Trees-Online Trade & Wholesale Terms and Conditions

1. Definitions

We, us, our means Trees-Online (Trees-Online Ltd or the trading entity named on the quote/invoice). You means the business customer placing an order. Goods means the trees, plants, and accessories described in our quote or order acknowledgement. Supplier means any third-party grower or logistics partner we use to fulfil your order. Carrier means the Supplier's nominated transport provider.

2. Basis of Contract

• Contract formation: A binding contract is formed when full payment is received and we issue a written order acknowledgement or invoice confirming acceptance.
• Incorporation: By paying a pro forma invoice or confirming an order in writing, you confirm that you have read and accepted these terms, which take precedence over any terms contained in your purchase order or other document unless we agree otherwise in writing.
• Key notices on our documents: Our quotes, order confirmations and pro forma invoices state that supply is direct-from-grower, we act as intermediary for carriage, risk passes at dispatch, and after-delivery claims are handled via the Supplier/Carrier.
• These are the only terms that apply unless varied under clause 18. Trade sales are governed by the Sale of Goods Act 1979 (as amended).

3. Quotes, Minimum Order and Prices

• Quote validity: 30 days from the date shown, subject to stock availability and Supplier confirmation.
• Minimum order guideline: £1,000 net. We may accept lower values at our discretion.
• Prices: Prices cover the cost of plants only. Delivery and packaging are charged separately and itemised on the invoice.
• Price changes (rare): Before payment is received, we may adjust prices if Suppliers or Carriers impose unexpected increases (e.g. exchange rates, customs duties, fuel). We will notify you in writing and obtain your written confirmation before proceeding. If you do not accept the revised price within the stated response window, the order will lapse automatically with no liability to either party.

4. Payment

• Payment in full is required before delivery.
• No set-off: You shall not withhold, set off, or deduct any sums from amounts due.
• Claims process: Any damages are handled on a per-order basis after delivery in accordance with clause 7.
• If account terms are expressly agreed in writing, invoices are due on the stated date; interest accrues thereafter at 4% p.a. over HSBC Bank plc base rate, calculated daily, under the Late Payment of Commercial Debts (Interest) Act 1998. Reasonable collection costs are recoverable.

5. Delivery, Access and Risk

• Direct supplier delivery: Orders may be fulfilled and delivered directly by our Suppliers or their Carriers. Documentation or labelling may reference the original Supplier; this does not affect your contract with us.
• Agency for carriage: We act solely as agent in arranging delivery and accept no liability for carriage beyond forwarding your claim to the Supplier or Carrier. We do not assume contractual responsibility for carriage; delivery is arranged solely as agent for the Supplier. We are not the carrier or bailee and accept no bailment obligations. You are responsible for arranging adequate transit insurance once goods leave the grower.
• Risk transfer: Risk in the Goods passes to you when the Goods are delivered to the first Carrier for transport to you. Title passes only when we receive payment in full.
• Kerbside delivery & access: Delivery is kerbside unless agreed in writing. You must provide clear, safe, and suitable access for large vehicles (hard standing, turning space) and arrange off-loading equipment and personnel. Drivers are not required to move plants beyond the delivery point.

Delivery, Access and Risk - Additional Conditions

• Waiting time: Charges apply after a free 30-minute window, typically from £50 per hour at the Carrier's prevailing rate.
• Failed or refused delivery / no access: Redelivery or return transport is chargeable, typically from £150 per load or at the Carrier's prevailing rate.
• Alternative vehicle or equipment (e.g., smaller truck, tail-lift, Hiab/crane): Chargeable, typically from £150 per delivery.
• Obstruction / unsafe site: Additional handling charges may apply, typically from £75 per incident.
• Returnable equipment (pallets/CC trolleys/frames): Hire or replacement is chargeable at Supplier rates; typical charges £10-£100 per item. Equipment must be emptied and made available for collection at the next delivery or within seven days.
• Refusal or postponement after dispatch: Risk remains with you and we may recover all related costs, including return transport, storage, husbandry, and losses arising from delay.
• Carrier damage/delay: We will assist you in liaising with Suppliers or Carriers to pursue any transit claims; however, liability for loss, damage, or delay in transit rests with the Supplier or Carrier under their terms.

