You acknowledge that all sales contemplated or concluded under these terms and conditions shall be on a business-to-business basis and that any goods or services purchased here-under are purchased for business purposes only.
These terms and conditions are conditional on you being a registered company or a public sector body or other organisation to which the Consumer Credit Act 1974 does not apply. If you are an individual, sole trader, small partnership (3 members or less) or an unincorporated association then we do not agree to be bound by these Terms of Sale and shall be under no obligation to provide any goods or services to you.
By following the onscreen prompts to place an Order (as defined below), you accept and agree to be bound by these terms and conditions. Each Order is an offer by you to buy the goods and services specified in the Order subject to these terms and conditions. Our Order process allows you to check and amend any errors before submitting your Order to us. Please check the Order carefully before submitting it to us. You are responsible for ensuring that your Order is complete and accurate.
1 ABOUT US
1.1 We are Personnel Hygiene Services Limited, trading as Greenleaf (we, us or our). We are registered in England and Wales under company number 00770813 and have our registered office at Block B, Western Industrial Estate, Caerphilly, CF83 1XH. Our VAT number is 9479023920.
2.1 In these Terms of Sale, the following definitions shall apply:
Commencement Date the date on which we send you the Order Confirmation;
Customer Cause any misuse, vandalism, incorrect environmental conditions (including incorrect temperature levels), mains electrical surges or failures or any other accidental, negligent or wilful damage of or to the Units;
Initial Period the period expiring 12 months from the Commencement Date;
Non-Routine Maintenance any unplanned maintenance that we are required to perform on the Units either as a result of:
(a) Customer Cause; or
(b) malfunction or component failure;
Order any offer made by you from time to time on the Site to purchase Units and/or Services (and Ordering shall be construed accordingly);
Order Confirmation any email confirmation that we send to you to accept an Order;
Payments the sums payable by you to us in respect of the Units and/or Services, as detailed in the Order Confirmation;
Services the delivery, collection, servicing and maintenance of the Units which are analogous to the supply of Units pursuant to these Terms of Sale, as detailed in the Order Confirmation (but not including Non-Routine Maintenance);
Site our website made available at the URL www.phsgreenleaf.co.uk;
Supplementary Charges the charges for any services provided by us which are not included within the scope of the Services, including Non-Routine Maintenance as calculated in accordance with our standard service charges and/or rate card at the time in force;
Units the plants, flowers, flower boxes, planters or such other goods, materials or equipment (or any substitute for such items) which we agree to supply to you in accordance with these Terms of Sale, as detailed in the Order Confirmation;
you or your the company or organisation named as the customer in the Order Confirmation;
2.2 In these Terms of Sale any reference to any legislation includes such legislation as amended, extended, consolidated or replaced from time to time.
3 OUR AGREEMENT
3.1 These terms and conditions together with any Order Confirmation (the Terms of Sale) set out the terms and conditions on which we supply the Units to you.
3.2 These Terms of Sale are the entire agreement between you and us in relation to its subject matter and apply to the exclusion of all other terms and conditions (including any terms and conditions implied by trade, custom, practice or course of dealing or which you purport to apply). You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms of Sale.
3.3 Please read these Terms of Sale carefully and make sure that you understand them before Ordering any Units from our Site.
3.4 These Terms of Sale shall commence on the Commencement Date and subject to the provisions for termination set out in it shall run for the Initial Period and then for consecutive periods each equivalent in time to the Initial Period (each an Extension Period).
3.5 By Ordering any of our Units through our Site:
3.5.1 you agree (subject to the provision of an Order Confirmation) to be bound by these Terms of Sale; and
3.5.2 you warrant and represent that:
(a) the person who provides the electronic signature or other method of acceptance required to submit an Order on the Site has the appropriate and necessary authority to bind you to these Terms of Sale; and
(b) you are a registered company in the United Kingdom (and not an individual, sole trader, small partnership (3 members or less) or an unincorporated association; or
(c) you are acting on behalf of a public sector body or other organisation to which the Consumer Credit Act 1974 does not apply.
4 PROVISION OF UNITS
4.1 In consideration of you making the Payments in full, we will supply the Units and/or Services to you in accordance with these Terms of Sale.
