Green Roof Terms & Conditions
In these terms & conditions, “We”, “Us” or “Our” means Vital Earth Ltd, the seller; “You” or “Your” means the buyer being any person, firm or company that buys Our goods and/or services; “Contract” means the contract between You and Us for the sale and purchase of Our goods and/or services.
1. All Contracts will be on these terms to the exclusion of all other terms and no variation of them will be valid unless agreed in writing by Us.
2. Our quotations are valid for 30 days from the date that We issue them. The quantity and description of the goods and services shall be as set out in our quotation (if accepted by You) or Your order (if accepted by Us).
3. You must pay Us in full in sterling within 30 days from the date of Our invoice without any set-off, counter-claim, charge, withholding or other deduction. You must pay Us on time and We must have cleared funds. If not, We may cancel the Contract and suspend further deliveries of goods or performance of services to You until payment of all outstanding amounts is made in full.
4. If You are late in paying Us, in addition to any other remedy, We may claim interest from You under the Late Payment of Commercial Debts (Interest) Act 1998, and We may claim interest from You on any overdue amount at a rate of 1.5% per month above prevailing LIBOR calculated on a daily basis and compounded monthly.
5. All delivery and performance times and dates are estimates only and are not of the essence. "Delivery” means when the goods are loaded onto Our vehicle (or, if collected by You, Your vehicle) or when we perform the services, as appropriate.
6. If for the goods You (1) request that delivery be postponed or (2) refuse to accept delivery or (3) fail to give Us adequate delivery instructions, then (a) risk of damage to or loss of the goods will pass to You and (b) the goods will be deemed to have been delivered and (c) We may store the goods until actual delivery and charge You for all related costs including insurance for storage and (d) We may increase the price according to price lists applying at time of actual delivery and (e) We may sell the goods at the best price readily obtainable and charge You for any shortfall below the price under the Contract.
7. We reserve the right without notice to You to make any changes in the specifications of the goods which are required to conform with any applicable statutory or EU requirement or which do not materially affect their quality or performance.
8. We shall have no liability to You for non-delivery or shortfall in the quantity of goods delivered or poor performance of the services unless You write to tell Us within 48 hours from the time of delivery or performance.
9. We warrant that on delivery, the goods will be of satisfactory quality and free from any defects in workmanship or materials and that the services will be performed with reasonable care and skill. We give no other warranty to You in relation to the goods or services including (i) as to the appropriateness of the goods for Your intended purpose or (ii) as to the growth or performance of Your crops as a result of using the goods.
10. Other than the specification of the goods, information supplied on Our packaging is given for guidance only and We shall not be liable in respect of any loss or damage (including consequential loss) or any other liability whatsoever incurred by You as a result of usage of the goods which is inconsistent with that guidance or as a result of You following your own or independent advice.
11. You may request that the goods are to be manufactured or a process is to be applied to them by Us in accordance with a specification submitted in writing by You and agreed with Us. You shall indemnify Us and keep Us indemnified against all loss, damages, costs and expenses awarded against or incurred by Us in connection with any claim for infringement of any patent, copyright, design, trademark or other intellectual property rights which result from Our use of Your specification.
12. All quotations for or which include the transportation of goods are based upon safe and easy access of Our vehicles for delivery and collection of the goods. If We consider that safe and easy access is not available or any road or ground over which Our vehicles would have to travel is unsuitable, We reserve the right to refuse to deliver or collect. Should We incur extra costs in making delivery or collection by reason of unsatisfactory access or unsuitability of roads or ground, We shall be entitled to recover these costs as an increase to the quoted price.
13. If You claim that there is a defect in the quality or condition of the goods or the performance of the services, You must write to tell Us within 48 hours of delivery and, if You fail to do so, You shall not be entitled to reject the goods or services and shall be bound to pay the price. Where You comply with this condition and the goods or the performance of the services are defective, We shall, at our option, replace the defective goods or refund the price to You or re-perform the services, only.
14. Risk of loss, damage or deterioration in the goods shall pass to You when despatched from Our premises but You shall not own the goods until We have been paid in full for them, which means when we have received cleared funds for (a) the price of the goods and services and (b) all other sums due to Us by You on any account.
15. Subject to paragraph 16 below: Until You own the goods You must hold them on Our behalf (but without You owning them), keep them safe, insured and separate and identifiable from all of Your other goods. If You owe Us any monies on any account which are overdue, We may (in addition to any other rights We may have) enter any land or buildings where the goods are or may be stored to repossess them and You grant Us an irrevocable licence so to do. We shall also be entitled to seek an injunction to prevent You from selling, transferring or otherwise disposing of the goods.
16. You may resell the goods before You own them only where (a) that sale is in the ordinary course of your business at full market value and (b) it is a sale of Our property on Your own behalf, and You shall deal as principal when making such a sale.
17. We do not accept any liability to You or to others in connection with the contract for loss of profit, loss of business, depletion of goodwill, loss of opportunity, loss of data, loss of use, loss of contracts, loss of expected savings or interruption to your business ("Losses"). If however, we are found to be liable to You or to others for any of the Losses or for breach of contract, misrepresentation, misstatement or other tortious acts or omissions, including negligence, arising under or in connection with the Contract, Our maximum liability shall be the price paid by You to Us under the contract. If it is found that to limit our liability to this amount is unfair, then We shall only be liable to You for the matter described in this condition for up to the proceeds of any insurance policy paid to Us which provides cover in respect of any such liability and of which We have the benefit.
18. Nothing in these conditions excludes Our liability to You for fraudulent misrepresentation or for death or personal injury resulting from Our negligence.
19. We shall not be liable to You or be deemed to be in breach of the contract by reason of any delay in performing or any failure to perform any of Our obligations in relation to the goods or services, if any delay or failure was due to any cause beyond Our reasonable control.
20. In the event that You make any voluntary arrangement with Your creditors or become subject to an administration order or go into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or an encumbrancer takes possession, or a receiver is appointed, over any of Your property or assets; or You cease or threaten to cease, to carry on business or any other Insolvency Proceedings as defined by the Insolvency Rules 1986 are commenced; then, without prejudice to any other right or remedy available to Us, We shall be entitled to cancel the contract forthwith, 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 and We shall be entitled to immediate possession of the Goods.
21. Any notice to be given hereunder shall be in writing and shall be delivered by hand or sent by 1st class recorded delivery post or electronic mail (i) to Us at Blenheim Road, Airfield Industrial Estate, Ashbourne, Derbyshire DE6 1HA or such other address as is specified by Us and (ii) to You at Your registered office. Notices sent by post shall be deemed to have been received two business days after posting. Notices sent by electronic mail shall be deemed to have been received two working hours after transmission.
22. A person who is not a party to the contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
23. No waiver by Us or any breach of the contract by You shall be considered as a waiver of any subsequent breach of the same or any other provision and no failure to exercise or delay in exercising any right or remedy under the contract shall constitute a waiver of that right or remedy.
If any of these conditions is (or at any stage in the future becomes) invalid, illegal or cannot be enforced in law, it will not affect the other terms which will stay in force.
24. If there is a dispute between You and Us, we both agree that the Courts of England and Wales will be the only courts with the power to deal with the dispute and that English law will apply.