TERMS OF BUSINESS

VELLA LTD. TERMS AND CONDITIONS

These are the Terms and Conditions of sale, which apply to the sale of Goods supplied by Vella Ltd. PLEASE READ CAREFULLY

1. INTERPRETATION
In these Conditions :-
“Conditions” means the standard terms and conditions of sale set out in this document and (as amended from time to
time) include any special terms and conditions agreed in writing between the Company and the Customer.
“Contract” means the Contract for the purchase and sale of the Goods.
“Credit Customer” means a Customer who has a credit account with the Company. Terms for opening an account, subject to status, are available on request. The Company reserves the right to vary or cancel credit facilities at any time
without notice.
“Customer” means the person and or business who accepts a quotation from the Company for the sale of the Goods or whose order for the Goods is accepted by the Company.
“Company” means Vella Ltd, 14 The Scarr, Newent, Glos GL18 1DQ UK.
“Goods” means the goods the Company is to supply in accordance with these conditions.
“Matting/Blanket/Material” means the Matting/Blanket/Material that the Company is to supply as Goods in accordance with these conditions where applicable.

2. BASIS OF SALE
2.1 The Company shall sell and the Customer shall purchase the Goods subject to these Conditions, which shall
govern the Contract to the exclusion of any other terms & conditions proposed by the customer. By placing an order the customer agrees to be bound by these terms and conditions.
2.2 Advice and information shall always be given according to the best of its knowledge and ability without any
liability to the Company whatsoever.
2.3 Any typographical clerical or other error or omission in any sales literature, quotation, acceptance of offer
invoice or other document or information issued by the Company shall be subject to correction without liability on
the part of the Company.

3. QUOTATIONS AND ORDERS
3.1 Unless other wise expressly stated therein a quotation shall not remain open for more than 28 days from the
date of the quotation. A quotation may be withdrawn at any time.
3.2 The Company accepts orders, subject to the following conditions:-
3.2.1 The Goods being unsold at the date of receipt of the Customer’s written confirmation of purchase.
3.2.2 Receipt of a deposit for the Goods where applicable.
3.2.3 Availability of Goods.
3.3 If the Company is unable to fulfil an order because of any reason set out at Clause 3.2 above and if no
substitution is agreed under Clause 4, the Company may cancel the order and shall refund any monies paid by the
Customer to the Company. The Company shall have no further liability to the Customer.
3.4 No order, which has been accepted by the Company, may be amended by the Customer except with the agreement in writing of the Company.
3.5 Any order placed by the Customer shall be deemed a firm Contract of sale when the Company issues a
Confirmation of Sale. This applies whether the Customer submit or does not submit a Customer purchase note.

4. SUBSTITUTION
If a variety of Goods are not available, no substitution will be made unless the Customer instructs the
Company and the Company and the Customer agree the substitution.

5. PRICES
5.1 The price of the Goods shall be as listed on the Company’s confirmation order. No variation can take place
without prior agreement in writing by the Company.
5.2 Except as otherwise stated under the terms of any quotation or in any price of the Company and unless
otherwise agreed in writing between the Customer and the Company, all prices are given by the Company on an ex-store basis. Where the Company agrees to deliver the Goods otherwise than at the Company’s premises the Customer shall be liable to pay the Company’s charges for transport packaging and insurance.
5.3 The price of Matting/Blanket/Material is currently quoted exclusive of Value Added Tax. All other Goods shall
be charged at the applicable rate of VAT (or such other equivalent or similar tax or charge) as at date of invoice or
as appropriate.

6. OWNERSHIP
6.1 Until paid for in full, all Goods supplied by the Company, remain the Company’s property. The Customer undertakes to look after the Goods pending payment and to keep the Company informed of their whereabouts and to make them available for collection in the event of non-payment.
6.2 Risk passes to the Customer on collection or delivery of the Goods.