6. Supplier-Linked Conditions

You acknowledge that fulfilment depends on Suppliers. Where a Supplier imposes specific conditions - for example, inspection or claim time limits, returnable container charges, pallet or trolley deposits, mandatory delivery slots, minimum order quantities, storage or postponement fees, or cancellation penalties - we may pass these through to you at the Supplier's prevailing rates, and such amounts are recoverable from you as a debt. We can provide extracts or summaries of relevant supplier conditions affecting your order upon request. All such pass-through costs will only be recovered where evidenced by the Supplier's invoice or written notice, and we will provide proof of such charges on request.

7. Inspection, Definitions and Claims

• On delivery: Inspect the Goods immediately and note any visible damage or shortages on the carrier's delivery record.
• Transit damage or shortage: Notify us in writing with dated photos within 24 hours of delivery or within the Supplier's stated claim period if longer.
• Non-visible defects: Notify us within 5 working days of discovery and no later than the end of the next growing season.
• Definition: "End of the next growing season" means 31 October following delivery, unless we agree otherwise in writing.
• Evidence and care: Provide dated photos of the whole tree and the defect. Do not dispose of Goods without our written consent. If a return is agreed, you are responsible for maintaining the Goods in saleable condition until collection - including adequate watering, protection from frost, and access to light. Neglect or deterioration may void any refund or replacement.
• Returns logistics: All returns or collections must be arranged by us through the original Supplier. Do not return Goods independently without our written authorisation.

8. Substitutions and Living Stock

• No substitutions without consent: We will not make substitutions without your prior consent. If an item becomes unavailable, we will contact you to agree an alternative or amend the order.
• Living stock variability: Sizes are guidelines within typical nursery tolerances. Minor transit desiccation or broken twigs that can be pruned out is not a defect.
• No warranty is given for survival, growth, flowering, or performance after delivery, including losses due to weather, pests, disease, soils, planting, irrigation, or maintenance.
• Descriptions and tolerances: Descriptions, images, and illustrations are for guidance only. Conformity is to reasonable nursery-standard tolerances for species, size, and grade. Natural variation in habit, branching, colour, and seasonality will occur.

9. Cancellations, Postponements and Storage

• After allocation, lifting, grading, labelling, or loading: a cancellation charge of 30%-50% of the order value applies, plus any transport and handling already incurred.
• After dispatch: orders are non-cancellable and non-returnable except for mis-supply or confirmed defect under clause 7.
• Postponements/holding: If you request that delivery or collection be postponed after the order is ready, we may charge reasonable storage and maintenance (husbandry) fees. Risk in the Goods passes to you once the order is ready, even if held at your request. Live plants can deteriorate rapidly when held beyond their ideal planting window - for example, rootballed stock may begin to break bud or dry out, and bare-root plants held late in the season may lose viability. We cannot accept responsibility for any decline in quality or survival resulting from postponed delivery.
• Supplier inability: If a Supplier is unable or unwilling to supply for any reason beyond our reasonable control (including insolvency, crop failure, embargo, or regulatory restriction), we may cancel undelivered items and will refund any sums paid for those undelivered Goods only. If a Supplier becomes insolvent after we have paid them, our liability is limited to any sums we are actually able to recover from that Supplier. This is your sole and exclusive remedy for such cancellation.

10. Returnable Equipment

Returnable pallets, cages, CC trolleys, or frames remain the property of our Suppliers or Carriers. They must be emptied and made available for collection at the next delivery or within seven days. Failure to return them promptly may incur hire or replacement charges at the Supplier's prevailing rates. We accept no liability for such charges if equipment is withheld, misplaced, or damaged after delivery.

11. Title and Retention

• Title remains with us until full payment (including any interest and costs) is received.

