(1) Introduction

These terms and conditions govern your use of our website; by using our website, you accept these terms and conditions in full. If you disagree with any part of these terms and conditions, do not use our website.

(2) Intellectual property rights

Unless otherwise stated, we or our licensors own the intellectual property rights in the website and material on the website. Subject to the licence below, all these intellectual property rights are reserved.

(3) Licence to use website

You may view, download for caching purposes only, and print pages from the website for your own personal use, subject to the restrictions below.

You must not:

(a) republish material from this website (including republication on another website);

(b) sell, rent or otherwise sub-license material on the website;

(c) reproduce, duplicate, copy or otherwise exploit material on our website for a commercial purpose;

(d) edit or otherwise modify any material on the website; or

(e) redistribute material from this website [except for content specifically and expressly made available for redistribution].

(4) Limitations of liability

The information on this website is provided free-of-charge, and you acknowledge that it would be unreasonable to hold us liable in respect of this website and the information on this website.

While we endeavour to ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we commit to ensuring that the website remains available or that the material on the website is kept up-to-date. To the maximum extent permitted by applicable law we exclude all representations, warranties and conditions (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill). Our liability is limited and excluded to the maximum extent permitted under applicable law. We will not be liable for any direct or indirect loss or damage arising under these terms and conditions or in connection with our website, whether arising in tort, contract, or otherwise. Without limiting the generality of the foregoing exclusion, we will not be liable for any loss of profit, contracts, business, goodwill, data, income, revenue or anticipated savings arising under terms and conditions or in connection with our website, whether direct or indirect, and whether arising in tort, contract, or otherwise. However, nothing in these terms and conditions shall exclude or limit our liability for fraud, for death or personal injury caused by our negligence, or for any other liability which cannot be excluded or limited under applicable law.

(5) Variation

We may revise these terms and conditions from time-to-time. Please check this page regularly to ensure you are familiar with the current version.

(6) Entire agreement

These terms and conditions, together with our privacy policy, constitute the entire agreement between you and us in relation to your use of our website, and supersede all previous agreements in respect of your use of this website.

(7) Law and jurisdiction

These terms and conditions will be governed by and construed in accordance with UK law, and any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of the United Kingdom.

Terms & Conditions - Sale 

TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS

The customer’s attention is drawn in particular to the provisions of clause 10.

1. INTERPRETATION

1.1 Definitions:

ScotPlants Direct incorporated and registered in Scotland with company number (689637) whose registered office is at Wheatfield Road, Dunnikier Business Park, Kirkcaldy, KY1 3PD together with any group company, any of its subsidiaries or holding companies from time to time, and any subsidiary of any holding company from time to time, including (but not limited to) ScotPlants Direct. Limited (689637), the Company’s international entities in France, Germany and Denmark. ScotPlants Direct Limited is a trading name of Glenmore Group Limited.

Business Day:  a day (other than a Saturday, Sunday or public holiday) when banks in Scotland are open for business.

Conditions:  the terms and conditions set out in this document.

Contract:  the contract between ScotPlants Direct and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer:  the person or firm who purchases the Goods from ScotPlants Direct.

Force Majeure Event:  an event or circumstance beyond a party’s reasonable control.

Goods:  the goods (or any part of them) ordered from Scotplants Direct.

Interpretation:

(a) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(b) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(c) a reference to writing or written includes emails.

1. BASIS OF CONTRACT

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

2.2 An order for the Goods constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the order for the Goods and any applicable specification of the Goods are complete and accurate.

2.3 The order for the Goods shall only be deemed to be accepted when ScotPlants Direct issues an acceptance of the order, at which point the Contract shall come into existence.

2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.5 Any samples, drawings, descriptive matter or advertising produced by ScotPlants Direct and any descriptions or illustrations contained in ScotPlants Direct’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.6 Any quotation for the Goods given by ScotPlants Direct shall not constitute an offer.

1. GOODS

ScotPlants Direct reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

1. DELIVERY 

4.1 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

4.2 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.

4.3 ScotPlants Direct shall not be liable for: (i) any failure to deliver the Goods; (ii) any delay in delivery of the Goods that is caused by a Force Majeure Event; or (iii) the Customer’s failure to provide ScotPlants Direct with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

1. QUALITY

5.1 Subject to clause 3, ScotPlants Direct warrants that on delivery and for the warranty period expressed to the Customer at any time before the Contract is entered into (“the warranty period”) the Goods shall:

(a) conform in all material respects with their description; and

(b) be free from material defects in design, material and workmanship.

