Terms & Conditions of Trade
The following contractual clauses form all contracts between Gro-Expert (“the Company “ ) and the Buyer.
1. Interpretation
“Buyer” means the person or entity which places a Purchase Order with the Company for the purchase of Goods in accordance with clause 3.
“Contract” means any contract between Company and the Buyer for the sale and purchase of Goods comprised of a Online Purchase Order and these terms and conditions.
“Delivery address” means the place specified in a Purchase Order for delivery of the Goods, the subject of that Purchase Order.
“Goods” means any goods which Company is to supply to the Buyer (including any of them or any part of them).
“Company” Gro-Expert.
“Order terms” has the meaning given in clause 3.1.
“Purchase order” means a document, containing all the necessary information in accordance with clause 3.4, submitted by the Buyer to Company to place an order for the purchase of Goods.
“Working Days” means a day other than Saturdays, Sundays and bank and public holidays.
1. Incorporation of Terms and Conditions
1.1 Every Contract formed between the Buyer and Company will only be on the terms set out in this document. All other terms and conditions including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order or similar document are expressly excluded.
1.2 No terms or conditions supplied by the Buyer will form part of any Contract.
1.3 The Buyer shall deal only with an authorized representative of the Company and the Buyer cannot rely on any representations, variations or promises made by any employee or agent of Company which are not subsequently confirmed by Company in writing.
2. Orders and Formation of Contract
Our website is solely for the sale of Goods in the UK & Republic of Ireland. We do not deliver outside of this area.
2.1 Following receipt of any enquiry from the Buyer the Company shall inform the Buyer as to:
(a) Company’s current price for the Goods specified on the website;
(b) The total quantity of Goods which Company is prepared to sell to the Buyer at the price specified; and
(c) The period of time during which Company is prepared to sell to the Buyer the volume of Goods specified at the price specified.
2.2 Company may revoke Order Terms at any time before despatch by giving notice to the Buyer.
Any such revocation shall be without prejudice to any Contracts already formed at the date of revocation.
2.3 An online order to purchase goods from us represents an offer from you. An offer to purchase is accepted when we send you an order verification confirming that we have despatched some or all of goods you have ordered. We must receive payment either by a credit or debit card or by PayPal. In the event that any errors have taken place, Gro-Expert reserves the right to revoke any order prior to despatch or delivery.
2.4 If the Buyer wishes to place an order with Company which does not comply with the applicable Order Terms, the Buyer may request modified Order Terms from Company to accommodate the Buyer’s requirements, which the Company may, in its absolute discretion, supply. Thereafter, if Company issues modified Order Terms, such modified Order Terms shall replace the Order Terms previously provided and the provisions of clause 3.1 above shall apply.
2.5 To place an order for Goods, the Buyer must submit an online Purchase Order containing the following information.
(a) The quantity of Goods which the Buyer wishes to purchase.
(b) The Delivery Address and contact details of the Buyer.
(c) Full payment details for the Goods the Buyer wishes to purchase.
The Buyer shall ensure that the details included in the Purchase Order are complete and accurate in all respects.
2.6 Non acceptance of order. Payment for Goods takes place when you place your order on our website. Where we are unable to accept your order, we will inform you of this and promptly arrange for you to be refunded. The refund may take a few days to reach you through our accounts procedures.
2.7 Non acceptance of order could be due the Goods being out of stock, unforeseen production problems, an error in the price or description of the product or because we are unable to meet the specified delivery times.
2.8 A Contract formed as set out above shall be binding on the parties and shall not be subject to change in any way by the Buyer.
3. Delivery
3.1 Gro-Expert or its delivery agent shall notify the Buyer by email when the contracted Goods are ready for delivery. We will deliver the Goods to you as soon as reasonably possible, usually within two working days.
3.2 The Company will not be held responsible for delays outside of its control. Any substantial delays will be notified to you as soon as possible and also provide you with a revised delivery date. Taking such action means that the Company will not be liable for such delays, however if there is a possibility of a substantial delay the buyer has the right to request to cancel the contract and receive a refund for any products paid for but not received.
