TERMS AND CONDITIONS OF SALE
These terms and conditions of sale apply to all orders that you place with us, whether the order is placed on the telephone, by post, by fax or email or on our website. Please make sure that you read these conditions carefully as they set out all the terms in relation to us supplying you goods. If you feel that these documents do not accurately reflect your understanding of what has been agreed, you should let us know so that any appropriate amendments can be made.
Definitions and interpretation
In these Conditions the following terms have the following meanings:
the terms and conditions of sale set out in this document;
any agreement between Us and You for the sale and purchase of the Goods incorporating these Conditions;
the address for delivery of the Goods detailed in the Order;
the date on which We estimate that the Goods will be delivered to the Delivery Address which will be no later than 14 days from the date that We receive Your Order, unless We inform You otherwise or unless otherwise stated in Our catalogue;
"Force Majeure Event"
an event which is beyond Our reasonable control and which may include but shall not be limited to: (1) acts of terrorism, insurrection, riots, civil unrest and military action; (2) the exercise of emergency powers by any local, regional or national governmental authority; (3) fire, flood, earthquake, storm and other natural disasters; (4) industrial action, strikes and lock-outs; (5) pandemic; (6) blockage
or embargo; and (7) the failure or delay of supplies of power, fuel, transport, equipment, telecommunications systems, Internet or other goods and/or services (including any third party materials);
the goods which We are to supply to You as agreed in the Contract;
England, Wales and the Scottish Lowlands but not including areas of the UK with postal codes: AB, BT, DD, IM, IV, KA, KY, PA, PH or the Isle of Wight;
any agreement between Us and You for the sale and purchase of Goods;
E.W. King & Co. Limited, a company registered in England and Wales with company number 162896 whose registered office is at Monks Farm, Coggeshall Road, Kelvedon, Colchester, Essex CO5 9PG;
the price for the Goods calculated in accordance with Our price list which is in force on the date that We accept Your Order;
any UK or EU legislation relating to the sale of seeds, as may be in force from time to time, including but not limited to the Plant Varieties and Seeds Act 1964;
Our website located at the url: www.kingsseeds.com and any other subdomains of the website and any other websites operated by Us;
all days other than Saturdays, Sundays and English public holidays; and
the customer who agrees to purchase the Goods from Us on these Conditions whose details are set out on the Order.
In these Conditions:
1.1.1 the headings are included only to help You read them and they have no affect on how the Conditions are constructed or interpreted;
1.1.2 the words "include", "includes", "including" and "included" will be construed without limitation unless inconsistent with the context;
1.1.3 any reference to a "clause" means a clause in these Conditions; and
any reference to a "party" means either You or Us depending on the context, and references to "parties" shall mean both of us.
Basis of sale
These Conditions apply to all Orders for the sale of Goods entered into by Us.
When You place an Order with Us, You agree to deal with Us on these Conditions, unless we specifically agree any other terms between ourselves which are confirmed in writing by Us. No other terms, conditions, warranties or representations will apply (whether they are found in any purchase order, confirmation of order, or any other document).
We may amend these Conditions at any time, for any reason, but if We do then We will inform You of the change and the new conditions will only apply to Orders made after that date. If either of us want to amend these Conditions in any other way then We must agree to it in writing, clearly stating which clause is to be varied and full details of what the variation is and we must both sign it.
You should not assume that, if You buy Goods from Us on more than one occasion, these Conditions will be the same for each purchase and You should read these Conditions carefully each time You buy Goods from Us.
You must not rely on any representations that are made to You by any of Our employees or agents unless We confirm them in writing. Under no circumstances will You be able to claim damages for or cancel or terminate the Order as a result of anything communicated to You in this way unless it was made fraudulently.
We will use Our reasonable efforts not to, but if we make any typographical, clerical or other error or omission in any sales literature, Quote, price list, catalogue, invoice or other document or information issued by Us, We will be entitled to correct the mistake without any liability on Our part.
