies in respect of any present or future default of the Buyer in performance or compliance with any of these conditions, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

11. Liability
11.1 Except as may be implied by law where the Buyer is dealing as a consumer, in the event of any breach of these Conditions by the Seller the remedies of the Buyer shall be limited to damages which shall in no circumstances exceed the price of the Goods and the Seller shall under no circumstances be liable for any indirect, incidental or consequential damage.
11.2 The restrictions on liability in this clause 11 apply to every liability arising under or in connection with these conditions including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
11.3 Nothing in these conditions limits any liability which cannot legally be limited, including liability for: a) death or personal injury caused by negligence; b) fraud or fraudulent misrepresentation;
c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or d) defective products under the Consumer Protection Act 1987.
11.4 Subject to clause 11.3, the following types of loss are wholly excluded: a) loss of profits; b) loss of sales or business; c) loss of agreements or contracts; d) loss of anticipated savings; e) loss of use or corruption of software, data or information;
f) loss of or damage to goodwill; and g) indirect or consequential loss.
11.5 This clause 11 shall survive termination of any contract.

12. Complaints
If you have a complaint about our service or any goods or services we have provided then please contact us immediately.

13. General
13.1 Any contracts, and any dispute or claim (including non‐contractual disputes or claims) arising out of or in connection with these conditions or its subject matter or formation, shall in all respects be governed, construed and operate in accordance with the law of England and Wales.
13.2 Both parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non‐contractual disputes or claims) arising out of or in connection with these conditions or its subject matter or formation.
13.3 If any part of these terms and conditions that is not fundamental is found to be illegal or unenforceable, such finding will not affect the validity or enforceability of the remainder of these terms and conditions.

14. Deposit Payment -Terms & Conditions a) The deposit is non‐refundable unless the order is cancelled within 30 days of us receiving the deposit payment at
which point a full refund will be given. b) We will maintain the trees at our expense up to the end of the month/year agreed at the time an order is placed. c) You are to take delivery of all the items prior to the end of the period agreed in b). d) On full delivery of any goods the deposit value will be deducted from the value of the delivery invoice. e) Any part delivery of goods will have a pro‐rata amount of the deposit deducted from the delivery invoice.
f) Any items still in our possession after the end of the period agreed in b) will incur monthly maintenance costs thereafter at 10% of the sales value of the items until such items are delivered or the Order is cancelled in accordance with these Terms & Conditions.
g) If you have not taken delivery by the end of the agreed delivery period) then the order will be cancelled, the deposit in full or, in the case of partial delivery having taken place, the balance of the deposit will be forfeited and the items on the order not delivered will return to our possession in full and any maintenance charges unpaid will become due immediately.
Payment of the deposit will confirm your agreement to the terms & conditions above.

March 2021

Deepdale Trees are expert growers and wholesalers of the UK's finest semi-mature trees and shrubs

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