Business T&C's

CREDIT ACCOUNT TERMS AND CONDITIONS

In these trade account terms and conditions, “we” or “us” means Premier Garden Supplies Limited, trading as Premier Garden Supplies Limited; “you” means the person, firm or company named on the trade application form; and “our” or “your” shall be construed accordingly.

This is an agreement between us and you to provide a trade account (the “Account”) which you can use to make purchases from our store(s). You will be deemed to have consented to these terms by your signing of the application form. This account is to facilitate trade credit only. It is a non-regulated agreement and as such is not governed by the Consumer Credit Act. We will consider pursuing a prosecution for fraud against any individual(s) falsely applying or subsequently being granted credit in a consumer capacity.

We will set a credit limit for the Account and tell you what it is. This may be done verbally or by specific letter. We may at our discretion raise or lower your credit limit at any given time and we will inform you verbally or by specific letter or by virtue of the statement which will reflect a change to the limit offered.

Any invoice query must be submitted in writing within 7 days from the date of invoice otherwise the invoice shall be deemed to be accepted by you.

If you require us to issue you with paper copy invoice(s) and statement(s) we reserve the right to charge £5 for each item requested.

You will be emailed a receipt for any Account purchases at the time of purchase, or you will be sent a receipt with any goods delivered or when services are provided. Please keep these receipts for your records.

You will be sent an invoice for each purchase via email and, unless we otherwise agreed with you in writing, payment must be made 30 days from the end of the month. Any payment to us must be in Pounds Sterling by way of BACS, Faster Payments or CHAPS or as otherwise notified by us to you.

If your account is nearing or over its credit limit, please be advised that we will ask that you settle any outstanding invoices on the account to the equivalent amount required before placing any future orders. Attempting to place an order on account when already over your credit limit will be declined. Failure to make payment will unfortunately result in your account being placed on hold. Your Trade account will be active and free to use again once your credit balance is reduced.

The Customer shall indemnify the Company, against all costs (including legal costs) and expenses incurred by the Company in recovering amounts due from the Customer or exercising its rights including any administration fee incurred if the Company refers a late/non-payment dispute to its lawyers or collection agents.

Even if we have provided you with credit previously, we reserve the right to refuse to complete any order if payment of the account or your credit rating is not satisfactory to us.

If the organisation in whose name the Premier Garden Supplies Limited Account will be held is (a) a company, and you are a director of the company, or (b) an LLP and you are a member of that LLP, you will personally guarantee the performance of all of that organisation’s current and future financial obligations to Premier Garden Supplies (including any subsequent increase(s) in the credit facility extended to that organisation).

You may not withhold payment of any invoice or other amount due to us by reason of any right of set-off or counterclaim, which you may have, or allege to have. We shall be entitled at all times to set off any debt or claim which we may have against you against any sums due from us to you.

The goods shall be at your risk. In spite of delivery having been made, ownership (also known as “title”) in the goods shall not pass to you until you have paid the price for the goods in full and no other sums whatsoever shall be due to us from you. Until title in the goods passes from us, you shall; (i) not be entitled to use the goods; (ii) safely hold the goods for us; (iii) return the goods to us immediately if we ask you to; and (iv) be liable to us for any loss, damage or destruction of the goods.

In addition, until title in the goods passes from us to you, you shall store the goods at your own cost separately from other goods in your possession and marked in such a way that they are clearly identified as our property and grant, and in the case of third parties shall procure, the company and its agents and employees an irrevocable licence at any time to access and enter any premises where the goods are, or may be stored, to inspect, repossess and remove them.

The format of our invoice and statements to you will solely be dictated by us and we will not enter into any variation of our format unless expressly agreed by us. Any cost of an agreed variation shall be borne by you unless expressly agreed otherwise.

You will be sent via email, monthly statements showing details of all purchases which have been charged to the Account.

If you do not repay the outstanding balance on the Account in full and on time, you will lose the right to receive the rate of trade discount applied to your account and an additional invoice will be raised to cover the difference.

If a period of 30 days also passes after payment becomes due and payment is still not received in full, we may at our discretion charge interest and or a late payment fee. This is payable at the rate of 8% plus the Bank of England base rate per month on any such overdue amounts from the due date until payment is made in full (including any accrued interest) whether before or after judgment, together with any reasonable legal or other recovery costs. The 8% interest charge is a default charge and represents a pre-estimate of our losses incurred as a result of your default in failing to settle your account in full by the due date. Interest will be calculated on a daily basis.

