Terms of sale

This page (together with the documents referred to on it) tells you the terms and conditions on which Indigrow (UK) Ltd a company registered in England & Wales (CRN: 04165654) who registered office is Overdene House, 49 Church Street, Theale, RG7 5BX (“We”/ ”Us”) supply any of the products (“Products”) listed on our Website www.indigrow.co.uk (“our site”) to you. Please read these terms and conditions carefully before ordering any Products from our site. You should understand that by ordering any of our Products, you agree to be bound by these terms and conditions.

You should print a copy of these terms and conditions for future reference.

By making a purchase on www.indigrow.co.uk you automatically agree to these terms and conditions.

1 Information about Us

We operate the Website www.indigrow.co.uk. We are Indigrow (UK) Ltd, a company registered in England and Wales under company number 04165654 and with our registered office at Overdene House, 49 Church Street, Theale, RG7 5BX.

2 Your status

2.1 By placing an order through our site, you warrant that:

2.1.1 you are purchasing the Products in your professional capacity for use by legally recognised individual, a bona fide business or corporate entity;

2.1.2 you are legally capable of entering into binding contracts;

2.1.3 you are at least 18 years old;

2.1.4 You hold or have obtained any and all necessary licenses, certificates, approvals or consents required to purchase the Products; and

2.1.5 that you are in compliance with any restrictions that may be imposed by the relevant body responsible for the regulation or supervision of the Products in the country where access our site and in the country where delivery of the Products will take place.

3 How the contract is formed between you and Us

3.1 After placing an order, you will receive an e-mail from Us acknowledging that We have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to Us to buy a Product. All orders are subject to acceptance by Us, and We will confirm such acceptance to you by sending you an e-mail that confirms that the Product has been dispatched (“Dispatch Confirmation”). The contract between Us (“Contract”) will only be formed when We send you the Dispatch Confirmation.

3.2 The Contract will relate only to those Products whose dispatch We have confirmed in the Dispatch Confirmation. We will not be obliged to supply any other Products which may have been part of your order until the dispatch of such Products has been confirmed in a separate Dispatch Confirmation.

4 Availability and delivery

4.1 Your order will be fulfilled by the delivery date set out in the Dispatch Confirmation or, if no delivery date is specified, then within 60 days of the date of the Dispatch Confirmation, unless there are exceptional circumstances.

5 Risk and title

5.1 The Products shall be at your risk from the time of delivery.

5.2 Ownership of the Products shall not pass to you until We have received payment in full of all sums due in respect of the Products and all other such sums which are due.

5.3 Until such time ownership in the Products passes to you pursuant to condition 5.2 you shall:

5.3.1 hold the Products and each part of them on a fiduciary basis as bailee for Indigrow (UK) Ltd and shall not sell, transfer, lease or otherwise dispose of them nor mortgage, charge or otherwise incumber them; and

5.3.2 at your own cost, store all Products belonging to Us separately from all other Products of the Customer or third parties and so that they remain clearly identifiable as Indigrow (UK) Ltd’s property; and

5.3.3 you shall not destroy, deface or otherwise damage the Products; and,

5.3.4 you shall insure all Products belonging to Indigrow (UK) Ltd for the Price until such time as We receive cleared payment of the Price from the you.

5.4 Your right to possession or ownership of the Products shall terminate immediately if you enter into any form of insolvency or is unable to pay their debts as set out in the provisions of the Insolvency Act 1986 except for the purpose only of reconstruction or amalgamation; or suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under these terms or you cease to trade.

5.5 Where your right to possession has terminated you grant Us, our agents and employees an irrevocable licence at any time to enter any premises where the Products are located and recover them.

6 Price and payment

6.1 The price of the Products and our delivery charges will be as quoted on our site from time to time, except in cases of obvious error. Any promotion offering free delivery will apply to orders delivered to the UK mainland only.

6.2 All payments shall be made by credit card through the site or by telephone when the order is placed.

6.3 No order shall be accepted or deemed to be accepted until such time as we send you a Dispatch Confirmation.

6.4 Product prices are displayed inclusive and exclusive of VAT and shall be displayed in Pounds Sterling.

6.5 Product prices and delivery charges are liable to change at any time, but changes will not affect orders in respect of which you have already made your payment.

6.6 Our site contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product’s correct price is less than our stated price, We will charge the lower amount when dispatching the Product to you. If a Product’s correct price is higher than the price stated on our site, We will normally, at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you of such rejection.

6.7 We are under no obligation to provide the Product to you at the incorrect (lower) price, even after We have sent you a Dispatch Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as an error.

6.8 Whilst We seek to minimise additional costs passed to our customers, We reserve the right to charge any handling fees incurred by Us as a result of your selected payment method.

7 Quality

7.1 We warrant that (subject to the provisions of these terms) the Products shall comply with their description on our site, but where We are not the manufacturer/ producer (“Supplier”) of the Products We will Use reasonable endeavours to transfer to you the benefit of any warranty given by the Supplier.

7.2 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 any agreement relating to the Products.

