Terms & Conditions of Business (B2B)
1. Definitions
In these Terms:
“Supplier” means Allder Investments Limited trading as Garden Fencing Supplies; “Buyer” means the trade customer placing an order; “Contract” means any agreement for the sale and purchase of Goods between the Supplier and the Buyer formed in accordance with clause 4; “Goods” means the goods set out in the order; “Haulier” means the third-party carrier engaged by the Supplier to deliver Goods.
The Buyer confirms it is acting wholly in the course of a business. Consumer legislation does not apply.
2. Application of Terms
These Terms apply to all quotations, offers, orders and supplies of Goods by the Supplier and override any terms proposed by the Buyer, unless expressly agreed in writing by a director of the Supplier. No course of dealing or trade custom will vary these Terms.
3. Specifications and Samples
Descriptions, images, samples, drawings, weights, dimensions, and specifications are approximate only. Timber is a natural material; reasonable variation in colour, grain, knots, moisture, and minor dimensional tolerance is inherent and not a defect. Pressure treatment/machining may cause minor variance. The Supplier may make non-material changes for compliance or improvement.
4. Orders, Offer & Acceptance
Placing an order constitutes the Buyer’s offer to purchase Goods under these Terms. The Supplier may accept or reject any order at its discretion. No Contract arises until delivery has occurred in accordance with clause 8. Pre-payment, order confirmation emails, pro-forma invoices or acknowledgements do not constitute acceptance.
5. Pricing & VAT
Prices are exclusive of VAT and any applicable charges. VAT is charged at the prevailing rate. Quotations are invitations to treat and remain subject to variation until delivery.
6. Payment & Credit
Unless the Supplier has approved a credit account in writing, all orders are pro-forma and must be paid in full in cleared funds prior to haulage booking. Where a credit account is approved, payment is due in accordance with the credit terms notified by the Supplier. The Supplier may reduce, suspend or withdraw credit at any time. The Supplier may set off any sums due from the Buyer against sums owed to the Buyer.
Interest accrues on late sums at the greater of (i) the rate under the Late Payment of Commercial Debts (Interest) Act 1998 (including fixed compensation and reasonable recovery costs) and (ii) 8% per annum above Barclays Bank base rate, from due date until payment in full.
7. Retention of Title & Risk
Risk in the Goods passes on delivery in accordance with clause 8. Title to the Goods remains with the Supplier until the Supplier receives payment in full and cleared funds for all sums due in respect of the Goods and any other goods supplied to the Buyer. Until title passes the Buyer must: (a) hold the Goods as bailee for the Supplier; (b) store the Goods separately, clearly marked and insured at replacement value; (c) not create any charge, lien or other encumbrance over the Goods; and (d) permit the Supplier to enter any premises to inspect and, if the Buyer is in default, to recover the Goods. If the Buyer sells or uses the Goods before title passes, it does so as principal, and holds the proceeds of sale (and/or any claim for such proceeds) on trust for the Supplier, separately from its own funds.
8. Delivery, Access & Unloading
The Supplier arranges delivery throughout England & Wales via articulated lorry using a third-party Haulier. Delivery is kerbside at the delivery address unless otherwise agreed in writing. The Buyer must ensure HGV access, suitable approach roads, turning space and firm level ground.
Unloading is the Buyer’s responsibility. Suitable unloading facilities (e.g., forklift/telehandler) or adequate labour must be available at the time of delivery. Drivers are not permitted to handball full consignments. Where unloading cannot be safely completed, the Haulier may refuse delivery and re-delivery/waiting/storage charges may apply.
Any delivery dates or windows are estimates only. Time is not of the essence. The Supplier will not be liable for any loss (including loss of profit, loss of business, or any indirect or consequential loss) arising from failure to deliver within any specified period. The Buyer must ensure a responsible person is available to receive and sign for the Goods. If the Buyer fails to take delivery, the Goods may be returned to depot and additional charges may apply.
9. Collection
Collection is available by prior arrangement from the Supplier’s depot at Clacton-On-Sea, CO16 9QH. The collecting vehicle must be suitable for the load and comply with DVSA safe-loading requirements. Risk passes on loading to the Buyer’s vehicle.
10. Inspection, Delivery Discrepancies & Claims
The Buyer must inspect the Goods on delivery and note any visible damage, short delivery or other discrepancy on the Haulier’s proof of delivery (POD). Any claims for visible damage/shortages must be notified in writing with photographs within 24 hours of delivery. Claims for latent defects must be notified in writing within five (5) days of delivery. The Supplier may reject claims made outside these periods. The Buyer must preserve packaging and allow inspection. Signing “unchecked” is not acceptable evidence of condition.
11. Quality & Warranty
Subject to clause 3, the Supplier warrants that on delivery the Goods will materially conform to the Supplier’s specification and be free from material manufacturing defects. The Supplier’s sole liability and the Buyer’s sole remedy for breach of this warranty is, at the Supplier’s option, repair, replacement, or refund of the price of the affected Goods. The warranty does not cover: fair wear and tear; minor cosmetic issues; misuse; improper storage/handling/installation; exposure contrary to guidance; or issues arising from the natural characteristics of timber.
