Boynton Bros & Hallam (Rankskill) Ltd – Terms and Conditions of Sale

 

1. Definitions

"Buyer" is the person, organisation or company who buys or agrees to buy the Goods and/or Services from the Seller.

"Conditions" these terms and conditions, as amended from time to time.

"Contract" the contract between the Seller and the Buyer for the supply of Goods and/or Services in accordance with these Conditions.

"Goods" the goods (or any part of them) set out in the Order.

"Order" the order placed by the Buyer for the supply of Goods , as set out in the email acknowledgement from the Seller.

"Seller" is Boynton Bros & Hallam (Ranskill) Ltd registered in England and Wales with Company Number 1376581  

"Writing" means postal correspondence, facsimile transmission or electronic mail.

 

2. Information about the Seller and Buyer's status

2.1 www.softmulch.co.uk is a website operated by the Seller, who is registered in England with its registered office at Access Road, Ranskill, Retford, Nottinghamshire, DN22 8LE.

2.2 By placing an Order through the Seller's website, the Buyer warrants that:

(a) they are legally capable of entering into binding contracts, whether on their own behalf or on behalf of their organisation or company; and

(b) they are at least 18 years old.

 

3. Basis of Contract

3.1 After placing an Order, the Buyer will receive an e-mail acknowledging receipt and details of the Order. All Orders are subject to acceptance by the Seller, who will confirm such acceptance to the Buyer via email. The Contract will only be formed when the Seller sends the Buyer a confirmation email.

3.2 The Order constitutes an offer by the Buyer to purchase Goods and/or Services from the Seller in accordance with these Conditions. The Buyer will also be subject to the terms and conditions of any online payment gateway or service that they may use to place an Order through the Seller's website.

3.3 The Buyer warrants and undertakes to the Seller that it has the legal right to use any information and/or documents (including any intellectual property rights) provided or supplied by the Buyer to the Seller, and agrees to indemnify the Seller and keep the Seller indemnified against any claims, costs, awards, damages, interest, penalties, expenses, and losses (which includes but is not limited to both direct and indirect loss suffered by the Seller including loss of profit) arising out of, whether directly or indirectly, the Buyer's breach of any intellectual property rights in any such information and/or documents.

3.4 These Conditions apply to the Contract at the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

 

4. Goods

4.1 The Seller reserves the right to make any changes to the specification of the Goods which are required to conform to any applicable statutory requirements (including EU requirements) and/or recommended practice, or which do not materially affect the quality or performance of the Goods.

4.2 If the Buyer requests any changes to the Goods , the Seller shall, within a reasonable time, provide a written estimate to the Buyer of:

(a) the likely time required to implement the change;

(b) any variations to the Seller's charges, included but not limited to the price, arising from the change; and

(c) any other impact of the change on the terms of the Contract.

 

5 Properties

5.1 The properties of our products are those that are expressly agreed in the contract or in our product descriptions, specifications and labelling. Public statements, recommendations or advertising statements by us do not constitute information regarding the properties and condition or regarding a form of use.

5.2 All sizes given are approximate. Whilst every effort is made to describe the colours as accurately as possible, it should be noted that variations are possible due to the nature of the product(which is recycled) and production processes involved.

 

6. Prices and Payments via website

6.1 The price of the Goods shall be as quoted on the Seller's website from time to time, except in cases of obvious error.

6.2 The Seller's website contains a number of Goods , and it is always possible that, despite the Seller's best efforts, some of the Goods listed may be incorrectly priced. The Seller is under no obligation to provide Goods at an incorrect (lower) price, even after it has sent a confirmation of Order email to the Buyer.

6.3 Where orders are placed through the website, Payments for all Goods must be made at the time the Order is placed, by credit or debit card. All prices quoted by the Seller are expressed in Pounds Sterling and are exclusive of Value Added Tax, which will be charged at the prevailing rate at the time of delivery.

6.4 Unless otherwise stated on the Seller's website or any individual written quotation, delivery will be chargeable as an additional item and a quotation provided at time of order.

6.5 The Seller reserves the right to adjust its prices from time to time, although this will not affect the price of Goods ordered prior to the price adjustments.

 

 

7 Prices and Payments – General

Where orders or requests are made outside of the website then such orders will be subject to individual quotation from the Seller and acceptance by the Buyer. In the event of a conflict of information, individual quotations shall take precedence over any website information 

The Standard Terms of Payment in Clause 11 shall apply subject to prior written agreement. The Buyer reserves the right to arrange alternative terms including but not limited to  payment in advance (against a pro-forma invoice). 

