Eden Horticulture – Terms & Conditions of Sale 

Last updated: 25 February 2026

1. Interpretation

Business Day: a day other than Saturday, Sunday or public holiday in England.
Conditions: these terms as amended from time to time.
Contract: a contract for the sale of Goods and/or supply of Services under these Conditions.
Customer: the buyer named on the Order.
Delivery Location: the address stated on the Order or otherwise agreed in writing.
Goods: the goods set out in the Order.
Order: the Customer’s order (via website, email, phone or PO) accepted by Eden Horticulture.
RMA: return merchandise authorisation issued by returns@edenhorticulture.co.uk.
Services: services specified in the Order.
Supplier / we / us: Eden Horticulture Limited (company no. 08235884).
Website: www.edenhorticulture.co.uk

References to “writing” include email. References to law are to UK law as amended.

2. Basis of contract

2.1 These Conditions apply to the exclusion of all other terms (including any the Customer seeks to impose).
2.2 The Order is an offer to buy. A Contract is formed only when we accept (including by dispatching Goods or starting Services). We may refuse any Order.
2.3 Any samples, images, drawings, advertising and Website content are illustrative only.
2.4 Quotations are not offers and are valid for 20 Business Days unless withdrawn earlier.
2.5 Entire agreement: the Contract is the whole agreement; the Customer has not relied on statements not set out here.
2.6 Errors & omissions (E&OE): prices/product information may be corrected for manifest error; we may amend or cancel an affected line and will notify the Customer promptly.

3. Goods and Services

3.1 Goods are as described in the Order/Specification. We may amend the Specification to comply with law or for minor technical adjustments.
3.2 Advice on suitability is given in good faith and is non-binding; Goods are not sold as fit for any particular purpose unless expressly agreed in writing.
3.3 Where Goods are made to the Customer’s spec, the Customer indemnifies us against IP claims arising from that spec.

4. Delivery, inspection & risk

4.1 Delivery is to the Delivery Location, kerbside, during Business Hours. The Customer must provide safe access and unloading facilities.
4.2 Delivery dates are estimates; time is not of the essence.
4.3 Risk passes on completion of delivery (or deemed delivery under 4.6).
4.4 We may deliver in instalments; each instalment is a separate contract.
4.5 On arrival, the Customer must inspect the Goods. If packaging/pallet appears damaged, the POD must be marked “Damaged” (not “Unchecked”).
4.6 If the Customer fails to accept delivery or provide instructions, delivery is deemed completed at 09:00 on the third Business Day after the attempted delivery; we may store/re-deliver at the Customer’s cost and, after 10 Business Days, resell or dispose of the Goods and account for any balance (less costs) or recover any shortfall.
4.7 Quantity tolerance: up to ±10% variance shall be invoiced pro-rata; discrepancies must be notified within 5 Business Days.
4.8 Access, redelivery & waiting time: redelivery, waiting time and abort fees caused by inadequate access, unavailable staff, or refusal to accept conforming Goods are chargeable at cost. Pallets/stillages may be charged unless returned in reusable condition.

5. Prices & payment

5.1 Prices are as stated in the Order (exclusive of VAT). We may adjust prices to reflect increases in costs (including materials, freight, duties, FX), Customer-requested changes, delays, or inadequate instructions.
5.2 Unless agreed otherwise, carriage/insurance/packaging are charged in addition. Export buyers are responsible for import formalities.
5.3 We may invoice on or at any time after acceptance/dispatch.
5.4 Credit terms (if agreed): end of month following month of invoice (EOM+30). Otherwise payment is due before dispatch or on delivery as notified. Time of payment is of the essence.
5.5 Late payment: we may suspend further deliveries; interest accrues at Bank of England Base Rate + 4% per annum (daily). In addition, we may recover the fixed sums and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).
5.6 Discount withdrawal: settlement discounts/promotional pricing are conditional on full and timely payment; on default we may withdraw such discounts and re-invoice at list price.
5.7 Credit review & security: we may vary/withdraw credit, set a credit limit, or require advance payment, a deposit, or adequate security (including a director’s guarantee) as a condition of further performance.
5.8 No set-off: payments must be made in full without deduction or set-off. We may set off sums we owe to the Customer.

