Standard Conditions of Sale and Delivery CPA Horticulture LTD (hereinafter referred to as CPA)
Acceptance of Terms
CPA will sell goods and the proposed/buyer will purchase goods only on the conditions set out below unless previously amended by CPA in writing.
Samples of goods offered are selected at random, sent in good faith, but are a visual guide only. There is no express or implied condition that the goods supplied will be identical or similar to the sample supplied. If there shall be any discrepancy between a specification and a sample the description contained on the web site shall prevail.
All quotations are void if not accepted within thirty days. CPA reserves the right absolutely to pass on to the purchaser any unexpected increase or decrease in the cost of providing the goods required by the buyer.
Should any document uttered by the buyer or CPA evidencing the terms of contract conflict CPA’s Terms of Contract will prevail.
Acceptance of quotations includes acceptance of all terms and conditions set out hereunder.
Any quotation given by CPA is conditional upon the proposed buyer not having exceeded his credit limit (as determined by CPA from time to time in such a manner as CPA think fit).
Where any quotation given exceeds the proposed buyers credit limit (aware that credit limited has previously been reached or exceeded) then any quotation given to the proposed buyer by CPA is determined (all shall be treated as void abinitio) and shall have contractual effect as an offer but merely a response to information sought.
All calls to and from CPA Horticulture are recorded for training and monitoring purposes.
All goods must be examined and signed for by the buyer on delivery. Any signature for and on behalf of the buyer will be treated as acceptance of the goods irrespective of any limiting words which the buyer attempts to impose.
Each delivery or consignment shall stand as a separate contract. Failure or delay in one delivery shall not invalidate the contract as a whole, or entitle the buyer to defer payments for any previous or remaining delivery.
CPA will supply material in a suitable vehicle specially hired for the purpose. The buyer must ensure that all sites where the vehicle (s) are to discharge bulk materials are safe for thirty eight tonnes gross laden vehicles and tipping or walking floor vehicles.
It shall be the buyer’s responsibility to ensure that vehicles proposed for delivery can gain access to the site. If vehicles have to be turned away for reasons of access restrictions any charges relating to the return of the vehicle will by the buyer’s responsibility.
CPA will make every effort to ensure timed deliveries arrive promptly however can accept no liability if delays may occur.
No liability will attach to CPA in the event that unsuitable or unsafe sites for deliveries are damaged when delivery is made. The buyer accepts absolutely and will reimburse CPA for any damage occasioned to the vehicles used for delivery if such damage is caused by an unsuitable or unsafe site.
The delivery vehicle 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 his agents. In the event that such a vehicle move is requested and the driver agreed, the buyer will be responsible for any damage to the vehicle or site that may be caused. The driver of the vehicle delivering CPA products has total right of judgement on the safe discharge on any site.
For loose loads CPA allows the buyer 30 minutes free of charge in which to find a safe site and allow the vehicle to discharge its load unhindered. Delay exceeding 30 minutes and not of CPA’s making, will be charged at fifty pounds per hour or pro rata.
Goods requiring special appliances for unloading (e.g. a forklift truck) from the delivery vehicle are delivered only on the understanding that such appliances are made available by the buyer at the destination.
Pallets are sold as curb side deliveries only. Access allowing, the drivers will manoeuvre the pallets to the desired location but should access be prohibited, the customer accepts the the pallet will be left where it is safe. Pallets can not be delivered onto gravel or grass and a level hard standing surface must be provided.
Unless otherwise clearly stated, the disposal of the pallets carrying the goods are the customers responsibility. CPA Horticulture will not be able to collect the pallets.
All pallet deliveries are governed by the addditional terms and conditions as defined by the RHA Guidelines available for reference on their website at http://www.rha.uk.net
Claims based upon those defect of quantity, quality or condition which should be apparent upon reasonable examination, shall be made immediately known by fax, telephone or email to CPA and written confirmation despatched within three working days of arrival of the goods at the destination to which they have been consigned. In the event of no written complaint being made within the allocated time the buyer will be held to have accepted the material as satisfactory for his purpose.
While the company will make every effort to supply materials strictly in accordance with the quality and specification ordered, if any of the materials supplied are proved to be defective or not of the correct quality or specification ordered the company’s liability will be limited to the free replacement of materials shown to be unsatisfactory. In no circumstances will the company be liable for consequential loss of damage caused or arisen 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 used will not entitle the buyer to any claim in excess of the invoice price of the material supplied.
