Terms and Conditions

S&S Garden Designs Limited (Trading as Pot-Mate)

1. Interpretation

• Definitions:

• Interpretation

• A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
• A reference to a party includes its personal representatives, successors and permitted assigns.
• A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
• Any words following the terms including, include, in particular, for exampleor any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
• A reference to writing or written does not include fax but does include email

2. Basis of Contract

• These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
• The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order submitted by the Customer are complete and accurate.
• The Order shall only be deemed to be accepted when S&S Garden Designs Limited notifies the Customer following completion of the Order, at which point the Contract shall come into existence.
• The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
• Any samples, drawings, descriptive matter or advertising produced by S&S Garden Designs Limited and any descriptions or illustrations contained in S&S Garden Designs Limited’s website (or any catalogues or brochures) are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
• A quotation for the Goods given by S&S Garden Designs Limited shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
• The Customer acknowledges that Pot-Mate is a trading name of S&S Garden Designs Limited

3. Goods

• The Goods are described in S&S Garden Designs Limited’s website.
• S&S Garden Designs Limited reserves the right to amend the Goods and the Order if required by any applicable statutory or regulatory requirement, and S&S Garden Designs Limited shall notify the Customer in any such event

4. Delivery

• S&S Garden Designs Limited shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the relevant Customer and Supplier reference numbers (if applicable), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
• S&S Garden Designs Limited shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after S&S Garden Designs Limited notifies the Customer that the Goods are ready.
• Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
• Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. S&S Garden Designs Limited shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide S&S Garden Designs Limited or its carrier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
• If S&S Garden Designs Limited fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. S&S Garden Designs Limited shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide S&S Garden Designs Limited or its carrier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
• If the Customer fails to accept delivery of the Goods within three Business Days of S&S Garden Designs Limited notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or S&S Garden Designs Limited’s failure to comply with its obligations under the Contract in respect of the Goods:
• delivery of the Goods shall be deemed to have been completed at 9:00 am on the second Business Day after the day on which S&S Garden Designs Limited notified the Customer that the Goods were ready; and
• S&S Garden Designs Limited shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
• If ten Business Days after the day on which S&S Garden Designs Limited notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, S&S Garden Designs Limited may resell or otherwise dispose of part or all of the Goods.
• S&S Garden Designs Limited may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment

5. Quality

• S&S Garden Designs Limited warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Goods shall:
  • conform in all material respects with their description;
  • be free from material defects in design, material and workmanship;
  • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
  • be fit for any purpose held out by S&S Garden Designs Limited
• Subject to clause 3, if:
  • the Customer gives notice in writing to S&S Garden Designs Limited during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 1;
  • S&S Garden Designs Limited is given a reasonable opportunity of examining such Goods; and
  • the Customer (if asked to do so by S&S Garden Designs Limited) returns such Goods to S&S Garden Designs Limited place of business at the Customer’s cost,

S&S Garden Designs Limited shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

• S&S Garden Designs Limited shall not be liable for the Goods’ failure to comply with the warranty set out in clause 1:
  • the Customer or any subsequent owner of the Goods following resale makes any further use of such Goods after giving notice in accordance with clause 2;
  • the defect arises because the Customer or any subsequent owner of the Goods following resale failed to follow S&S Garden Designs Limited’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
  • the Customer or any subsequent owner of the Goods following resale alters or repairs such Goods without the written consent of S&S Garden Designs Limited; or
  • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions

• Except as provided in this clause 5, S&S Garden Designs Limited shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 1.
• The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
• These Conditions shall apply to any repaired or replacement Goods supplied by S&S Garden Designs Limited

6. Title and Risk

• The risk in the Goods shall pass to the Customer on completion of delivery.
  • Title to the Goods shall not pass to the Customer until the earlier of:
  • S&S Garden Designs Limited receives payment in full (in cash or cleared funds) for the Goods and any other goods that S&S Garden Designs Limited has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
  • the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 4

• Until title to the Goods has passed to the Customer, the Customer shall:
  • store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as S&S Garden Designs Limited’s property;
  • not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
  • maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
  • notify S&S Garden Designs Limited immediately if it becomes subject to any of the events listed in clause 9.1.2 to clause 9.1.4; and
  • give S&S Garden Designs Limited such information as S&S Garden Designs Limited may reasonably require from time to time relating to:
    • the Goods; and
    • the ongoing financial position of the Customer

