Terms and conditions
of Crews Hill Limited
these Conditions, the following definitions apply:
Business Day: a
day (other than a Saturday, Sunday or public holiday) when banks in London are
open for business.
terms and conditions set out in this document as amended from time to time in
accordance with clause 11.6.
contract between the Supplier and the Customer for the sale and purchase of the
Goods in accordance with these Conditions.
person or firm who purchases the Goods from the Supplier.
Force Majeure Event: has
the meaning given in clause 10.
goods (or any part of them) set out in the Order or the Special Order .
Indemnity: the Indemnity as set out at Schedule 1 of these terms and conditions
third party supplier who manufactures the Goods.
Non-Stock Items: goods
which are not ordinarily stocked at the Premises. These items can only be
ordered via a Special Order, and they are non-returnable and non-refundable.
Customer's order for the Goods, either written or verbal.
Premises: Cattlegate Road, Enfield, EN2 9DP
The Customer’s order for Non-Stock Items.
of Crews Hill Limited of Cattlegate Road, Enfield, EN2 9DP (registered in
England and Wales with company number 06393843).
surface layer of earth containing a dense growth of grass and its matted roots
1.2. Construction. In
these Conditions, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated
body (whether or not having separate legal personality).
reference to a party includes its personal representatives, successors or
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.
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.
reference to writing or written includes
faxes and e-mails.
2. 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. The Order or Special Order 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 or Special
Order submitted by the Customer are complete and accurate.
2.3. The Order or Special Order shall only be deemed to be
accepted when the Supplier communicates acceptance of the Order or
Special Order , at which point the Contract shall come into existence.
2.4. The Contract constitutes the entire agreement between the
parties. The Customer acknowledges that it has not relied on any statement,
promise, representation, assurance or warranty made or given by or on behalf of
the Supplier which is not set out in the Contract.
2.5. Any samples, drawings, descriptive matter, or advertising
produced by the Supplier and any descriptions or illustrations contained in the
Supplier's catalogues or brochures are produced for the sole purpose of giving
an approximate idea of the Goods described in them. They shall not form part of
the Contract or have any contractual force.
2.6. A quotation for the Goods given by the Supplier shall not
constitute an offer. A quotation shall only be valid for a period of 20
Business Days from its date of issue.
3.1. The Goods are described in the Manufacturer’s catalogue
/ the Supplier’s website.
3.2. To the extent that the Goods are to be manufactured and/or
ordered in accordance with an Order or a Special Order supplied by the
Customer, the Customer shall indemnify the Supplier against all liabilities,
costs, expenses, damages and losses (including any direct, indirect or
consequential losses, loss of profit, loss of reputation and all interest,
penalties and legal and other professional costs and expenses) suffered or
incurred by the Supplier in connection with any claim made against the Supplier
for actual or alleged infringement of a third party's rights arising out of or
in connection with an Order or Special Order. This clause 3.2 shall
survive termination of the Contract.
3.3. The Supplier reserves the right to amend an Order or a
Special Order if required by any applicable statutory or regulatory
3.4. The customer understands and will adhere to the safety
precautions for fertilisers and any chemical based products. The safety
precautions are as follows:
· Keep out of reach of children.
· Can be harmful if swallowed.
· Wear suitable protective clothing (gloves, face mask etc.)
· Wash hands after use.
· If swallowed seek medical advice immediately.
· Store in a cool dry place away from pets and foodstuffs.
· Avoid contact with eyes. In case of contact with eyes,
rinse immediately with plenty of water and seek medical advice.
· Use only in well ventilated areas.
· Dispose of packaging correctly. Do not allow substance to
enter water courses.
3.5. In terms of certain specific Goods, the Customer
understands and accepts that:
to the nature of composts, soils and mulches a degree of settlement and
compaction will occur.
supplier will not accept returns on certain specific goods, i.e. Turf, grass seed, cement.
customer fully understands that Turf is a perishable product which must be laid
on properly prepared ground within 8hrs of delivery/collection. Turf is a
living product therefore it is non-refundable and non-creditable.
(d) The customer is
aware that a Turf Order must be placed at least 24 hours prior to delivery.
(e) The customer is
aware that a Turf Order may be cancelled no later than 24 hours prior to
complaints about Turf must be made to the Supplier on the day of collection or
(g) It is the customer’s responsibility to maintain Turf after laying.
4.1. The Supplier shall deliver the Goods to the location set
out in the Order or the Special Order or such other location as the
parties may agree (Delivery Location) at any time after the Supplier notifies
the Customer that the Goods are ready, or
4.2. Delivery of the Goods shall be completed on the Goods'
arrival at the Delivery Location.