We will notify you of the interest that is charged. In addition, we shall be entitled to claim interest, fixed sum compensation and reasonable costs under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended by the Late Payment of Commercial Debts Regulations 2013) where you fail to make payment of any amount properly due on its due date.

We may close the Account at any time, at our sole discretion, with immediate effect.

We may close the Account at any time with immediate effect on us giving you notice verbally or in writing if you exceed the credit limit or if you break any of these terms or the terms on which you purchased goods. If your account is closed, you will become liable to pay any amount outstanding on the account immediately upon receiving a request from us to do so: 16.1) if you are a company any step, application, order, proceeding or appointment for distress, execution, composition or arrangement with creditors, winding up, dissolution, administration, receivership (administrative or otherwise) or bankruptcy is taken or made, or you are unable to pay your debts; or 16.2) if you are an individual, you die or any step, application, order, proceeding or appointment for execution, composition or arrangement with your creditors, or for bankruptcy is taken or made, or you are unable to pay your debts; or 16.3. if you are a partnership, any step, application, order, proceeding or appointment for execution, composition or arrangement with creditors, winding up, dissolution, administration, receivership (administrative or otherwise), bankruptcy is taken or made, or you are unable to pay its debts as they fall due.

You may end this agreement at any time by giving us notice provided that you have paid in full any outstanding balances on your Account.

You must tell us immediately if you become aware that the Account is being misused, whether fraudulently or in any other way. Until you notify us of these events, so that we can stop the use of the account or investigate any misuse of the Account, you will be liable for any losses we suffer as a result of any misuse of the Account.

We shall not (to the fullest extent permitted by law) be liable to you under this agreement (including if we are unable to comply with our obligations due to any event beyond our reasonable control).

We may send you any notice at the address specified on your application form, , or at any other address you notify to us in writing and you must tell us if you change your address. Our contact details are: Premier Garden Supplies Limited, Unit 2 Tweedale North Industrial Estate, Madeley, Telford TF7 4JT. Any notices must be given by first class post and will be regarded as served 2 days after the date of posting. If we relax any of these terms, this may be just a temporary measure or a special case, and we may strictly enforce the term(s) again at any time.

We may vary these terms at any time and issue you a copy via email or through the post to the address registered on your account application, and no other variations shall be valid.

We will use any personal information you provide in accordance with all applicable laws and regulations that relate to data protection and privacy, including the EU General Data Protection Regulation for the purpose of assessing the level of credit we can provide to you and as otherwise permitted by law (the “Purpose”). We may share details with credit reference agencies and other organisations for these purposes and for the purposes of updating such organisations with your payment performance information.

The personal information we have collected from you will be shared with fraud prevention agencies who will use it to prevent fraud and money laundering and to verify your identity. If fraud is detected, you could be refused certain services, finance or employment. Law enforcement agencies may access and use this information.

This agreement shall be governed by and construed in accordance with the law of England and Wales and all disputes arising in connection with the Contract shall be submitted to the non-exclusive jurisdiction of the English Courts

PREMIER GARDEN SUPPLIES LIMITED – TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS THE CUSTOMER’S ATTENTION IS DRAWN, IN PARTICULAR, TO THE PROVISIONS OF CLAUSE 9.

DEFINITIONS AND INTERPRETATION

Definitions:

Business Day:

Contract:

Customer:

Delivery Location:

Delivery Instructions:

Force Majeure Event:

Goods:

Premier Garden Supplies Ltd:

Order:

Order Form:

T&Cs:

Website:

Interpretation:

words in the singular shall include the plural and, in the plural, shall include the singular.
a person includes a natural person, corporate or unincorporated body (whether having separate legal personality).
a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
a reference to writing or written includes emails but excludes other electronic forms.

ORDER AND BASIS OF CONTRACT

These T&Cs apply to the Contract to the exclusion of any other terms and conditions that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these T&Cs.
The Order constitutes an offer by the Customer to purchase the Goods in accordance with these T&Cs. The Customer is responsible for ensuring that the terms of the Order, including the details set out in the Sales Invoice, are complete and accurate.
The Order shall only be deemed to be accepted when Premier Garden Supplies Ltd issues a written Sales Invoice document at which point the Contract shall come into existence.
Any samples, drawings, descriptive matter or advertising produced by Premier Garden Supplies Ltd and any descriptions or illustrations contained in Premier Garden Supplies Ltd catalogues or brochures or on the Website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
A quotation for the Goods given by Premier Garden Supplies Ltd shall not constitute an offer. Unless otherwise stated by Premier Garden Supplies Ltd in writing, a quotation shall only be valid for a period of 7 Days from its date of issue.