7. CANCELLATIONS
7.1 A sale to a Customer is deemed to have been taken place by the Company and is not able to be modified or
cancelled unless agreed by the Company in writing.
7.2 A sale to a Customer is confirmed as an order by fax, email or in writing.
7.3 Only by agreement between the Customer and the Company exchanged in writing can a cancellation of Goods take
place.
7.4 With or without a written notice of Confirmation of Purchases by the Customer to the Company an Acknowledgement of Order by the Company to the Customer shall be binding on the Customer to take and/or pay for the Goods.

8. DELIVERY
8.1 Delivery of the Goods shall take place when the Customer collects the Goods from the Company’s premises or if
the Company agrees some other place or method of delivery with the Customer by the Company delivering the Goods to that place.
8.2 Any dates quoted for collection or deliveries of Goods are approximate only and the Company shall not be
liable for the consequences of any delay in the delivery of the Goods howsoever caused. Time of delivery shall not
be of the essence. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving
reasonable notice to the Customer.
8.3 If the customer fails to take delivery of the Goods in whole or part, or fails to give the Company adequate
delivery instructions at the time stated for the delivery, otherwise than by reason of any cause beyond the Customers
reasonable control or reason of the Company’s fault, then without prejudice to any other right or remedy available to
the Company, the Company may:
8.3.1 Store the Goods until actual delivery and charge the Customer for the reasonable costs including insurance
and storage; or
8.3.2 Sell the goods at the best price readily obtainable and after deducting all reasonable storage and selling
expenses account to the Customer for the excess over the price under the Contract or charge the Customer for any
short-fall below the price under the Contract.
8.3.3 Charge the customer in full for the Goods and all costs incurred if no alternative sale of the Goods can be
achieved.
8.4 Costs of transport and packaging arranged and agreed between the Company and the Customer will be charged and
invoiced where possible with the Goods.
8.5 The Company may split delivery of Goods ordered. In such cases the Company shall be entitled to treat part
delivery as a separate contract and invoice separately.
8.6 If the Customer is of the opinion that there is a shortfall in the agreed quantity at the time of delivery,
then the Company must be advised immediately and with every consignment.
8.7 Should any quantity, within a delivery be adjudged by the Customer, not to meet specifications then the
Company must be advised immediately and the Goods claimed to be defective held in good and re-usable condition. Any delay in advising or disposal of plants negates any rights to claim against the Company.

9. FORCE MAJEURE
Should the fulfilment of any contract or order be prevented or delayed by Act Of God, action by any
Government, blockade, revolution, prohibition of export or import, riot, civil commotion, strikes, lockouts, force
majeure, failure of crops, breakdown of machinery, power failure, fuel shortage, lost and/or detention at sea or any
other contingency beyond the Company’s control, the Company will not be responsible for any loss and/or damage
occasioned thereby. Should any of the Goods be rendered unfit for delivery by reason of any of the above acts the
contract so far as it relates to those Goods shall be deemed to be cancelled.

10. PAYMENT
10.1 Credit Customers shall pay the price of the Goods within 30 days of the date of the Company’s invoice. Time
for payment of the invoice shall be of the essence of the Contract. All payments are due without deduction or
set-off.
10.2 If the Customer fails to make payment in full on the due date, then without prejudice to any other remedy
available to the Company, the Company shall be entitled to charge the Customer interest. Interest will be charged on
overdue accounts at a rate of 2% per month calculated on the outstanding balance. A part of a month will be treated
as a full month for the purpose of calculating interest.
10.3 A deposit of 25% of the value of the plants ordered is due and payable (on discretion of the Company) within
14 days of the deposit invoice on all Matting/Blanket/Materials. Other products may be added at the Company’s discretion.
10.4 The Company reserves the right to set-off any unpaid invoice or invoices against sums owing by the Company to
the Customer.

11. NON-PAYMENT
11.1 The Company reserves the right to withhold deliveries until all outstanding payments under any Contract with
the Company by the Customer have been received and reserved a lien upon ? and the rights to sell or otherwise dispose
of all Goods the subject of this Contract whether appropriated to it or not in respect of any such payments.
11.2 The Company reserves the right to recover in full, from the Customer any monies which will become due as a
result of non-delivery because of non-payment.

