Terms & Conditions of Sales
TERMS AND CONDITION OF SALES
In this document the following words shall have the following meanings:
1.1 “Buyer” means the organisation or person who buys Goods from the Seller;
1.2 “Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller;
1.3 “Delivery date” means the date specified by the Seller when the Goods are to be delivered;
1.4 “Goods” means the articles to be supplied to the Buyer by the Seller;
1.5 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.6 “Price” means the price set out in the list of prices of the Goods maintained by the Seller as amended from time to time or such other price as the parties may agree in writing, plus such carriage, packing, insurance or other charges or interest on such as may be quoted by the Seller or as may apply in accordance with these conditions;
1.7 1.7 “Seller” means Terra Care Ltd. Wrexham Enterprise Hub, 11-13 Rhosddu Road, Wrexham, Wales, LL11 1AT. United Kingdom.
2.1 These conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may seek to apply under any purchase order, order confirmation or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties, including without limitation as to discounts) shall be inapplicable unless agreed in writing by the Seller.
2.5 Any advice, recommendation or representation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods or otherwise which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and, accordingly, the Seller shall not be liable for any such advice, recommendation or representation which is not so confirmed.
2.6 Nothing in these Conditions shall affect the statutory rights of any Buyer dealing as a consumer.
- Price and Payment
3.1 Payment of the Price is strictly cash with order unless a credit account has been established with the Seller in which event payment of the Price is due 7 days following the date of invoice.
3.2 The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due interest to accrue from day to day until the date of payment at a rate of 2% per annum above the base rate of the Bank of England from time to time.
3.3 The Seller reserves the right to grant, refuse, restrict, cancel or alter credit terms at its sole discretion at any time.
3.4 If payment of the Price or any part thereof is not made by the due date, the Seller shall be entitled to:
3.4.1 Require payment in advance of delivery in relation to any Goods not previously delivered;
3.4.2 Refuse to make delivery of any undelivered Goods, whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
3.4.3 Appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract) as the Seller may think fit;
3.4.4 Terminate the contract.
Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk, and not so far as to constitute a sale by sample.
6.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by the Seller. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
6.2 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract and while every reasonable effort will be made to comply with such date’s compliance is not guaranteed and the Buyer shall have no right to damages or to cancel the order for failure for any cause to meet any delivery date stated.
6.3 If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such time as delivery may be effected and the Buyer shall be liable for any expense associated with such storage.
6.4 If the Buyer fails to accept delivery of Goods on the delivery date or within 3 days of notification that they are ready for despatch whether prior to or after the delivery date the Seller reserves the right to invoice the Goods to the Buyer and charge him therefore. In addition, the Buyer shall then pay reasonable storage charges or demurrage as appropriate in the circumstances until the Goods are either despatched to the Buyer or disposed of elsewhere.
6.5 The Seller shall be entitled to deliver the Goods by instalments and where the Goods are so delivered, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat any other related contract as repudiated.
6.6 Where the Buyer requires delivery of the Goods by instalments, rescheduling requires the Seller’s written agreement and will not be possible unless at least 3 month’s written notice is provided and so agreed. Each delivery shall constitute a separate contract and failure by the Buyer to pay the Price in respect of any instalment shall entitle the Seller to treat any other related contract as repudiated in addition to any other rights of the Seller pursuant to these Conditions.
6.7 Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within 3 months of the delivery date.
7.1 The Seller is a distributor of goods and the Buyer is exclusively responsible for detailing the specification of the Goods, for ascertaining the use to which they will be put and for determining their ability to function for that purpose.
7.2 The Buyer is required to test Goods upon delivery and shall be deemed to have accepted the Goods 14 days after delivery to the Buyer. Accordingly, no claim for defect, damage or quality will be entertained (without prejudice to the Seller’s other rights pursuant to these Conditions) unless written notice together with all supporting evidence is received by the Seller within 14 days of delivery. After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
7.3 The Buyer shall not remove or otherwise interfere with the marks or numbers on the Goods.
7.4 The Buyer shall accept delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or lesser than the quantity purchased provided that any such discrepancy shall not exceed 5%, the Price to be adjusted pro-rata to the discrepancy.
