Terms and Conditions
These terms and conditions of sale apply to all orders that you place with us, whether the order is placed on the telephone, by post, by fax or e-mail or on our website. Please make sure that you read these conditions carefully as they set out all the terms in relation to us supplying you goods. If you feel that these documents do not accurately reflect your understanding of what has been agreed, you should let us know so that any appropriate amendments can be made.
1 Definitions and interpretation
1.1 In these Conditions the following terms have the following meanings:
the terms and conditions of sale set out in this document;
any agreement between Us and You for the sale and purchase of the Goods incorporating these Conditions;
the address for delivery of the Goods detailed in the Order;
the date on which We estimate that the Goods will be delivered to the Delivery Address;
"Force Majeure Event"
an event which is beyond Our reasonable control and which may include but shall not be limited to: (1) acts of terrorism, insurrection, riots, civil unrest and military action; (2) the exercise of emergency powers by any local, regional or national governmental authority; (3) fire, flood, earthquake, storm and other natural disasters; (4) industrial action, strikes and lock-outs; (5) pandemic; (6) blockage or embargo; and (7) the failure or delay of supplies of power, fuel, transport, equipment, telecommunications systems, Internet or other goods and/or services (including any third party materials);
the goods which We are to supply to You as agreed in the Contract;
any agreement between Us and You for the sale and purchase of Goods;
tuttosemi.com , registered in England and Wales as Sole Trader, VAT exempt.
the price for the Goods shall be calculated in accordance with Our price list which is in force on the date that We accept Your Order;
an estimate of the cost of supply of the Goods given by Us;
any UK or EU legislation relating to the sale of seeds, as may be in force from time to time, including but not limited to the Plant Varieties and Seeds Act 1964;
Our website located at the url: http://tuttosemi.com
and any other subdomains of the website and any other websites operated by Us;
all days other than Saturdays, Sundays and English or Italian public holidays;
the customer who agrees to purchase the Goods from Us on these Conditions whose details are set out on the Order.
1.2 In these Conditions:
1.1.1 the headings are included only to help You read them and they have no affect on how the Conditions are constructed or interpreted;
1.1.2 the words "include", "includes", "including" and "included" will be construed without limitation unless inconsistent with the context;
1.1.3 any reference to a "clause" means a clause in these Conditions; and
1.1.4 any reference to a "party" means either You or Us depending on the context, and references to "parties" shall mean both of us.
2 Basis of sale
2.1 These Conditions apply to all Orders for the sale of Goods entered into by Us.
2.2 When You place an Order with Us, You agree to deal with Us on these Conditions, unless we specifically agree any other terms between ourselves which are confirmed in writing by Us. No other terms, conditions, warranties or representations will apply (whether they are found in any purchase order, confirmation of order, or any other document).
2.3 We may amend these Conditions at any time, for any reason, but if We do then We will inform You of the change and the new conditions will only apply to Orders made after that date. If either of us want to amend these Conditions in any other way then We must agree to it in writing, clearly stating which clause is to be varied and full details of what the variation is and we must both sign it.
2.4 You should not assume that, if You buy Goods from Us on more than one occasion, these Conditions will be the same for each purchase and You should read these Conditions carefully each time You buy Goods from Us.
2.5 You must not rely on any representations that are made to You by any of Our employees or agents unless We confirm them in writing. Under no circumstances will You be able to claim damages for or cancel or terminate the Order as a result of anything communicated to You in this way unless it was made fraudulently.
2.6 We will use Our reasonable efforts not to, but if we make any typographical, clerical or other error or omission in any sales literature, Quote, price list, catalogue, invoice or other document or information issued by Us, We will be entitled to correct the mistake without any liability on Our part.
3 Acceptance of Orders
3.1 You agree to purchase the Goods from Us and We agree to sell the Goods to You on the terms contained in these Conditions.
3.2 When You order Goods from Us this will be considered to be an offer by You to buy the Goods subject to these Conditions. These Conditions will then be binding on You.
3.3 When We provide You with a Quote, this is not an offer. We may withdraw or amend any Quote at any time before accepting the Order.
3.4 The appearance of Goods on the Website is an invitation to You to make an offer to purchase them by placing an Order with Us. We have the right to refuse any Order for any reason, including but not limited to Your Order being less than the Minimum Spend.