12. WARRANTIES AND LIABILITIES
12.1 Subject to the conditions set out below and unless stated to the contrary, the Company warrants the
Matting/Blanket/Materials have been grown and produced to in accordance with Best Practice and the Customers specification. The Matting/Blanket/Materials are believed to be healthy at the time of delivery.
12.2 The Company gives the above warranty subject to the following conditions:-
12.2.1 The Company shall not have any liability whatsoever to the Customer under, or in any way related to, the sale
and purchase of the Goods for any further loss or damage of any nature whatsoever, including, without limitation,
consequential loss (including loss of profit or use or third party claims). The reason for this limitation of
liability is that while the Company has taken all reasonable care to keep the Goods true to type and disease and pest
free, plants are living organisms, field-grown or tunnel-grown, and therefore open to the environment, so the
Company cannot guarantee that they are true-to-type and disease and pest-free. The price of the Goods reflects the
limits to the Company’s obligations; if a customer wants us to supply plants with a guarantee of these matters, they
Company will endeavour to offer plants at a price which allows it to do so.
12.2.2 The Company will take no liability on the health of Matting/Blanket/Material over and above plant passport
regulation on new varieties that are within 3 years of their date of launch by the licence holder in the UK.
12.2.3 The Company shall accept no liability or consequential losses for the non-supply of Matting/Blanket/Materials where Matting/Blanket/Materials have not been supplied due to Matting/Blanket/Materials health problems or Matting/Blanket/Material failure during propagation or damage during storage or transport or otherwise outside the Company’s control.
12.2.4 The Company shall be under no liability in respect of any problem arising after delivery from wilful damage,
negligence or failure to follow the Company’s instructions, whether oral or in writing.
12.2.5 The Company shall be under no liability under the above warranty, or any other warranty, condition or
guarantee if the total price of the Goods has not been paid by the due date for payment.
12.2.6 The Company shall be under no liability under the above warranty or any other warranty condition or guarantee
if any inappropriate fertiliser or chemical treatment is applied to the Matting/Blanket/Materials or to the soil/substrate onto which the Matting/Blanket/Material are placed or planted.
12.2.7 The Company does not guarantee the further growth and/or flowering of the Matting/Blanket/Materials in any respect whatsoever.
12.2.8 In accordance with these Terms and Conditions in general, no claim against the Company in respect of Matting/Blanket/Materials quality will be considered unless submitted in writing, and supported by written professional proof and evidence.
12.3 Subject as expressly provided in these Conditions and accept where the Goods are sold to a person dealing as
a consumer, within the meaning of the Unfair Contract Terms Act 1977, all warranties, conditions or other terms
implied by the statute or common law are excluded to the fullest extent permitted by law.
12.4 Where the Goods are sold under a consumer transaction, as defined by the Consumer Transaction (Restrictions
on Statements) Order 1976, the statutory rights of the Customer are not affected by these conditions.
12.5 Where a valid claim in respect of any Goods which is based on any defect in the quality or condition of the
Goods or their failure to meet specification is notified to the Company in accordance with the above condition, the
Company shall be entitled to replace the Goods. The Company shall have no further liability to the Customer. The
Company does not hold Product Liability Insurance. The Customer should not hold insurance for Consequential Loss.
12.6 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be
liable to the Customer by reason of any representation, any implied warranty condition or other term, any duty at
common law or under the express terms of the Contract for any consequential loss or damage. The Company shall not be liable for loss of profit or otherwise, costs expenses or other claims for consequential compensation whatsoever, and
whether caused by the negligence of the Company its employees or agents otherwise, which arise out of or in
connection with the supply of the Goods or their use or resale by the Customer, except as expressly provided in these
conditions.
12.7 The warranties given in these conditions are personal to the Customer and are not capable of being assigned.
12.8 The Company will deliver with the Goods a delivery note and unless the Customer disputes the contents within
24hrs after the date recorded upon it the particulars shown upon it shall be conclusive as against the Customer.
12.9 Any description of the Goods appearing in the Company’s advertising or in a catalogue or literature produced
by the Company is given by the way of identification only and the use of the description shall not constitute a sale
by description. In so far as information contained in such advertising catalogue and literature has been compiled
from information supplied to the Company and the Company accepts no responsibility for its accuracy.
12.10 Under no circumstances will the Company consider valid any complaint relating to plants in respect of
quality, pests, diseases or any other alleged disorders if such complaints are not fully supported with substantive
evidence in writing. In any event no complaints about Matting/Blanket/Materials will be considered if any part of the Company’s Terms and Conditions are breached by the Customer.

