Capital Garden Products Ltd. Terms and Conditions of Sale.

1 The Parties.

a) In this agreement the expression “the seller” shall mean Capital Garden Products Ltd of Gibbs Reed Barn, Ticehurst, E Sussex, TN5 7HE, or any subsidiary company or agent authorised by them and the expression “the buyer” shall mean the other party to this agreement whether a person or persons, firm or co-operation.

b) “The goods” means all products supplied by “the seller” to “the buyer”.

2 Variation of conditions

Any variation of these conditions in any document of the buyer shall apply only if accepted in writing by the seller.

3 General

These conditions of sale should be read in conjunction with any special conditions included in any correspondence between seller and buyer.

Any complaints about the goods supplied shall only be entertained by the company if made in writing within three days of delivery. For details on returns and delivery information please see the relevant policies.

4 Retention of title

a) The risks in the goods passes to the buyer on delivery (see clause 5) but the legal title in the goods remains vested in the seller and shall pass from the seller to the buyer upon full payment being made by the buyer of all sums due to the seller.

b) The buyer hereby authorises the seller, its employees, agents or authorised personnel to enter onto the buyers premises for the purpose of removing any goods which are the property of the seller and that prior to full payment the buyer must keep all such goods separate and identifiable for this purpose.

c) While any goods remain the property of the seller the buyer must insure therein not less than the full invoice price thereof and shall produce evidence of such insurance to the seller on demand.

d) Notwithstanding the provisions of clause 4a, if the buyer goes into liquidation either voluntary or compulsory, or has a receiver manager or administrator appointed of its business, then the sale price of all goods belonging to the seller shall immediately become due and owing whether or not 30 days have elapsed from the date of invoice.

f) Each sub-clause of this clause shall be a separate contract between the seller and buyer and enforceable as such notwithstanding that any other sub clause shall for whatever reason becomes unenforceable.

e) Nothing herein shall constitute the buyer as agent of the seller in respect of goods sold by the buyer which are still the property of the seller.

5 Consequential Loss

a) Subject as herein before mentioned, the seller will in all cases attempt to affect deliveries on time and to replace any defective goods promptly but it can in no circumstances accept any liability for consequential loss or damage suffered by the buyer as a result of delays.

b)The seller shall be under no liability to the buyer or to any other person in respect of the quality condition or description of the goods for loss or damage including consequential loss or damage however caused.

6 Specification alterations.

a) The seller has a policy of continuous improvements to its products  and reserves the right to alter the specifications of any goods without prior reference to the buyer, provided that the goods comply in all known respects with the buyers requirements. Such alterations shall not affect the validity of the contract provided that the goods do not materially alter their visual appearance or use.

7 Design

a) All designs remain the property of the seller.

b) The buyer is responsible for any claim of copying or passing off, by a third party, concerning a design presented by the buyer for manufacture by the seller or its associates.

c) Any design work or moulds produced by the seller in the completion of an order commissioned by the buyer remain the property of the seller unless otherwise agreed in writing prior to the completion of the order.

18 Disputes

a) Any dispute or difference of any kind whatsoever which arises or occurs between the parties in relation to any thing or matter arising under, out of or in connection with this agreement ( other than clause 5) shall be referred to arbitration under the arbitration rules of the chartered institute of arbitrators.