ACCEPTANCE AND REJECTION OF GOODS
REMEDIES FOR DEFECTIVE GOODS
DELIVERY

Premier Garden Supplies Ltd shall deliver the Goods using internal transport department or external courier in accordance with the Customer’s Delivery Instructions on such date as may be notified to the Customer by Premier Garden Supplies Ltd, or which might otherwise be agreed between the parties. Any deliveries will take place within normal working hours on a Business Day. Any delivery dates notified to the Customer by Premier Garden Supplies Ltd, or otherwise agreed between the parties, are deemed to be approximate delivery dates only, and the time of delivery of the Goods is not of the essence of the Contract.
If Premier Garden Supplies Ltd fails to deliver the Goods within 14 Business Days of any delivery date notified to the Customer by Premier Garden Supplies Ltd, or which has otherwise been agreed between the parties, or notifies the Customer that it will not be able to deliver the Goods, the Customer may cancel the Order and Premier Garden Supplies Ltd liability shall be limited to offering a refund of the price of the Goods only. Premier Garden Supplies Ltd shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Premier Garden Supplies Ltd with adequate Delivery Instructions or any other instructions that are relevant to the supply of the Goods.
Premier Garden Supplies Ltd shall ensure that:

the Goods are properly packed and secured in a manner to enable them to reach them delivery destination in good condition; and
each delivery of the Goods is accompanied by a delivery note that shows the Customer’s and Premier Garden Supplies Ltd reference numbers, the type and quantity of the Goods, storage, and installation instructions (if any).

Delivery of the Goods is completed on the completion of unloading of the Goods at the Delivery Location.
The Customer shall:

at the time of delivery, carry out a careful inspection of the Goods to check that the type and quantity of the Goods is correct. The Customer shall notify Premier Garden Supplies Ltd at the time of delivery if the type or quantity of Goods is incorrect. Unless such notification is given by the Customer at the time of delivery, the Customer shall be deemed to have accepted that the correct type and quantity of Goods have been delivered by Premier Garden Supplies Ltd; and
within 24 hours of delivery of the Goods, carry out a careful inspection of the Goods to check for any obvious or noticeable defects which are apparent. The Customer shall notify Premier Garden Supplies Ltd of any concerns it has in relation to the Goods immediately and, in such circumstances, the Customer may seek to reject the Goods in accordance with the T&C’s.

If the Customer fails to accept delivery of the Goods, then, except where such failure or delay is caused by a Force Majeure Event or Premier Garden Supplies Ltd failure to comply with its obligations under the Contract:

delivery of the Goods shall, for the purposes of Premier Garden Supplies Ltd rights, remedies, and obligations under the Contract, be deemed to have been completed at the point in time Premier Garden Supplies Ltd attempted to deliver the Goods: and
Premier Garden Supplies Ltd shall take away and store the Goods until redelivery takes place, and charge the Customer for all related costs and expenses incurred by Premier Garden Supplies Ltd because of the Customer’s failure to accept delivery of the Goods at the point in time Premier Garden Supplies Ltd first attempted to the deliver the Goods (including storage, insurance, and redelivery charges). This clause 5.6.2 shall, subject to clause 5.7, apply off to any subsequent number of failed deliveries attempted by Premier Garden Supplies Ltd after the first delivery attempt.

If, 14 days after the day on which Premier Garden Supplies Ltd first attempted to deliver the Goods, the Customer has not accepted delivery of them, Premier Garden Supplies Ltd may recall or resell or otherwise dispose of part or all the Goods. Nothing in this clause shall affect the Customer’s obligation to pay the price of the Goods in accordance with clause 7. 5.8 Premier Garden Supplies Ltd may deliver the Goods by instalments on separate loads.

TITLE AND RISK

The risk in the Goods shall pass to the Customer on completion of delivery.
Title to the Goods shall not pass to the Customer until the earlier of:

Premier Garden Supplies Ltd receives payment in full (in cash or cleared funds) for the Goods and any other goods that Premier Garden Supplies Ltd has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.

