Trade Customer
Terms and Conditions
By purchasing goods at Sulney Nursery you enter a legally binding agreement with us on the following terms. You should read and understand these terms because they affect your rights and liabilities.
IMPORTANT NOTICE TO TRADE CUSTOMERS
Plants, trees and shrubs are living products. Their successful establishment depends upon correct transportation, handling, planting, watering and subsequent maintenance.
Trade customers are responsible for ensuring that Goods are suitable for their intended site and are correctly transported, handled, planted and maintained.
Where Sulney Nursery Ltd provides specific written instructions or warnings concerning the handling, transportation or planting of Goods, those instructions must be followed.
If the Buyer chooses to depart from those instructions, the Buyer acknowledges that this may affect the health, stability or establishment of the Goods and accepts responsibility for any resulting loss to the extent caused by that departure.
Nothing in these Terms and Conditions excludes or restricts any liability which cannot lawfully be excluded or restricted.
Effective from: 28/10/2026
Sulney Nursery Ltd
Station Road
Upper Broughton
Melton Mowbray
LE14 3BQ
Company Registration No: [INSERT]
VAT Registration No: [INSERT]
1. DEFINITIONS
In these Terms and Conditions:
"Seller", "we", "us" or "our" means Sulney Nursery Ltd.
"Buyer", "you" or "your" means the business, company, partnership or other commercial entity purchasing Goods from us.
"Goods" means plants, trees, shrubs, hedging, turf, nursery stock, landscaping materials and any other goods supplied by us.
"Order" means the Buyer's order for Goods.
"Contract" means the contract between the Seller and Buyer for the sale and purchase of Goods incorporating these Terms and Conditions.
"Trade Customer" means a customer purchasing Goods in the course of a business, trade, profession or other commercial activity.
These Terms and Conditions apply to all sales of Goods by us to Trade Customers unless expressly agreed otherwise in writing by an authorised director of Sulney Nursery Ltd.
2. BASIS OF CONTRACT
2.1 These Terms and Conditions apply to all Goods supplied by us to Trade Customers.
2.2 By placing an Order, accepting delivery or collection of Goods, or otherwise purchasing Goods from us, the Buyer agrees to be bound by these Terms and Conditions.
2.3 No terms or conditions contained in the Buyer's purchase order, subcontract, framework agreement, correspondence or other documentation shall apply unless expressly accepted by us in writing.
2.4 Any quotation provided by us is an invitation to place an Order and does not constitute a binding offer unless expressly stated otherwise.
2.5 A Contract is formed when we accept the Buyer's Order or otherwise confirm that the Goods are available for supply.
2.6 Any amendment to a Contract must be agreed in writing by us.
3. TRADE CUSTOMER STATUS
3.1 These Terms and Conditions are intended for sales to customers purchasing Goods in the course of a business, trade or profession.
3.2 The Buyer confirms that it is purchasing the Goods for commercial purposes and not as a consumer.
3.3 Where Goods are subsequently supplied, installed or incorporated by the Buyer into works carried out for the Buyer's own customer, the Buyer remains our contractual customer unless we expressly agree otherwise in writing.
3.4 No person to whom the Buyer subsequently supplies, sells, installs or incorporates the Goods shall become our customer merely because they are the ultimate owner, occupier or user of the site or project.
4. PRICES
4.1 Prices are those stated in our quotation, price list, trade account or Order confirmation, as applicable.
4.2 Unless expressly stated otherwise, prices are exclusive of VAT.
4.3 We reserve the right to correct clerical or pricing errors.
4.4 Where a quotation specifies that prices are subject to availability, seasonal variation or confirmation, the price is not binding until the Order is accepted by us.
4.5 Additional charges may apply for delivery, special handling, lifting, loading, packaging, pallets, containers or other agreed services.
5. PAYMENT
5.1 Unless otherwise agreed in writing, payment shall be made in full before or at the time of collection or delivery.
5.2 Where the Buyer has an approved credit account, payment shall be made within the credit period stated on the Buyer's account.
5.3 We reserve the right to suspend further supplies where any account is overdue.
5.4 We may withdraw or amend credit facilities at any time.
5.5 Where payment is overdue, we reserve the right to charge interest and compensation in accordance with applicable legislation, including the Late Payment of Commercial Debts (Interest) Act 1998 where applicable.
5.6 The Buyer shall not withhold or set off payment against any alleged claim unless expressly agreed by us in writing.
6. AVAILABILITY AND VARIATION
6.1 Nursery stock is living material and availability, size, form and appearance may naturally vary.
6.2 Unless a particular specimen has been expressly identified and agreed for sale, Goods may vary naturally in size, shape, density, colour, form and appearance.