Property and Risk
The property in the goods supplied by CPA shall not pass to the buyer until CPA has received payment in full:
For the goods supplied
For all other goods the subject of any other contract between the seller and buyer which at the time of payment of the full price of the goods supplied have been delivered to the buyer, but not paid for in full.
Any goods supplied or to be supplied to the buyer shall nevertheless be at the buyers risk from the time when CPA notifies the buyer that the goods are available for collection or from the time of delivery whichever shall be earlier.
In the event that the buyer is in default of any payment to CPA or announces that it is ceasing to trade, suspends payment and/or notifies any of its creditors that it is unable to meet debts or that it is about to suspend payment of its debts or enter into a composition or arrangement which or makes assignment for the benefit of its creditors or a receiver is appointed to the buyers property or assets or any part thereof or that a court order is made or a resolution passed for the winding up of the buyer (being a limited company) except for the purposes of reconstruction or amalgamation or that the buyer commits any act of bankruptcy. CPA consents to the buyer’s possession of CPA’s goods shall cease and CPA shall be entitled forthwith to enter the buyer’s premises and to repossess its goods.
In the event that before the property in the goods has been passed to it the buyer resells the same, such resale shall be treated as a sale by the buyer as agent for CPA and the buyer shall be liable to account to CPA for the proceeds of all such sales. Upon paying all his indebtedness to CPA, the buyer shall be entitled to retain the balance if any of such proceeds as its agreed commission on the sale. The proceeds of sale of such goods by the buyer when acting as an agent for CPA shall be placed by the buyer into a separate bank account expressly for the benefit of CPA.
Without prejudice to the buyer’s continuing obligation to pay CPA for any goods he has resold prior to making such payment the buyer, if he does not receive the proceeds of such resale will if so requested by CPA transfers to CPA all rights of recovery he may have against the purchaser. CPA undertakes to account to the buyer any sums received from such sub purchase in excess of amounts due by the buyer to CPA.
In the event of the buyer failing to accept deliveries or failing to pay for the storage of the material (whichever is its duty under the contract) by the last day of the contract period otherwise than as a result of force majeure, the quantity not delivered against the mean contract quantity shall be deemed in default.
Sell the goods at the market price for the account of the buyer and may charge rent, interest on any other reasonable expenses and deduct these from any sum so realised prior to paying any balance over to or claiming from the buyer: or
Claim damages to be settled by arbitration, such damages not to exceed the differences between the contract price and the market price on the day of default, this being the day after the last day on which the contract could have been performed.
All goods will be quoted for and priced net, vat to be added at the rate prevailing at the date of the invoice when rendered.
Payment is due on the date shown on the invoice herein after referred to as the due date. If after the due date any amount due shall remain unpaid, CPA may, having so informed the buyer in writing and at their sole discretion, charges interest on the principal sum due to a maximum of 5% above the HSBC Bank plc base rate for the time being in force. If payments are not received by the due dates, then any discretionary discount that had been allowed and the full invoice price will be due.
Any option granted by CPA to the buyer under this clause whether expressed to be credit charge, interest or otherwise is granted without prejudice to CPA’s rights to demand immediate payment of the full or lesser amount together with any credit charges or interest incurred after the due date.
No variation of these payment terms shall be valid unless confirmed by CPA in writing.
Sales by Volume
It is understood that where CPA is supplying fragmented bark, wood particles or organic materials, such as green waste, the quantity supplied shall not be measured by weight, but by volume and variation by weight within normal commercial limits will not justify a complaint in respect of short fall in the delivery and no price reduction in respect thereof.
The volume supplied is measured at the point of loading according to a standard procedure, specific details of which are available from the company on request.
CPA will be entitled at any time to require a buyer to provide financial status and/or security for purchase price unpaid and in the event of a buyer being unable to provide suitable references and guarantees or security, CPA will be entitled to withdraw from any existing contracts without liability.
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, the seller shall be relieved of liabilities incurred under this contract wherever and to the extent of which the fulfilment of such obligations is prevented, frustrated or impeded as a consequence of any such event or by any statute rules, regulations, orders or requisitions issued by any government department, council or other duly constituted authority or from strikes, lock outs, breakdowns of plant, or any other causes (whether or not of a nature) beyond the sellers control.
The contract shall be governed by English Law.
All disputes, differences or questions at any time arising between the parties as to the construction of the contract or as to any matter or thin arising out of the contract or in anyway connected therewith shall be referred to the arbitration of a single arbitrator who shall be agreed between the parties or who failing such agreement shall be appointed at the request of either party by the National Chairman of the Horticultural Trades Association (HDA) costs of such arbitration to be met equally.