4.2 Any images of the Units on our Site are for illustrative purposes only. Although we have made every effort to display the Units accurately, the Units that we supply may vary from those images.
4.3 We warrant that on delivery the Units will:
4.3.1 subject to Clause 4.2, conform with their description;
4.3.2 be free from material defects in design, material and workmanship; and
4.3.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
4.4 We will endeavour to deliver the Units on the delivery dates specified in the Order Confirmation.
4.5 Except as expressly stated in these Terms of Sale, all conditions, warranties and representations which might be implied or incorporated into these Terms of Sale whether by statute, common law or otherwise are excluded from these Terms of Sale to the fullest extent permitted by law.
4.6 We shall be entitled at any time during normal business hours to enter your premises to inspect the Units to ensure the Units are maintained to a high commercial standard, by keeping the Units clean and cared for and watered where applicable.
4.7 The Units shall at all times remain our property, and you shall have no right, title or interest in or to the Units (save the right to possession and use of the Units subject to these Terms of Sale). The risk of loss, theft, damage or destruction of the Units shall pass to you on delivery. The Units shall remain at your sole risk during the time in which the Units are in your possession, custody or control until such time as the Units are collected by us.
4.8 Upon any fault occurring to the Units or if the Units become a health and safety hazard:
4.8.1 you must notify us as soon as possible and take such steps as are reasonably necessary to mitigate the effect of such fault or hazard; and
4.8.2 subject to Clauses 5.2 and 5.3 below, we will, as soon as reasonably practicable, take all proper steps to correct the fault at our own cost by either (at our option) repairing or replacing all or part of the Units.
5 PROVISION OF SERVICES
5.1 We warrant that we will perform the Services and Non-Routine Maintenance with reasonable care and skill.
5.2 During the provision of Services or Non-Routine Maintenance, we may remove all or part of the Units from your premises for the purpose of inspection, testing and maintenance of the Units.
5.3 We are not obliged to provide any Services or Non-Routine Maintenance at premises other than your business premises specified in the Order Confirmation (or as otherwise may be agreed in writing).
5.4 We are entitled at our absolute discretion to replace the Units from time to time with substitute goods of a substantially similar standard and specification to the Units.
6 INVOICE & PAYMENTS
6.1 We shall be entitled to invoice you annually in advance in respect of the Payments and monthly in arrears for any Supplementary Charges (unless otherwise agreed). You must make payment within 30 days of the date of an invoice without deduction, counterclaim or set-off. If you have chosen to pay the Payments as a direct debit then you must make the Payments in the instalment amounts and by the due date specified in the Order Confirmation. We may at our discretion change the amount, frequency and/or due date of any future direct debit Payments. We will notify you of any change to the direct debit Payments no less than 5 Working Days prior to the next Payment being debited from your account (or provide such other notice as may be agreed in writing).
6.2 We shall be entitled to vary the value of the Payments as follows:
6.2.1 at any time where performance of our obligations is made more onerous and/or more cost during the provision of the Units and/or Services as a result of new legislation or regulations or changes to existing legislation or regulations, including those which result in increases in National Insurance Contributions;
6.2.2 to take account of an increase in our operating costs, including (without limitation) costs arising from increases in fuel prices;
6.2.3 upon each anniversary of the Commencement Date by the average increase in inflation during the previous 12 month period as measured by an appropriate index (such index to be determined by us); and
6.2.4 at the beginning of the first Extension Period and upon each anniversary of the start of the first Extension Period (including upon all anniversaries during any subsequent Extension Periods) by a percentage increase applied at our discretion.
6.3 In the event that we are required to relocate or re-site the Units then we will be entitled to charge you a relocation charge as a Supplementary Charge.
6.4 Any congestion charges incurred by us during the delivery, installation or Service of any Units, will be passed on to you.
6.5 If you fail to pay any of the Payments or Supplementary Charges on the relevant payment due date specified in Clause 6.1 then, without prejudice to our other rights and remedies, we may:
6.5.1 suspend the delivery of the Units, Services and/or Non-Routine Maintenance until such time as the overdue sum is paid in full;
6.5.2 immediately collect any Units at your premises that relate to the non-payment of the Payment or Supplementary Charge; and/or
6.5.3 charge statutory interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.
