Hedges Direct Trade Customer Terms and Conditions of Sale

Company details. Hedges Direct, which is a trading brand of HD Plants Ltd (company number 03650706) ( we and us ) is a company registered in England and Wales and our registered office is at York House, Foxhole Road, Chorley, England, PR7 1NY. Our main trading address is Hedges Direct, Five Acres Farm, Dawbers Lane, Euxton, Lancashire, PR7 6EE. Our VAT number is 256818865.

Contacting us. To contact us telephone our customer service team at 01257 367734 or email [email protected]. How to give us formal notice of any matter under the Contract is set out in clause 15.2.

Our contract. These terms and conditions ( Terms ) apply to the Order by you and supply of goods by us to you through the trade portal of our website ( Order ) at https://www.hedgesdirect.co.uk/trade ( Contract ). No other terms are implied by trade, custom, practice or course of dealing.

Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

Placing your Order. Please follow the onscreen prompts to place an Order. Each Order is an offer by you to buy the goods specified in the Order ( Goods ) subject to these Terms.

Correcting input errors. Our Order process allows you to check and amend any errors before submitting your Order to us. Please check the Order carefully before confirming it. You are responsible for ensuring that your Order and any specification submitted by you is complete and accurate.

Acknowledging receipt of your Order. After you place an Order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your Order has been accepted. Our acceptance of your Order will take place as described in clause 3.4.

Accepting your Order. Subject to clause 7.2 below in relation to click and collect orders , our acceptance of your Order takes place when we send the email to you to accept it, at which point the Contract between you and us will come into existence. We will confirm our acceptance to you by sending you an email that confirms that the Goods have been dispatched ( Dispatch Confirmation ). The Contract between you and us will only be formed when we send you the Dispatch Confirmation.

If we cannot accept your Order. If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your Order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.

Pre-orders. If some or all of the Goods in your Order are marked as ‘pre-order’ on our website, those Goods will not be dispatched until these arrive to our warehouse. All Goods marked as ‘pre-order’ include a timeframe when we expect for such Goods to arrive. However, these timeframes are for reference only and we do not accept any liability should these Goods be delivered after the timeframe stated on our website.

The images of the Goods on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours, or the natural variances in plant materials, accurately reflects the colour of the Goods. The colour of your Goods may vary slightly from those images.

Although we have made every effort to be as accurate as possible, because our Goods include natural plants and materials, all sizes, weights, capacities, dimensions and measurements indicated on our site are averages only and may differ.

The packaging of your Goods may vary from that shown on images on our site.

We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.

You may cancel the Contract and receive a refund, if you notify us as set out in clause 5.2 within 24 hours following delivery if the Goods are incorrect or faulty or misdescribed.

To return Goods, you can contract our customer care team on 01257 494230.

If you have returned the Goods to us under this clause 5 because they are incorrect, faulty or mis-described, we will refund the price of the Goods and will refund you on the credit card or debit card used by you to pay.

We will contact you with an estimated delivery date, which will be within the Dispatch Confirmation. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 14 for our responsibilities when this happens.

Delivery is complete once the Goods have been unloaded at the address for delivery set out in your Order and the Goods will be at your risk from that time. If you are not present at the address for delivery at the time of delivery, the Goods will be unloaded at the address for delivery stated in your Order (curb side delivery).

You own the Goods once we have received payment in full, including all applicable delivery charges.

If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.

Click and collect is available on all Goods marked as available for “collection in person” on our website.

Acceptance of your Order for Goods to be collected and the formation of a contract between us will take place when we send you an order email to confirm your Order is ready to collect.

We will aim to ensure that your Order is available for collection from the trade counter on the choose a day selected by you at checkout (during store opening hours).

We carry out an in-store verification when you collect your Goods. This will involve you presenting a valid identification document or answering a set of security questions.

If you do not collect your order on your chosen collection day, we will contact you three times to remind you to collect your order. If you fail to collect your order following our third reminder, you order will be cancelled and you will need not be entitled to a refund.

Unfortunately, we do not deliver to addresses outside the UK.

You may place an Order for Goods from outside the UK, but this Order must be for delivery to an address in the UK.

The prices of the Goods will be as quoted on our site at the time you submit your Order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 8.5 for what happens if we discover an error in the price of Goods you ordered.

Prices for our Goods may change from time to time, but changes will not affect any Order you have already placed.