6.3 Measurements and dimensions provided for plants and trees are approximate unless expressly stated otherwise.
6.4 We reserve the right to substitute Goods with equivalent Goods where agreed with the Buyer.
6.5 Where a particular variety, cultivar, size or specification is essential to the Buyer's project, the Buyer must confirm this requirement in writing before placing the Order.
7. INSPECTION BEFORE COLLECTION OR DELIVERY
7.1 The Buyer is responsible for inspecting Goods before collection or, where Goods are delivered, as soon as reasonably practicable following delivery.
7.2 Where the Buyer or its representative inspects Goods before collection or delivery, the Buyer shall notify us of any visible defect or discrepancy before the Goods leave our premises.
7.3 Where Goods are collected by the Buyer, acceptance of the Goods and removal of the Goods from our premises shall constitute confirmation that the Buyer has had a reasonable opportunity to inspect them, subject to any defects which could not reasonably have been identified on inspection.
7.4 Where Goods are delivered, the Buyer shall inspect them promptly upon delivery and record any apparent damage, shortage or discrepancy on the delivery documentation wherever reasonably possible.
7.5 Failure to record an apparent defect, shortage or discrepancy does not necessarily exclude a legitimate claim, but may be taken into account when determining the circumstances of the claim.
8. LIVING PLANTS AND NURSERY STOCK
8.1 The Buyer acknowledges that plants, trees and shrubs are living organisms and their condition after sale can be affected by factors outside our control.
8.2 The establishment and continued health of living plants may depend upon, amongst other things:
transportation;
lifting and handling;
storage;
planting technique;
soil conditions;
drainage;
planting depth;
root-ball condition;
irrigation;
weather;
temperature;
exposure;
pests and disease;
fertilisation;
pruning;
maintenance;
chemical exposure;
site conditions; and
subsequent care.
8.3 Unless expressly agreed otherwise in writing, we do not warrant that any plant, tree or shrub will establish or survive for any particular period following collection, delivery or planting.
8.4 The Buyer is responsible for ensuring that Goods are suitable for the intended site and use unless the Buyer has expressly requested and relied upon our professional recommendation regarding suitability.
8.5 Where the Buyer requests advice concerning species, size, planting location or suitability, the Buyer must provide complete and accurate information concerning the intended site and conditions.
9. TREES, ROOT BALLS, BARE-ROOT AND HANDLING
9.1 Plants supplied with root-ball protection, hessian, wire baskets, containers or other protective material must be handled and transported in accordance with our instructions and any instructions supplied with the Goods.
9.2 Bare-root plants must be adequately hydrated immediately upon receipt and kept protected from frost, drying winds and other adverse weather conditions prior to planting. The roots must be kept moist at all times, and the plants must be planted as soon as reasonably practicable following delivery. The Buyer is responsible for ensuring that appropriate care, storage and protection are provided until planting. We shall not be responsible for any loss, damage, deterioration or failure to establish to the extent caused by the Buyer's failure to comply with these requirements.
9.3 The Buyer shall not remove, loosen, cut, disturb or otherwise alter root-ball protection before planting where we have advised that it should remain intact.
9.4 Where the Buyer chooses to depart from our handling, transportation or planting instructions, the Buyer acknowledges that such action may adversely affect the stability, viability, establishment or subsequent health of the Goods.
9.5 Where the Buyer proposes to transport or handle trees in a manner contrary to our instructions, the Buyer shall notify us before doing so.
9.6 Where the Buyer proceeds contrary to our written instructions, the Buyer accepts responsibility for any loss, damage or deterioration to the extent caused by that departure from our instructions.
9.7 The Buyer is responsible for ensuring that vehicles, lifting equipment, plant, personnel and transportation arrangements are suitable for the Goods purchased.
10. TRANSPORTATION AND DELIVERY
10.1 Unless otherwise agreed, responsibility for Goods passes to the Buyer upon collection or delivery.
10.2 Where the Buyer arranges collection, the Buyer is responsible for ensuring that the Goods are transported safely and appropriately.
10.3 The Buyer shall ensure that vehicles used to transport Goods are suitable for the size, weight and nature of the Goods.
10.4 The Buyer is responsible for any damage resulting from inappropriate loading, securing, transportation or unloading after collection.
10.5 Where we arrange delivery, the Buyer must ensure that there is suitable and safe access to the delivery location.
10.6 We shall not be responsible for delays caused by circumstances outside our reasonable control, including adverse weather, traffic, vehicle breakdown, restrictions on access or other circumstances affecting delivery.
