Terms and conditions of use

1. Definitions

1.1 "The Buyer" shall mean the person who buys or agrees to buy the Goods from the Seller

1.2 "Conditions" shall mean the terms and conditions of sale set out below and any special terms and conditions agreed in writing by the Seller

1.3 "Delivery Date" shall mean the date specified by the Seller when the Goods are to be or are estimated to be delivered

1.4 "Goods" shall mean the Goods which the Buyer has agreed to buy from the Seller

1.5 "Price" means the Price for the Goods excluding any VAT payable in respect of the Goods, and any carriage, freight, insurance and any special packing costs payable by the Buyer to the Seller

1.6 "The Seller" shall mean Macfarlanes Gardens, Boyington Lane,Swingfield,Dover, CT15 7HT

1.7 "VAT" shall mean Value Added Tax or any tax of a like or similar nature

2. Conditions

2.1 These conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms and conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document

2.2 All orders for Goods by the Buyer shall be deemed to be an offer by the Buyer to buy the Goods pursuant to these Conditions

2.3 Any variation to these Conditions shall be ineffective unless agreed in writing by an authorised representative of the Seller

3. The Price and Payment

3.1 The Price shall be the Seller's quoted price, or the price agreed in writing by the Seller, if different

3.2 The Price shall be exclusive of VAT which shall be due at the rate ruling as at the date of the Seller's invoice. The Price (unless otherwise agreed by the Seller in writing) shall also be exclusive of the cost of any special packaging requirements of the Buyer, insurance and carriage

3.3 The Seller reserves the right, in its absolute discretion to require payment prior to the despatch of the Goods, otherwise payment of the Price, VAT, any special packaging, insurance and carriage costs shall be paid by the Buyer to the Seller, within 30 days of the date of the Seller's invoice

3.4 The Buyer shall be liable to pay interest on any overdue invoices, at the rate of 12% per annum

3.5 Any quotation provided by the Seller, shall be valid for 30 days only

3.6 If the Buyer fails to make any payment on the due date, then without prejudice to any of the Seller's rights, the Seller may cancel any other subsisting contracts for the supply of any other goods to the Buyer

4. Goods

4.1 The quantity and description of the Goods shall be as set out in the Seller's quotation, or as otherwise agreed in writing by the Seller

4.2 The Seller may from time to time make changes in the specification of the Goods, which do not materially affect the quality or fitness for the purpose of the Goods

4.3 The Buyer shall take delivery of Goods tendered, notwithstanding that the quantity so delivered shall be either greater or less than the quantity purchased, provided that:-

a) Such discrepancy in quantity shall not exceed 5%; and

b) The Price shall be adjusted prorata to the discrepancy

4.4 The Seller shall be under no liability for any representations made in relation to the Goods, unless made or confirmed in writing by an authorised representative of the Seller, or unless contained in the Seller's authorised sales literature

5. Delivery of the Goods

5.1 The delivery of the Goods shall be made to the Buyer's address as stated in the Seller's invoice, or to such other address as may be agreed by the Seller. The Buyer shall make all arrangements necessary to take delivery of the Goods

5.2 The Seller shall be entitled to deliver the Goods in separate instalments

5.3 The Buyer shall be responsible for obtaining any necessary import licences, clearances, and other consents necessary for the purchase and delivery of the Goods together with any import duties which may be applicable in certain Countries

5.4 The Seller shall not be liable for any loss or damage whatever suffered by the Buyer, if

a) The Goods are delivered within 14 days of the Delivery Date; or

b) The Goods are delivered late due to any cause beyond the reasonable control of the Seller, including but not limited to inclement weather, strikes, industrial action, hostilities (whether war to be declared or not) and terrorist action

5.5 The Buyer shall be bound to accept delivery of the Goods and to pay for the Goods in full, if the Goods shall be delivered late, provided that delivery is tendered within a period of 1 month of the Delivery Date

5.6 Unless otherwise agreed in writing, the cost of carriage of the Goods, insurance of the Goods during transit, and of any special packaging requirements of the Buyer shall be the responsibility of the Buyer. If such costs shall be incurred by the Seller, they shall be reimbursed by the Buyer to the Seller, and shall be paid by the Buyer to the Seller, on the due date for payment of the Price