- Risk and Title
8.1 Risk of damage or loss of the Goods shall pass to the Buyer in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection, or in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery.
8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the Price of the Goods and of all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.
8.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property.
8.4 Until payment of the Price the Buyer shall be entitled to resell or use the Goods in the course of its business but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
8.5 Until such time as the property in the Goods passes to the Buyer (and provided that the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or of any third party where the Goods are stored and repossess the Goods.
8.6 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8.7 The Seller shall be entitled to recover the Price notwithstanding that property in any of the Goods has not passed from the Seller.
- Insolvency of Buyer
9.1 If the Buyer fails to make payment for the Goods in accordance with the contract of sale or commits any other breach of this contract of sale or if any distress or execution shall be levied upon any of the Buyer’s property or the Goods or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented of if a receiver, administrator administrative receiver or manager shall be appointed over the whole or any part of the Buyer’s business or assets or if the Buyer shall suffer any analogous proceedings under foreign law or if any such matter as provided for in this clause is reasonably apprehended by the Seller all sums outstanding in respect of the Goods shall become payable immediately.
9.2 The Seller may in the circumstances set out in clause 9.1 above also in its absolute discretion, and without prejudice to any other rights which it may have, exercise any of its rights pursuant to clause 8 above.
10.1 Where the Goods are found to be defective, the Seller shall, replace defective Goods free of charge within the manufacturer’s warranty period if acceptable from the date of delivery, subject to the following conditions;
10.1.1. The Buyer notifying the Seller in writing immediately upon the defect becoming apparent;
10.1.2. The defect being due to faulty design, materials or workmanship;
10.2 Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if so requested by the Seller.
10.3 Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer and the Buyer shall have no other remedy against the Seller
10.4 The Seller shall be entitled in its absolute discretion to refund the Price of the defective Goods in the event that the Price has already been paid.
10.5 The remedies contained in this Clause are without prejudice and subject to the other Conditions herein, including, but without limitation, to conditions 11 and 12 below.
11.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:-
11.1.1. The correspondence of the Goods with any description or sample;
11.1.2. The quality of the Goods; or
11.1.3. The fitness of the Goods for any purpose whatsoever.
11.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:
11.2.1. The correspondence of the Goods with any description;
11.2.2. The quality of the Goods; or
11.2.3. The fitness of the Goods for any purpose whatsoever.
11.3 Except where the Buyer deals as a consumer all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are hereby excluded from the contract to the fullest extent permitted by law.
11.4 For the avoidance of doubt, the Seller will not accept any claim for consequential or financial loss of any kind however caused.
- Limitation of Liability
12.1 Where any court or arbitrator determines that any part of Clause 11 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the Price.
12.2 Nothing contained in these Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.
- Intellectual Property Rights
13.1 Where any Goods supplied by us embody, include or contain computer program(s) and/or related documentation the copyright in which is owned by a third party, all rights and liabilities associated with the use and/or reproduction thereof will be subject to the terms of the applicable end user licence, to the exclusion of all liabilities and obligations on our part.
13.2 The Buyer will indemnify us against all liabilities for infringement of third-party intellectual property rights arising from our compliance with the Buyer’s specific requirements regarding design or specification for the Goods or arising from the use of the Goods in combination with other products.
13.3 In the event that all the Goods or the use thereof (subject as aforesaid) are held to constitute an infringement of any intellectual property rights and the use is thereby prevented, the will at its own expense and option either procure for the Buyer the right to continue using the Goods or replace the same with a non-infringing product, or modify the Goods so that they become non-infringing, or may elect to retake possession of the Goods and refund the Price. Subject to the foregoing, the Seller shall be under no liability to the Buyer for any loss, damage or enquiry, whether direct or indirect, resulting from any intellectual property right infringement of the Goods.
13.4 All Intellectual Property Rights produced from or arising as a result of the performance of any contract shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.