6. Returns, damages, missing items & pricing queries (process)

6.1 All issues must be logged via our portal: www.edenhorticulture.co.uk/returnsportal. Email/phone alone isn’t accepted.
6.2 Time limits to log:
• Damages & missing items: within 48 hours of delivery (POD must read “Damaged” if packaging/pallet looked damaged).
• Pricing discrepancies: within 5 working days of invoice.
• Unwanted/ordered-in-error: request within 14 days (subject to conditions and fees).
6.3 The Customer must upload required evidence (photos, serials, paperwork) as stated on the portal.
6.4 On approval we issue an RMA. RMA must appear on the shipping label and inside the box; returns without an RMA may be refused.
6.5 Collections are courier-only (no rep collections). Missed collections are rebooked at cost.
(For full details, see our Trade Returns & Credits Policy incorporated by reference.)

7. Quality & warranty

7.1 We warrant that on delivery Goods will: (a) conform to their description; (b) be free from material defects; and (c) be of satisfactory quality.
7.2 Notice of defects apparent on inspection must be given within 5 Business Days; latent defects within a reasonable time.
7.3 Remedies: at our option, repair, replace, or credit/refund the price of defective Goods.
7.4 Exclusions: no liability where (a) further use occurs after notice; (b) instructions/storage/installation/use/maintenance are not followed; (c) Customer specs cause the issue; (d) alteration/repair without consent; (e) fair wear and tear, wilful damage, negligence, abnormal conditions; (f) legal compliance changes.
7.5 Terms implied by ss.13–15 Sale of Goods Act 1979 are excluded to the fullest extent permitted.
7.6 Warranties for third-party branded Goods are per the manufacturer; we’ll direct you to the correct route where applicable.

8. Title & risk (Retention of Title)

8.1 Risk passes on delivery (see 4.3).
8.2 Title to Goods does not pass until we receive payment in full, in cleared funds, of: (a) the price of those Goods; and (b) all other sums due from the Customer to us (on any account).
8.3 Customer obligations until title passes: hold Goods as our fiduciary bailee; store separately and keep clearly identified; do not remove/deface marks/packaging; maintain in satisfactory condition and insure for full replacement value (noting our interest and providing evidence on request); allow inspection of Goods/records on reasonable notice; immediately notify us of any Insolvency Event.
8.4 Permitted use/resale (revocable licence): until revoked under 8.6, the Customer may, in the ordinary course of business, use or resell Goods not yet paid for.
8.5 Proceeds of sale / trust: where Goods are resold before title passes: (a) proceeds of sale (and related book debts/receivables and any insurance proceeds) are held on trust for us, kept separate and promptly accounted to us on demand; (b) we may require assignment of related receivables and trace such proceeds.
8.6 Revocation: the right to use/resell automatically ends if payment is overdue, credit limit is exceeded, an Insolvency Event occurs or we reasonably believe one is likely.
8.7 Right to enter & recover: if we become entitled to possession, the Customer shall deliver up the Goods on demand. If not, we (and our agents) may enter any premises where the Goods are located (with or without vehicles), during working hours or at any time in an emergency, to recover them.
8.8 Mixed/processed goods: if Goods are mixed with, attached to, or incorporated in other items: (a) where separation is possible, we may detach and recover the Goods; (b) otherwise the Customer holds the resulting product as tenant-in-common with us in proportion to the value of our unpaid Goods; (c) any accessions/improvements form part of the Goods for ROT purposes.
8.9 These rights are additional to all other remedies and survive termination.

9. Customer obligations

9.1 Ensure Orders/specs are accurate; cooperate to enable delivery/Services.
9.2 Customer default: if our performance is prevented/delayed by the Customer, we may suspend performance and recover our costs and losses.

10. Liability

10.1 Nothing limits liability for death/personal injury caused by negligence, fraud, breach of title under s.12 Sale of Goods Act 1979, or liability that cannot legally be limited.
10.2 Subject to 10.1: (a) we are not liable for loss of profit, revenue, business, goodwill, or any indirect/consequential loss; and (b) our total liability is capped at the price paid (or payable) for the Goods/Services giving rise to the claim.
10.3 Limitation period: any claim must be issued within 12 months of the date the cause of action accrued.

