Eden Horticulture – Terms & Conditions of Sale 

Last updated: 24 June 2026

These Conditions of Sale ("Conditions") govern all contracts for the sale of Goods by Eden Horticulture Limited to the Buyer. By placing an order, the Buyer agrees to be bound by these Conditions to the exclusion of all other terms, including any terms the Buyer purports to apply. No variation to these Conditions shall be binding unless agreed in writing and signed by a Director of Eden Horticulture Limited.

1. Definitions

In these Conditions the following definitions apply:

1. "Company" means Eden Horticulture Limited, a company registered in England and Wales (VAT number GB 188 351 870), whose registered office is at Unit 10 Hortonwood West, Queensway, Hadley, Telford, Shropshire, TF1 6AH.
2. "Buyer" means the person, firm or company purchasing Goods from the Company.
3. "Goods" means the goods (including any instalment or part thereof) which the Company agrees to supply to the Buyer under a Contract.
4. "Contract" means any contract between the Company and the Buyer for the sale of Goods, incorporating these Conditions.
5. "Order" means the Buyer's order for the Goods, whether submitted in writing, by email, telephone, or via any electronic system.
6. "Price" means the price of the Goods as set out in the Company's quotation, order acknowledgement or invoice.
7. "Writing" includes email and any other electronic communication capable of producing a permanent record.

2. Basis of Sale

1. These Conditions apply to and are incorporated into every Contract to the exclusion of all other terms and conditions, including those which the Buyer purports to apply, whether in a purchase order, specification or otherwise.
2. A Contract is formed when the Company issues a written order acknowledgement, or (if earlier) when the Company dispatches the Goods. No order placed by the Buyer shall be deemed accepted until that point.
3. Any quotation issued by the Company is valid for 14 days from the date of issue and does not constitute an offer. The Company reserves the right to withdraw or amend any quotation at any time prior to acceptance.
4. The Buyer's order constitutes an offer to purchase on these Conditions. The Company may accept or decline any order at its absolute discretion.
5. Any samples, drawings, descriptive matter, specifications or advertising issued by the Company are for illustrative purposes only. They do not form part of the Contract and no representation or warranty is given in relation to them.

3. Price and Payment

1. The Price is as stated in the Company's current price list or as otherwise agreed in writing. The Company reserves the right to amend the Price at any time before despatch to reflect any increase in costs beyond its control (including materials, currency fluctuations, duties or transport costs), provided it gives reasonable notice to the Buyer.
2. Unless otherwise agreed in writing, all Prices are exclusive of VAT and any other applicable taxes or duties, which shall be payable by the Buyer at the rate in force at the date of invoice.
3. Unless a credit account has been agreed in writing, payment is due in full prior to despatch. Where a credit account has been granted, payment is due within 30 days of the date of invoice.
4. Time of payment is of the essence. If the Buyer fails to pay on the due date, the Company may, without prejudice to any other right or remedy:

1. cancel any credit terms and require immediate payment of all outstanding sums;
2. charge interest on overdue amounts at 8% per annum above the Bank of England base rate from time to time, accruing daily from the due date until actual payment, whether before or after judgment (pursuant to the Late Payment of Commercial Debts (Interest) Act 1998);
3. claim fixed-sum compensation under the Late Payment of Commercial Debts (Interest) Act 1998;
4. suspend or cancel any further deliveries or orders;
5. exercise its rights under Clause 8 (Retention of Title).

1. The Buyer shall make all payments in full without any set-off, counterclaim, deduction or withholding (other than any deduction required by law).
2. Where the Buyer is located outside the United Kingdom, payment shall be made in pounds sterling (GBP) or such other currency as agreed in writing, and the Buyer shall bear all bank charges and currency conversion costs.

4. Delivery

1. Delivery of Goods shall be to the address specified by the Buyer in the Order, or (if no address is stated) to the Buyer's registered address. Risk in the Goods passes to the Buyer on delivery.
2. Any delivery dates stated by the Company are estimates only and time of delivery is not of the essence unless expressly agreed in writing. The Company shall not be liable for any delay in delivery however caused.
3. If the Company is unable to deliver the Goods due to circumstances beyond its reasonable control, it may suspend or cancel the Contract without liability to the Buyer.
4. If the Buyer fails to take delivery of the Goods on the agreed date, or fails to provide adequate instructions, documents or access necessary to enable delivery, the Company may store the Goods at the Buyer's risk and expense and charge the Buyer for all storage, insurance and re-delivery costs incurred.
5. The Company may deliver the Goods by instalments. Each instalment shall constitute a separate Contract and failure to deliver or defect in one instalment shall not entitle the Buyer to repudiate the Contract as a whole.
6. Where Goods are delivered by a third-party carrier, the Company's liability is limited to its obligations under this Clause 4. The Buyer must inspect Goods on delivery and note any damage or shortage on the carrier's delivery documentation. Failure to do so may prejudice any claim.