12. Liability

• We are not liable for indirect or consequential loss, loss of profit, contracts, or business interruption.
• Limitation period: No claim may be brought more than 12 months after delivery.
• Cap: Subject to the paragraph below and to the extent permitted by law, our total liability in contract, tort (including negligence), misrepresentation or otherwise for any claim in connection with the Goods is limited to the price paid for the Goods or, at our option, replacement of the Goods. The cap applies per claim and in aggregate per order, and this clause survives termination.
• We shall not be liable for loss or deterioration of plants after delivery due to handling, planting, siting, irrigation, weather, pests, or disease.
• Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded. We do not purport to exclude liability for direct physical damage to tangible property caused by negligence.
• Implied terms: All warranties and conditions implied by sections 13-15 of the Sale of Goods Act 1979 are excluded to the fullest extent permitted by law in business-to-business transactions.
• Scope of limitation: This limitation applies to all claims in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, and survives termination.

13. Force Majeure

We are not liable for delay or failure caused by events beyond our reasonable control, including but not limited to extreme weather, disease outbreaks, labour disputes, transport failure, acts of God, government action, sanctions, Supplier failure, or shortage of materials. We shall use reasonable endeavours to mitigate delay. We may cancel or suspend any affected part of an order without liability, and may recover from you reasonable costs already incurred before such cancellation or suspension. Any substitution of goods must be agreed in writing by both parties; we will refund any sums paid for undelivered Goods only.

14. Compliance

• You will comply with plant passporting, phytosanitary, import/export, biosecurity, and local planting rules. We may refuse return of planted stock for biosecurity reasons.
• You will comply with anti-bribery and sanctions laws applicable to the transaction.

15. Returns Policy (Trade)

Except for mis-supply or confirmed defect notified under clause 7, trade Goods are sold on a firm, non-returnable basis.

16. Data and Privacy

We process business contact data on the lawful basis of contract performance to fulfil trade orders. If you are a sole trader or partnership, your personal data will also be processed in accordance with our Privacy Policy. See https://www.trees-online.co.uk/Legal/privacy-policy for details.

17. No Professional Advice

We do not provide professional horticultural, arboricultural, landscaping, or design advice. Any guidance in our quotes, emails, website, or documents is general information only. All planting and aftercare decisions are the buyer's responsibility, and we accept no duty of care or liability for reliance on such information.

18. General

• Variation: Changes must be in writing and signed by us.
• Assignment: You may not assign or transfer any part of the Contract without our written consent. We may sub-contract any part of fulfilment.
• Severability: If a clause is invalid, the rest remains effective.
• Entire agreement: These terms, the quote, and the order acknowledgement are the whole agreement.
• Third-party rights: No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.

19. Law and Jurisdiction

These terms and any dispute are governed by the laws of England and Wales, to the exclusion of conflict-of-laws rules. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales. This same jurisdiction notice appears on all quotes and order forms for certainty of incorporation.

Appendix A - Possible Supplier-Imposed Charges (Guidance Only)

The following charges may be applied by upstream Suppliers or Carriers and will be passed through at their prevailing rates. Amounts are indicative only and do not limit recovery of the Supplier's actual charges. All such amounts are recoverable from you as a debt.

• Cancellation after allocation/lifting: typically up to 50%-100% of order value, plus any transport/handling already incurred.
• Amendment or cancellation of stock items after allocation: typically up to 50% of order value.
• Postponement/storage/husbandry: at prevailing rate, typically 3%-5% of order value per week or a per-item weekly fee.
• Waiting time / redelivery / failed access: Carrier's rate, commonly from £50 per hour or actual redelivery cost.
• Specialist equipment (Hiab/crane/long-reach): charged at cost; may exceed £150 per lift.
• Returnable equipment (pallets/CC trolleys/stillages): hire or replacement at prevailing rates; typical pallet deposit/charge £10-£100 each.
• Small order/minimum order surcharge: typically from £30 for orders below Supplier minimums.
• Fuel surcharges / exchange rate / customs uplifts: variable; applied when Carriers or Suppliers levy increases after quote.