11. Insolvency & suspension

11.1 If the Customer experiences or is likely to experience an Insolvency Event (including inability to pay debts, negotiation with creditors, administration, liquidation, receivership, bankruptcy, or equivalent events), or if we reasonably judge the Customer’s creditworthiness has deteriorated: we may cancel/suspend deliveries, shorten payment terms, withdraw credit, and all sums become immediately due.
11.2 Our ROT rights in clause 8 apply immediately on an Insolvency Event.

12. Force majeure

Neither party is liable for failure or delay caused by events beyond reasonable control (including strikes, transport failures, acts of God, war/terrorism, epidemics, fires/floods, supplier defaults). We may allocate available stock and extend time for performance.

13. Compliance & policies

13.1 Returns/credits: the Trade Returns & Credits Policy forms part of this Contract.
13.2 Anti-bribery, sanctions & AML: the Customer shall comply with applicable anti-bribery, sanctions, export control, anti-boycott and anti-money-laundering laws. We may refuse or suspend performance where we reasonably believe a transaction would breach such laws.
13.3 Data protection: we process personal data per our Privacy Notice.
13.4 Product safety, recall & insurance: the Customer shall maintain appropriate public/product liability insuranceand cooperate with any product safety investigation, corrective action or recall, keeping downstream traceability records.

14. Export

Incoterms (latest version) apply if stated. The Customer is responsible for import licences, duties and compliance at destination. Inspection prior to shipment is at the Customer’s cost unless agreed.

15. Intellectual property

All IP in our catalogues, Website and branding remains ours. Samples, tooling, artwork and specifications we supply remain our property. No licence to manufacture, copy or reverse-engineer is granted unless expressly agreed.

16. Assignment

We may assign/transfer/subcontract our rights/obligations. The Customer needs our prior written consent to assign.

17. Confidentiality

The Customer must keep confidential all non-public information received from us (including pricing, discounts, technical documents and supplier/manufacturer details) and use it only for performing the Contract.

18. Notices

Notices must be in writing and sent to the registered office or notified address (or by email to an agreed contact). Deemed receipt: hand delivery on delivery; pre-paid first-class post at 9am on the second Business Day after posting; email on the next Business Day after transmission, provided no bounce-back is received.

19. Variation, waiver, severance

19.1 Variations must be in writing and signed by us.
19.2 No failure or delay to enforce rights is a waiver.
19.3 If any provision is invalid, the remainder stays in force; the provision will apply with minimal modification to be valid.

20. Third-party rights

A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

21. Governing law & jurisdiction

English law governs this Contract. The courts of England and Wales have exclusive jurisdiction.

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Schedule A – Unwanted returns & non-returnable items (summary)

• Unwanted/ordered-in-error: request within 14 days, items unopened, unused, resaleable; 20% restocking fee + outbound & return carriage.

• Non-returnable unless faulty: opened nutrients/consumables; clearance items; bulbs/lamps once powered; opened/assembled tents & fabric items; custom/special orders.

• No-Fault-Found: £15 bench test + return carriage.

• Kits/bundles: credit calculated by apportioning kit price from the originating invoice.

• Damages/shortages: log within 48 hours; POD must state “Damaged” where packaging/pallet looked damaged.

• All claims must be raised via www.edenhorticulture.co.uk/returnsportal; RMA required.

22. Eden Plus+ Rewards Programme

22.1 Programme overview
Eden Plus+ is a discretionary business loyalty programme operated by Eden Horticulture Limited which allows eligible trade customers to earn points on qualifying purchases and redeem those points for selected rewards subject to these Conditions and any programme communications issued from time to time.

Participation in Eden Plus+ constitutes acceptance of this clause and all related programme terms.

22.2 Eligibility
The programme is available to approved trade account holders only. We may approve, refuse, suspend or withdraw participation at our discretion, including where an account is inactive, overdue, in dispute, in breach of these Conditions or reasonably suspected of misuse.

22.3 Points accrual
Points accrue on eligible paid orders placed from 1 March 2026 onward.

Points:

• are awarded only after payment is received in cleared funds

• may vary by brand, product category, promotion or commercial arrangement

• may be excluded on selected products, services, carriage, taxes, clearance lines or other specified items

• remain provisional until payment is completed and may be withheld, reversed or adjusted where orders are cancelled, refunded, credited, returned or deemed ineligible

Our records relating to points accrual and balances shall be final unless manifest error is demonstrated.