Until title to the Goods has passed to the Customer, the Customer shall:

store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Premier Garden Supplies Ltd property.
not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods.
maintain the Goods in satisfactory condition and keep them insured against all risks for them full price from the date of delivery.
notify Premier Garden Supplies Ltd immediately if it becomes subject to any of the events listed in clause 8.1; and
give Premier Garden Supplies Ltd such information relating to the Goods as Premier Garden Supplies Ltd may require from time to time.

Subject to clause 6.5, the Customer may resell the Goods in the ordinary course of its business (but not otherwise) before Premier Garden Supplies Ltd receives payment for the Goods. However, if the Customer resells the Goods before that time:

it does so as principal and not as Premier Garden Supplies agent.
title to the Goods shall pass from Premier Garden Supplies Ltd to the Customer immediately before the time at which resale by the Customer occurs: and
any payment received by the Customer on account of such resale of the Goods shall be held by the Customer on trust for, and promptly paid to, Premier Garden Supplies Ltd.

If, before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clause 8.1, then, without limiting any other right or remedy Premier Garden Supplies Ltd may have:

the Customer’s right to resell the Goods in the ordinary course of its business ceases immediately, and
Premier Garden Supplies Ltd may at any time: (a) require the Customer to deliver up all Goods in its possession that have not been resold; and (b) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored to recover them.

PRICE AND PAYMENT

The price of the Goods shall be the price set out in the Sales Invoice, or, if no price is quoted, the price set out in Premier Garden Supplies Ltd published price list in force as at the date the Order is accepted.
Premier Garden Supplies Ltd may, by giving notice to the Customer at any time before the Goods are dispatched for delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

any factor beyond Premier Garden Supplies Ltd control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
any request by the Customer to change the Delivery Location, delivery date or quantities or types of Goods ordered; or
any delay caused by any instructions of the Customer or failure of the Customer to give Premier Garden Supplies Ltd adequate or accurate information or instructions (including Delivery Instructions).

The price of the Goods:

excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Premier Garden Supplies Ltd at the prevailing rate, subject to the receipt of a valid VAT invoice and
includes the costs and charges of packaging and transport of the Goods (save for in circumstances where additional costs and charges are payable by the Customer pursuant to these T&Cs including under clause 5.6.2).

If a Customer has a pre-arranged credit account with Premier Garden Supplies Ltd, Premier Garden Supplies Ltd shall issue the Customer with an invoice for the price of the Goods at any time after it receives and agrees to the Customer’s Order. The Customer shall pay each invoice issued by Premier Garden Supplies Ltd within 30 days of the end of the month in which the invoice is dated. Premier Garden Supplies Ltd shall not be obliged to dispatch any Goods if the Customer’s pre-arranged credit account is, or because of entering the Contract will be, in excess of any credit limit imposed by Premier Garden Supplies Ltd.
If the Customer does not have a pre-arranged credit account with Premier Garden Supplies Ltd, Premier Garden Supplies Ltd shall issue the Customer with an invoice for the price of the Goods at any time after it receives the Customer’s Order.
Any payments to be made by the Customer under the Contract shall be in Sterling and in full and in cleared funds to such bank account as may be nominated in writing by Premier Garden Supplies Ltd. Time for payment of Premier Garden Supplies Ltd invoices is of the essence.
If the Customer fails to make any payment due to Premier Garden Supplies Ltd under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above National Westminster Bank base rate from time to time. Such interest shall accrue daily from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
The Customer hereby agrees to indemnify and keep indemnified Premier Garden Supplies Ltd in full against all costs, expenses, charges, and other amounts incurred or paid by Premier Garden Supplies Ltd (including legal and debt recovery fees and VAT thereon) because of the Customer’s failure to make any payment under the Contract when due.
The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Premier Garden Supplies Ltd may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Premier Garden Supplies Ltd to the Customer.