3.5 It is Your responsibility to make sure that the terms of Your Order are complete and accurate.
3.6 The supply of Goods is subject to availability. If We do not supply the Goods to You for any reason, We will not charge You for those Goods and We will refund any money already paid for them. However, We will not be responsible for compensating You for any other losses which You may suffer if We are unable to supply the Goods.
4.1 If You cancel Your Order, We will be entitled to recover from You any unavoidable losses that We suffer as a result of Your cancellation.
4.2 If You wish to change Your Order You must do so in writing to Us.
4.3 We shall not be obliged to accept any change, but if We do accept the change, We will be entitled to recover from You any unavoidable losses that We suffer as a result of the change and to alter the Delivery Date and the Price as a condition of accepting the change.
5.1 The quantity and description of the Goods shall be as set out in Our Quote.
5.2 From time to time We may not be able to supply You with the exact Goods that You have ordered. In this case We may substitute goods that closely correspond to the Goods that You have ordered. If We do this, You shall be entitled to reject the substitute goods in accordance with clause 7 provided that You notify Us within three (3) days of delivery. If You notify Us that the Goods have been damaged on delivery in accordance with clause 6.6, then We shall arrange to collect the Goods or We may ask You to return the Goods to Us at Our expense.
6.1 We will use Our reasonable efforts to deliver the Goods to You at the Delivery Address (provided that there is a safe and suitable route of access) on or around the Delivery Date. Time of Delivery shall not be of the essence.
6.2 You shall provide all necessary labour and equipment to enable the Goods to be safely unloaded at the Delivery Address.
6.3 Where the Delivery Address is outside UE, we do not offer any certificate and documents . Please check if your Country allows the seeds from abroad o: this is under the customer responsibility.
6.4 If You are unable to take delivery of the Goods on the date notified by Us, We may agree to postpone delivery subject to Your payment of any costs reasonably incurred by Us as a result of such postponement. If We are unable to agree an alternative delivery date with You, You will be required to provide Us with an alternative delivery address at which We can make delivery on the notified delivery date.
6.5 If We deliver the Goods in instalments, each instalment shall be treated as an entirely separate contract and any default or breach by Us in respect of any such instalment shall not mean that You can cancel any other instalment or cancel the whole Order.
6.6 You must inspect the Goods on delivery and if the Goods are damaged or defective on delivery or less than the correct amount of the Goods is delivered then, You must notify Us (otherwise than by a note on the delivery note) within 2 (two) Working Days of delivery, otherwise You shall not be entitled to make a claim against Us in respect of the damage or short delivery.
6.7 If You fail to take delivery of the Goods (or of an installment of the Goods) and there is no defect in the Goods, then You shall pay Us for any losses that We suffer or costs or expenses that We incur as direct or indirect result of Your failure to take delivery of the Goods and risk will pass on the date We attempted to make delivery.
7 Defects and returns
7.1 For damaged Goods notified to Us in accordance with clause 6.6 above We shall either arrange for collection or We may ask You to return the Goods to Us at Our expense. If Your claim that the Goods are damaged is valid then We will replace the Goods. If this is not possible, We will refund You for the defective Goods.
7.2 If You notify Us that less than the correct amount of Goods have been delivered, then We shall have a reasonable amount of time within which to investigate Your claim of short delivery. If We agree that less than the correct amount has been delivered to You then We shall arrange for the shortfall to be delivered to You or made available for collection by You within a reasonable period, or the difference in price credited to You. This clause does not apply where We have informed You that the Goods are being delivered in instalments.
7.3 If, by mistake, We deliver more Goods than You ordered then We will be entitled to come and collect those Goods or request that You deliver them back to Us at Our expense, or should You wish to purchase the extra Goods You shall notify Us that this is Your intention and We shall invoice You accordingly.
8 Price and payment
8.1 You shall pay Us the Price for the Goods.
8.2 We shall be entitled to invoice You for all amounts due under the Order on placing the Order and for Goods ordered at Our Website or by telephone through Our catalogue payment shall be taken at the time the Order is placed. Time of payment shall be of the essence.
8.5 Except where We have informed You otherwise, the Price is exclusive of any applicable value added tax, which You must pay Us in addition to the Price (if applicable).