11. PLANTING AND ESTABLISHMENT
11.1 Unless expressly agreed otherwise in writing, the Buyer is responsible for planting and establishing all plants, trees and shrubs supplied.
11.2 The Buyer is responsible for assessing site conditions before planting.
11.3 The Buyer shall comply with any planting, handling, watering or establishment instructions provided by us.
11.4 Where professional planting is undertaken by the Buyer or a third party, the Buyer remains responsible for ensuring that appropriate planting procedures are followed.
11.5 Failure to follow reasonable planting, handling or establishment instructions may affect the Buyer's rights in respect of subsequent plant failure to the extent that the failure is caused or contributed to by that failure.
12. WATERING AND IRRIGATION
12.1 The Buyer acknowledges that adequate watering and establishment care are essential to the successful establishment of many plants and trees.
12.2 Unless expressly agreed otherwise, responsibility for irrigation and watering after collection or delivery rests with the Buyer.
12.3 Where an irrigation system is used, the Buyer is responsible for ensuring that the system is correctly designed, installed, commissioned, maintained and operated.
12.4 The presence of an irrigation system does not, of itself, establish that plants have received adequate water.
12.5 Where plant failure is alleged, we may reasonably request information concerning watering, irrigation, soil moisture, weather conditions and maintenance before considering a claim.
13. DAMAGE, DEFECTS AND CLAIMS
13.1 Any claim concerning apparent damage, shortage or incorrect Goods should be notified to us as soon as reasonably practicable after delivery or collection.
13.2 Any claim concerning an alleged latent defect must be notified promptly after the defect is discovered.
13.3 The Buyer shall provide sufficient information to enable us to investigate the claim, including photographs, order details, dates, quantities and details of the alleged defect.
13.4 Where appropriate, the Buyer shall allow us or our representative reasonable access to inspect the Goods and the relevant site.
13.5 The Buyer shall not dispose of, destroy, remove or materially alter allegedly defective Goods before giving us a reasonable opportunity to inspect them, except where necessary for health, safety or other legitimate reasons.
13.6 Where a claim concerns living plants, the Buyer shall provide reasonable evidence of the condition of the Goods, planting circumstances and subsequent care.
13.7 We may request independent expert or horticultural evidence where the cause of plant failure is disputed.
14. QUALITY AND FITNESS FOR PURPOSE
14.1 Nothing in these Terms and Conditions shall exclude or restrict any liability which cannot lawfully be excluded or restricted.
14.2 Subject to clause 14.1, Goods supplied in the course of our business are subject to the statutory terms applicable to business sales.
14.3 Where the Buyer requires Goods for a particular purpose, the Buyer shall communicate that purpose to us before the Contract is formed.
14.4 Where the Buyer relies upon our advice or recommendation concerning suitability, the Buyer must provide all information reasonably necessary for us to give informed advice.
14.5 Where the Buyer selects Goods independently, the Buyer is responsible for satisfying itself that the Goods are suitable for its intended application.
14.6 Any advice concerning plant selection, planting or establishment is based on the information provided to us and does not constitute a guarantee of establishment or survival.
15. REMEDIES FOR VALID CLAIMS
15.1 Where Goods are established to have been defective at the time responsibility for them passed to the Buyer, our liability shall be determined in accordance with the applicable law and these Terms and Conditions.
15.2 Subject to applicable law, we may, at our option, offer an appropriate remedy including:
replacement of affected Goods;
repair or rectification where applicable;
credit;
refund; or
another reasonable remedy agreed with the Buyer.
15.3 Replacement Goods will be subject to these Terms and Conditions.
15.4 No replacement, credit or goodwill payment shall constitute an admission of liability unless expressly stated otherwise in writing.
16. CONSEQUENTIAL AND INDIRECT LOSS
16.1 Subject to clause 14.1, we shall not be liable for indirect or consequential loss arising from the supply of Goods.
16.2 Subject to applicable law, consequential or indirect losses may include:
loss of profit;
loss of revenue;
loss of business;
loss of contracts;
loss of anticipated savings;
additional labour costs;
plant or machinery hire;
ground preparation costs;
replanting costs;
removal costs;
accommodation or site costs; or
losses suffered by the Buyer's own customer.
16.3 Nothing in this clause shall prevent the Buyer from pursuing a claim for a loss which is legally recoverable and which cannot lawfully be excluded.
17. LIABILITY
17.1 Nothing in these Terms and Conditions excludes or restricts liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation;
or any other liability which cannot lawfully be excluded or restricted.