22.4 Points status and limitations
Points:

• have no cash, monetary or exchange value

• are non-transferable and cannot be sold, assigned or exchanged unless expressly agreed in writing

• represent a discretionary loyalty benefit only and do not form part of any contractual rebate, discount or financial entitlement

We may amend earning rates, reward thresholds, promotional multipliers or programme mechanics at any time.

22.5 Points adjustments and account standing
We may adjust or remove points where:

• transactions are refunded, credited, disputed or fraudulent

• payment default or chargeback occurs

• administrative, technical or calculation errors arise

• the Customer breaches these Conditions

Points may be suspended where the Customer account is overdue or otherwise not in good standing.

22.6 Reward redemption
Rewards may be redeemed subject to:

• sufficient points balance at time of redemption

• stock, supplier, venue, ticket or travel availability

• commercial viability and sourcing feasibility

• compliance with these Conditions and any account requirements

Reward imagery, descriptions and marketing materials are illustrative only and do not constitute an offer to supply a specific model, specification, configuration, itinerary, date or condition.

22.7 Reward fulfilment and substitution
Rewards are sourced within the allocated reward value at the time of fulfilment.
Exact model, configuration, specification, itinerary, mileage, condition and inclusions are subject to availability and commercial viability.

Where a named reward is unavailable, discontinued, delayed or impractical to supply, we reserve the right to provide an alternative reward of equal or greater value.

22.8 Product rewards
Technology, electronics and physical goods supplied as rewards may vary by:

• model generation or edition

• storage, configuration or accessories

• colour or finish

• packaging or bundled components

Manufacturer warranties apply where provided by the brand owner. We do not provide additional performance guarantees beyond statutory obligations.

22.9 Experience and event rewards
Experience, ticket and hospitality rewards may involve third-party organisers and are subject to:

• venue, promoter, artist and organiser availability

• seating or suite configuration

• catering, hospitality or inclusion variations

• rescheduling, substitution or cancellation beyond our reasonable control

Where hospitality or executive suite access is referenced, catering and beverage inclusions are determined by the venue or provider.

22.10 Travel rewards
Travel rewards are arranged within the allocated reward value and may involve third-party providers. Dates, departure location, accommodation standard, itinerary and inclusions are subject to availability, pricing fluctuations and commercial viability at the time of booking.

Costs outside the allocated reward value (including upgrades, insurance, documentation, transfers, personal expenses or optional extras) remain the responsibility of the Customer. We may provide alternative travel arrangements of equal or greater value where necessary.

22.11 Vehicle rewards
Vehicle rewards may be new or pre-owned and are sourced within the allocated reward value. Model year, mileage, trim level, colour, optional features and condition are subject to availability and commercial viability.

Delivery, registration, insurance, taxation, maintenance and ongoing ownership costs are not included unless expressly stated. We may substitute an alternative vehicle of equal or greater value where required.

22.12 Luxury watch rewards
Luxury watch rewards may be new or pre-owned. Model reference, production year, condition, accessories and provenance are subject to availability and commercial viability. Where the named timepiece cannot reasonably be supplied, we may provide an alternative luxury watch of equal or greater value.

22.13 Gift cards, vouchers and credit rewards
Gift cards, prepaid cards, account credit and voucher rewards:

• are subject to issuer terms and redemption restrictions

• may carry expiry dates, merchant limitations or regional restrictions

• cannot be exchanged for cash unless required by law

• are deemed fulfilled upon dispatch or electronic transfer

We are not responsible for third-party issuer refusal, insolvency or changes to redemption networks.

22.14 Programme misuse
We may suspend, reverse or remove points and/or rewards where fraud, abuse, manipulation or artificial order activity is suspected, or where the Customer breaches these Conditions.

22.15 Programme modification or termination
We may amend, suspend or terminate the Eden Plus+ programme (in whole or part) at any time for commercial, operational or legal reasons. Where reasonably practicable, notice will be provided via website, email or account communication.

Termination shall not create entitlement to cash compensation or damages.

22.16 Liability (rewards)
To the fullest extent permitted by law, we shall not be liable for reward unavailability, supplier failure, venue cancellation, travel disruption or substitutions beyond our reasonable control. All other liability remains subject to Clause 10.

22.17 Interpretation
The Eden Plus+ Rewards Programme forms part of these Conditions. In the event of conflict, this clause prevails in relation to loyalty rewards only.