8.6 You must make all payments due under the Order in full in Euros without any deduction (whether by way of set-off, counterclaim, discount, abatement or otherwise) unless You have a valid court order which requires Us to pay an amount equal to such deduction to You, or unless We have otherwise agreed to it in advance in writing.
8.7 We reserve the right, by giving notice to You at any time before the Goods are delivered, to increase the Price to take account of any increase in the cost to Us of supplying You the Goods which is due to:
8.7.1 any factor beyond Our control (which may include, but is not limited to Force Majeure Events, changes in Our supply costs, exchange rate fluctuations and charges in import duties or levies);
8.7.2 any change in delivery dates or quantities for the Goods which You request;
8.7.3 any delay caused by Your instructions or failure by You to give Us adequate information or instructions; or
8.7.4 any royalties due to the plant breeder pursuant to the Plant Varieties and Seeds Act 1964.
8.8 If, on notification of the increase in Price, You decide not to proceed with the Order then You are entitled to cancel the Order within two (2) Working Days of such notification and will be given a full refund of the Price, if it has already been paid.
8.9 If We do not receive full payment of the invoice by the due date then (in addition to any other rights that We may have) We shall be entitled:
8.9.1 to cancel the Order; and/or
8.9.2 to sue for the entire Price; and/or
8.9.3 to charge interest (both before and after any judgment) at a rate of 2% per month on the outstanding balance; and/or
8.9.4 to demand that You immediately return to Us all Goods that We agreed to sell to You in which the property has not passed to You in accordance with the provisions of clause 11 below and You agree to reimburse to Us Our costs or expenses in recovering such Goods.
8.10 All payments payable to Us under the Contract shall become due immediately on its termination despite any other provision.
9.1 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract. We do not warrant that the Goods will be reasonably satisfactory or fit for purpose. It is Your responsibility to ensure that the Goods fulfil Your requirements.
9.3 Your only remedy in the event that the Goods do not conform with the Order is to request replacement of the Goods.
9.4 You accept and acknowledge and We do not make any warranties in respect of the following:
9.4.1 that the Goods will be free from any diseases undetected at the time of delivery, regardless of how they are transmitted; and
9.4.2 that we will be responsible in any way for the performance of any crop grown from the Goods.
10.1 We shall not be liable where You have:
10.1.1 damaged the Goods through your own activity or inactivity; or
10.1.2 misused the Goods and caused a defect (e.g. through incorrect storage).
10.2 Nothing in this Contract shall have the effect of limiting or excluding Our liability for fraudulent misrepresentation or for death or personal injury resulting from Our negligence or that of Our employees, or for anything else which it would be illegal for Us to exclude or try to limit or exclude Our liability.
10.3 Except pursuant to clause 10.2 above, We will not be liable for:
10.3.1 any loss of profits;
10.3.2 loss or depletion of goodwill;
10.3.3 loss of anticipated savings, business opportunity or data; or
10.3.4 for any indirect, special or consequential loss or damages regardless of how they occur and regardless of the type of claim (for example, whether in contract, strict liability, tort (including but not limited to, negligence)) and regardless of whether We knew or had reason to know about the claim.
10.4 Except under clause 10.2 Our total aggregate liability under each Contract (whether in contract, tort (including, but not limited to, negligence) or strict liability or otherwise howsoever arising) shall not exceed the total amount payable to Us by You under the Contract.
11 Ownership and risk
11.1 You will become the owner of the Goods only when We have received full payment of the Price and the Goods have been delivered to You at the Delivery Address.
11.2 The risk of loss of or damage to the Goods will pass to You upon delivery and You should insure the Goods from that time.
11.3 Until ownership of the Goods has passed to You, You agree:
11.3.1 to hold the Goods on Our behalf;
11.3.2 to keep the Goods separately identifiable from all Your other goods or those of any third party so that they can be easily identified as Our property;
11.3.3 to allow Us (or any of Our agents or employees) to enter any premises where the Goods are being held or may be stored in order to inspect them, at any time or, where Your right to possession has terminated, to recover them;
11.3.4 not to destroy, deface or obscure any identifying mark, barcode or packaging on or relating to the Goods; and
11.3.5 to keep the Goods in a satisfactory condition and keep them properly insured on Our behalf for their full price against all risks, and if We ask You, You must show Us the policy of insurance.
