Terms & Conditions

Talbot Farm Landscapes Limited (“TFL”)

Terms and Conditions of Supply
1. Basis of Contract

1.1 These are the terms and conditions of TFL. All services sold and all orders taken are subject to these conditions to the exclusion of any other terms and conditions. No variation of these conditions shall be of effect unless agreed by a director of TFL in

writing. No conditions of purchase or other conditions of general application of the customer shall apply to any services supplied by TFL.
1.2 Employees or agents of TFL are not authorised to make any representations concerning services unless confirmed by a director of TFL in writing. The customer acknowledges that they do not rely on any such representations, which are not so confirmed. Any advice or recommendation given by TFL or its employees or agents to the customer as to the storage, application, use or maintenance of goods supplied which is not confirmed by a partner in writing is followed or acted upon entirely at the customer’s own risk and accordingly TFL shall not be liable for any such advice or recommendation which is not so confirmed.
1.3 The quantity description and specification of any services shall be those set out in TFL’s quotation and TFL reserves the right to make any changes in the specification of the goods which do not materially affect their quality.

2. Price
2.1 All prices quoted are subject to alteration without notice up to the point at which an order is taken. Thereafter the price will remain fixed save that TFL reserves the right, by giving notice to the customer before delivery, to increase the price of its service to reflect any increases in the cost to TFL which is due to any factor beyond the control of TFL, any change in supply dates or specification for the service by the customer, or any
delay caused by any instructions of the customer or failure of the customer to give TFL adequate information or instructions.
2.2 Value Added Tax is not included in the price and will be charged separately. 
2.3 Charges quoted are for delivery of the services at the address of the order unless otherwise agreed by a director of TFL.

3. Payment
3.1 Payment terms are 28 days from invoice.

4. Credit Charge
4.1 A credit charge of 2% per month or part thereof will be raised on any accounts, which remain outstanding after the due date of payment. TFL also reserve the right to recover all debt collection costs and legal costs and disbursements from customers
whose accounts become overdue.

5. Cancellation
5.1 Orders may only be cancelled by the customer with the agreement in writing of a director of TFL and subject always to TFL’s reasonable administration costs in connection with the cancelled order being met by the customer.
5.2 If the customer has not given to TFL clear and unambiguous instructions for delivery of the services of [10] days after notification TFL may, at its absolute discretion cancel the order and send to the Customer an invoice which shall become payable immediately.

6. Service Delivery
6.1 TFL will endeavor at all times to deliver its ordered services within a reasonable time but time of delivery of service will not be the essence of the contract. Where, however, due to circumstances beyond their control, delivery of services is delayed, TFL will not be liable for any damages resulting. If for any reason TFL is unable to make a delivery of the whole of any part of the service ordered, the terms and conditions here set out will still apply to the part of the order completed, as they would have applied to the whole.