Acceptance of Orders
You agree to purchase the Goods from Us and We agree to sell the Goods to You on the terms contained in these Conditions.
When You order Goods from Us this will be considered to be an offer by You to buy the Goods subject to these Conditions. These Conditions will then be binding on You.
The appearance of Goods in Our Catalogue and/or on the Website is an invitation to You to make an offer to purchase them by placing an Order with Us. We have the right to refuse any Order and it will not bind Us until We have accepted Your Order.
It is Your responsibility to make sure that the terms of Your Order are complete and accurate.
The supply of Goods is subject to availability. If We do not supply the Goods to You for any reason, We will not charge You for those Goods and We will refund any money already paid for them. However, We will not be responsible for compensating You for any other losses which You may suffer if We are unable to supply the Goods.
If You cancel Your Order, We will be entitled to recover from You any unavoidable losses that We suffer as a result of Your cancellation.
If You wish to change Your Order You must do so in writing to Us.
We shall not be obliged to accept any change, but if We do accept the change, We will be entitled to recover from You any unavoidable losses that We suffer as a result of the change and to alter the Delivery Date and the Price as a condition of accepting the change.
If You placed Your Order "at a distance" (without face to face contact with Us), including through Our catalogue or on Our Website You are entitled to:
4.4.1 cancel Your Order at any time during the 7 (seven) Working Days after the day on which Your Goods are delivered to You by writing to Us; and
4.4.2 receive a refund of any monies You have paid.
In the event that the Goods are delivered to You after cancellation has been received by Us then You shall return the Goods to Us as soon as reasonably practicable at Your own cost.
The quantity and description of the Goods shall be as set out in Your Order.
From time to time We may not be able to supply You with the exact Goods that You have ordered. In this case We may substitute goods that closely correspond to the Goods that You have ordered. If We do this, You shall be entitled to reject the substitute goods in accordance with clause 7 provided that You notify Us within three (3) days of delivery.
We will use Our reasonable efforts to deliver the Goods to You at the Delivery Address (provided that there is a safe and suitable route of access) on or around the Delivery Date.
Where the Delivery Address is outside of the EU, You will need to contact Us to discuss all the necessary documents and requirements for the export the Goods out of the UK and import them into the particular country You want them to be delivered to.
If You are unable to take delivery of the Goods on the date notified by Us, We may agree to postpone delivery subject to Your payment of any costs reasonably incurred by Us as a result of such postponement. If We are unable to agree an alternative delivery date with You, You will be required to provide Us with an alternative delivery address at which We can make delivery on the notified delivery date.
Defects and returns
If You discover that on delivery, the Goods have been damaged or more or less than the correct amount of Goods have been delivered then You shall notify Us within a reasonable time.
For damaged Goods We shall either arrange for collection or We may ask You to return the Goods to Us at Our expense. If Your claim that the Goods are damaged is valid then We will replace the Goods. If this is not possible, We will refund You for the defective Goods.
If You notify Us that less than the correct amount of Goods have been delivered, then We shall have a reasonable amount of time within which to investigate Your claim of short delivery. If We agree that less than the correct amount has been delivered to You then We shall arrange for the shortfall to be delivered to You or made available for collection by You within a reasonable period, or the difference in price credited to You.
If, by mistake, We deliver more Goods than You ordered then We will be entitled to come and collect those Goods or request that You deliver them back to Us at Our expense, or should you wish to purchase the extra Goods You shall notify Us that this is your intention and We shall invoice you accordingly.
Price and payment
You shall pay Us the Price for the Goods.
We shall be entitled to invoice You for all amounts due under the Order on placing the Order and for Goods ordered at Our Website or by telephone through Our catalogue payment shall be taken at the time the Order is placed.
The charges for delivery to a Delivery Address is in Mainland UK are set out on the order form overleaf.
If the Delivery Address is outside of Mainland UK, We shall be entitled to charge You for Our reasonable costs in transport, packaging and insurance (including any value added tax thereon). A quotation for such charges is available from Us upon request.