11.4 You may only resell the Goods before ownership has passed to You if the sale happens in the ordinary course of Your business at full market value.
11.5 Your right to possession of the Goods shall terminate immediately if: 11.5.1 We are entitled to terminate this Contract under clause 13.1; or
11.5.2 You put any kind of financial or legal burden on the Goods or put a charge over them in any way.
11.6 Where We are unable to determine whether any Goods are the goods in respect of which Your right to possession has terminated, You shall be deemed to have sold all goods of the kind sold by Us to You in the order in which they were invoiced to You.
11.7 Regardless of how the Contract is terminated, when it does terminate Our (but not Your) rights contained in this clause 11 shall remain in full force and effect.
12 Laws and regulations
You shall comply with all laws and regulations relating to the ownership and use of the Goods including without limitation health and safety requirements, import and export control legislation and US re-export control legislation.
13.1 We shall be entitled to terminate the Contract immediately by notice in writing to You if:
13.1.1 You commit a serious breach of the Contract, or persistently repeat a breach of the Contract which You fail to remedy within 10 (ten) days of being required to do so by Us; or
13.1.2 You make an arrangement with or enter into a compromise with Your creditors, become the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, You are unable to pay Your debts or otherwise become insolvent or suffer or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere; or
13.1.3 You cease or threaten to cease to carry on business; or
13.1.4 there is at any time a material change in Your management, ownership or control; or
13.1.5 if We reasonably think that any of the events specified in clauses 13.1.2 to 13.1.4 is about to occur and We notify You accordingly.
13.2 If We terminate the Contract in line with clause 13.1 above then, We shall be entitled to cancel the Order or suspend any further deliveries to You under the Order and, if the Goods have already been delivered but not paid for, You must immediately pay Us the Price regardless of any previous agreement or arrangement to the contrary and We shall be entitled to charge interest at the rate set out in clause 8.9.3 from the time of such cancellation or suspension until We receive payment. This clause 13 shall not prevent Us from making any other claims against You.
14 Events beyond Our control
14.1 We will not be liable for any failure to perform Our obligations under the Contract to the extent that such failure is due to a Force Majeure Event. In such circumstances We may suspend performance of Our obligations until such time as We are able to perform them, including deferring the date of delivery or reducing the volume of the Goods ordered by You.
14.2 If any such suspension continues for a period in excess of three (3) months, You may cancel the Order and receive a full refund of all sums paid.
14.3 If You choose not to cancel the Order in accordance with clause 14.2 or if the suspension does not continue for a period in excess of three (3) months then We shall notify You of a new delivery date and the terms of clause 6 shall apply to this new delivery date as if that date were the original Delivery Date.
15.1 You acknowledge and agree that the Contract is the entire agreement between you and Us and that, in entering into the Contract, You did not rely upon any matter that is not set out in the Contract.
15.2 In addition to any remedies available to Us under the Contract We shall be entitled to pursue any other rights which We may have against You.
15.3 If at any time We have a claim against You and We do not pursue that claim quickly, it does not mean that We cannot pursue that claim when We are ready.
15.4 If a court decides that a part of these Conditions is not enforceable in law that does not mean that the rest of it is not enforceable.
15.5 Any notice or written communication required or permitted to be served on or given to either party under the Contract shall be delivered by hand or sent by recorded delivery mail to the other party at its address set out above or to such other address which it has been previously notified to the sending party and it shall be considered to have been given on the day of delivery.
15.6 The Contract is personal to You and You may not assign, transfer, sub-contract or otherwise part with the Order or any right or obligation under it without Our prior written consent.
15.7 The parties to these Conditions do not intend that any term of these Conditions shall be enforceable by any person other than Us or You by virtue of the Contracts (Rights of Third Parties) Act 1999.
15.8 Any reference in these Conditions to any statute, law, statutory instrument, enactment, order, regulation or other similar instrument having the force of law shall be considered to include any lawful amendment, re-enactment, extension, replacement, modification, consolidation and/or repeal of it.
15.9 If things go wrong and there is a dispute, English law will apply to the Contract and We accept the jurisdiction of the courts of England. Any proceedings that You bring against Us shall be brought in the English courts, however We may take proceedings against You in another court of competent jurisdiction if We choose to do so.