3.2 Delivery of the Goods shall be made by a Company delivering the Goods to the Delivery Address.
3.3 Delivery of the Goods shall be accepted at any time of day. Company shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods, howsoever arising.
3.4 If no one is at the delivery address when the Goods are delivered, a note will be left informing you of how to rearrange delivery or collect the products from an alternative address or location.
3.5 If the Buyer fails to take delivery of the Goods on the date notified by Company then responsibility for the Goods will pass on to the Buyer and the Company shall be deemed to have fulfilled its obligations under the Contract and (without prejudice to its other rights).
3.6 The quantity of any consignment of Goods as recorded by Company upon dispatch from Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
3.7 Company shall not be liable for any non-delivery of Goods (even if caused by Company’s negligence) unless written notice is given to Company within five Working Days after the date when the Goods would in the ordinary course of events have been received (as determined under clause 4.1 below). A signature of qualified acceptance on a carrier’s delivery note shall not constitute written notice to Company for the purpose of this clause.
3.8 Company’s liability for Goods which it fails to deliver shall be limited to either an obligation to replace the Goods within a reasonable time or to issue a credit note at the pro rata Contract rate against any invoice raised for such Goods. The remedy provided under this clause 3.8 shall be at Company’s option.
4. Specification of the Goods
4.1 Company reserves the right to make any changes to the specification, design, materials used in production, or finished appearance of the Goods to the extent that the same may be required to conform with any applicable safety, regulatory or other statutory requirements or which do not, in Company’s sole opinion, materially affect their quality or performance.
4.2 Company reserves the right to fulfil an Order using a product other than the product requested by the Buyer provided that the replacement product conforms to a specification such that it will (in the sole opinion of Company) be a suitable and adequate replacement for the product requested.
5. Risk and Ownership of Goods
5.1 Risk of damage to, or loss of, the Goods shall pass to the Buyer at the time of delivery or, if the Buyer fails to take delivery of the Goods, the time when Company is deemed to have fulfilled its obligations under this Agreement, as set out in clause 3.5.
5.2 The Buyer shall be responsible for ensuring the security of the Goods from the time of delivery.
5.3 Notwithstanding risk in the Goods passing in accordance with clause 6.1, title in the Goods shall not pass to the Buyer until Company has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to Company from the Buyer on any account.
6. Price and Payment
6.1 The price for the Goods shall be the price set out on the website of the Compnay (as confirmed in the accepted Purchase Order) and includes the cost of delivery to a Delivery Address in mainland Great Britain (excluding Northern and Republic of Ireland). Delivery costs outside of mainland Great Britain will be clearly set out during the Order process and must be accepted by the Buyer before payment and is taken.
Company reserves the right to charge such additional premium to the Buyer). If the Delivery Address specified in a Purchase Order is outside mainland Great Britain then the Buyer shall pay such additional incremental delivery costs as Company may incur in delivering to that Delivery Address. Such additional delivery charges shall be charged and paid for at the same time as purchasing the Goods.
6.2 The price for the Goods is inclusive of any value added tax or any other applicable tax which the Buyer is required to pay.
6.3 No payment shall be deemed to have been received until Company has received cleared funds.
6.4 The Buyer shall make all payments due under this Contract without any deduction, set-off or counterclaim.
7. Quality
7.1 The Buyer shall inspect the Goods on delivery.
7.2 Company warrants that (subject to the other provisions of these terms and conditions) for 12 months from the date of delivery, the Goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1994.
7.3 Company shall not be liable for a breach of the warranty in clause 8.2 unless:
(a) The Buyer gives written notice of the defect in the Goods giving rise to such breach to Company within 30 days after:
(i) The date of delivery (where the defect would be apparent to the Buyer upon a reasonable inspection); or
(ii) The date when the Buyer knew or ought reasonably to have known of the defect (where the defect would not be apparent to the Buyer upon a reasonable inspection); and
(b) Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by Company) returns such Goods to Company’s place of business for the examination to take place there.
