Terms and Conditions

The Buyer’s attention is drawn to clause 8 which provides for limits to the Seller’s liability

 1.  Interpretation

1.1  In these Terms:

BUYER” means the person, firm or company which places an Order;

GOODS” means any goods (including any instalment of any goods or any parts for them) which the Seller supplies in accordance with these Terms;

SELLER” means Green Elephant Trading Limited, whose principal place of business is Unit 7, York’s Farm Business Centre, Watling Street, Towcester, Northamptonshire, NN12 8EU (registered in England and Wales under registration number 08714390 with its registered office at c/o Grant Thornton UK LLP, 300 Pavilion Drive, Northampton, Northamptonshire, NN4 7YE);

CONTRACT” means a contract for the sale and purchase of Goods entered into between the Seller and the Buyer from time to time to which these Terms apply;

ORDER” means an order for Goods placed by the Buyer with the Seller whether by way of a Written purchase order form, otherwise in Writing, by telephone or otherwise;

TERMS” means the standard terms of sale set out in this document as amended from time to time in accordance with clause 10.5 and, unless the context otherwise requires, includes any special terms agreed in Writing between the Buyer and the Seller;

a reference to “WRITING”, and any similar expression, includes facsimile transmission and electronic mail and other forms of electronic communication; and

TRADE MARKS” means any trade marks (whether registered of unregistered) or trade names of the Seller.

1.2  The headings in these Terms are for convenience only and shall not affect their interpretation.

1.3  A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

2. Basis of the sale

2.1 The Seller may sell and the Buyer may purchase Goods from time to time in accordance with an Order.  These Terms shall govern all Contracts to the exclusion of any other terms inconsistent with or differing from these Terms subject to which an Order is placed or purported to be placed by the Buyer.

2.2 No variation to these Terms shall be binding unless agreed in Writing between authorised representatives of the Buyer and the Seller.

2.3 The Seller’s employees or agents are not authorised to make any representations concerning Goods unless confirmed by the Seller in Writing through an authorised representative. In entering into any Contract the Buyer acknowledges that it does not and shall not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.

2.4  Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

2.5 All brochures, catalogues, descriptions and other promotional materials are to be treated as illustrative only and their contents form no part of any Contract and the Buyer shall not rely upon them in entering into any Contract.

2.6 Any typographical, clerical or other error or omission in any sales literature, price list, account application form, credit application form, purchase order form, acceptance of Order, confirmation of Order, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3. Orders

3.1 An Order constitutes an offer by the Buyer to purchase Goods in accordance with these Terms and an Order shall be deemed to be accepted by the Seller upon the terms and conditions set out herein upon the Seller issuing a Written acceptance of the Order (in the form of a Written acknowledgment or confirmation of Order) and at this point a Contract shall come into existence.

3.2 Nothing in these Terms acts to afford the Buyer with any exclusive rights of supply in respect of Goods or any priority of supply in respect of Goods over the Seller’s other customers.

3.3 Nothing in these Terms acts to prevent the Seller dealing in Goods in any manner including selling Goods to any customer of the Seller.

3.4 Goods supplied by the Seller are to be used or resold by the Buyer in the ordinary course of its business.  Any such resale by the Buyer shall only be to end-user customers and the Buyer shall not resale Goods to a third party engaged in business for subsequent resale.  The Buyer may use the internet to make sales of Goods but any such resale by the Buyer using the internet shall be through the Buyer’s own website only and not through a third party website (including, without limitation, any Amazon or Ebay website) unless the Seller has given prior Written consent to the Buyer to sell through a third party website.

3.5 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of an Order, and for giving the Seller any necessary information relating to Goods within a sufficient time to enable the Seller to perform a Contract in accordance with its terms.

3.6 The description, quantity and price of Goods shall be as set out in an Order.  The price of Goods may be varied by the Seller on an Order-by-Order basis.

3.7 The Seller reserves the right to make any changes in the specification of Goods which are required to conform with any applicable statutory or European Union requirements.

3.8 No Order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller.

3.9 All Orders are to be for a minimum of £100 (excluding value added tax) for delivery to United Kingdom mainland locations and £200 (excluding value added tax) for delivery to United Kingdom offshore locations (including Scottish Highlands and Islands, Northern and Southern Ireland and the Channel Islands).

4. Price of Goods

4.1 All prices quoted by the Seller are valid for 30 days only for the purposes of the Buyer placing an Order, after which time they may be altered by the Seller without giving notice to the Buyer.  A quotation given by the Seller shall not constitute an offer.