Except as expressly stated, all warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded in relation to B2B supplies.
12. Returns
All sales are final. Returns are not accepted. This does not affect the limited warranty in clause 11 or the Buyer’s rights that cannot legally be excluded.
13. Limitation of Liability
Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded under English law.
Subject to the foregoing:
(a) the Supplier shall not be liable for any loss of profit, loss of revenue, loss of business, loss of contracts, loss of goodwill or any indirect or consequential loss, howsoever arising; and
(b) the Supplier’s total aggregate liability arising out of or in connection with the Contract (whether in contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited to the price paid for the Goods giving rise to the claim.
The parties acknowledge and agree that this clause satisfies the reasonableness requirement under the Unfair Contract Terms Act 1977 in the context of B2B trade.
14. Haulage, Non-Payment & Suspension
The Supplier will not book haulage or release Goods unless paid in full in advance for pro-forma orders, or if on an approved credit account, unless the account is within terms and limits. If the Buyer fails to pay any sum when due, the Supplier may suspend or cancel deliveries and/or any further performance of the Contract.
15. Force Majeure
The Supplier is not liable for delay or failure caused by events beyond its reasonable control, including (without limitation) shortages of materials or haulage capacity, strikes, lock-outs, labour disputes, pandemic/epidemic, fire, flood, adverse weather, war, terrorism, riot, civil commotion, governmental action, breakdown, or failure of suppliers/hauliers. The Supplier may cancel or delay delivery without liability in such circumstances.
16. Compliance
The Buyer shall comply with all applicable laws and regulations (including health & safety, product handling, storage and resale). The Buyer shall not export, resell or otherwise deal with the Goods in breach of sanctions, export controls, or anti-bribery and corruption laws. The Buyer shall maintain appropriate insurance from risk transfer.
17. Intellectual Property
All intellectual property rights in or relating to the Supplier’s catalogues, images, website content, specifications, brands and trade marks remain with the Supplier or its licensors. The Buyer may not reproduce or use any such material without prior written consent (other than for internal purchasing purposes).
18. Data Protection
To the extent the Supplier processes personal data (e.g., contact details for order administration), it does so as an independent controller in accordance with applicable data protection law. The Supplier’s privacy information is available on request. Each party will implement appropriate technical and organisational measures to protect personal data processed under the Contract.
19. Pallets, Packaging & Environmental
Packaging and pallets are for transport only and are non-returnable unless expressly agreed. The Buyer is responsible for environmentally responsible disposal and for safe storage of Goods off the ground, dry and ventilated on receipt.
20. Cancellation & Variation
The Buyer may not cancel or vary any order after placement without the Supplier’s written agreement. The Supplier may make reasonable substitutions where equivalent performance is provided or where required by law or supply constraints, without materially affecting the order.
21. Insolvency & Termination
The Supplier may immediately terminate or suspend the Contract if the Buyer becomes insolvent (or the Supplier reasonably believes this to be likely), fails to pay sums due, or materially breaches these Terms and (if remediable) fails to remedy within 7 days of notice. On termination, all sums become immediately due and payable and the Supplier may exercise its rights under clause 7.
22. Website Use
Use of the Supplier’s websites, portals and digital assets is subject to acceptable use. The Supplier does not warrant uninterrupted availability. Content is provided “as is” and may change without notice.
23. Notices
Notices must be in writing and delivered by hand, pre-paid post or email to the registered office or nominated contact. Notices are deemed received: hand—on delivery; post—at 9.00am on the second Business Day after posting; email—at the time of transmission if during a Business Day, otherwise at 9.00am next Business Day (provided no bounce-back is received).
24. Assignment & Sub-Contracting
The Supplier may sub-contract or assign any rights or obligations under the Contract (including to Hauliers). The Buyer may not assign, transfer or charge any rights or obligations without the Supplier’s prior written consent.
25. Entire Agreement
These Terms and any document expressly referred to in them constitute the entire agreement between the parties and supersede all prior agreements, negotiations and representations. Each party acknowledges that in entering into the Contract it has not relied on any statement not set out in these Terms. Nothing excludes liability for fraud.
26. No Partnership or Agency
Nothing in the Contract is intended to create a partnership, joint venture, or agency relationship.
27. Third Party Rights
A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
28. Severance
If any provision is held invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, and the remainder shall remain in full force.
29. Waiver
No failure or delay by the Supplier to exercise any right or remedy shall operate as a waiver of it.
30. Governing Law & Jurisdiction
The Contract and these Terms are governed by English law. The parties irrevocably submit to the exclusive jurisdiction of the courts of England & Wales.
31. Priority & Changes to Terms
If there is any conflict between these Terms and any other document, these Terms prevail unless the Supplier expressly states otherwise in writing. The Supplier may update these Terms from time to time; the version in force at the time of delivery applies to the Contract.