Except where We have informed You otherwise, the Price is exclusive of any applicable value added tax, which You must pay Us in addition to the Price (if applicable).
We reserve the right, by giving notice to You at any time before the Goods are delivered, to increase the Price to take account of any increase in the cost to Us of supplying You the Goods which is due to:
8.6.1 any factor beyond Our control (which may include, but is not limited to Force Majeure Events, changes in Our supply costs, exchange rate fluctuations and charges in import duties or levies);
8.6.2 any change in delivery dates or quantities for the Goods which You request; or
8.6.3 any delay caused by Your instructions or failure by You to give Us adequate information or instructions.
If on notification of the increase in Price You decide not to proceed with the Order then You are entitled to cancel the Order within a reasonable time of such notification and will be given a full refund of the Price, if it has already been paid.
Where payment is not made on placing the Order You shall make payment to Us in respect of all invoices in full by the end of the month following the calendar month in which the invoice is dated in full in pounds sterling (£) without any deduction.
All payments payable to Us under the Contract shall become due immediately on its termination despite any other provision.
Subject to clause 9.3, We warrant that:
9.1.1 We are legally entitled to sell the Goods to You;
9.1.2 the Goods will correspond with the description on the Order;
9.1.3 the Goods will be of reasonably satisfactory quality and fit for purpose; and
9.1.4 the Goods will comply with the Regulations.
In the event that the Goods do not conform with the Order You may:
9.2.1 reject the Goods and request repayment of the Price in full, provided such rejection is made within a reasonable time of delivery; or
9.2.2 claim compensation for any actual losses caused as a direct result of non-conformity; or
9.2.3 request replacement of the Goods.
We shall not, however, be liable for any indirect or unpredictable expense arising as a result of such non-conformity.
You accept and acknowledge and We do not make any warranties in respect of the following:
9.3.1 that the Goods will be free from any diseases undetected at the time of delivery, regardless of how they are transmitted; and
9.3.2 that We will be responsible in any way for the performance of any crop grown from the Goods.
In the event that the Goods do not conform to the Order You shall act reasonably when seeking redress and not incur any unnecessary costs. In particular You shall:
10.1 report any issues as soon as reasonably practicable;
10.2 look after the Goods with due care; and
10.3 store the Goods appropriately and in accordance with any instructions given by Us.
We shall not be liable where You have:
11.1.1 damaged the Goods through Your own activity or inactivity; or
11.1.2 misused the Goods and caused a defect (e.g. through incorrect storage).
Nothing in the Contract seeks to exclude or limit Our liability for:
11.2.1 death or personal injury caused by negligence; or
11.2.2 a breach of the warranties in clause 9.1.
Except under clause 11.2 neither of us will be liable to the other for any loss or damage suffered or incurred by the other in relation to the Contract unless it is as a result of negligence or, at the time the Contract was entered into, that loss was a reasonably foreseeable consequence of the breach or default in question.
Except under clause 11.2 Our total aggregate liability under each Contract (whether in contract, tort (including, but not limited to, negligence) or strict liability or otherwise howsoever arising) shall not exceed the total amount payable to Us by You under the Contract.
Ownership and risk
You will become the owner of the Goods only when We have received full payment of the Price and the Goods have been delivered to You at the Delivery Address.
The risk of loss of or damage to the Goods will pass to You upon delivery and You should insure the Goods from that time.
Laws and regulations
You shall comply with all laws and regulations relating to the ownership and use of the Goods including without limitation health and safety requirements, import and export control legislation and US re-export control legislation.
We shall be entitled to terminate the Contract immediately by notice in writing to You if:
14.1.1 You commit a serious breach of the Contract, or persistently repeat a breach of the Contract which You fail to remedy within 10 (ten) days of being required to do so by Us; or
14.1.2 You make an arrangement with or enter into a compromise with Your creditors, become the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, You are unable to pay Your debts or otherwise become insolvent or suffer or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere; or
14.1.3 You cease or threaten to cease to carry on business; or
14.1.4 there is at any time a material change in Your management, ownership or control; or
14.1.5 if We reasonably think that any of the events specified in clauses 14.1.2 to 14.1.4 is about to occur and We notify You accordingly.
