Terms and Conditions of Business
Sale of Goods & Services
1.1. The following definitions apply to the terms and conditions set out in this document:
|Buyer||The person who accepts a quotation or offer from the Seller for the sale of Goods or whose Order for the Goods is accepted by the Seller.|
|Delivery Date||The date specified in the Order.|
|Force Majeure Event||The meaning set out in clause 11.|
|Goods||The products that the Seller is selling to the Buyer as set out in the Order.|
|Order||The Buyer’s order for the Goods and Services as set out below.|
|Order Confirmation||The meaning set out in clause 2.8.|
|Seller||Philosotree [company number] of 40 Aberdale Road, Leicester, Le2 6GA and includes all employees and agents thereof.|
|Terms||The terms and conditions set out in this document.|
|Writing or written||Texts, faxes, letters and e-mail.|
1.2. A reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension, application or re-enactment of it, and includes any subordinate legislation for the time being in force made under it.
1.3. Words in the singular include the plural and vice versa.
1.4. Headings do not affect the interpretation of these Terms.
1.5. Masculine pronouns (he, his, him etc.) include the feminine and vice versa.
Basis of Sale
2.1. These Terms and the Order set out the whole agreement between the Buyer and the Seller for the sale of the Goods and Services to the exclusion of any other terms and conditions, subject to which any such quotation is accepted or purported to be accepted by the Seller, or any such Order is made or purported to be made, by the Buyer. These Terms supersede any other terms and conditions previously issued.
2.2. The Buyer is responsible for checking that the details in the Terms or on the Order are complete and accurate before entering into the contract. Any changes must be requested by the Buyer and confirmed by the Seller in writing.
2.3. The Seller’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.4. The Seller only accepts responsibility for statements and representations made in writing by the Seller’s authorised employees and agents.
2.5. Any samples, drawings, descriptions or advertising issued by the Seller, and any descriptions or illustrations contained in catalogues or brochures do not form part of the contract.
2.6. If any of these Terms are inconsistent with any term of the Order, the Order shall prevail.
2.7. All Orders for Goods shall be deemed to be an offer by the Buyer to enter into a binding contract with the Seller pursuant to these Terms. The Seller is free to accept or decline the offer at their absolute discretion.
2.8. These Terms shall become binding on both parties when:
2.8.1. The Seller issues the Buyer with written acceptance of an Order (“Order Confirmation”); or
2.8.2. Upon delivery of the Goods or Service; or
2.8.3. The Seller invoices the Buyer
whichever is the earlier, at which point a contract shall come into existence.
2.9. Any quotation for the Goods or Service is given on the basis that a binding contract shall only come into existence in accordance with clause 2.8. A quotation shall be valid for a period of 30 calendar days from its date of issue, unless the Seller notifies the Buyer in writing that the quotation has been withdrawn during this period.
2.10. The Seller shall assign an order number to the Order and inform the Buyer of it in the Order Confirmation. The order number must be quoted in all subsequent correspondence relating to the Order.
2.11. The Buyer may at any time before any agreed delivery date OR within  calendar days of placing an Order amend or cancel an Order by providing the Seller with written notice. In this case, the Buyer’s liability to the Seller shall be limited to payment of all costs reasonably incurred by the Seller in fulfilling the Order up to the date the amendment or cancellation is received, except that where the amendment or cancellation results from the Seller’s failure to comply with these Terms the Buyer shall have no liability to the Seller for it.
2.12. The Seller can revise and amend these Terms from time to time to reflect changes in market conditions affecting their business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in the Seller’s systems capabilities. The Buyer will be subject to the policies and terms in force at the time that the Order is placed, unless any change to those policies or these Terms is required by law or government or regulatory authority (in which case, it will apply to Orders previously placed that have not yet been fulfilled).
2.13. Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
2.14. Should any agreed access points not be left accessible to allow ingress for a service visit to be completed a minimum charge of £20.00 will be added to the buyer’s account. This is to reflect costs incurred. Notice will be given of the next booking of a re-visit to continue service delivery at a mutually convenient time normally within 7 working days.
2.15. The Buyer agrees to a Capital Deposit covering all Capital Investment commitments and risk of the seller. The Deposit may not be fully refundable, subject to the position of any ordered materials or products. The Buyer must be aware that proforma payments are made to our suppliers, and are therefore subject to the suppliers terms.
Goods and Services
3.1. The quantity, description and specification for the Goods and Services shall be that set out in the Order unless varied expressly by the Buyer (if such variation(s) is/are accepted by the Seller).