6.6 All Payments and Supplementary Charges are exclusive of VAT. Where VAT is payable in respect of the Units, Services and/or Non-Routine Maintenance, you must pay us such additional amounts in respect of VAT at the prevailing rate at the same time as you pay the Payments and/or Supplementary Charges.
7 YOUR OBLIGATIONS
7.1 You agree and at all times undertake that you will:
7.1.1 allow us and our agents full, convenient and safe access to the Units during such hours as may be necessary to perform our obligations under these Terms of Sale;
7.1.2 not interfere with the Units (including attempting to repair, maintain, adjust or modify the Units) or remove any registration or other identifying marks from the Units;
7.1.3 not sell or offer for sale, lend, assign, pledge, underlet or otherwise deal with or part with possession of the Units and not to remove them from your premises without our prior written consent;
7.1.4 care for and operate the Units in accordance with all relevant instructions and so as to minimise the extent of any Non-Routine Maintenance required;
7.1.5 not connect the Units (other than with our prior written consent) to any other property and/or equipment;
7.1.6 promptly carry out such action to the Units as we may advise from time to time;
7.1.7 insure the Units throughout the Initial Period and any and all Extension Periods to their full replacement value with an insurer of repute against loss or damage by accident, fire and theft and other reasonable risks and hold on trust for us all insurance monies paid out under such policy (in the event of your default under this Clause, we shall be at liberty to effect such insurance as we think fit at your expense);
7.1.8 notify us immediately of any loss of or damage to the Units;
7.1.9 maintain suitable environmental conditions for the Units and make available water to us free of charge to enable us to water live plants at your premises. If live plant loss is caused by the interior temperature falling below 10o C / 50o F you will be liable to pay for the replacement plants and/or Units; and
7.1.10 not move the Units to unsuitable positions without our prior consent. If live plant loss is caused by such movement, you will be liable to pay for replacement plants and/or Units.
8.1 Either party may (without prejudice to its other rights and remedies) terminate these Terms of Sale with immediate effect by giving written notice to the other party, if the other party commits a material breach of any term of these Terms of Sale and (if such a breach is remediable) the other party fails to remedy that breach within 30 days of the party being notified in writing to do so.
8.2 We may (without prejudice to our other rights and remedies) immediately on written notice terminate these Terms of Sale (in whole or in part) if:
8.2.1 you fail to pay any amount due under these Terms of Sale on the due date for payment; and/or
8.2.2 you take any step or action in connection with you entering administration, liquidation or any composition with your creditors or if a liquidator, receiver or administrator is appointed over the whole or any part of its business or assets then; or
8.2.3 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business.
8.3 We may also terminate these Terms of Sale (in whole or in part) at any time and without cause by giving you 10 day’s prior written notice.
8.4 You may terminate these Terms of Sale (in whole or in part) by giving no less than 30 days prior notice in writing, such notice to expire at the end of the Initial Period or the then current Extension Period (as the case may be).
9 CONSEQUENCES OF TERMINATION
9.1 Upon termination or expiry of these Terms of Sale howsoever arising:
9.1.1 you shall (without prejudice to our other rights and remedies) pay to us on demand all arrears of Payments and any other sums due and payable under these Terms of Sale up to the date of termination;
9.1.2 we shall immediately cease performance of the Services and/or any Non-Routine Maintenance; and
9.1.3 you shall promptly (and in any event within 3 business days) make the Units available for collection. If you fail to make Units available for collection in accordance with this Clause we shall be entitled to charge Payments from the date of termination to the date on which the Units are collected.
9.2 Where any Units are attached to your premises, you will be solely responsible for the cost of restoring your premises back into their original condition.
9.3 If you terminate these Terms of Sale pursuant to Clause 8.4 or we terminate these Terms of Sale pursuant to Clauses 8.1 or 8.2 you shall (without prejudice to our other rights and remedies) pay to us the following sums by way of liquidated damages:
9.3.1 where the Units have been manufactured or customised to your own specification or requirements, a sum equal to 100% of the aggregate Payments which, but for termination, would have been payable from the date of termination up until expiry of the Initial Period or the then current Extension Period; or
9.3.2 in all other cases, a sum equal to 75% of the aggregate Payments which, but for termination, would have been payable from the date of termination up until expiry of the Initial Period or the then current Extension Period.