7. Warranty and Exclusion of Liability
7.1 TFL warrants that its services will correspond with the specification in the order and will be carried out in a prompt and efficient manner with reasonable skill and care and within a reasonable time subject always to the provisions of these terms and
conditions.
7.2 Once a customer has accepted services supplied by TFL, they will have no further liability for the services. A customer will be deemed to have accepted the goods unless within 3 days of supply, TFL have been informed in writing of any alleged defect and TFL shall have no liability to the customer. In any event, the limit of TFL liability will be to redo the effective works (subject to 7.3 below) or (at the discretion of TFL)
refund the customer for any defective services and will not extend to any direct or indirect special or consequential damage, expenses or loss of any other kind (including but not limited to crop loss).
7.3 TFL will not be responsible for any defects in the services arising from the improper treatment or maintenance by the customer or fair wear and tear, wllful damage, negligence, abnormal conditions or failure to follow TFL’s instructions.
7.4 Notwithstanding the provisions above, any liability arising to third parties or other risk in respect of goods sold will be for the customer’s account after supply.
7.5 The maximum liability of TFL to the customer shall be the price paid under the contract and TFL shall be under no liability if the total price for the services has not been paid by the due date for payment.
7.6 Subject as expressly provided in these terms and conditions and except where the services are supplied to a person as a consumer all warranties, conditions or others terms implied by statute or common law are excluded to the fullest extent permitted by law.
7.7 When a complaint regarding workmanship, materials or efficiency of the work has been received, should any investigational work reveal that the contractor’s work is good and materials satisfactory, then the cost of such investigation shall be borne by the customer.
7.8 Save insofar as exclusion of liability is made void or prohibited by law or the relevant damage or defect is caused by TFL or its employees TFL shall accept no liability whatsoever in the following cases:
(i) defects or damage caused by negligence of the customer;
(ii) defects or damage caused by circumstances beyond the control of TFL;
(iii) damage caused to cables, water, gas, electric mains or sewers, or any underground services, the existence and location and depth of which has not been disclosed to TFL at least seven days prior to the commencement of the services;
(iv) subsidence, heave, flooding or water pollution;
(v) damage caused by the spreading of soil on land adjacent to trenches and/or ditches;
(vi) damage or injury to livestock;
(vii) damage caused to crops arising out of execution of the work;
(viii) damage resulting from lopping or falling trees and/or hedgerows for access of machinery;
(ix) the failure of the drainage scheme, when completed, to provide any or any adequate drainage where such failure it attributable wholly or mainly to the design upon the basis of which the work was carried out, unless the design was that of TFL or his employee in which case TFL shall not be exempted from liability except where the scheme has been designed with the special aim of keeping costs as low as possible and the customer has  been warned in writing before entering into this contract, that the scheme might prove inadequate for his purposes;
(x) failure of mole drains due to heavy rain after moling;
(xi) failure of subsoiling due to heavy rain after subsoiling;
(xii) ditches slumping due to flooding or other cause beyond the control of TFL;
(xiii) subsidence of pipe systems due to land subsidence caused by underground workings or by heave due to peat swelling or drying;
(xiv) settlement of backfill over drains or gravel in sand slits unless a specific agreement has been agreed in writing by the contractor.

8. Frustration
If this contract or any part of it shall become impossible of performance or otherwise frustrated TFL shall be entitled to payment in full at the rates specified in the estimate in respect of work done and materials supplied up to the date on which frustration occurs or (as the case may be) a fair and reasonable proportion of the price stated in the estimate in respect of all work done and materials supplied up to the date thereof.

9. Indemnity
9.1 The customer shall indemnify TFL against all liability loss damage or cost incurred by TFL for reason of:
(i) any act or omission occurring in the course of the execution of the work or TFL’s compliance with its obligations hereunder insofar as such liability loss damage or cost has been caused by the negligence or fault of the customer or his officers, employees or agents; and
(ii) any claim made by any third party against TFL in the course of or arising from the execution of the work or any act or omission occurring in the course of TFL’s compliance with its obligations hereunder.
9.2 The customer shall take out at his expense such policy of insurance as may be sufficient and reasonably practicable to cover against the risk of liability under this clause and will permit TFL on request to inspect the policy taken out. If the customer is unable to obtain adequate insurance cover, he shall notify TFL accordingly.

10. Service Specification
Any advice and information given by TFL relating to the characteristics and suitability of its services for particular applications is for guidance only and accordingly no warranty in this regard is given, whether express or implied. Customers should satisfy themselves that any services ordered are suitable for its intended us, and they are welcome to inspect the growing turf at TFL for this purpose.

11. General
11.1 This clause applies if:
(a) the customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
(b) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the customer; or
(c) the customer ceases, or threatens to cease, to carry on business; or
(d) TFL reasonably apprehends that any of the events mentioned above is about to occur in relation to the customer and notifies the customer
accordingly.

If this clause applies then, without prejudice to any other right or remedy available to the TFL they shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the customer and if the goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11.2 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
11.3 No waiver by TFL of any breach of the contract by the customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.4 TFL shall not be liable to the customer or be deemed to be in breach of the contract by reason of any delay in performing, or failure to perform, any of their obligations in relation to the goods, if the delay or failure was due to any cause beyond TFL reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond their reasonable control:
(a) act of God, explosion, flood, tempest, fire or accident;
(b) war or threat of war, sabotage, insurrection, civil disturbance or requisition;
(c) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
(d) import or export regulations or embargoes;
(e) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of TFL or of a third party);
(f) difficulties in obtaining raw materials, labour, fuel, parts or machinery;
(g) power failure or breakdown in machinery.
11.5 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part of the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected.
11.6 Any dispute arising under or in connection with these conditions or the sale of the goods shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party, by the President for the time being of the Law Society of England and Wales.
11.7 The contract shall be governed by the laws of England, and the customer agrees to submit to the exclusive jurisdiction of the English courts