4.3. Any dates quoted for delivery are approximate only, and the
time of delivery is not of the essence. The Supplier shall not be liable for
any delay in delivery of the Goods that is caused by a Force Majeure Event or
the Customer's failure to provide the Supplier with adequate delivery
instructions or any other instructions that are relevant to the supply of the
4.4. If the Supplier fails to deliver the Goods, its liability
shall be limited to the costs and expenses incurred by the Customer in
obtaining replacement goods of similar description and quality in the cheapest
market available, less the price of the Goods. The Supplier shall have no
liability for any failure to deliver the Goods to the extent that such failure
is caused by a Force Majeure Event or the Customer's failure to provide the
Supplier with adequate delivery instructions or any other instructions that are
relevant to the supply of the Goods.
4.5. The Customer shall not be entitled to reject the Goods if
the Supplier delivers up to and including 5% more or less than the quantity of
4.6. The Supplier may deliver the Goods by instalments, which
shall be invoiced and paid for separately. Each instalment shall constitute a
separate Contract. Any delay in delivery or defect in an instalment shall not
entitle the Customer to cancel any other instalment.
4.7. The customer is aware that the company will charge for
delivery according to postal code. For more than one drop in the same postal
code an additional fee of £10 will apply, if additional drops are not in same
postal area as the first delivery then a full delivery charge will apply for
each additional delivery.
4.8. Delivery will be kerb or road side only. If the Customer requires
the Goods to be delivered to any place other than the kerb or roadside then the
Supplier accepts no liability for any damage to the Goods. If the Customer instructs
the Supplier to enter the Customer’s property then it is at the Customer’s own
risk. If a delivery is to be to a specified point and is achievable the
customer must ensure that the access can withstand the weight of 7.5 tonnes or
4.9. It is the Customer’s responsibility to find an appropriate delivery
point and to inform the Supplier at the earliest opportunity of any access
issues or vehicle requirements. A waiting fee of £100 plus VAT per hour
shall be charged to the Customer of the Supplier’s vehicle is delayed due to
any access difficulties which the Customer knew or ought reasonably to have
known about at any time prior to delivery.
4.10. The Supplier’s delivery vehicles will not drive across
fields or incomplete or untarmacked roads.
4.11. It is the Customer’s responsibility to ensure that the Delivery
Location is not subject to any loading/unloading/parking/waiting restrictions
e.g. red route, school entrance etc. The Supplier must be informed of any such
restrictions at the time of the Order. If the Delivery Location is subject to
any such restrictions then the Customer must sign an Indemnity in the prescribed
form contained at Schedule 1 (below) fully indemnifying the Supplier in
relation to any fees, fines, penalties, charges or any other type of loss incurred
during the delivery process as a result of the said restriction.
4.12. Subject to clause 4.11, if the Customer does not sign an
Indemnity in the prescribed form as set out at Schedule 1 and restrictions are
present at the Delivery Location then the Supplier shall deliver and off-load
the Goods at the closest location possible which is not subject to any such restrictions.
If delivery at an alternative location for any reason deemed by the Supplier
not to be possible, then the Supplier will not be able to complete the delivery
and the Goods will be returned to the Supplier’s premises. In the event of an
incomplete delivery for the reasons set out in clauses 4.11 and 4.12 the
Customer will in any event be liable for the agreed delivery charge. Once
the Goods have been returned to the Supplier’s premises the Customer may
the goods himself;
the delivery to an alternative location for which an additional delivery charge
the Order. Any such cancellation would be subject to clause 7 of these
terms and conditions.
5.1. The Supplier warrants that on delivery the Goods shall:
in all material respects with their description and any applicable
free from material defects in design, material and workmanship; and
of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
fit for any purpose held out by the Supplier.
5.2. Subject to clause 5.3, if:
Customer gives notice in writing to the Supplier within a reasonable time of
discovery that some or all of the Goods do not comply with the warranty set out
in clause 5.1;
Supplier is given a reasonable opportunity of examining such Goods; and
Customer (if asked to do so by the Supplier) returns such Goods to the
Supplier's place of business at the Customer's cost,
Supplier shall, at its option, replace the defective Goods, or refund the price
of the defective Goods in full.