3.2. Illustrations, photographs or descriptions, whether in catalogues, brochures, price lists or other documents issued by the Seller, are intended as a guide only and shall not be binding on the Seller.
3.3. The Seller reserves the right to make any changes in the specification of the Goods and Services which are required to conform to any applicable safety or other statutory or regulatory requirements or, where the Goods or Services are to be supplied to the Buyer’s specification, which do not materially affect their quality or performance.
3.4. The Seller warrants that on delivery and for a period of twelve months from the date of delivery, the Goods and Services shall:
3.4.1. conform in all material respects to their description OR the manufacturer’s specification subject to any qualification or representation contained in the brochures, advertisements or other documentation;
3.4.2. be of satisfactory quality;
3.4.3. be fit for any purpose as designated by the Seller or for any reasonable purpose for which the Buyer uses the Goods or Services provided the Buyer has informed the Seller of this purpose prior to placing the Order;
3.4.4. be free from material defects in design, material and workmanship; and
3.4.5. comply with all applicable statutory and regulatory requirements for selling the Goods and Services in the United Kingdom.
3.5. This warranty is in addition to the Buyer’s legal rights in relation to Goods and Services which are faulty or which otherwise do not conform to these Terms.
3.6. This warranty does not apply to any defect in the Goods arising from: fair wear and tear; wilful damage; accident; negligence by the Buyer or any third party; the Goods being used in a way that the Seller does not recommend; the Buyer’s failure to follow the Seller’s instructions; or any alteration or repair carried out by the Buyer without the Seller’s prior written approval.
3.7. These Terms apply to any repaired or replacement Goods supplied to the Buyer in the unlikely event that the original Goods are faulty or do not otherwise conform to these Terms.
4.1. Delivery of the Goods and services shall be completed when they are delivered to the location specified by the Buyer in the Order. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.
4.2. The Seller will take reasonable steps to meet the delivery date set out in the Order or as otherwise agreed between the parties in writing. However, the delivery date is approximate only and cannot be guaranteed.
4.3. The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery of the Goods or Services.
4.4. If the Buyer fails to take delivery of the Goods or Services on the agreed delivery date or if no specific delivery date has been agreed the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing. Notwithstanding the risk in the Goods shall pass to the Buyer and delivery shall be deemed to have taken place.
4.5. The Buyer shall be deemed to have accepted the Goods and Services upon delivery to the Buyer.
4.6. The Buyer shall carry out a thorough inspection of the work within 48 hours of delivery and shall give written notification to the Seller within 5 working days of delivery of the Goods or Services of any defects which a reasonable examination would have revealed.
4.7. Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
Defective goods and returns
5.1. If the Goods or Services do not conform to the Order, the Buyer must notify the Seller in writing as soon as possible after delivery. The Seller will check the Goods and Service and if they are found to be faulty the Seller will:
5.1.1. provide the Buyer with a full or partial refund; or
5.1.2. revisit to provide remedy; or
5.1.3. replace the Goods; or
5.1.4. repair the Goods.
5.2. Any Goods must be returned in satisfactory condition in order to obtain a refund under clause 5.1.
5.3. These Terms will apply to any repaired or replacement Goods we supply to you.
5.4. While the Goods remain in the Buyer’s possession the Buyer is under a duty to ensure that the Goods are kept safe and secure.
5.5. Where the Goods are custom made to the order of the Buyer, the Buyer shall not be entitled to return the Goods and receive a refund unless the Goods are faulty. The statutory rights of the Buyer are unaffected.
6.1. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the amount due under the invoice for them (including interest and costs).
6.2. Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller and shall insure the Goods against all reasonable risks.
6.3. The Seller may at any time before title passes and without any liability to the Buyer:
6.3.1. repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and
6.3.2. for that purpose (or determining what, if any, Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer, the cost of which shall be borne by the Buyer.
6.4. The Buyer’s right to possession of the Goods in which the Seller maintains legal and beneficial title shall terminate if:
6.4.1. the Buyer commits or permits any material breach of his or her obligations under these Terms and Conditions or the Contract;
6.4.2. the Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors.
6.5. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all money owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
7.1. Risk of damage to or loss of the Goods and Service provision shall pass to the Buyer at:
7.1.1. in the case of Goods to be delivered at the Seller’s premises, the time when the Seller notifies the Buyer that the Goods are available for delivery; or works schedule.
7.1.2. in the case of Goods or Service Provision to be delivered otherwise than at the Seller’s premises, the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods or Service, the time when the Seller has tendered delivery of the Goods Or Service Contract .
Price and payment
8.1. The Price shall be the price quoted on the Seller’s Order Confirmation. The Price is inclusive of VAT which shall be due at the rate in force on the date of the Seller’s invoice.