5. Risk and Property

1. Risk in the Goods shall pass to the Buyer upon delivery in accordance with Clause 4.
2. Notwithstanding delivery and the passing of risk, legal and equitable title to the Goods shall remain with the Company until the Company has received payment in full (in cleared funds) in respect of:

1. all Goods the subject of the Contract; and
2. all other sums which are or which become due to the Company from the Buyer on any account whatsoever.

1. Until title passes to the Buyer:

1. the Buyer shall hold the Goods as bailee for the Company and store them separately from all other goods held by the Buyer so that they remain readily identifiable as the Company's property;
2. the Buyer shall not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
3. the Buyer shall maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full replacement value;
4. the Buyer shall promptly notify the Company if it becomes subject to any insolvency event referred to in Clause 12.

1. The Buyer may resell Goods in the ordinary course of its business before title has passed to it, but only as bailee for the Company, and shall account to the Company for the proceeds of any such sale. The Buyer shall not pledge or in any way charge by way of security any Goods in which the Company retains title.
2. The Company may at any time before title passes to the Buyer require the Buyer to deliver up the Goods. If the Buyer fails to do so immediately, the Company (or its agents) may enter any premises of the Buyer or any third party where the Goods are stored and recover them. The Buyer grants the Company an irrevocable licence to enter such premises for that purpose.
3. Where the Goods have been incorporated in or used as materials for other goods before payment has been received, title to those other goods shall vest in the Company immediately upon their creation and shall be held by the Buyer as fiduciary owner for the Company until payment has been received in full.
4. The Company may maintain an action for the Price of the Goods even where title has not passed to the Buyer.

6. Inspection and Acceptance

1. The Buyer shall inspect the Goods on or immediately after delivery. Any claim for short delivery, damage in transit or non-conformance must be notified to the Company in writing within 3 business days of delivery. Failure to notify within this period shall constitute acceptance of the Goods as delivered.
2. The Company shall not be liable for any defect or damage which the Buyer was aware of (or ought reasonably to have been aware of) on delivery.
3. Subject to Clause 7 (Warranty), the Company shall at its option repair, replace or refund the Price of any Goods proved to the Company's reasonable satisfaction to be defective or non-conforming, provided notification has been given in accordance with Clause 6.1.

7. Warranty

1. The Company warrants that the Goods will at the time of delivery conform in all material respects to their description and be free from material defects in materials and workmanship for a period of 12 months from the date of delivery ("Warranty Period"), subject to the exclusions in this Clause.
2. The warranty in Clause 7.1 does not apply to:

1. defects arising from fair wear and tear, wilful damage, negligence, or abnormal working conditions;
2. defects arising from failure to follow the Company's or manufacturer's instructions;
3. Goods that have been modified, repaired or tampered with by anyone other than the Company;
4. Goods that have been stored or used incorrectly;
5. consumable parts that are expected to wear in the normal course of use.

1. Subject to Clause 9 (Limitation of Liability), these Conditions set out the full extent of the Company's obligations and liabilities in respect of the quality and fitness for purpose of the Goods. All other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute, common law or otherwise, are excluded to the fullest extent permitted by law.

8. Returns and Cancellation

1. No Goods may be returned without the Company's prior written consent and a returns authorisation number. Goods returned without authorisation will not be accepted and may be returned to the Buyer at the Buyer's cost.
2. Where the Company agrees to accept a return of non-defective Goods, a restocking charge of not less than 20% of the invoice value may be applied at the Company's discretion.
3. The Buyer may not cancel an Order once accepted by the Company without the Company's written consent. If the Company agrees to a cancellation, the Buyer shall indemnify the Company in full against all costs, losses and expenses incurred by the Company as a result.
4. Bespoke, custom-made or special-order Goods may not be returned or cancelled under any circumstances once the Order has been accepted.