5.3. The Supplier shall not be liable for Goods' failure to
comply with the warranty set out in clause 5.1 in
any of the following events:
Customer makes any further use of such Goods after giving notice in accordance
with clause 5.2;
defect arises because the Customer failed to follow the Supplier's oral or
written instructions as to the storage, commissioning, installation, use and
maintenance of the Goods or (if there are none) good trade practice regarding the
defect arises as a result of the Supplier following any Specification supplied
by the Customer;
Customer alters or repairs such Goods without the written consent of the
defect arises as a result of fair wear and tear, wilful damage, negligence, or
abnormal storage or working conditions; or
(f) the Goods differ from their description as a result of
changes made to ensure they comply with applicable statutory or regulatory
5.4. Except as provided in this clause 5, the Supplier shall have no liability to the Customer in
respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5. 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
5.6. These Conditions shall apply to any replacement Goods
supplied by the Supplier.
5.7. The Supplier shall not be liable for any difference between
Goods supplied by the Supplier and any similar sounding goods supplied by any
Supplier shall not be liable in relation to any Goods alleged to contravene
Section 14(2) of The Wildlife and Countryside Act 1981 or under Part 2 of the
Environmental Protection Act 1990 and the Customer should satisfy himself that
any Goods purchased from the Supplier comply with current UK law before implementing
and integrating them. Should any Goods be alleged to contravene the above Acts
then the Supplier must be permitted to inspect and to take any steps deemed
necessary in order to treat the said Goods. Clause 5.2 above is repeated in
6. TITLE AND RISK
6.1. The risk in the Goods shall pass to the Customer on
completion of delivery.
6.2. Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared
funds) for the Goods and any other goods that the Supplier 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.
6.3. Until title to the Goods has passed to the Customer, the
the Goods separately from all other goods held by the Customer so that they
remain readily identifiable as the Supplier's property;
remove, deface or obscure any identifying mark or packaging on or relating to
the Goods in satisfactory condition and keep them insured against all risks for
their full price from the date of delivery;
the Supplier immediately if it becomes subject to any of the events listed
in clause 8.2; and
the Supplier such information relating to the Goods as the Supplier may require
from time to time.
to clause 6.5, the Customer may
resell or use the Goods in the ordinary course of its business (but not
otherwise) before the Supplier receives payment for the Goods. However, if the
Customer resells the Goods before that time:
(a) it does so as
principal and not as the Supplier’s agent; and
(b) title to the
Goods shall pass from the Supplier to the Customer immediately before the time
at which resale by the Customer occurs.
6.5. If before title to the Goods passes to the Customer the
Customer becomes subject to any of the events listed in clause 8.2, then, without limiting any other right or remedy the
Supplier may have:
Customer's right to resell the Goods or use them in the ordinary course of its
business cease immediately; and
Supplier may at any time:
· require the Customer to deliver up all Goods in its
possession which have not been resold, or irrevocably incorporated into another
· 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
7. PRICE, PAYMENT AND CANCELLATIONS
7.1. The price of the Goods shall be the price set out in the Order
or the Special Order , or, if no price is quoted, the price set out in the
Supplier's published price list in force as at the date of delivery.
7.2. The Supplier may, by giving notice to the Customer at any
time up to 2 Business Days before delivery, increase the price of the Goods to
reflect any increase in the cost of the Goods that is due to:
factor beyond the Supplier's control (including foreign exchange fluctuations,
increases in taxes and duties, and increases in labour, materials and other
request by the Customer to change the delivery date(s), quantities or types of
Goods ordered, or the Specification; or
delay caused by any instructions of the Customer or failure of the Customer to
give the Supplier adequate or accurate information or instructions.
7.3. The price of the Goods is inclusive of the costs and
charges of packaging, insurance and transport of the Goods, which shall be
invoiced to the Customer.
7.4. The price of the Goods is inclusive of amounts in respect
of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice
from the Supplier, pay to the Supplier such additional amounts in respect of
VAT as are chargeable on the supply of the Goods.
7.5. The Supplier may invoice the Customer for the Goods on or
at any time after the completion of delivery.
7.6. Save for a Special Order which is to be paid upfront and is
non-refundable and non-returnable, the Customer shall pay the invoice in full
and in cleared funds within 20 Business Days of the date of the invoice.
Payment shall be made to the bank account nominated in writing by the Supplier.
Time of payment is of the essence.
7.7. If the Customer fails to make any payment due to the
Supplier under the Contract by the due date for payment, then the Customer
shall pay interest on the overdue amount at the rate of 4% per annum above the
Bank of England’s base rate from time to time. Such interest shall accrue on a
daily basis from the due date until actual payment of the overdue amount,
whether before or after judgment. The Customer shall pay the interest together
with the overdue amount.
7.8. The Customer shall pay all amounts due under the Contract
in full without any set-off, counterclaim, deduction or withholding (except for
any deduction or withholding required by law). The Supplier may at any time,
without limiting any other rights or remedies it may have, set off any amount
owing to it by the Customer against any amount payable by the Supplier to the
Orders must be paid for in full when placed.