4.2 The Seller reserves the right, by giving Written notice to the Buyer at any time before delivery, to increase the price of Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of procuring Goods), any change in delivery dates or quantities for Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

4.3 Unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on the basis of them being exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.  The Seller’s value added tax number is 176135504.

4.4 All prices are given by the Seller on the basis of them being exclusive of delivery charges, which the Buyer shall be additionally liable to pay to the Seller except that:

4.4.1 for Orders for £200 or more (excluding value added tax) for delivery to United Kingdom mainland locations, the Seller will pay for delivery; and

4.4.2 for Orders for £500 or more (excluding value added tax) for delivery to United Kingdom offshore locations (including Scottish Highlands and Islands, Northern and Southern Ireland and the Channel Islands), the Seller will pay for delivery.

4.5 The Buyer shall pay all amounts due under a Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).

5. Terms of payment

5.1 Subject to any credit terms agreed in Writing between the Buyer and the Seller, the Seller will invoice the Buyer for the price of Goods before delivery of Goods and the Buyer shall pay the price of Goods before delivery of Goods.

5.2 Where credit terms have been agreed in Writing between the Buyer and the Seller:

5.2.1 The Seller will invoice the Buyer for the price of Goods following delivery of Goods (unless the Buyer wrongfully fails to take delivery of Goods, in which event the Seller will invoice the Buyer for the price at any time after the Seller has tendered delivery of Goods);

5.2.2 the Buyer shall pay the price of Goods within 30 days of the date of the Seller’s invoice unless extended special credit terms have been agreed in Writing between the Buyer and the Seller; and

5.2.3 where a credit limit has been agreed in Writing between the Buyer and the Seller, if this limit is exceed then no further deliveries may be made or Orders accepted until such time as the Buyer’s credit account is settled in full.

5.3 The Seller is not obliged to offer the Buyer credit terms or extended special credit terms.  Where the Seller does offer the Buyer credit terms and/or extended special credit terms, the Seller may amend or withdraw such terms at its discretion without reason and require the Buyer to pay for future Orders in accordance with clause 5.1.

5.4 The time of payment of the price shall be of the essence of any Contract.  Where any payment is overdue, all unpaid invoices shall become due and payable forthwith.

5.5 If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to the Seller, the Seller may:

5.5.1 cancel any Contract or suspend any further deliveries to the Buyer; and

5.5.2 charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate prescribed under the Late Payment of Commercial Debts (Interest) Act 1998.

5.6 Payment shall in all circumstances be made by the Buyer in Pounds Sterling by way of bank transfer to the Seller’s nominated account quoting the Buyer’s name and the Seller’s invoice number, or alternatively by cheque with the Buyer’s name and the Seller’s invoice number printed on the reverse of the cheque.

6. Delivery

6.1 Delivery of Goods shall be made by the Seller delivering Goods to the place set out in an Order.

6.2 Any dates quoted for delivery of Goods are approximate only and the Seller shall not be liable for any delay in delivery of Goods however caused. Time for delivery shall not be of the essence of any Contract unless previously agreed by the Seller in Writing and may not be made of the essence by notice. Goods may be delivered by the Seller in advance of the quoted delivery date on giving reasonable notice to the Buyer.

6.3 Where Goods under a Contract are to be delivered in instalments, each delivery shall constitute a separate Contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the relevant Contract as a whole as repudiated.

6.4 If the Buyer fails to take delivery of Goods or fails to give the Seller adequate delivery instructions (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without limiting any other right or remedy available to the Seller, the Seller may:

6.4.1 store those Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; and

6.4.2 sell those Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the relevant Contract or charge the Buyer for any shortfall below the price under that Contract.

7. Risk and property

7.1 Risk of damage to or loss of Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of those Goods, the time when the Seller (or the Seller’s delivery agent) has tendered delivery of those Goods.

7.2 Notwithstanding delivery and the passing of risk in Goods, or any other provision of these Terms, the property in, and the equitable and beneficial ownership of, Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of those Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.

7.3 Until such time as the property in, and the equitable and beneficial ownership of, Goods passes to the Buyer, the Buyer shall hold Goods as the Seller’s fiduciary agent and bailee, and shall keep Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but the Buyer may resell or use Goods in the ordinary course of its business.