8.2. The Seller reserves the right, by giving written notice to the Buyer at any time before delivery, to increase the price of the Goods or Services to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods or Services which are 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.
8.3. Any Buyer who procures more than 3 consecutive months of services from Philosotree over the value of £250 will be hereby entitled to a one-off free meal to the value of £45.00, which will need to be claimed in writing.
8.4. Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall invoice the Buyer for the Contract Price of the Goods or Services on or at any time after delivery of the Goods or Services, unless the Goods or Services are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods or Services, in which event the Seller shall be entitled to invoice the Buyer for the Contract Price at any time after the Seller has notified the Buyer that the Goods or Services are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods or Services.
8.5. The Buyer shall pay the total amount due for the Goods and Services within 7 days of the date of the Seller’s invoice or otherwise in accordance with such credit terms as may have been agreed in writing between the Buyer and the Seller. Payment shall be made on the due date notwithstanding that delivery may not have taken place and/or that the title in the Goods or Services has not passed to the Buyer. The time for the payment of the Price shall be of the essence.
8.6. The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.
8.7. All payments shall be made to the Seller in Pounds Sterling at its office or as indicated on the Order Confirmation or invoice issued by the Seller.
8.8. Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 8% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgement.
8.9. Without limiting any other remedies or rights held by the Seller, if payment is not made on time by the Buyer, the Seller may cancel or suspend any other outstanding Order made by the Buyer until the Buyer pays the outstanding amounts.
8.10. Payment later than 30 days from the date of the invoice without prior written agreement will be handed over to the small claims court for a County Court judgement, or suitable debt collection agency.
Limitation of liability
9.1. Subject to clause 9.3, if either party fails to comply with these Terms, neither party shall be responsible for any losses that the other party suffers as a result, except for those losses which are a foreseeable consequence of the failure to comply with these Terms.
9.2. Neither party shall be responsible for losses that result from the failure to comply with these Terms including, but not limited to, losses that fall into the following categories:
9.2.1. loss of income or revenue;
9.2.2. loss of business;
9.2.3. loss of anticipated savings;
9.2.4. loss of data; or
9.2.5. any waste of time.
However, this clause shall not prevent claims for foreseeable loss of, or damage to, the Buyer’s physical property.
9.3. This clause does not include or limit in any way the Seller’s liability for:
9.3.1. death or personal injury caused by the Seller’s negligence; or
9.3.2. fraud or fraudulent misrepresentation; or
9.3.3. any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
9.3.4. losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability; or
9.3.5. any other matter for which it would be illegal or unlawful for the Seller to exclude or attempt to exclude liability.
10.1. Neither party will be liable or responsible for any failure to perform, or delay in performance of, any of their obligations under these Terms that is caused by events outside the reasonable control of that party (“Force Majeure Event”).
10.2. A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond the reasonable control of the party and includes, but is not limited to, the following:
10.2.1. strikes, lock-outs or other industrial action; or
10.2.2. civil commotion, riot, invasion, acts of terrorism or threat of acts of terrorism, war (whether declared or not) or threat of or preparation for war; or
10.2.3. fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; or
10.2.4. impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; or
10.2.5. impossibility of the use of public or private telecommunications networks.
10.3. The obligations under these Terms are suspended for the period that the Force Majeure Event continues, and there will be an extension of time to perform these obligations for the duration of that period. Each party will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which the obligations under these Terms can be performed despite the Force Majeure Event.
11.1. The Seller may assign this agreement or any part of it to any person, firm or company without the prior written consent of the Buyer.
11.2. The Buyer shall not be entitled to assign this agreement or any part of it without the prior written consent of the Seller.
12.1. All notices required under these terms shall be in writing, unless stated otherwise, and sent to
12.1.1. Seller: Philosotree, 40 Aberdale Road, Leicester, LE3 6GA
12.1.2. Buyer: As per order/invoicing
12.2. Notice will be deemed received and properly served 24 hours after a recordable correspondence is sent. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.
13.1. In the event that one or more of the provisions of these Terms is found to be unlawful, invalid or otherwise unenforceable, those provisions shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall be valid and enforceable.
13.2. The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms or the Order shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
13.3. The provisions of these Terms are in addition to and do not affect the Buyer’s statutory rights as a consumer.
13.4. A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
13.5. These Terms shall be governed by English law (including in relation to non-contractual disputes) and any dispute, controversy, proceedings or claim between the Parties relating to these Terms or to the Order (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the non-exclusive jurisdiction of the English courts.