7.10. If an Order other than a Special Order is cancelled before
it has despatched then a full refund will be made.
must be made prior to products being despatched. There must be at least 24
hours’ notice before an Order for Turf is cancelled. If insufficient time
is provided then the Customer shall be liable for the cost of the Turf in any
7.12. If for any reason the Customer will not accept delivery of
Turf or the Supplier is unable to deliver Turf due to any of the reasons given
at clauses 4.5 – 4.8 or 4.13 then Customer shall not be entitled to
require the Supplier to refund any sums paid by the Customer in respect of the Order
or the Special Order .
7.13. The Supplier shall be entitled to charge a handling fee calculated
as up to 40% of the cost of any returned Goods. If the Supplier has to collect
returned items then a collection fee will apply depending on the postal area.
All products being collected must be readily available in the original
packaging and in the same point of delivery to allow successful collection.
7.14. Any refund payable to the Customer shall only take place
following the Goods delivery to the Premises and any necessary subsequent
inspection of the Goods by the Supplier. Refunds will only be offered in
respect of Goods which are returned in a saleable condition within 30 days.
8. TERMINATION AND
8.1. If the Customer becomes subject to any of the events listed in clause 8.2, the Supplier may terminate the Contract with immediate
effect by giving written notice to the Customer.
8.2. For the purposes of clause 8.1, the relevant events are:
Customer suspends, or threatens to suspend, payment of its debts, or is unable
to pay its debts as they fall due or admits inability to pay its debts, or
(being a company or limited liability partnership) is deemed unable to pay its
debts within the meaning of section 123 of the Insolvency Act 1986, or (being
an individual) is deemed either unable to pay its debts or as having no
reasonable prospect of so doing, in either case, within the meaning of section
268 of the Insolvency Act 1986, or (being a partnership) has any partner to
whom any of the foregoing apply;
Customer commences negotiations with all or any class of its creditors with a
view to rescheduling any of its debts, or makes a proposal for or enters into
any compromise or arrangement with its creditors other than (where the Customer
is a company) where these events take place for the sole purpose of a scheme
for a solvent amalgamation of the Customer with one or more other companies or
the solvent reconstruction of the Customer;
a company) a petition is filed, a notice is given, a resolution is passed, or
an order is made, for or in connection with the winding up of the Customer,
other than for the sole purpose of a scheme for a solvent amalgamation of the
Customer with one or more other companies or the solvent reconstruction of the
a company) an application is made to court, or an order is made, for the
appointment of an administrator or if a notice of intention to appoint an
administrator is given or if an administrator is appointed over the Customer;
a company) the holder of a qualifying floating charge over the Customer's
assets has become entitled to appoint or has appointed an administrative
(f) a person becomes entitled to appoint a receiver over the
Customer's assets or a receiver is appointed over the Customer's assets;
an individual) the Customer is the subject of a bankruptcy petition or order;
creditor or encumbrancer of the Customer attaches or takes possession of, or a
distress, execution, sequestration or other such process is levied or enforced
on or sued against, the whole or any part of its assets and such attachment or
process is not discharged within 14 days;
(i) any event occurs, or proceeding is taken, with respect to
the Customer in any jurisdiction to which it is subject that has an effect
equivalent or similar to any of the events mentioned in clause 8.2(a) to clause 8.2(f) (inclusive);
(j) the Customer suspends, threatens to suspends, ceases or
threatens to cease to carry on all or a substantial part of its business;
(k) the Customer's financial position deteriorates to such an
extent that in the Supplier's opinion the Customer's capability to adequately
fulfil its obligations under the Contract has been placed in jeopardy; and
(l) (being an individual) the Customer dies or, by reason of
illness or incapacity (whether mental or physical), is incapable of managing
his or her own affairs or becomes a patient under any mental health legislation.
8.3. Without limiting its other rights or remedies, the Supplier
may suspend provision of the Goods under the Contract or any other contract
between the Customer and the Supplier if the Customer becomes subject to any of
the events listed in clause 8.2(a) to clause 8.2(l), or
the Supplier reasonably believes that the Customer is about to become subject
to any of them, or if the Customer fails to pay any amount due under this
Contract on the due date for payment.
8.4. On termination of the Contract for any reason the Customer
shall immediately pay to the Supplier all of the Supplier's outstanding unpaid
invoices and interest.
8.5. Termination of the Contract, however arising, shall not
affect any of the parties' rights, remedies, obligations and liabilities that
have accrued as at termination.
