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Trees-Online Trade & Wholesale Terms and Conditions
Scope: These terms apply to business-to-business sales (trade and wholesale) only. By placing an order, you warrant that you are acting in the course of business and not as a consumer. Consumer purchases are governed by separate consumer terms.
These terms may change without notice. The current version is published on this website.
Contents Trade / Wholesale
1. Definitions
We, us, our means Trees-Online (Internet Consultancy and Management 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.
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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).
2.4 Priority of Upstream Conditions: Where any provision of these terms conflicts with a mandatory condition imposed by the originating Supplier or Carrier, the Supplier or Carrier condition shall prevail to the extent necessary to determine liability, inspection, acceptance, or rejection of Goods.
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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.
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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.
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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.
- Customer-caused delay: Where delivery, dispatch, or collection is delayed at your request or due to access, scheduling, or readiness issues on your site, risk shall pass to you once the Goods are allocated, lifted, or made ready for dispatch, notwithstanding that they remain at the Supplier's premises.
- 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.
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6. Supplier-Linked Conditions and Upstream Constraints
You acknowledge that fulfilment depends on third-party Suppliers and Carriers whose terms, practices, inspection standards, tolerances, and claim deadlines may apply to your order.
Where a Supplier or Carrier imposes conditions including (without limitation) inspection requirements, claim notification deadlines, returnable container charges, pallet or trolley deposits, mandatory delivery slots, minimum order quantities, postponement, storage or husbandry fees, cancellation charges, or rejection criteria, such conditions shall apply to the Goods and may limit or preclude recovery.
Any claim, refund, replacement, or credit is strictly conditional upon the Supplier or Carrier accepting liability under their applicable terms. We shall have no obligation to compensate you where the Supplier or Carrier rejects a claim, whether due to late notification, insufficient evidence, inspection outcome, or other non-compliance with their requirements.
We may pass through Supplier or Carrier charges at their prevailing rates where incurred in connection with your order. Such amounts are recoverable from you as a debt where evidenced by Supplier or Carrier invoice or written notice. We can provide extracts or summaries of relevant supplier conditions affecting your order upon request.
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7. Inspection, Claims and Evidence
- Immediate inspection: You must inspect the Goods immediately upon delivery and record any visible damage or shortage on the carrier's delivery documentation.
- Strict time limits: Written notice of transit damage, shortage, or visible defect, supported by clear dated photographs, must be received by us within 24 hours of delivery or within any shorter deadline imposed by the originating Supplier or Carrier, whichever is earlier.
- Non-visible defects: Must be notified in writing promptly upon discovery and in all cases within the Supplier's applicable inspection or claim period. Where a Supplier imposes a growing-season or inspection cut-off, that cut-off shall prevail.
- Invalid claims: Claims submitted outside applicable upstream deadlines, lacking required evidence, or where the Goods have been planted, altered, disposed of, neglected, or allowed to deteriorate, shall be invalid and rejected.
- Do not dispose or return: No Goods may be returned, destroyed, or replaced without our prior written authorisation. Where a return is agreed, you must maintain the Goods in saleable condition until collection. Failure to do so voids any entitlement to credit or replacement.
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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.
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9. Product Descriptions and Images
Images on this website or in any marketing materials may be digitally created, enhanced, or modified for illustrative purposes. All products are natural and subject to variation in shape, size, structure, and seasonal appearance. Images and descriptions are provided as a guide only and do not form part of the contractual specification unless expressly agreed in writing.
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10. 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.
- Deterioration during holding: We accept no responsibility for any deterioration, loss of quality, or failure arising from postponed delivery or extended holding beyond the Supplier's recommended handling or planting window, whether such deterioration occurs before or after physical dispatch.
- 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.
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11. 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.
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12. Title and Retention
- Title remains with us until full payment (including any interest and costs) is received.
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13. 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.
- Recovery costs: Where we are required to enforce payment or recover sums due, you shall indemnify us for all reasonable legal, enforcement, and recovery costs incurred on a full indemnity basis, to the extent permitted by law.
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14. 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.
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15. 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.
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16. Returns Policy (Trade)
Except for mis-supply or confirmed defect notified under clause 7, trade Goods are sold on a firm, non-returnable basis.
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17. 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.
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18. 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.
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19. 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.
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20. 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.
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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.
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