Terms & Conditions Frank P Matthews LTD trees for life Terms and Conditions 1. STANDARD CONDITIONS Unless otherwise agreed by us in writing all orders shall be subject to these conditions which shall override any terms and conditions stipulated by the customer. The headings are for information only. 2. DELIVERY (i) Delivery shall be made at the place and in the manner agreed on acceptance of an order. We reserve the right to charge delivery on all orders. Any delivery costs will be confirmed prior to despatch. (ii) We will use our best endeavours to meet any agreed delivery date but this may not always be possible and we will not be liable for any loss or damage occasioned by any delay in delivery. (iii) The goods shall be at the sole risk of the customer from delivery, but the property in the goods shall not pass until full payment has been made by the customer. (iv) Where an order specifies delivery by instalments default by either party in respect of one instalment shall not unless we elect affect due performance as regards other instalments. (v) If the customer fails to accept any delivery when offered we will in addition to any other rights and remedies available to us be entitled to store the relevant goods at the customer’s risk and cost (including cold storage) and to payment of all sums which would have been due from the customer had the relevant goods been delivered. 3. GENERAL LIMITATIONS OF SELLERS LIABILITY (i) In the event of any breach of this contract by us the remedies of the customer shall be limited to damages. Under no circumstances shall our liability exceed the invoiced price of goods. (ii) Quantities delivered whether by instalments or not shall be deemed to comply with order unless we are notified of a shortage or excess within three days of delivery. (ii) We do not accept any consequential losses which may occur from the purchase and supply of any products. 4. PAYMENT (i) Payment shall be made 30 days from date of invoice. Thereafter an additional charge of 5% per month will be due on the amount outstanding and shall be payable in addition in the principal sum. (ii) Where goods are delivered by instalment each instalment shall be invoiced and paid for as if a delivery in performance of the separate contract. (iii) Without prejudice to any other right or remedy we may have if any payment remains unpaid after the due date we may withhold further deliveries until payment is made. (iv) The time stipulated for payment shall be of the essence of the Contract and any failure by the customer to pay for the goods delivered or for any one or more instalments delivered within the time stipulated may at our election be treated as a repudiation of the contract by the customer and shall entitle us to terminate the contract in respect of the whole or any part thereof which remains unperformed and to recover damage for breach of the contract. (v) Where a discount has been applied to a customer account in exchange for agreed conditions being met, failure by the customer to meet said conditions will result in abolition of said discount and full list price being charged. 5. FORCE MAJEURE Deliveries of goods may be wholly or partly suspended by us during any period when we are unable to supply stock through any circumstances beyond our reasonable control including strikes, lock outs, adverse weather, crop disease, crop failure and abnormal growth. If by reason of any such circumstances we cannot supply the total order for a particular variety or forms of tree or rootstock when we may allocate our available supply among all our customers on what we judge to be an equitable basis. Payment will be due pro rata to the contract price. During the suspension of deliveries the customer may after giving us notice in writing of his intention to be at liberty to purchase elsewhere at his own cost and risk goods to replace those of which deliveries are suspended. Irrespective of whether or not the customers makes such arrangements we shall not be under any liability arising out of our failure to deliver through circumstances beyond our control in the season for delivery nor shall we be obliged to deliver in any subsequent season. 6. CANCELLATION BY CUSTOMER Standard products Bareroot Products. For products which form part of our standard product ranges then a charge of 50% (at list price) will be levied should the order be cancelled if cancelled by 1st December in the season of delivery. If the order is cancelled after this date a 100% percent charge will be applicable. Container Grown Products. For products which form part of our standard product ranges then a charge of 50% (at list price) will be levied should the order be cancelled if cancelled by 1st March in the season of delivery. If the order is cancelled after this date a 100% percent charge will be applicable. Bespoke Products If a product is ordered that does not form part of our standard product range either by variety or by specification then a 100% cancellation charge will (inclusive of any deposit requested at the time of order) be levied if a cancellation is made at any time once production on the order has commenced. No cancellation charges will be levied if we can resell cancelled orders during our standard sales time or if we can utilize them effectively in house. We reserve the right to reduce these charges depending on the circumstances regarding the cancellation. If part of an order is cancelled then the above charges will only relate to the cancelled portion and the remainder of the order will stay in place. 7. SPECIAL TREATMENT Any treatment given to trees (including chemicals) on the customer’s instructions to control, increase or inhibit growth in any way will be carried out with the greatest care strictly in accordance with the manufacturers (chemicals) or advisors instructions and although every effort shall be made to obtain the benefit desired by the customer, the customer shall not be entitled to refuse to accept trees so treated and account of their failure to meet the specifications stipulated by the customer or unsuitability for any particular purpose whether or not that purpose was made known to us. Once any special treatment is applied to a product (chemical or physical) then the product is classed as bespoke (see above). 8. The contract shall be deemed to have been made in England shall be subject to the law in England. 9. If the customer at any time commits an act of Bankruptcy or has a receiving order or administration order made against him or makes a composition arrangement Conveyance of Assignment for the benefit of his creditors or purports to do so or being a Company goes into liquidation whether voluntary or otherwise (not being for the purpose of amalgamation or reconstruction) or has a receiver or manager appointed or if the customer suffers any execution legal or equitable to be levied upon his property or obtain against him we may without prejudice to any other rights or remedies:- (ii) Terminate the contract by notice in writing to the customer. (iii) Recover from the customer as damages any loss or damage suffered or cost or expense incurred by reason of such termination. 10. VARIETY CLONES & PRODUCT PERFORMANCE Although careful attention is given to selecting the best and correct propagation material we cannot accept responsibility for colour reversion or other variations from trueness to type. We offer no guarantee whatsoever regarding ongoing product performance. We cannot be held liable for any advice given in good faith and where Consultancy work has been charged for any claims are limited to a maximum of the original fee. 11. HEALTH STATUS During the production cycle of trees on our nursery and that of contract nurseries all care and attention is given to the avoidance of infection from virus and disease. We cannot be held responsible for incidences or virus and disease that are observed after delivery unless notified within 3 days of delivery date. 12. PLANT BREEDERS RIGHTS Varieties which are subject to royalty charges are registered for Plant Breeders Rights (please see variety information). These may only be propagated by licensees of these particular varieties and customers receiving trees are obligated not to supply propagation material to any third party by sale or gift without prior permission from our nursery or the owner of said variety in writing. 13. PRICING Stock lists and other pricing information are correct at the time of printing but may change at any time. 14. VAT All prices are exclusive of VAT. Please note that VAT is NOT chargeable on fruit trees, soft fruit, fruit budwood and graftwood and most fruiting Malus crab apples. Our VAT registration number is GB 135033311 15. MINIMUM QUANTITIES Orders of £1000 and over can be processed through our wholesale office, smaller orders are usually handled by our Tree Shop. 16. SPECIAL PROPAGATION This service is offered under the condition that we are not responsible either for the success of the special propagation (cuttings, budding or grafting) whilst in the nursery or for the resulting successful establishment and satisfactory growth of the trees after delivery or collection by the customer. These terms and conditions may be updated at any point.