The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your Order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.

The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your Order.

We sell a large number of Goods through our site. It is always possible that, despite our reasonable efforts, some of the Goods on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:

• where the Goods' correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Goods to you; and
• if the Goods' correct price is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your Order. We will not process your Order until we have your instructions. If we are unable to contact you using the contact details you provided during the Order process, we will treat the Order as cancelled and notify you in writing. However, if we mistakenly accept and process your Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.

You can only pay for Goods using a debit card or credit card. We accept the following cards: [LIST OF CREDIT AND DEBIT CARDS].

Payment for the Goods and all applicable delivery charges is in advance if you have selected for the Goods to be delivered by us.

If you select to click and collect the Goods, in line with clause 7, you can pay in advance of collection or in cash or using the debit cards/credit cards listed in clause 10.1 at the trade counter.

If you prefer to make your payments more flexible, in cooperation with Klarna Bank AB (publ), of Sveavägen 46, 111 34 Stockholm, Sweden and PayPal UK Ltd of 5 Fleet Place, London, United Kingdom, EC4M 7RD, we offer you:

• Klarna Pay in 3 – When you choose Klarna Pay in 3 as your payment method, you will split the cost of your purchase in three identical instalments.
• Klarna Pay in 30 – When you choose Klarna Pay in 30 as your payment method, you will pay for your purchase in one instalment 30 days after the date of your purchase. Please note that Klarna is only available if your billing address is in the United Kingdom.

When paying with Klarna, your transaction and payment card details are collected by and processed by Klarna and you will agree to Klarna’s user terms and terms and conditions and Klarna’s pay in 3 instalments terms and conditions or Karna’s pay later in 30 days terms and conditions. Your personal data will be handled in accordance with applicable data protection laws and in accordance with the information in Klarna’s privacy statement. General information on Klarna is available here.

We also offer a rebate scheme. More information on our rebate scheme can be found here: [website link].

Some of the Goods we sell to you come with a manufacturer's guarantee. For details of the applicable terms and conditions, please refer to the manufacturer's guarantee provided with the Goods.

The Goods are intended for use only in the UK. We do not warrant that the Goods comply with the laws, regulations, standards or climate conditions outside the UK.

We provide a 12 month warranty on all plants purchased on our website. Details of the warranty can be accessed here: https://www.hedgesdirect.co.uk/advice/hedging-planting-advice/plant-guarantee. If:

• you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 11.2;
• we are given a reasonable opportunity of examining the Goods; and
• we ask you to do so, you provide reasonable evidence of the fault,

we will, replace the defective Goods.

Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.

These Terms also apply to any replacement Goods supplied by us to you.

References to liability in this clause 12 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

We only supply the Goods for use by your business.

Nothing in these Terms limits or excludes our liability for:

• death or personal injury caused by our negligence;
• fraud or fraudulent misrepresentation;
• breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
• any other liability that cannot be limited or excluded by law.

Subject to clause 12.3, we will under no circumstances be liable to you for:

• any loss of profits, sales, business, or revenue; or
• loss or corruption of data, information or software; or
• loss of business opportunity; or
• loss of anticipated savings; or
• loss of goodwill; or
• any indirect or consequential loss.

Subject to clause 12.3, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed the price of the Goods.

Retail promotions published on hedgesdirect.co.uk are not available to trade customers. Promotions and discount codes advertised on our retail site are intended for consumer customers only and will not apply to trade accounts.

If Hedges Direct runs a promotion specifically for trade customers, this will be clearly advertised and will only be available to verified trade accounts through our trade portal.

Trade customers should also review the Promotion Terms, in particular section 2.8, for additional detail regarding promotional offers.

Without affecting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:

• you commit a material breach of any term of the Contract;
• you fail to pay any amount due under the Contract on the due date for payment;
• you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
• your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

Termination of the Contract shall not affect your or our rights and remedies that have accrued as at 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.

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control ( Event Outside Our Control ).

If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

• we will contact you as soon as reasonably possible to notify you; and
• our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.

When we refer to "in writing" in these Terms, this includes email.

Any notice given by one of us to the other under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.

A notice is deemed to have been received:

• if delivered by hand, at the time the notice is left at the proper address;
• if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
• if sent by email, at 9.00 am the next working day after transmission.

In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

Assignment and transfer. We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.

Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

Governing law and jurisdiction. The Contract is governed by English law and you and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.