 

8. Title and Risk

8.1 The Risk in the Goods passes to the Buyer upon delivery. Title to the Goods remains vested in the Seller until such time as the Seller has received payment (being cleared funds) in full for the Goods whether forming part of another product or not,  

8.2 In such instances, any costs associated with collecting and recovering Goods back to their original standard will be chargeable to the Buyer 

 

9 Packaging

9.1 In principle all packaging is disposable packaging, is included in the price and non-returnable. In the event that deliveries are executed in returnable packaging, these shall be returned to the Seller within 30 days of delivery at the Buyers expense and risk, undamaged, emptied and in good clean condition.

 

10. Delivery

10.1 The Seller shall deliver the Goods to the location as set out in the Order or such other location as the parties may agree. Delivery of the Goods shall be deemed to be completed on the earlier of (i) arrival at the delivery location or (ii) the Seller putting the Order in storage in accordance with clause 10.6.

10.2 Any time or date of delivery stated in the Order is an estimate only and time of delivery is not of the essence. The Seller will however contact the Buyer to advise them if there is likely to be a delay, where possible. The Seller shall not be liable for any delay in delivery of the Goods if it is caused by any event beyond its reasonable control, or the Buyer's failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

10.3 For deliveries made using the Sellers own transport, the Buyer shall provide suitable equipment for the offloading of any delivery and shall use all reasonable endeavours to complete offloading within 60 minutes of arrival. The Seller reserves the right to submit an additional charge for waiting or standing time beyond the 60 minute duration.

10..4 Where delivery is made by a separate carrier the Seller is expected to comply with the Carriers requirements for off loading and to arrange and complete offloading in a timely manner.

10.5 The Seller shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by any event beyond its reasonable control, or the Buyer's failure to provide the Seller with adequate delivery instructions or any other relevant instructions relating to the supply of the Goods.

10.6 If the Buyer fails to accept or take delivery of the Goods within 10 days of the Seller notifying the Buyer that the Goods are ready for delivery, then except where such failure of delivery is due to any event beyond the reasonable control of the Buyer, or due to the Seller's failure to comply with its obligations under the Contract, the Seller shall be entitled to store the Goods until delivery takes place, and charge the Buyer for all related costs and expenses (including insurance).

10.7 If 20 days after the Seller notified the Buyer that the Goods were ready for delivery the Buyer had not accepted or taken delivery of them, the Seller may resell or otherwise dispose of part or whole of the Goods.

 

11. Complaints & Returns

11.1 Any damage is to be noted on the delivery note immediately upon receipt, recorded in writing and reported to the carrier. Where delivery is by the Seller’s transport, the Buyer must immediately advise by telephone and email.   Any complaints concerning for example damage in transit, defects and incorrect deliveries that are visible on proper inspection shall only be recognised if they are notified in writing within 7 days from the time of receiving the goods. Otherwise the goods are deemed to have been accepted

11.2 In the event of justified complaints, the Seller may choose to make either a rectification or price reduction. Cancellation shall be excluded. We will replace defective goods or offer a discount. Claims by the Buyer for damages that are based on a breach of our contractual or legal obligations due to minor negligence are expressly excluded as well as out liability for damage (including indirect ot consequential damage such as loss of profits). Claims by the Buyer for damages due to delay or non-performance are limited in their amount to the amount of the Purchase Price of the delayed or omitted part of the delivery, except in the case of gross negligence

11.3 No claim for goods lost or damaged in transit will be entertained by us unless

notification of the nature and extent of such a claim is received by us and the Carrier upon receipt of

delivery of damaged goods, or within 7 days of despatch in the event of loss. Our liability shall in no

circumstances exceed the invoiced value of the goods lost or damaged. Goods subject to claim, shall

be stored free of charge for inspection. They shall not be returned to nor accepted by us without

prior written consent.

 

11.4 In the event of justified complaints, the Seller may choose to make either a rectification or price reduction. Cancellation shall be excluded. We will replace defective goods or offer a discount. Claims by the Buyer for damages that are based on a breach of our contractual or legal obligations due to minor negligence are expressly excluded as well as out liability for damage (including indirect ot consequential damage such as loss of profits). Claims by the Buyer for damages due to delay or non-performance are limited in their amount to the amount of the Purchase Price of the delayed or omitted part of the delivery, except in the case of gross negligence

11.5 Returns of goods shall be accepted only after prior notification and approval by the Seller, If they are in good condition and in the original packaging. They will be credited up to a value of 80% of the invoiced amount. The credit note must be used within 12 months of issue. Cost of loading and transportation will be at the Buyers expense and is deductible from any agreed credit if arranged by the Seller.

