TERMS AND CONDITIONS OF OUR GOODS AND SERVICES
Please read these Terms carefully, as they set out our and your legal rights and obligations in relation to the goods and services that we sell.
1. Definitions and interpretation
1.1 In these Terms:
“Contract” means a contract between the parties for the sale and supply of Products entered into in accordance with Clause ;
“Customer” means the customer for the Products as specified in Terms and Conditions;
“Prices” means the [Supplier’s standard list] prices for the Products as [sent by the Supplier to the Customer / published on the Supplier’s website] from time to time;
“Products” means the products which may be or are purchased by the Customer from the Supplier under these Terms;
“Supplier” means lettuce Flowers, a limited company incorporated in England and Wales (registration number -08562988) having its registered office at 135 Berrall Way, Billingshurst. West Sussex RH14 9PQ; and
“Terms” means these terms and conditions of supply.
2. These Terms
These Terms and Conditions contain the only conditions upon which the Supplier will deal with the Customer, and they govern all Contracts to the exclusion of all other terms and conditions.
3.1 Each written quotation for the supply of Products given by the Supplier to the Customer will be deemed to be an offer by the Supplier to supply Products to the Customer subject to these Terms.
3.2 In order for a Contract to come into force:
a.The Supplier must submit a written quotation to the Customer; and
b.The Customer must send to the Supplier its written acceptance of that quotation, together with its written acceptance of these Terms, within  Business Days of the date of issue of the quotation; and
c.Upon the receipt by the Supplier of the written acceptance of the quotation in accordance with this Clause [3.2] a Contract will come into force between the parties.
[4.1 Unless otherwise agreed in writing:
(a) All Products will be delivered by Lettuce Flowers ltd, following the receipt of a purchase order by the Customer / Client.
(b) The Customer will be responsible for arranging the removal of any arrangements left over after the event.
(c) The Customer will be responsible for paying all costs relating to carriage and transportation of the Products.
(d) Risk in the Products will pass from the Supplier (Lettuce Flowers) to the Customer when the Products are delivered by the Supplier.
5. Customers obligations
[5.1] The Customer will not without the Supplier’s prior written consent make or give any promises, representations, warranties or guarantees:
(a) on behalf of the Supplier; or
(b) in relation to the Products (other than those set out in a Contract in relation to the Products or otherwise mandatory under applicable law).
[5.2] Without prejudice to the Supplier’s obligations under Clause , the Customer must comply with all applicable laws, rules and regulations relating to, and must obtain all licenses, permits and approvals required in relation to:
(a) the marketing, promotion and advertising of the Products and services
6. Prices and payment
6.1 The client must pay a 50% deposit upon agreeing of a purchase order or quotation.
6.2 The Customer will pay the remaining 50% Prices to the Supplier within  days of the date of issue of an invoice issued in accordance with these terms.
6.3 If the Customer does not pay any amount properly due to the Supplier under or in connection with a Contract, the Supplier may:
(a) charge the Customer interest on the overdue amount at the rate of  % per year above the base rate of [HSBC Bank Plc] from time to time (which interest will accrue daily until the date of actual payment, be compounded quarterly, and be payable on demand); or
(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
7.1 The Supplier warrants that:
(a) the Products are free from any charge or encumbrance, subject to Clause  [and subject to any other charge or encumbrance disclosed or known to the Customer before the relevant Contract is made];
(b) the Products are of satisfactory quality;
(c) the Products are fit for the purpose expressly [or impliedly] [(but not merely impliedly)] made known by the Customer to the Supplier before the relevant Contract is made;
8. Complaints, credits and replacements
8.1 The Supplier will promptly and in any event within the time limit of the perishable goods, fully respond to all reasonable enquiries and complaints by the Customer relating to the quality, performance and durability of the Products.
8.2 If Products do not comply with any warranty given by the Supplier under a Contract; the Customer may with the prior agreement of the Supplier;
(a) a full credit of the price paid to the Supplier for such Products [(excluding original delivery and related charges)];
(b) a credit note in respect of the Price of the Products (to be offset against future purchases from the Supplier)
8.2.0 Without prejudice to the Customer’s other rights and remedies, if Products do not comply with any warranty given by the Supplier under a Contract, the Customer may return those Products for either (at the option of the Customer):
a full credit of the price paid to the Supplier for such Products (excluding original delivery and related charges); or
(b) plus in each case a full credit of the reasonable costs of returning the Products.
8.3 Products returned under Clause [9.2] must be properly packed and returned to 135 Berrall Way, Billingshurst, West Sussex, RH14 9PQ, within 2 Business Days of receipt of the Products by the Customer. Any Products returned in contravention of this Clause will not be the subject of any credits or replacements and the Customer will continue to be liable for payment of the Price in respect of such Products.
9. Limitations and exclusions of liability
9.1 Nothing in the Contract will:
(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;
(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
(c) limit or exclude any liability of a party under Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982;
(d) limit any liability of a party in any way that is not permitted under applicable law; or
(e) exclude any liability of a party that may not be excluded under applicable law.
9.2 The limitations and exclusions of liability set out in this Clause  [and elsewhere in the Contract]:
(a) are subject to Clause [10.1];
(b) govern all liabilities arising under the Contract or in relation to the subject matter of the Contract, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty; and
(c) will [not limit or exclude / limit and exclude] the liability of the parties under the express indemnities set out the Contract.]
9.3 The Supplier will not be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.
9.4 The Supplier will not be liable for any loss of business, contracts or commercial opportunities.
9.5 The Supplier will not be liable for any loss of or damage to goodwill or reputation.
9.6 The Supplier will not be liable in respect of any special, indirect or consequential loss or damage.
10. Contract term and termination
10.1 Each Contract will come into force in accordance with Clause , and will continue in force until the earlier of:
(a) the later of completion of: (i) [delivery / collection] of all Products; and (ii) the receipt by the Supplier of all amounts due to the Supplier under the Contract; and
(b) the termination of the Contract in accordance with the provisions of this Clause.
10.2 A Contract may be terminated in the following circumstances:
(a) the Supplier may terminate any Contract immediately by giving written notice to the Customer if the Customer fails to pay to the Supplier any amount due under [the / any] Contract by the due date for payment; [and
(c) the Supplier may terminate any Contract immediately by giving written notice to the Customer if the Customer fails to [accept delivery of the Products on the date agreed in the relevant Contract; and a reasonable percentage of monies from the deposit may be deducted to compensate any losses.
11. Effects of termination
11.1 Upon termination of a Contract, all the provisions of that Contract will cease to have effect, save that the following provisions of these Terms will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses [1, 5, 6, 7.4, 9, 10, 12 and 13].
11.2 Termination of a Contract will not affect either party’s accrued rights (including accrued rights to be paid and accrued rights to a remedy for breach of condition or warranty) as at the date of termination.
12.1 No breach of any provision of a Contract will be waived except with the express written consent of the party not in breach.
12.2 Contracts may not be varied except by a written document signed by or on behalf of each of the parties.
12.3 Each Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to a Contract are not subject to the consent of any third party.
12.4 Subject to Clause [9.1]:
(a) these Terms and Conditions will constitute the entire agreement between the parties in relation to the subject matter of the Contract, and supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter;
(b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into a Contract; and
(c) neither party will have any liability other than pursuant to the express terms of a Contract.
12.5 Contracts will be governed by and construed in accordance with the laws of [England and Wales]; and the courts of [England] will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with a Contract.