8.6. Clauses which expressly or by implication survive
termination of the Contract shall continue in full force and effect.
9. LIMITATION OF
9.1. Nothing in these Conditions shall limit or exclude the
Supplier's liability for:
or personal injury caused by its negligence, or the negligence of its
employees, agents or subcontractors (as applicable);
or fraudulent misrepresentation;
of the terms implied by section 12 of the Sale of Goods Act 1979;
products under the Consumer Protection Act 1987; or
matter in respect of which it would be unlawful for the Supplier to exclude or
Supplier shall under no circumstances whatever be liable to the Customer,
whether in contract, tort (including negligence), breach of statutory duty, or
otherwise, for any loss of profit, or any indirect or consequential loss
arising under or in connection with the Contract; and
Supplier's total liability to the Customer in respect of all other losses
arising under or in connection with the Contract, whether in contract, tort
(including negligence), breach of statutory duty, or otherwise, shall in no
circumstances exceed 20% of the price of the Goods;
customer is responsible for the security and insurance of their belongings
whilst at the Premises.
10. FORCE MAJEURE
10.1. Neither party shall be liable for any failure or delay in
performing its obligations under the Contract to the extent that such failure
or delay is caused by a Force Majeure Event. A Force Majeure Event means
any event beyond a party's reasonable control, which by its nature could not
have been foreseen, or, if it could have been foreseen, was unavoidable,
including strikes, lock-outs or other industrial disputes (whether involving
its own workforce or a third party's), failure of energy sources or transport
network, acts of God, war, terrorism, riot, civil commotion, interference by
civil or military authorities, national or international calamity, armed
conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical
or biological contamination, sonic boom, explosions, collapse of building
structures, fires, floods, storms, earthquakes, loss at sea, epidemics or
similar events, natural disasters or extreme adverse weather conditions, or
default of suppliers or subcontractors.
11.1. Assignment and other dealings.
Supplier may at any time assign, transfer, mortgage, charge, subcontract or
deal in any other manner with all or any of its rights or obligations under the
Customer may not assign, transfer, mortgage, charge, subcontract, declare a
trust over or deal in any other manner with any or all of its rights or
obligations under the Contract without the prior written consent of the
notice or other communication given to a party under or in connection with the Contract
shall be in writing, addressed to that party at its registered office (if it is
a company) or its principal place of business (in any other case) or such other
address as that party may have specified to the other party in writing in
accordance with this clause, and shall be delivered personally, sent by pre-paid
first class post or other next working day delivery service, commercial
courier, fax [or e-mail].
notice or other communication shall be deemed to have been received: if
delivered personally, when left at the address referred to in clause 11.2(a); if sent by pre-paid first class post or other next
working day delivery service, on the second Business Day after posting; if
delivered by commercial courier, on the date and at the time that the courier's
delivery receipt is signed; or, if sent by fax or e-mail, one Business Day
provisions of this clause shall not apply to the service of any proceedings or
other documents in any legal action.
any provision or part-provision of the Contract is or becomes invalid, illegal
or unenforceable, it shall be deemed modified to the minimum extent necessary
to make it valid, legal and enforceable. If such modification is not possible,
the relevant provision or part-provision shall be deemed deleted. Any
modification to or deletion of a provision or part-provision under this clause
shall not affect the validity and enforceability of the rest of the Contract.
one party gives notice to the other of the possibility that any provision or
part-provision of this Contract is invalid, illegal or unenforceable, the
parties shall negotiate in good faith to amend such provision so that, as
amended, it is legal, valid and enforceable, and, to the greatest extent possible,
achieves the intended commercial result of the original provision.
11.4. Waiver. A
waiver of any right or remedy under the Contract or law is only effective if
given in writing and shall not be deemed a waiver of any subsequent breach or
default. No failure or delay by a party to exercise any right or remedy
provided under the Contract or by law shall constitute a waiver of that or any
other right or remedy, nor shall it prevent or restrict the further exercise of
that or any other right or remedy. No single or partial exercise of such right
or remedy shall prevent or restrict the further exercise of that or any other
right or remedy.
11.5. Third party rights. A person who is not a
party to the Contract shall not have any rights to enforce its terms.
11.6. Variation. Except
as set out in these Conditions, no variation of the Contract, including the
introduction of any additional terms and conditions, shall be effective unless
it is in writing and signed by the Supplier.
11.7. Governing law. The
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, and construed in accordance with the law of England and
11.8. Jurisdiction. Each party irrevocably
agrees that the courts of England and Wales shall have exclusive jurisdiction
to settle any dispute or claim arising out of or in connection with this
Contract or its subject matter or formation (including non-contractual disputes