Thompson & Morgan Wholesale - Terms of Business

Expressions “the company”, “we”, “us”, “seller”, “T&M” refer to Thompson & Morgan (UK) Limited. The expressions “purchaser(s)”, “customer(s)” refer to persons, firms or companies contracting with the company for the purchase of its products.

Prices are in either Pounds sterling, Euro or US dollars and are based upon prevailing costs. We reserve the right to change prices without notice. Prices are for the quantity or unit as specified in the relevant price list or catalogue unless otherwise stated. VAT and sales tax will be applied at the prevailing rate where appropriate.

Shipping and Handling charges will be applied. These may vary according to size of order and the location of the customer. Individual charges will be applied to wholesale orders.

Limitation of Liability

a) The company believes that the description and characteristics of the products appearing in its catalogue are materially correct. However, all information whether contained in our catalogue or website or given by our staff relating to characteristics, periods of maturity or fitness for any particular purpose or otherwise relating to the performance of the product is given for general guidance only. Purchasers are advised that any such information given to them does not constitute a representation by the company as to these matters and should not be relied upon by the purchaser. Purchasers should satisfy themselves that any products which they order are of a type and performance satisfactory for their requirements and order such products at their own risk.

b) Seed and plant quality: in the event that any seeds or plants supplied do not comply with the terms of contract of sale or prove defective, whether as regards purity or germination or otherwise,          the company will, [subject to the purchaser providing at his own expense proof that the seeds or plants alleged not to have performed satisfactorily were in fact supplied by us and that they were sown and/or cultivated under suitable conditions, treated carefully and correctly throughout and subject only to conditions as were likely to produce a favourable crop], at its option replace the seeds or plants free of charge to the purchaser or will refund all payments made to us by the purchaser in respect of the defective seeds or plants and this will be the limit and complete extent of the company's obligation. No claims regarding germination can be accepted if made later than 60 days after delivery or 30 days from expected germination date [whichever is later]. No claims regarding quality of plants can be accepted if made later than 7 days after delivery. Seller accepts no liability whatsoever for any seed which has been repacked by the buyer.

c) Seeds or plants which we provide are intended only for use in or export to countries where their cultivation is permitted. It is the sole responsibility of the purchaser to ascertain and obey all laws, which apply to the possession and cultivation of any items listed in our catalogues or website, this includes plant irritation and toxicity. Please consult local, provisional and federal laws (including pertinent laws applied to your country) before placing an order. T&M does not assume any responsibility if customs or similar agencies confiscate seeds or plants. The risk of shipping falls on the customer.

d) For the avoidance of doubt, all liability whatsoever is excluded for any loss, expense or damage whether direct or consequential arising in any way whatsoever in connection with any products supplied by the company whether due to any failure in the performance of or any defect in any such products or otherwise save for the liability to replace or refund in b above. The price of all goods sold by us is based upon the foregoing limitations on our liability and would be much greater if a more extensive liability were required to be undertaken by us.

Minimum Order

The minimum order value will apply: please see the relevant price list. Each delivery or consignment shall stand as a separate contract.

Damage, Delay or Loss in Transit

It is the purchaser's responsibility to inspect goods carefully on arrival. If there is any sign of damage the purchaser should notify us immediately by phone or fax enabling us to pursue a claim with the carrier. In the event of non-arrival of goods within 14 days of order, please advise us enabling us time to follow up the matter within the carriers' normal terms of 28 days. Customers should not return products to us without first obtaining authorisation and shipping instructions.

Title and Risk

Until paid for in full, all goods supplied by us shall remain our property. Risk passes to the buyer on shipment of the goods. Any dispute which may arise to be settled by arbitration in accordance with the rules of the United Kingdom Agricultural Supply Trade Association Limited (UKASTA).

Crop Shortage

In the event of a product shortage we reserve the right to fulfil or pro-rate orders on a first come, first served basis or cancel the contract without liability to either party. In the event of cancellation, we will credit any payment already made by the customer.

Payment

Sterling, Euro and US Dollar online and faxed orders will require payment by credit or debit card which shall be debited on receipt of order to reserve the products. Orders by post may be accompanied by credit or debit card details or a cheque made payable to Thompson & Morgan (UK) Limited. We will accept cheques drawn in the following currencies: Sterling, Euro and US Dollars. [US and Canadian customers will be required to pay in US Dollars].

Credit Accounts

We will agree to consider credit facilities for larger customers. Credit accounts are due within 30 days of invoice and we reserve the right to charge interest on overdue accounts at 3% above the Bank of England base rate. We may refuse to execute new orders if overdue accounts remain outstanding. In the event that a customer (a) has a liquidator or receiver appointed in respect to any property or business undertaking, (b) announces that it has ceased or will be ceasing to trade, (c) notifies any creditor that it is unable to pay debts as they fall due, (d) calls or hold a meeting of creditors, (e) commits an act of bankruptcy or is adjudicated bankrupt or has an administration order made, (f) enters into any arrangements with its creditors or (g) suffers distress or execution to be levied on the buyer’s property, then not withstanding any previous arrangements for deferred settlement, all sums payable to us by the buyer shall become immediately due and we have the right (without prejudice to any right or remedy available to us) to cancel or suspend future deliveries.

Protection of Seller’s Rights

The customer agrees that seed or plants are sold for the express purpose of onward sale as seed or plants and NOT for seed crop multiplication. The buyer agrees to comply at all times with the requirements of the Plant Varieties and Seeds Act 1964 (as amended) in so far as they relate to the protection of the seller's Plant Breeder Rights in seeds and plants. The customer agrees that the products shall be supplied for its sole use. The customer agrees not to export the seed or plants from the territory in which the customer is resident. The customer agrees to indemnify the seller against any loss, damages and costs or expenses incurred by the seller arising from any non-compliance with these requirements. The customer agrees that they will ensure that their terms of sale protect the seller’s rights as detailed here, throughout the supply chain.

Acceptance of Terms

The giving or a sending of an order to us constitutes an acceptance of these terms by the purchaser. If the purchaser does not accept these terms, the goods must be returned forthwith.

These Terms and Conditions are governed by the laws of England and Wales. Copyright © Thompson & Morgan (Group) Ltd ALL RIGHTS RESERVED July 2012