17.2 Subject to clause 17.1 and applicable law, our liability arising from the supply of Goods shall be limited to losses which are reasonably foreseeable and directly attributable to a breach of the Contract.
17.3 Any financial limitation of liability shall be subject to the applicable statutory reasonableness requirements.
17.4 The Buyer acknowledges that the allocation of responsibility contained within these Terms and Conditions reflects the commercial nature of the transaction and the Buyer's responsibility for transportation, handling, planting and establishment where those activities are undertaken by the Buyer or its contractors.
18. BUYER'S CUSTOMERS AND THIRD PARTIES
18.1 The Buyer acknowledges that Goods may be supplied by the Buyer to its own customers or incorporated into landscaping, construction or other projects.
18.2 The Buyer remains responsible for ensuring that its own customers receive appropriate information concerning the Goods, including any relevant handling, planting and establishment requirements.
18.3 Unless expressly agreed otherwise in writing, we shall have no contractual liability to the Buyer's customers or other third parties arising solely because Goods supplied to the Buyer are subsequently supplied, installed or incorporated into a third party's project.
18.4 The Buyer shall not represent to its customers that Sulney Nursery Ltd has provided any warranty, guarantee or undertaking beyond those expressly provided by us in writing.
19. INSTRUCTIONS AND WARNINGS
19.1 The Buyer shall comply with all reasonable instructions and warnings provided by us concerning the Goods.
19.2 Where the Buyer expressly chooses to proceed contrary to written advice or instructions provided by us, the Buyer acknowledges that such action may affect the Goods and shall be responsible for any loss or damage to the extent caused by that action.
19.3 Where appropriate, we may require the Buyer to confirm in writing that it understands and accepts a specific risk before supplying Goods.
19.4 Such written confirmation may form part of the Contract and may be relied upon in determining responsibility for any subsequent loss or damage.
20. RETENTION OF TITLE
20.1 Ownership of Goods shall remain with us until we have received payment in full for:
(a) the Goods; and
(b) all other sums owed by the Buyer to us.
20.2 Until ownership passes, the Buyer shall:
keep the Goods identifiable where reasonably practicable;
not create any charge or security interest over the Goods;
and take reasonable care of the Goods.
20.3 Where the Goods are living plants or trees, the Buyer acknowledges that ownership may pass subject to the practical limitations associated with maintaining living nursery stock.
20.4 If the Buyer becomes insolvent or enters any formal insolvency process, we reserve all rights available to us under applicable law in relation to unpaid Goods.
21. CANCELLATION
21.1 Orders for specially sourced, specially grown, specially selected or otherwise bespoke Goods may not be cancelled without our written agreement.
21.2 Where cancellation is agreed, we reserve the right to charge reasonable costs incurred as a result of the cancellation.
21.3 Orders for perishable or living Goods may be subject to special cancellation conditions notified at the time of Order.
22. FORCE MAJEURE
22.1 We shall not be liable for failure or delay caused by circumstances beyond our reasonable control.
22.2 Such circumstances may include:
extreme weather;
drought;
frost;
flooding;
disease;
pest infestation;
fire;
transport disruption;
shortage of labour;
shortage of materials;
equipment failure;
industrial action;
government restrictions;
or other circumstances beyond our reasonable control.
23. COMPLAINTS AND DISPUTE RESOLUTION
23.1 The Buyer shall initially raise any complaint with Sulney Nursery Ltd in writing.
23.2 The parties shall seek to resolve genuine disputes through good-faith discussion before commencing court proceedings.
23.3 Where appropriate, the parties may agree to use mediation or another form of alternative dispute resolution.
23.4 Nothing in this clause prevents either party from taking urgent legal action where necessary to protect its interests.
24. THIRD PARTY RIGHTS
24.1 Unless expressly stated otherwise, no person other than the Seller and Buyer shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
24.2 The parties may vary or terminate the Contract without the consent of any third party.
25. GENERAL
25.1 No waiver by us of any breach shall constitute a waiver of any subsequent breach.
25.2 If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in force.
25.3 The Buyer may not assign or transfer its rights under a Contract without our written consent.
25.4 We may assign or transfer our rights under a Contract where reasonably necessary as part of our business operations.
25.5 These Terms and Conditions, together with the relevant quotation, Order and any written terms expressly agreed by us, constitute the agreement between the parties concerning the sale of the Goods.
26. GOVERNING LAW AND JURISDICTION
26.1 These Terms and Conditions and any Contract between us shall be governed by the laws of England and Wales.
26.2 The courts of England and Wales shall have exclusive jurisdiction in relation to any dispute arising from or connected with a Contract, subject to any mandatory legal requirements to the contrary.