13.5 All orders are processed in accordance with the quality system elements of ISO 9002 however the Goods may not have been procured from a quality assured source unless there is an asterisk (*) against the relevant items
- Force Majeure
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may without liability on its part, terminate the contract or any part of it.
- Relationship of Parties
Nothing contained in these Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Conditions shall be deemed to construe either of the parties as the agent of the other.
- Assignment and Sub-Contracting
The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.
The failure by either party to enforce at any time or for any period any one or more of the Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Conditions of this Agreement.
If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
- No set off
The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off or counterclaim which the Buyer may have or allege to have for any reason whatsoever.
- Entire Agreement
These Conditions and any documents incorporating them or incorporated by them constitute the entire agreement and understanding between the parties.
- Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusion jurisdiction of the English courts.
- Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
Document dated: 26th October 2020.
The term ‘Terra Care (Ltd)’ or ‘terracare or ‘us’ or ‘we’ refers to the owner of the website whose registered office is: Wrexham Enterprise Hub, 11-13 Rhosddu Road, Wrexham, Wales, LL11 1AT. Our company registration number is 11199415. The term ‘you’ refers to the user or viewer of our website.
The content of the pages of this website is for your general information and use only. It is subject to change without notice.
Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.
Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
From time to time, this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Northern Ireland, Scotland and Wales.
Ownership of the website
This website is the property of Terra Care Ltd.
Registered Office: Wrexham Enterprise Hub, 11-13 Rhosddu Road, Wrexham, Wales, LL11 1AT
Registered in England and Wales with a company number: 11199415.
Document dated: 26th October 2020.
This document refers to personal data, this is defined as information about people (called the Data Subject) with whom we work, that is not already in the public domain.
The Data Protection Act (DPA), Privacy and Electronic Communications Regulations (PECR) and The General Data Protection Regulation (GDPR) which is EU wide, seek to protect and enhance the rights of data subjects. These rights cover the safeguarding of personal data, protection against the unlawful processing of personal data and the unrestricted movement of personal data within the EU. It should be noted that GDPR does not apply to information already in the public domain such as Companies House data.
Terra Care Ltd
Terra Care Ltd is principally involved in the B2B sector, trading in the name of Terracare.
“Personal data” is defined in Article 4(1) of the GDPR:
“(1) ‘personal data’ means any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person”.
Terra Care Ltd uses the information collected from you to provide quotations, make telephone contact and to email you information which we believe may be of interest to you and your business. In you making initial contact you consent to Terra Care Ltd maintaining a dialogue with you until you either opt out (which you can do at any stage) or we decide to desist in promoting our services. Terra Care Ltd also acts on behalf of its clients in the capacity of data processor.
Some personal data may be collected about you from the forms and surveys you complete, from records of our correspondence and phone calls and details of your visits to our website, including but not limited to personally identifying information like Internet Protocol (IP) addresses. Terra Care Ltd may from time to time use such information to identify its visitors. Terra Care Ltd may also collect statistics about the behaviour of visitors to its website.
Any information Terra Care Ltd holds about you and your business encompasses all the details we hold about you and any sales transactions including any third-party information we have obtained about you from public sources and our own suppliers such as credit referencing agencies.
Terra Care Ltd will only collect the information needed so that it can provide you with services. We do not sell or broker your data, although coincidentally there may be times when your information could be contained in data that Terra Care Ltd has purchased from a third-party list.
Legal basis for processing any personal data
To meet Terra Care Ltd contractual obligations third parties and respond to individuals enquires for specific product or services.
Legitimate interests pursued by Terra Care Ltd and/or its clients
To promote the marketing and the consulting services offered by Terra Care Ltd and/or to market the services and/or products offered by Terra Care Ltd existing clients.
Through agreeing to this privacy notice you are consenting to Terra Care Ltd processing your personal data for the purposes outlined. You can withdraw consent at any time by emailing email@example.com or write to us, see last section for full contact details.