7.4 Until such time as the property in, and the equitable and beneficial ownership of, Goods passes to the Buyer (and provided Goods are still in existence and have not been resold), the Seller may at any time require the Buyer to deliver up Goods to the Seller and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where Goods are stored and repossess those Goods.

7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without limiting any other right or remedy of the Seller) forthwith become due and payable.

8. Warranties and liability

8.1 The Buyer will be classed as a business customer unless the Buyer indicates in Writing to the Seller that Goods supplied by the Seller will not be used or resold by the Buyer in the ordinary course of its business.

8.2 In respect of Goods which have been supplied to the Seller by the Seller’s supplier, the Buyer shall only be entitled to the benefit of any warranty or guarantee as is given by the supplier to the Seller.

8.3 Subject to and without prejudice to clause 8.2:

8.3.1 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal use, failure to follow the Seller’s instructions (whether oral or in Writing), misuse or alteration or repair of Goods without the Seller’s approval; and

8.3.2 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for Goods has not been paid by the due date for payment.

8.4 Subject as expressly provided in these Terms, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.5 A claim by the Buyer which is based on any defect in the quality or condition of Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or, where the defect or failure was not apparent on reasonable inspection, within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

8.6 Where there is a valid claim in respect of any Goods which is based on a defect in the quality or condition of the Goods or their failure to meet specification and it is notified to the Seller in accordance with these Terms, the Seller may replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), in which case the Seller shall have no further liability to the Buyer.  These Terms shall apply to any repaired or replacement Goods supplied by the Seller.

8.7 Except in respect of death or personal injury caused by the Seller’s negligence, or liability for defective products under the Consumer Protection Act 1987, or any matter in respect of which it would be unlawful for the Seller to exclude or restrict its liability, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of any Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of Goods (including any delay in supplying or any failure to supply Goods in accordance with a Contract or at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with any Contract whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed the price of the Goods supplied under that Contract.

8.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of any Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to Goods if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:

8.8.1 acts of God, explosion, flood, tempest, fire or accident;

8.8.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;

8.8.3 acts, restrictions, regulations, bye‑laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

8.8.4 import or export regulations or embargoes;

8.8.5 strikes, lock‑outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);

8.8.6 failure of energy sources or transport network;

8.8.7 difficulties in obtaining raw materials, labour, fuel, parts or machinery;

8.8.8 default of suppliers; and

8.8.9 power failure or breakdown in machinery.

9. Insolvency of the Buyer

9.1 This clause 9 applies if:

9.1.1 the Buyer makes a composition or voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) enters administration or goes into liquidation (otherwise than for the purposes of solvent amalgamation or reconstruction), or a moratorium comes into force in respect of the Buyer (within the meaning of the Insolvency Act 1986); or

9.1.2 an encumbrancer takes possession of, or a receiver is appointed over, any of the property or assets of the Buyer; or

9.1.3 the Buyer ceases, or threatens to cease, to carry on business; or

9.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

9.2 If this clause applies then, without limiting any other right or remedy available to the Seller, the Seller may cancel any Contract or suspend any further deliveries under any Contract without any liability to the Buyer, and if 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.

10. General

10.1 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, nor authorise a party to make or enter into any commitments for or on behalf of the other.

10.2 The Buyer shall not use any Trade Marks without the Written permission of the Seller.

10.3 A notice required or permitted to be given by either party to the other under these Terms 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.

10.4 A waiver of any right or remedy under any Contract by the Seller 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 the Seller to exercise any right or remedy provided under a Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.  No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

10.5 The Seller has the right to revise and amend these Terms from time to time to reflect changes in market conditions affecting its business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes to its business. The Seller will notify the Buyer of any changes to these Terms and in such a case the Seller has the right to assume that the Buyer has accepted the changes unless the Buyer notifies the Seller to the contrary within 72 hours of receipt of such notification.

10.6 If any court or competent authority finds that any provision of any Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.  If any invalid, unenforceable or illegal provision of any Contract would be valid, enforceable and legal if some part of it were deleted or amended, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

10.7 These Terms and each Contract shall be governed by the laws of England and Wales, and the Buyer agrees to submit to the exclusive jurisdiction of the English and Welsh courts.

10.8 The Buyer accept these Terms by signing them, by accepting them electronically (including by electronic mail), by otherwise accepting them in Writing, and/or by accepting delivery of Goods following these Terms having been brought to the Buyer’s reasonable attention. In the event of signature of these Terms facsimile signatures, signatures on an electronic image (such as .pdf or .jpg format) and electronic signatures shall be deemed to be original signatures.