1. General
a. In these terms and conditions a reference to 'Green Velvet' or 'Green Velvet Lawn Seed' is a reference to Barenbrug UK Ltd (Company Number 1692116) whose registered office is 33 Perkins Road, Rougham Industrial Estate, Bury St Edmunds, Suffolk, IP30 9ND trading from time to time under the name 'Green Velvet' or 'Green Velvet Lawn Seed' .

b. Unless otherwise agreed in writing, these terms and conditions apply to all quotations and sales made by Green Velvet, and supersede all earlier terms and conditions of Green Velvet and any conflicting conditions proposed by the buyer.

c. All prices and payments accepted are in sterling only.

d. All deliveries will be made within the UK only.

2. Quality of goods
a. All information concerning the goods and their performance given orally or in writing by Green Velvet is given in good faith, but is not to be taken as representation by Green Velvet as to performance of goods sold, which will be dependant on the local climatic and other conditions. Sales are made by Green Velvet on the understanding that the buyer has satisfied himself of the suitability of the goods for his requirements.

b. Goods supplied expressly for trial purposes are for experimental use only. It is a condition of sale that they shall not be reproduced for resowing or sale.
All other goods comply at the time of delivery unless otherwise stated with the minimum standards of the UK seeds regulations and/or the EEC Seeds Directives and/or other relevant UK statutory provisions in force.

3. Quantity and price
Unless otherwise stated:
a. Quantities of goods sold mean within 10% over or under the stated amount.
b. Grass Seed prices are exclusive of VAT and inclusive of applicable royalties for the UK Plant Breeders Rights in respect of goods purchased from Green Velvet.
c. Sales for deliveries overseas are subject to adjustment in price to take account of fluctuations in freight, insurance and exchange rates between date of quotation and date of despatch.

4. Delivery
a. Delivery dates given by Green Velvet are estimates only and Green Velvet will accept no liability arising from early or late delivery.
b. If the buyer refuses or fails to take delivery of the goods or fails to make a payment when due, Green Velvet reserves the right to repudiate further performance and to hold the buyer liable for any loss thereby arising.
c. Green Velvet may withhold delivery until all outstanding payments under any contract with Green Velvet have been made by the buyer.

5. Property and risk
Property in goods shall not pass to the buyer until payment has been made in full. Risk will pass on the earlier of delivery to the buyer or to the buyer's carrier (or carrier arranged on Green Velvet on the buyer's behalf.)

6. Availability
Where the goods of the contract description are at Green Velvet's disposal at the time agreed for delivery are insufficient quantity to meet demand, Green Velvet shall not be obliged to buy such goods to make up the shortfall and shall have the right to apportion available stock between buyers at Green Velvet's absolute discretion and treat any accepted order as amended accordingly. Green Velvet will give buyers as long notice as possible of any apportionment.
 
7. Cancellation
If the buyer cancels in part or as a whole any order that has been accepted by Green Velvet, the buyer shall be liable to pay Green Velvet a fair estimate of the likely loss to Green Velvet arising out of the cancellation.

8. Acceptance
The buyer must inspect goods immediately on receipt and must within 3 days give notice to Green Velvet of any defect in quantity, quality or condition apparent on reasonable inspection. Written confirmation of such notice must reach Green Velvet within 10 days of delivery.
If the buyer fails to give such notice and confirmation in the time stated the goods shall be deemed to accord with the contract and the buyer shall be bound to accept and pay for them.
A delivery note for the goods found to be damaged must be noted “goods received damaged.”

9. Force Majeure
Green Velvet shall not be responsible for delay in delivery of goods sold or part thereof nor the buyer for delay in accepting or taking delivery occasioned by any event beyond the reasonable control of the parties including but not limited to act of God, legal requirements, strike, failure of transport, machinery or power, adverse weather or failure or disease of crops, provided that written notice is given to the other party to the contract within 7 days of the defaulting party's knowledge of the occurrence.

10. Seller's Liability
Green Velvet believes that the goods sold by it are free form latent defect (unless otherwise stated) but it is not a condition of sale and no warranty is given that goods are free from latent defect and Green Velvet will accept no liability whatsoever for loss or damage arising from defects in goods which could not reasonably have been discovered by Green Velvet prior to delivery or for defects occurring without negligence on the part of Green Velvet or for mutants generated during reproduction, or for germination, or for crop results.
Green Velvet liability for defects notified according to clause 8 will be limited, at Green Velvet option to replacement of the goods or refund of their purchase price.
In any event Green Velvet maximum liability under any contract to which these conditions apply will be 4 times the price paid by the buyer for the goods. The price of the goods reflects these limitations on Green Velvet liability.

11. Arbitration
All disputes concerning or arising out of these Conditions of Sale to which they apply shall be referred to a single arbitrator to be agreed on by Green Velvet and the buyer, or failing agreement to be nominated by the chairman of the United Kingdom Agricultural Supply Trade Association Limited England. Unless otherwise agreed arbitration shall be carried out in England subject to the Arbitration Act 1950 as subsequently amended and re-enacted.

12. Law
The construction, validity and performance to which these conditions apply shall be governed by English Law.