If We terminate the Contract in line with clause 14.1 above then, We shall be entitled to cancel the Order or suspend any further deliveries to You under the Order.
Events beyond Our control
We will not be liable for any failure to perform Our obligations under the Contract to the extent that such failure is due to a Force Majeure Event. In such circumstances We may suspend performance of Our obligations until such time as We are able to perform them, including deferring the date of delivery or reducing the volume of the Goods ordered by You.
If any such suspension continues for a period in excess of one (1) month, You may cancel the Order and receive a full refund of all sums paid.
If You choose not to cancel the Order in accordance with clause 15.2 or if the suspension does not continue for a period in excess of one (1) month then We shall notify You of a new delivery date and the terms of clause 6 shall apply to this new delivery date as if that date were the original Delivery Date.
In addition to any remedies available to Us under the Contract We shall be entitled to pursue any other rights which We may have against You.
If at any time We have a claim against You and We do not pursue that claim quickly, it does not mean that We cannot pursue that claim when We are ready.
If a court decides that a part of these Conditions is not enforceable in law that does not mean that the rest of it is not enforceable.
Any notice or written communication required or permitted to be served on or given to either party under the Contract shall be delivered by hand or sent by recorded delivery mail to the other party at its address set out above or to such other address which it has been previously notified to the sending party and it shall be considered to have been given on the day of delivery.
The Contract is personal to You and You may not assign, transfer, sub-contract or otherwise part with the Order or any right or obligation under it without Our prior written consent.
The parties to these Conditions do not intend that any term of these Conditions shall be enforceable by any person other than Us or You by virtue of the Contracts (Rights of Third Parties) Act 1999.
Any reference in these Conditions to any statute, law, statutory instrument, enactment, order, regulation or other similar instrument having the force of law shall be considered to include any lawful amendment, re-enactment, extension, replacement, modification, consolidation and/or repeal of it.
If things go wrong and there is a dispute, English law will apply to the Contract and We accept the jurisdiction of the courts of England. Any proceedings that You bring against Us shall be brought in the English courts, however We may take proceedings against You in another court of competent jurisdiction if We choose to do so.
These Conditions do not affect Your statutory rights.
All prices in this catalogue will remain in force until 31sth August 2014 and include V.A.T. where appropriate. We reserve the right to revise these prices in the event of matters outside our control.
Orders for delivery to mainland England, Wales and the Scottish lowlands, please add:
£1.50 for seeds and sundries
£3.50 for potatoes and fruit plants
For post code areas: AB, BT, DD, IM, IV, KA, KW, KY, PA, PH and the Isle of Wight
£3.50 for seeds and sundries
£12.95 for potatoes and fruit plants
For EU countries please add £3.50 for seeds and sundries.
For Rest of the World please add £10.50 for seeds and sundries.
Unfortunately we are unable to send potatoes, and plants outside of the UK
Cheques and postal orders should be made payable to E W King &Co Ltd., and should accompany your order.
We also accept payment by Visa, Mastercard or Maestro. Please quote number, expiry date, issue number (if applicable) and full name as shown on card, with the last three digits of your security code located on the signature strip.
Unfortunately we are unable to accept gift vouchers through our website.
We will endeavour wherever possible to supply all items as listed in this catalogue. Should circumstances prevent us from doing this, we will send the best possible alternative or a refund/credit if there is no available alternative.
If you do not wish to receive substitutes please specify in the order notes during checkout.
All orders will be despatched within 14 days of receipt unless stated otherwise. Fruits, Potatoes and Trees will be delivered separately and at the times stated within our catalogue.
Special terms are available for gardening clubs and societies.
we will be accepted in sterling by cash, cheque, Visa, Mastercard or Maestro.
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