13. ARBITRATION
13.1 Any dispute under this contract shall be referred to arbitration as follows:
13.1.1 In the case of a dispute between a member of the National Farmers’ Union for England and Wales or a member of
the National Farmers’ Union of Scotland and a member of the AIC (Agricultural Industries Confederation, previously
UKASTA), the dispute shall be referred to arbitration under the rules for the conduct of arbitration jointly agreed
between those three organisations; and the making of this Contract shall be deemed to be respectively an offer and
acceptance in writing to settle any dispute arising out of this Contract by arbitration as required by those rules.
13.1.2 Unless otherwise agreed, in every other case the dispute shall be referred to arbitration in accordance with
the arbitration rules of the AIC, Confederation House, East of England Showground, Peterborough, PE2 6XE and all
parties shall in making this contract be deemed to have knowledge of such rules and to have elected to be bound
thereby.
13.2 Subject to the above, the Company and the Customer hereby submit to the exclusive jurisdiction of the English
Courts and the Contract and Conditions shall be governed by and interpreted solely in accordance with English Law and
in this English version.

14. INSOLVENCY
14.1 If either party to the Contract:
(a) Has a Receiver or Liquidator appointed to any of his property or business undertaking; or
(b) Announces that he is ceasing to Trade (other than for declared legitimate reasons such as retirement, whilst
continuing to honour all existing contracts); or
(c) Fails to make a payment as due, suspends payment and/or notifies any of his creditors that he is unable to
meet debts or that he is about to suspend payment of his debts; or
(d) Convenes, calls or holds a meeting of creditors; or
(e) Being an individual trader commits an act of bankruptcy and/or is adjudicated bankrupt or makes any
composition or scheme of arrangement with his creditors; or
(f) Being a body corporate convenes, calls or holds a meeting for the purpose of going into liquidation (other
than for the purpose of reconstruction or amalgamation) by the making of an order or the passing of a resolution for
winding-up; or
(g) The other party being a partnership’ any of the above events occurs with respect to partnership or to any
partner therein, then :- not withstanding any previous arrangement with the other party deferred payments, the full
or full remaining price for any Goods delivered by the innocent party shall become immediately due to him; and’ the
innocent party shall have the right without prejudice to any other rights and remedies available to him, to cancel
and/or suspend or to refuse to accept any further deliveries and/or to terminate the contract at any time after
becoming aware of any circumstances providing that: – when exercising any of the above rights the innocent party
informs the other party of his intention to exercise such rights in writing within 28 days after the relevant
occurrence.
14.2 Whenever the innocent party exercises any of these rights, the innocent party will not be liable to pay any
compensation to the other party.

15. GENERAL
15.1 Any notice required or permitted to be given by either party to the other under these Conditions 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 notice.
15.2 No waiver by the Company of any breach of contract shall be considered as a waiver of any subsequent breach
of the same or any other provision.
15.3 If any provision of these Conditions is held by competent authority to be invalid or unenforceable in whole
or in part the validity of the other provisions of these conditions and the remainder of the provisions in question
shall not be affected thereby.

2010. Vella Ltd, 14 The Scarr, Newent, Glos, GL18 1DQ, UK.
No part of this
publication may be reproduced without prior consent.
Version No. 2

Vella Ltd,
14 The Scarr, Newent,
Gloucestershire GL18 1DQ

Contact: Tim Riley sales@greenrooftops.co.uk

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