9.4 Where the Payments fluctuate from one payment date to the next, the sum due upon termination under Clause 9.3.2 above shall be calculated by averaging the Payments due from you from the Commencement Date up to the date of termination and multiplying such average by the number of payments which, but for termination, would have been payable up until the end of the Initial Period or the then current Extension Period.
10.1 Nothing in these Terms of Sale shall exclude or limit our liability for: (i) death or personal injury caused by our negligence; (ii) fraudulent misrepresentation; or (iii) any other liability which cannot be limited or excluded by applicable law.
10.2 Subject to Clause 10.1, we shall not be liable to you in any way (whether in contract, tort (including negligence) or otherwise) arising under or in connection with these Terms of Sale for any:
(i) loss of profits; (ii) loss of sales or business; (iii) business interruption; or (iv) any indirect, consequential or special loss or damage howsoever caused.
10.3 Our liability to you in contract, tort or otherwise for any damage, loss, liability, costs or expenses suffered or incurred by you or any other person arising directly or indirectly or in any manner howsoever out of the use or possession of the Units by you or such other person, the provision of any services under these Terms of Sale or otherwise shall be limited as follows:
10.3.1 our liability for loss or damage to buildings and fixtures and fittings caused by an act or omission by us, our agents, employees or sub-contractors shall not exceed £1,000,000 per incident; and
10.3.2 our liability for all other loss or damage suffered by you in any 12 month period and caused by an act or omission by us, our agents, employees or sub-contractors shall not exceed the total payments per annum set out overleaf (excluding any increases to such payments).
10.4 We shall not be liable or responsible for any delay or failure to comply with our obligations where the failure is caused by any act or event beyond our reasonable control.
10.5 Unless the law provides otherwise (and except as a result of a breach by us of its obligations under these Terms of Sale or our negligence or where us is otherwise liable at law for such damage, loss, liability or expenses) and without prejudice to our other rights and remedies, you shall fully indemnify us and keep us indemnified against all and any of the following:
10.5.1 any loss or damage to the Units, howsoever arising, including any loss or damage which is not recoverable under the policy of insurance referred to in Clause 7.1.7 above (including where you has failed to take out such a policy of insurance);
10.5.2 any and all damage, loss, liability or expenses which us may suffer or incur as a result of a claim by a third party; and
10.5.3 all costs and expenses (including enquiry agents, debt collection agents and legal costs on a full indemnity basis) incurred or sustained by us in enforcing any of the terms of these Terms of Sale.
11 SERVICE OF NOTICES
11.1 Any notice required or permitted to be given under these Terms of Sale shall be deemed to have been validly given if served personally upon that party or if sent by first class prepaid post or sent by e-mail to the address of that party at its registered office.
11.2 Any notice or other information sent by first class prepaid post shall be deemed to have been received by the other party within 48 hours after the date of posting. Any notice or other information sent by e-mail shall be deemed to have been received by the other party at the time that it was transmitted.
12.1 We shall be free to sub-contract, assign or novate all or any of our rights and/or obligations under these Terms of Sale (in whole or in part) to any other party without your consent.
12.2 These Terms of Sale contain the entire agreement between the parties and may only be modified in writing agreed between by the parties. If any provision in these Terms of Sale is found or held for any reason to be invalid or unenforceable, this shall not affect the remainder of its terms which shall survive and be construed as if the invalid or unenforceable part had not been contained in these Terms of Sale.
12.3 A person who is not a party to these Terms of Sale has no right to enforce any term of these Terms of Sale.
12.4 Our failure to insist upon the strict performance of any provision of these Terms of Sale or to exercise any right or remedy consequent upon breach of any such provision shall not constitute a waiver of any such breach or any subsequent breach of such provision or prejudice in any way any our right under these Terms of Sale.
12.5 These Terms of Sale shall be governed by the laws of England and Wales and the English and Welsh courts shall have exclusive jurisdiction for any disputes arising out of it.