9. Limitation of Liability

1. Nothing in these Conditions shall limit or exclude the Company's liability for:

1. death or personal injury caused by its negligence;
2. fraud or fraudulent misrepresentation;
3. any matter in respect of which it would be unlawful to exclude or restrict liability.

1. Subject to Clause 9.1, the Company's total liability to the Buyer in respect of all claims arising under or in connection with the Contract (whether in contract, tort, breach of statutory duty or otherwise) shall not exceed the total Price paid by the Buyer for the Goods giving rise to the claim.
2. Subject to Clause 9.1, the Company shall not be liable to the Buyer for any:

1. loss of profits, revenue or business;
2. loss of anticipated savings;
3. loss of goodwill or damage to reputation;
4. loss of data or software;
5. indirect, special or consequential loss or damage;

in each case whether or not the Company was advised of the possibility of such losses.

1. The Company shall not be liable for any failure to perform its obligations under the Contract if such failure results from any cause beyond the Company's reasonable control, including acts of God, war, strikes, lockouts, flood, fire, governmental action, pandemic, supply chain disruption or failure of telecommunications.

10. Intellectual Property

1. All intellectual property rights in any specifications, designs, drawings or materials provided by the Company in connection with the Goods remain vested in the Company. The Buyer shall not copy, reproduce or disclose such materials without the Company's prior written consent.
2. Where Goods are manufactured to the Buyer's specification, the Buyer warrants that the use of such specification will not infringe any third party's intellectual property rights and shall indemnify the Company against any loss, costs or expenses arising from any such infringement.

11. Data Protection

1. The Company will process personal data relating to the Buyer's representatives in accordance with its Privacy Policy and applicable data protection legislation (including the UK GDPR and the Data Protection Act 2018). Such data will be used for order processing, account management and (where consent has been given) marketing purposes.

12. Insolvency and Termination

1. Without prejudice to any other right or remedy, the Company may immediately suspend performance of or terminate any Contract by written notice to the Buyer if the Buyer:

1. makes any voluntary arrangement with its creditors, or becomes subject to an administration order, or goes into liquidation (other than for the purposes of a solvent amalgamation or reconstruction);
2. has a receiver, administrator or administrative receiver appointed over all or any part of its assets;
3. ceases or threatens to cease to carry on business;
4. fails to pay any sum due to the Company on the due date;
5. commits a material breach of the Contract which (if capable of remedy) it fails to remedy within 14 days of written notice.

1. On termination of a Contract for any reason, all outstanding sums owed by the Buyer to the Company shall become immediately due and payable, and the Company's rights under Clause 5 (Retention of Title) shall continue in full force.

13. Export and International Sales

1. Where Goods are supplied for export outside the United Kingdom, the Buyer shall be responsible for complying with all applicable laws and regulations of the country of destination, including obtaining any necessary import licences, paying all import duties and taxes, and complying with all customs requirements.
2. Unless otherwise agreed in writing, the Goods are sold on Ex Works (EXW) terms (Incoterms 2020) for international orders. Title and risk pass in accordance with those terms, subject always to Clause 5 (Retention of Title) which shall apply notwithstanding Incoterms.
3. The Buyer shall indemnify the Company against any costs, losses or liabilities arising from the Buyer's failure to comply with export or import regulations.
4. The Company makes no representation that the Goods are appropriate or lawful for use in any particular jurisdiction outside the United Kingdom. It is the Buyer's responsibility to ensure compliance with local laws.

14. General

1. These Conditions and any Contract formed under them shall be governed by and construed in accordance with the laws of England and Wales.
2. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising out of or in connection with these Conditions or a Contract, except that the Company may bring proceedings in any jurisdiction where the Buyer has assets.
3. If any provision of these Conditions is held by a court of competent jurisdiction to be invalid, unenforceable or illegal, the remaining provisions shall continue in full force and effect.
4. A failure or delay by the Company to exercise any right or remedy provided under these Conditions or by law shall not constitute a waiver of that or any other right or remedy.
5. The Buyer may not assign, transfer or subcontract any of its rights or obligations under the Contract without the prior written consent of the Company. The Company may assign or transfer the benefit of the Contract at any time.
6. A person who is not a party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of it.
7. Any notice under these Conditions shall be in writing and sent to the other party's registered address or such other address as that party has notified in writing. Notices sent by first class post shall be deemed received two business days after posting; notices sent by email shall be deemed received at the time of transmission.
8. These Conditions constitute the entire agreement between the parties in relation to the sale of Goods and supersede any previous agreement, arrangement or understanding between them.