TERMINATION

Without limiting its other rights or remedies, Premier Garden Supplies Ltd may terminate this Contract with immediate effect by giving written notice to the Customer if:

the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 Business Days of that party being notified in writing to do so.
the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.
the Customer suspends, threatens to suspend, ceases, or threatens to cease to carry on all or a substantial part of its business; or
the Customer’s financial position deteriorates to such an extent that in Premier Garden Supplies Ltd opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

Without limiting its other rights or remedies, Premier Garden Supplies Ltd may suspend supply of the Goods under the Contract or any other contract between the Customer and Premier Garden Supplies Ltd if the Customer becomes subject to any of the events listed in clause 8.1.1 to clause 8.1.4, or Premier Garden Supplies Ltd reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
Without limiting its other rights or remedies, Premier Garden Supplies Ltd may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
On termination of the Contract for any reason the Customer shall immediately pay to Premier Garden Supplies Ltd all Premier Garden Supplies Ltd outstanding unpaid invoices and interest.
Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

LIMITATION OF LIABILITY

Nothing in these T&Cs shall limit or exclude Premier Garden Supplies Ltd liability for:

death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable).
fraud or fraudulent misrepresentation.
breach of the terms implied by section 12 of the Sale of Goods Act 1979;
defective products under the Consumer Protection Act 1987; or
any other matter in respect of which it would be unlawful for Premier Garden Supplies Ltd to exclude or restrict liability. 9.2 Subject to clause 9.1:

Premier Garden Supplies Ltd shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: (a) loss of profits. (b) loss of sales or business. (c) loss of agreements or contracts. (d) loss of anticipated savings. (e) loss of use or corruption of software, data, or information. (f) loss of or damage to goodwill; and (g) indirect or consequential losses, unless the exact nature and extent of such potential losses have been brought to Premier Garden Supplies Ltd attention in writing, referring to this clause 9, before the Customer’s Order has been accepted; and
Premier Garden Supplies Ltd total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 150% of the price of the Goods.

INTELLECTUAL PROPERTY RIGHTS

Nothing in these T&Cs is intended to or shall have the effect of transferring to or vesting in the Customer any intellectual property rights owned by Premier Garden Supplies Ltd or any of its own licensors.
The Customer hereby agrees to indemnify and keep indemnified Premier Garden Supplies Ltd in full against all costs, expenses, damages, and losses, including any interest, fines, legal and other professional fees and expenses suffered, incurred, or paid by Premier Garden Supplies Ltd as a result of the Customer’s actual or alleged infringement of Premier Garden Supplies Ltd or its own licensors’ intellectual property rights.

FORCE MAJEURE

Force Majeure Event means any circumstance not in a party’s reasonable control including:

acts of God, including earthquakes and other natural disasters.
unusual or severe weather, including snowstorms, blizzards, hail, prolonged sub-zero temperatures and icing, flooding, droughts, high winds, prolonged fog, dust storms, and any circumstances attributable to the same (in particular, travel disruptions, delays and cancellations suffered by the party’s personnel).
epidemic or pandemic.
terrorist attack, civil war, civil commotion or riots, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off diplomatic relations.
nuclear, chemical, or biological contamination, or sonic boom.
any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota, or prohibition, or failing to grant a necessary licence or consent.
collapse of buildings, fire, explosion, or accident.
any labour shortages (for whatever reason) or trade disputes, strikes, industrial action or lockouts.
non-performance by suppliers or subcontractors; and/or
interruption or failure of utility service.

Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for three months, the party not affected may terminate this Contract by giving 14 days written notice to the affected party.

GENERAL

Assignment and other dealings.

Premier Garden Supplies Ltd may at any time assign, transfer, mortgage, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under the Contract.
The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all its rights or obligations under the Contract without the prior written consent of Premier Garden Supplies Ltd.

Confidentiality.

Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by clause 12.2.2.
Each party may disclose the other party’s confidential information: (a) to its employees, officers, representatives, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other party’s confidential information complies with this clause 12.2; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

Entire agreement.

This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it shall have no remedies in respect of any statement, representation, Or Assurance (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

Variation.

No variation of this Contract shall be effective unless it is in writing and signed by the parties (Or their authorised representatives). These T&Cs are updated by Premier Garden Supplies Ltd from time to time and the Customer acknowledges and agrees that it should check for changes each time it enters a Contract. The date on which the T&Cs were last updated is set out at the end of the T&Cs.
Special terms may be incorporated into the Contract as set out in the Order Form. In the event of any conflict between these T&Cs and any such special terms, such special terms set out in the Order Form shall prevail.

12.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
Notices.

Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post or other next working day delivery service, commercial courier, or email.
A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.7.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

Third party rights. No one other than a party to this Contract shall have any right to enforce any of its terms.
Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.

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CREDIT ACCOUNT TERMS AND CONDITIONS

PREMIER GARDEN SUPPLIES LIMITED – TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS THE CUSTOMER’S ATTENTION IS DRAWN, IN PARTICULAR, TO THE PROVISIONS OF CLAUSE 9.