Terra Care Ltd may on occasions pass your personal Information to third parties exclusively to process work on its behalf. Terra Care Ltd requires these parties to agree to process this information based on our instructions and requirements consistent with this Privacy Notice and GDPR. Terra Care Ltd do not broker or pass on information gained from your engagement without your consent. However, Terra Care Ltd may disclose your Personal Information to meet legal obligations, regulations or valid governmental request. Terra Care Ltd may also enforce its Terms and Conditions, including investigating potential violations of its Terms and Conditions to detect, prevent or mitigate fraud or security or technical issues; or to protect against imminent harm to the rights, property or safety of Terra Care Ltd, its clients and/or the wider community.
Terra Care Ltd will process personal data during the duration of any contract and will continue to store only the personal data needed for six years after the contract has expired to meet any legal obligations. After six years any personal data not needed will be deleted.
Data is held in the United Kingdom using different (multiple) servers. Terra Care Ltd does not store personal data outside the EEA.
Your rights as a data subject
At any point whilst Terra Care Ltd is in possession of or processing your personal data, all data subjects have the following rights:
Right of access – you have the right to request a copy of the information that we hold about you.
Right of rectification – you have a right to correct data that we hold about you that is inaccurate or incomplete.
Right to be forgotten – in certain circumstances you can ask for the data we hold about you to be erased from our records.
Right to restriction of processing – where certain conditions apply you have a right to restrict the processing.
Right of portability – you have the right to have the data we hold about you transferred to another organisation.
Right to object – you have the right to object to certain types of processing such as direct marketing.
Right to object to automated processing, including profiling – you also have the right not to be subject to the legal effects of automated processing or profiling.
In the event that Terra Care Ltd refuses your request under rights of access, we will provide you with a reason as to why, which you have the right to legally challenge.
Terra Care Ltd at your request can confirm what information it holds about you and how it is processed.
You can request the following information:
Identity and the contact details of the person or organisation (Terra Care Ltd) that has determined how and why to process your data.
Contact details of the data protection officer, where applicable.
The purpose of the processing as well as the legal basis for processing.
If the processing is based on the legitimate interests of Terra Care Ltd or a third party such as one of its clients, information about those interests.
The categories of personal data collected, stored and processed.
Recipient(s) or categories of recipients that the data is/will be disclosed to.
How long the data will be stored.
Details of your rights to correct, erase, restrict or object to such processing.
Information about your right to withdraw consent at any time.
How to lodge a complaint with the supervisory authority (ICO).
Whether the provision of personal data is a statutory or contractual requirement, or a requirement necessary to enter into a contract, as well as whether you are obliged to provide the personal data and the possible consequences of failing to provide such data.
The source of personal data if it wasn’t collected directly from you.
Any details and information of automated decision making, such as profiling, and any meaningful information about the logic involved, as well as the significance and expected consequences of such processing.
To access what personal data is held, identification will be required
Terra Care Ltd will accept the following forms of ID when information on your personal data is requested: a copy of your driving licence, passport, birth certificate and a utility bill not older than three months. A minimum of one piece of photographic ID listed above and a supporting document is required. If Terra Care Ltd is dissatisfied with the quality, further information may be sought before personal data can be released.
“Terra Care Ltd welcomes your views about this website and our Privacy Notice. If you want to request further information regarding our policy or wish to exercise your rights, please contact our Compliance officer.”
All requests should be made to:
firstname.lastname@example.org or by writing to us at the address Terra Care Ltd. Wrexham Enterprise Hub, 11-13 Rhosddu Road, Wrexham, Wales, LL11 1AT.
In the event that you wish to make a compliant about how your personal data is being processed by Terra Care Ltd, you have the right to complain to Terra Care Ltd Compliance Officer. If you do not get a response within 30 days you can complain to the ICO.
The details for each of these contacts are:
Terra Care Ltd, attention of the Compliance Officer
Wycliffe House, Water Lane, Wilmslow, SK9 5AF
Telephone +44 (0)303 123 1113 or email: https://ico.org.uk/global/contact-us/email/
Document dated: 26th October 2020.