7.3 We warrant that on delivery the Products will be of satisfactory quality within the meaning of Sale of Products Act 1979, but We shall not be liable for any breach of the warranties under the same unless:

7.3.1 you provide written notice within 10 (ten) days of delivery and permits Indigrow (UK) Ltd or the manufacturer the opportunity to inspect the Products; and

7.3.2 you have made no alteration, or Use of the Products after any notice is served.

7.4 In the event that the Products are ruled to be unsatisfactory We shall, at our sole discretion, repair or replace such Products or refund to you such proportion of the price attributable to the unsatisfactory Products.

7.5 You shall not be entitled to reject the Products if Indigrow (UK) Ltd delivers up to and including 5% more or less than the quantity of Products ordered overleaf, but a pro-rata adjustment shall be made to the price upon receipt of written notice being supplied to Us by you.

7.6 If We comply with clause 7.4 We shall have no further liability in respect of the alleged breach of warranty.

7.7 In the event that caused by the Customer’s instructions, failure to provide instructions, or failure to comply with their obligations under this Contract.

7.8 The Customer shall be liable to pay to Indigrow (UK) Ltd, on demand, all reasonable costs, charges or losses sustained or incurred by Indigrow (UK) Ltd arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under this Contract, subject to Indigrow (UK) Ltd confirming such costs, charges and losses to the Customer.

8 Our liability

8.1 Subject to clause 8.3, if We fail to comply with these terms and conditions, We shall only be liable to you for the purchase price of the Products and, subject to clause 8.2, any losses that you suffer as a result of our failure to comply (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) which are a foreseeable consequence of such failure.

8.2 Subject to clause 8.3, We will not be liable for losses that result from our failure to comply with these terms and conditions that fall into the following categories:

8.2.1 loss of income or revenue;

8.2.2 loss of business;

8.2.3 loss of profits;

8.2.4 loss of anticipated savings;

8.2.5 loss of data; or

8.2.6 waste of management or office time.

However, this clause 8.2 will not prevent claims for loss of or damage to your tangible property that are foreseeable or any other claims for direct loss that are not excluded by sub-clauses 13.2.1 to 13.2.6.

8.3 Nothing in this Contract excludes or limits our liability for:

8.3.1 death or personal injury caused by our negligence;

8.3.2 fraud or fraudulent misrepresentation;

8.3.3 any breach of the obligations implied by section 12 of the Sale of Goods Act 1979;

8.3.4 any other matter for which it would be unlawful for Us to exclude or attempt to exclude our liability.

9 Import duty

9.1 If you order Products from our site for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that We have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.

9.2 Please also note that you must comply with all applicable laws and regulations of the country for which the products are destined. We will not be liable for any breach by you of any such laws or any loss whatsoever arising from non-compliance of the same.

10 Written communications

Applicable laws require that some of the information or communications We send to you should be in writing. When Using our site, you accept that communication with Us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our Website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that We provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

11 Notices

11.1 All notices given by you to Us must be given to Us at our Registered Office as stated above.

11.2 We may give notice to you at either the e-mail or postal address you provide to Us when placing an order, or in any of the ways specified in clause 10 above. Notice will be deemed received and properly served immediately when posted on our Website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. 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 e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

12 Transfer of rights and obligations

12.1 The Contract between you and Us is binding on you and Us and on our respective successors and assignees.

12.2 You may not transfer, assign, charge or otherwise dispose of this Contract, or any of your rights or obligations arising under it, without our prior written consent.

12.3 We may transfer, assign, charge, sub-contract or otherwise dispose of this Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

13 Events outside our control

13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (“Force Majeure Event”).

13.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

13.2.1 strikes, lock-outs or other industrial action;

13.2.2 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

13.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

13.2.4 impossibility of the Use of railways, shipping, aircraft, motor transport or other means of public or private transport;

13.2.5 impossibility of the Use of public or private telecommunications networks; and

13.2.6 the acts, decrees, legislation, regulations or restrictions of any government.

13.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and We will have an extension of time for performance for the duration of that period. We will Use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

14 Waiver

14.1 If We fail, at any time during the term of this Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if We fail to exercise any of the rights or remedies to which We are entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.

14.2 A waiver by Us of any default will not constitute a waiver of any subsequent default.

14.3 No waiver by Us of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 11 above.

15 Severability

15.1 If any of these terms and Conditions or any provisions of this Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

16 Entire agreement

We intend to rely upon these terms and conditions and any document expressly referred to in them in relation to the subject matter of any Contract. While We accept responsibility for statements and representations made by our duly authorised agents, please make sure you ask for any variations from these terms and conditions to be confirmed in writing as this Contract and the documents expressly referred to herein represent the whole agreement between you and Us.

17 Our right to vary these terms and conditions

17.1 We have the right to revise and amend these terms and conditions from time to time.

17.2 You will be subject to the policies and terms and conditions in force at the time that you order Products from Us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if We notify you of the change to those policies or these terms and conditions before We send you the Dispatch Confirmation (in which case We have the right to assume that you have accepted the change to the terms and conditions, unless you notify Us to the contrary within seven working days of receipt by you of the Products).

18 Law and jurisdiction

Contracts for the purchase of Products through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law and you agree that the application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Further you agree, as We do, that any dispute or claim arising out of or in connection with such these terms or subsequent Contracts or their formation (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.