5.7 The Buyer shall be responsible for any damage caused to the Goods in transit or for loss of the Goods in transit

6 Acceptance of the Goods

6.1 The Buyer shall be deemed to have accepted the Goods if they are not rejected by the Buyer within 14 days of delivery

6.2 After acceptance of the Goods, the Buyer shall not be entitled to reject any goods which are not in accordance with the Contract

7 Title of the Goods

7.1 The Goods shall remain in the ownership of the Seller, until the Price, and any VAT, special packaging, insurance and carriage costs due from the Buyer to the Seller in respect of the Goods, has been paid in full

7.2 Notwithstanding that the Goods remain the property of the Seller, the Buyer may resell the Goods in the ordinary course of the Buyer's business at full market value. Until the property of the Goods passes from the Seller, the benefit of all rights to recover the price under any subsale by the Buyer, and entire proceeds of any subsale of the Goods, shall be held by the Buyer on trust for the Seller

7.3 The Seller shall be entitled to recover from the Buyer the Price of the Goods, plus VAT and any special packaging and carriage costs, notwithstanding that the property of the Goods has not passed from the Seller

7.4 Until such time as the property of the Goods passes from the Seller, the Buyer shall upon request by the Seller, delivery up to the Seller such of the Goods as have not been resold by the Buyer. If the Buyer fails to do so, the Seller shall be entitled to enter any premises owned, occupied or controlled by the Buyer, and repossess the Goods in question. On the making of such request the rights of the Buyer under clause 7.2 above shall cease

7.5 The Buyer shall not pledge, mortgage or in any way charge the Goods, until the Price of the Goods, and any VAT, special packaging and carriage costs, have all been paid to the Seller

7.6 The Buyer shall not request by the Seller, at any time when the Price of the Goods, and any VAT, special packaging and carriage costs, have not all been paid to the Seller, provide to the Seller all documentation relating to any subsales of the Goods effected by the Buyer. If the Buyer fails to do so, the Seller shall be entitled to enter any premises owned, occupied or controlled by the Buyer, and take away the documentation in question

7.7 The Buyer shall comply with all registration formalities required under local law,in relation to the reservation of title to the Goods in favour of the Seller

8. Limitation of the Remedies of the Buyer

8.1 The Seller shall be under no liability to the Buyer for any indirect or consequential loss or expense (including loss of profit) suffered by the Buyer arising out of any breach of contract by the Seller

8.2 Without prejudice to clause 8.1 or any other provision of these Conditions, under no circumstances shall the liability of the Seller in respect of any breach of contract by the Seller, exceed the Price of the Goods

8.3 The Buyer shall inspect the Goods within 14 days of delivery, and shall immediately notify the Seller of any alleged defect, shortage in quantity or damage. The Buyer shall not be entitled to make a claim against the Seller in respect of any defect, shortage or damage to the Goods which is reasonably apparent upon inspection of the Goods, and which is not notified by the Buyer to the Seller within 14 days of the date of delivery of the Goods. This time limit is (interalia) of importance in relation to the making of an insurance claim, in respect of any loss or damage to the Goods in transit

9. Proper law of Contract and Jurisdiction

9.1 The contract ("the contract") for the sale of Goods shall be subject to and governed by the law of England and Wales

9.2 All disputes arising out of the contract shall be subject to the exclusive jurisdiction of the Courts of England and Wales

10. Miscellaneous

10.1 In no case shall any trade mark other than those applied by the Seller be marked or applied in relation to the Goods

10.2 Any notice required to be served pursuant to the contract shall be in writing, and may be served at the last known business address of the receiving party. A notice may be sent by post, fax, e-mail or other relevant method of communication

10.3 The Seller may in it's discretion, cancel the contract in the event that any insolvency process or legal execution be exercised against the Buyer

10.4 All headings are for ease of reference only, and shall not affect the construction or interpretation of these Conditions

10.5 Any provision of these Conditions which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of these Conditions

10.6 No waiver or forbearance by the Seller in enforcing any of its rights under these Conditions shall prevent any further enforcement of it's rights for the future

10.7 The Seller shall not be liable for any breach of the contract committed by it due to war, strike, lockout, industrial action, fire, flood, drought, tempest or other events beyond its reasonable control