• Subject to clause 5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before S&S Garden Designs Limited receives payment for the Goods. However, if the Customer resells the Goods before that time:
  • it does so as principal and not as S&S Garden Designs Limited’s agent; and
  • title to the Goods shall pass from S&S Garden Designs Limited to the Customer immediately before the time at which resale by the Customer occurs

• At any time before title to the Goods passes to the Customer, S&S Garden Designs Limited may:
  • by notice in writing, terminate the Customer’s right under clause 4 to resell the Goods or use them in the ordinary course of its business; and
  • require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them

•  Any product stands provided by S&S Garden Designs Limited to the Customer shall be owned by S&S Garden Designs Limited at all times and the Customer shall not remove, deface or obscure any identifying mark or dispose of them without the written consent of S&S Garden Designs Limited

7. Price and Payment

• The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in S&S Garden Designs Limited’s published price list in force as at the date of
• S&S Garden Designs Limited may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
  • any factor beyond S&S Garden Designs Limited’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
  • any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
  • any delay caused by any instructions of the Customer or failure of the Customer to give S&S Garden Designs Limited adequate or accurate information or instructions

• The price of the Goods excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to S&S Garden Designs Limited at the prevailing rate, subject to the receipt of a valid VAT invoice

• S&S Garden Designs Limited may invoice the Customer for the Goods on or at any time after the completion of delivery

• The Customer shall pay each invoice submitted by S&S Garden Designs Limited:
  • within 30 days of the date of the invoice; and
  • in full and in cleared funds to a bank account nominated in writing by S&S Garden Designs Limited, and
  • time for payment shall be of the essence of the Contract

• If the Customer fails to make a payment due to S&S Garden Designs Limited under the Contract by the due date, then, without limiting S&S Garden Designs Limited’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
• All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law)

8. Limitation of Liability

• S&S Garden Designs Limited has obtained insurance cover in respect of its own legal liability. The limits and exclusions in this clause reflect the insurance cover S&S Garden Designs Limited has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss

• The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise

• Nothing in in the Contract limits any liability which cannot legally be limited, including liability for:
  • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
  • fraud or fraudulent misrepresentation;
  • breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
  • defective products under the Consumer Protection Act 1987

• Subject to clause 3, S&S Garden Designs Limited’s total liability to the Customer shall not exceed the total price paid for the Goods
• Subject to clause 3, the following types of loss are wholly excluded:
  • loss of profits;
  • loss of sales or business;
  • loss of agreements or contracts;
  • loss of anticipated savings;
  • loss of use or corruption of software, data or information;
  • loss of or damage to goodwill; and
  • indirect or consequential loss.
  • This clause 8 shall survive termination of the Contract

9. Termination

• Without limiting its other rights or remedies, S&S Garden Designs Limited may terminate this Contract with immediate effect by giving written notice to the Customer if:
  • the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within five days of that party being notified in writing to do so;
  • the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
  • the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
  • the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy

• Without limiting its other rights or remedies, S&S Garden Designs Limited may suspend provision of the Goods under the Contract or any other contract between the Customer and S&S Garden Designs Limited if the Customer becomes subject to any of the events listed in clause 1.2to clause 9.1.4, or S&S Garden Designs Limited reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment

• Without limiting its other rights or remedies, S&S Garden Designs Limited may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment

• On termination of the Contract for any reason the Customer shall immediately pay to S&S Garden Designs Limited all of S&S Garden Designs Limited’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, S&S Garden Designs Limited shall submit an invoice, which shall be payable by the Customer immediately on receipt

• Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination

• Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect

10. Intellectual Property Rights

All Intellectual Property Rights in material and content supplied on S&S Garden Designs Limited’s website and in or arising in connection with the Goods shall remain at all times owned by S&S Garden Designs Limited and its licensors, save that the Customer shall be entitled to use the website to the extent necessary to make a copy of the Order or the Contract.

11. Force Majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for six months, the party not affected may terminate the Contract by giving 10 days’ written notice to the affected party.

12. General

• Assignment and other dealings.
  • S&S Garden Designs Limited may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
  • The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of S&S Garden Designs Limited

• Entire agreement.
  • The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  • Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract

• No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives)

• No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy

• If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 12.5the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision

• Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
  • delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
  • sent by email to sales@pot-mate.co.uk

• Any notice or communication shall be deemed to have been received
  • if delivered by hand, at the time the notice is left at the proper address;
  • if sent by pre-paid first-class post or other next working day delivery service, at 9:00 am on the two Business Day after posting; and
  • if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 6.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

•  This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution

• Third party rights.
  • Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
  • The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person

• Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales

• Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.