1. Interpretation
1. In these Conditions:

“BUYER” means the person who accepts a quotation of the Seller for the Goods and/or Services or whose order for the Goods and Services is accepted by the Seller.
“GOODS” means horticultural evergreen screens for indoor or outdoor use which the Seller is to supply in accordance with these Conditions.
“SELLER” means Hedera Screens Limited registered in England under number 06045102 whose registered office is at 6 Charter Point Way Ashby Park Ashby De La Zouch Leicestershire LE65 1NF.
“SERVICES” means any installation service which the Seller is to supply in accordance with these Conditions.
“CONDITIONS” means the standard terms and conditions 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.
“CONDUITS” means pipes, sewers, drains, mains, ducts, conduits, gutters, watercourses, wires, cables, laser optical fibres, data or impulse transmission, communication or reception systems channels, flues and all other conducting media--including any fixings, louvres, cowls, covers and any other ancillary apparatus--that are in, on, over or under the place of delivery..
“CONTRACT” means the contract for the purchase and sale of the Goods and Services.
“WRITING” includes telex, cable, facsimile transmission and comparable means of communication.

1. 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.
2. The headings in these Conditions are for convenience only and shall not affect their interpretation.

1. Basis of the Sale

2.1 The Seller shall sell and the Buyer shall purchase the Goods and Services 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 and Services unless confirmed by the Seller in Writing.   In entering into the Contract the Buyer acknowledges that it does not rely on 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 or use of Goods and Services 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 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 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed by the Seller or an authorised representative.

3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order submitted by the Buyer, and for giving the Seller any necessary information and special requirements relating to the Goods and Services within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.3 The quantity, quality and description of and 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).

3.4 The Seller reserves the right to make any changes in the specification of the Goods and Services which are required to conform with any applicable statutory or EC requirements which do not materially affect their quality or performance.

3.5 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 and Services
4.1 The price of the Goods shall be the Seller’s quoted price. All prices quoted are valid for 60 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.

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 and Services to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, transport, materials or other costs of manufacture or service supply), any change in delivery dates, quantities or specifications for the Goods and Services 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 The Buyer shall pay the price for Goods and Services upon completion /delivery of project, and the Seller shall be entitled to recover the price, notwithstanding that delivery or supply may not have taken place and the property in any Goods has not passed to the Buyer.  The time of payment of the price shall be of the essence of the Contract.  Receipts for payment will be issued only upon request.

5.2 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:
5.2.1 cancel the contract or suspend any further deliveries or supplies to the Buyer;
5.2.2 appropriate any payment made by the Buyer to such of the Goods and Services (or the goods or Services 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
5.2.3 charge a Buyer who is a consumer interest (both before and after any judgment) on the amount unpaid, at the rate of 4 per cent per annum above the Bank of England 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).
5.2.4 charge a Buyer who is not a consumer interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

6. Delivery/Supply
6.1 Delivery of the Goods shall be made by the Seller delivering the Goods to the agreed location and supply of the Services shall be made by the Seller supplying the Services to the Buyer at the agreed location.

6.2 Upon delivery of the Goods the Buyer shall notify the Seller of any Conduits which may affect the instillation of the Goods and the Seller shall not be liable for any loss or damage caused as a result of the Buyers failure to notify the Seller of such.

6.2 Upon delivery of the Goods the Buyer shall immediately notify the Seller of any Conduits which may affect the installation of the Goods and the Seller shall not be liable for any loss or damage caused as a result of the Buyer’s failure to notify the Seller of such and the Buyer shall indemnify and keep the Seller indemnified in full against all and any loss, cost and damage.

6.3 Where the Goods and Services are to be delivered in instalments, each supply shall constitute a separate contract and failure by the Seller to deliver 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 If the Seller fails to supply (or any instalment) 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) or similar goods to replace those not delivered over the price of the Goods and Services.

6.5 If the Buyer fails to take delivery of Goods or fails to give the Seller adequate instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

7. Risk and Property in Goods
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer 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 and Services 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, but shall be entitled to resell or use the Goods in the ordinary course of its business.

7.4 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.

7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies 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 Subject to the conditions set out below the Seller warrants that:-
8.1.1          the Goods will correspond with their specification and will be free from defects in material and workmanship at the time of supply;
8.1.2 the Services will be provided with all proper skill and care.

8.2 The above warranty is given by the Seller subject to the following conditions:
8.2.1 the Seller shall be under no liability in respect of any defect in the arising from any drawing, design, information, request or specification supplied by the Buyer;
8.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, disease, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair without the Seller’s approval;
8.2.3 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods and Services has not been paid by the due date for payment;
8.2.4 the above warranty does not extend to parts or materials or equipment  not produced by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.

8.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.

8.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or quality of Services or their failure to correspond with specification shall (whether or not supply is refused by the Buyer) be notified to the Seller within 2 days from the date of supply or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure.  If supply is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods and Services had been supplied in accordance with the Contract.

8.6 Where any valid claim in respect of any of the Goods or Services which is based on any defect in quality or condition or failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) or provide further Services free of charge or, at the Seller’s sole discretion, refund to the Buyer the price (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.

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 (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation, whatsoever (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 Goods and Services or their use or resale by the Buyer of the Goods or reliance on the Services, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price, except as expressly provided in these Conditions.

8.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or failure to perform, any of the Seller’s obligations, if the delay or failure was due to any cause beyond the Seller’s reasonable control.  Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
8.8.1 Act of God, explosion, flood, tempest, fire or accident;
8.8.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.8.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
8.8.4 import or export regulations or embargoes;
8.8.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
8.8.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
8.8.7 power failure or breakdown in machinery.

9. Insolvency of Buyer
9.1 This clause applies if:
9.1.1 the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or 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 and payable notwithstanding any previous agreement or arrangement to the contrary.

10. General
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 of the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

10.5 This Contract shall be governed by the laws of England, and the Buyer agrees to submit to the exclusive jurisdiction of the English courts.

11. Third Party Rights
11.1 For the avoidance of doubt these Conditions do not confer on any third party any benefits or rights.

12. Privacy Policy
The seller will not retain any financial data on file.

13. Returns Policy
There is a ‘non returns’ policy.  Once the product is planted it is the client’s responsibility to ensure it remains in good health.