12 Terms of Payment

12.1 Unless otherwise stated, our invoices are payable with 30 days nett. If payment is not received by the due date, the Seller has the right to reclaim the goods and to withhold any further deliveries including any that are on their way.

 

12.2 All rights are still reserved in the case of late payment

 

12.3 If the buyer is late in fulfilling his payment obligations, the Seller shall be entitled to charge interest on arrears in the amount of 4% above the applicable base rate of the Bank of England

 

12.4 Default in payment of any invoice shall entitle us to treat any outstanding

contracts between us and the Buyer as repudiated by the Buyer.

 

12.5 The seller may also revoke payment terms for deliveries that have already been made and is also entitled to withdraw from the contract forthwith

 

12.6 Unless otherwise stated, all prices exclude Value Added Tax and which will be chargeable and added to the Buyers invoice

 

13. Termination

13.1 Without limiting its other rights and remedies, each party may terminate the Contract with immediate effect by giving notice in Writing to the other party if the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or a petition is filed for their winding up, or an administrator is appointed over them, or they suspend, cease or threaten to suspend or cease to carry on all or a substantial part of their business, or being an individual is the subject of a bankruptcy order or petition.

13.2 Without limiting its other rights and remedies, the Seller may terminate the Contract with immediate effect by giving notice in Writing to the Buyer if the Buyer fails to pay any amounts due to the Seller under the Contract by the due date for payment.

 

14. Limitation of Liability

14.1 Nothing in these Conditions shall limit or exclude the Seller's liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation; and

14.2 Subject to clause 11.1, the Seller shall not be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the Contract.

14.3 The Seller's total liability to the Buyer in respect of all other losses arising under or in connection with the Contract caused by the Seller, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the price of the Order.

14.4 Except as set out in these Conditions, all warranties, conditions or other terms implied by statute or common law, are to the fullest extent permitted by law, excluded from the Contract.

 

15. General

15.1 Neither party shall at any time disclose to any person any confidential information concerning the business or affairs of the other party, except to those of its employees, agents, or sub- contractors as need to know such information for the purpose of meeting its obligations under the Contract, and that party shall ensure that such employees, agents, and sub-contractors are subject to the obligations of confidentiality set out in this clause. This clause shall survive termination of the Contract.

15.2 Any notice required to be given to a party in connection with the Contract shall be in Writing, and shall be delivered to the other party personally or sent by pre-paid first class post or recorded delivery to the address as set out in the Order. Any notice shall be deemed to have been received if delivered personally when left at such address, or if sent by pre-paid first class post or recorded delivery, on the second business day after posting.

15.3 The Seller may at any time assign, transfer, sub contract, or deal in any other manner with all or any of its rights under the Contract. The Buyer shall not, without the prior written consent of the Seller, assign, transfer, sub contract or deal in any other manner with all or any of its rights or obligations under the Contract.

15.4 A waiver of any rights under the Contract is only effective if it is in Writing, and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by the party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise.

15.5 If a court, or other competent authority, finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

15.6 Any person who is not a party to the Contract shall not have any right under or in connection with it.

15.7 Any variation to the Contract shall only be binding if agreed in Writing between the parties.

 

16  Force Majeure

16.1 If events and circumstances whose occurrence is beyond our control ( such as natural causes, war, labour disputes, lack of raw materials or energy supply, disruption to traffic or services, damage caused by fire or explosion or intervention from a statutory body) reduce  the availability of goods from the Seller, or if goods are not available from our suppliers, such that we are unable to fulfil our contractual obligations (while duly taking into account other internal or external delivery obligations) then we are (1) relieved from our contractual obligations for the duration of the disturbance and to the extent of its impact and (2) we are not obliged to source from third parties. Clause (1) shall also apply if the events and circumstances make the execution of the respective transaction economically disadvantageous.  

16.2 If these events last for more than 30 days the Seller shall be entitled to withdraw from the contract, in which case the Buyer does not have a right to compensation for damage

 

17.  Applicable Law

17.1 This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by English Law, and all parties consent to the exclusive jurisdiction of the English Courts in all matters regarding it.