7.4 Company shall not be liable for a breach of the warranty in clause 8.2 if:
(a) The defect arises because the Buyer failed to follow Company’s oral or written instructions as to the storage, use or maintenance of the Goods or (if there are none) good trade practice; or
(b) The Buyer alters the Goods in any way without the written consent of Company; or
(c) The defect arises from fair wear and tear, wilful damage by the Buyer, negligence of the Buyer, abnormal working conditions or misuse of the Goods without Company’s approval.
7.5 If the Buyer makes a valid claim against Company based on a defect in the quality of the Goods, Company shall at its option replace such Goods (or the defective portion thereof) or refund the price of such Goods at the pro-rata Contract rate provided that, if Company so requests, the Buyer shall return the Goods or the part of such Goods which is defective to Company.
7.6 If Company complies with clause 7.5 it shall have no further liability for a breach of the warranty in clause 8.2 in respect of the quality of such Goods.
8. Limitation of Liability
8.1 Save as expressly set out in these terms and conditions, all warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the maximum extent permissible in law.
8.2 Nothing in these terms and conditions excludes or limits the liability of Company for fraud, fraudulent misrepresentation, or for death or personal injury caused by Company’s negligence.
8.3 Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or howsoever otherwise arising in connection with any Contract shall be limited to the total price paid by the Buyer for the Goods the subject of that Contract; and
8.4 Company shall not be liable to the Buyer for any type of special, indirect or consequential loss or damage arising in connection with any Contract, whether or not caused by the default or negligence of Company, its agents or sub-contractors.
9. Termination
9.1 The termination of a Contract howsoever arising shall be without prejudice to the rights and duties of either the Buyer or Company accrued prior to termination.
10. Force Majeure
10.1 Company shall not be liable for any failure to perform its obligations where any delay or failure to perform was due to the occurrence of an event or circumstance beyond Company’s reasonable control.
10.2 Should Company be prevented from delivering in the above circumstances, it shall give the Buyer written notice of this fact as soon as reasonably practicable after discovering it.
11. Instructions
11.1 The Buyer shall comply with all health and safety requirements concerning the Goods and take all reasonable steps to ensure the safe storage, handling transportation and use of the Goods having regard to the nature of the Goods. The Buyer should comply with all product literature supplied by Company concerning health and safety, storage, transportation, use and security matters. Should the Buyer require any further information or advice in connection with such matters, the Buyer should contact Company. It is the duty of the Buyer to inform all third parties who could come into contact with the Goods of all appropriate and relevant information in respect of both health and safety and the security of the Goods.
12. General
12.1 Each right or remedy of Company under each Contract is cumulative and shall be construed without prejudice to any other right or remedy of Company however arising.
12.2 Any provision of any Contract which is invalid or unenforceable (in whole or in part) shall be deemed severable (in whole or in part) and the other provisions of the Contract and the remainder of such provision shall not be affected.
12.3 No breach of any provision of these terms or conditions shall be waived or discharged except with the express written agreement of the parties.
12.4 The Ammonium Nitrate Materials (High Nitrogen Content) Safety Regulations 2003 form part of these terms and conditions.
13. Assignment
13.1 Company may assign the benefit of the Buyer‘s obligations and sub-contract any of its obligations under any Contract to any third party without the Buyer‘s consent.
13.2 The Buyer may not assign, license, sub-contract or transfer all or any of its rights under any Contract without the Company’s prior written consent.
14. Notices
14.1 Any communication given under or in connection with any Contract shall be in writing and shall be emailed or delivered personally or sent by pre-paid first class post (air mail if posted to or from a place outside the United Kingdom) to the Cmpany address for the attention of the Company Secretary.
15. Proper Law and Jurisdiction
The formation, construction, performance, validity and all aspects of each Contract are governed by English law and any dispute arising in connection with any Contract shall be subject to arbitration in accordance with clause 21 of the AIC Contract.
Under Consumer Law the Buyer has a 14 day period to change their mind. Gro-Expert abides by this law, however the Buyer is liable for any costs arising from return of Goods.