5.2 Subject to clause 3, if:

(a) the Customer gives notice in writing to ScotPlants Direct within the warranty period that some or all of the Goods do not comply with the warranty set out in clause 1;

(b) ScotPlants Direct is given a reasonable opportunity of examining such Goods; and

(c) such Goods are returned to ScotPlants Direct’s place of business (at Scotplant Direct’s cost),

ScotPlants Direct shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3 ScotPlants Direct shall not be liable for the Goods’ failure to comply with the warranty set out in clause 1 in any of the following events:

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 2;

(b) the defect arises because the Customer failed to follow ScotPlants Direct’s instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

(c) the defect arises as a result of ScotPlants Direct following any specification supplied by the Customer;

(d) the Customer alters or repairs such Goods without the written consent of ScotPlants Direct;

(e) the Customer uses such Goods out with the ordinary course of good trade practice;

(f) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(g) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4 Except as provided in this clause 5, ScotPlants Direct shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 1.

(a) The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

(b) These Conditions shall apply to any repaired or replacement Goods supplied by ScotPlants Direct.

1. RETURN OF GOODS

6.1 Subject to clause 1, ScotPlants Direct reserves the right to refund the price of Goods in circumstances where there has been no breach of the warranty at clause 5.1 and the Customer has changed their mind in respect of the Goods.

6.2 Subject to clause 3, if:

(a) the Customer gives notice in writing to ScotPlants Direct within 30 days of the date of delivery of their wish to return to the Goods;

(b) ScotPlants Direct is given a reasonable opportunity of examining such Goods;

(c) the Customer returns all paperwork, including the order number and return authorisation number; and

(d) such Goods are returned to ScotPlants Direct’s place of business within 90 days of the date of delivery (at the Customer’s cost),

ScotPlants Direct shall, at its option, refund the price of the Goods less the ‘re-stocking charge’ set out at clause 6.4 below.

6.3 The Customer shall not be entitled to a refund of the price of Goods in any of the following events:

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 2;

(b) the Customer alters or repairs such Goods;

(c) the Customer uses such Goods out with the ordinary course of good trade practice;

(d) the Goods are not in a good or re-saleable condition; or

(e) the Goods differ from their description.

6.4 ScotPlants Direct is entitled to apply a ‘re-stocking charge’ against the price of the Goods, as follows:

(a) 10% of the price of the Goods returned shall be applied where the Goods are returned within 30 days of the date of delivery; and

(b) 25% of the total price of the Goods returned shall be applied where the Goods are returned between 31 and 90 days of the date of delivery.

1. TITLE AND RISK

7.1 The risk in the Goods shall pass to the Customer on completion of delivery.

7.2 Title to the Goods shall not pass to the Customer until ScotPlants Direct receives payment in full (in cash or cleared funds) for the Goods and any other goods that ScotPlants Direct has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.

7.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) if appropriate, store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as ScotPlants Direct’s property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods so far as possible;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d) notify ScotPlants Direct immediately if it becomes subject to any of the events listed in clause 1; and

(e) give ScotPlants Direct such information relating to the Goods as ScotPlants Direct may require from time to time.

7.4 Subject to clause 5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before ScotPlants Direct receives payment for the Goods. However, if the Customer resells the Goods before that time title to the Goods shall pass from ScotPlants Direct to the Customer immediately before the time at which resale by the Customer occurs.

7.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 1, then, without limiting any other right or remedy ScotPlants Direct may have:

(a) the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and

(b) ScotPlants Direct may at any time:

(i) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and

(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

1. PRICE AND PAYMENT

8.1 The price of the Goods shall be the price notified to the Customer at the time of acceptance of the order.

8.2 ScotPlants Direct may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond ScotPlants Direct’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), or quantities or types of Goods ordered; or

(c) any delay caused by any instructions of the Customer or failure of the Customer to give ScotPlants Direct adequate or accurate information or instructions.

8.3 The price of the Goods shall be specified together with any amounts in respect of value added tax (VAT). Any other applicable charges such as transport charges and any costs and charges for packaging and insurance shall also be specified on an invoice.

8.4 ScotPlants Direct may invoice the Customer for the Goods on or at any time after dispatch of the Goods.

8.5 Except where the Customer holds a credit account with ScotPlants Direct, payment will be made at the time of ordering the Goods. Where the customer holds a credit account, payment will be due on the last day of the month following the one in which the invoice is dated.   All payment dates shall be indicated on each invoice issued to the Customer.

8.6 Payment shall be made to the bank account nominated in writing by ScotPlants Dir