Terms & Conditions
1.1 “Buyer” means the person, to whom the Company may agree to
supply Goods in accordance with these Conditions.
1.2 “The Company” means Planet Earth (Management) Ltd t/a
Planet Earth Wholesale, PO Box 374, Horbury, Wakefield, WF4
6WW and any trading division or subsidiary or associated
company (as the case may be).
1.3 “Conditions” means these terms and conditions of supply
1.4 “Goods” means any goods and/or services and software items
to be provided by the Company to the Buyer in accordance with
1.5 “Software” means any software supplied to the Buyer.
1.6 “Contract” means the contract for the supply of the Goods.
1.7 “Website” means the Company’s website located on the internet
at domain location www.planetearthwholesale.co.uk, or such
other website as the Company may operate from time to time.
1.8 “Writing” includes emails, faxes, website based
information, and any non-transitory form of visible reproduction
2. ORDER ACCEPTANCE
2.1 All orders placed by the Buyer whether written or oral shall
constitute an offer to the Company, under these Conditions,
subject to availability of the Goods and to acceptance of the
order by the Company’s authorised representative. Any quotation
given by the Company does not constitute an offer capable of
acceptance. These Conditions shall apply in respect of all
contracts for the supply of goods and/or services of any nature
whatsoever by the Company to the Buyer.
2.2 All orders are accepted and Goods supplied subject to these
Conditions only. No terms or conditions put forward by the Buyer
shall apply. No amendment of these Conditions will be valid
unless confirmed in writing on or after the date hereof by the
Company’s authorised representative.
2.3 The Buyer shall be responsible for ensuring the accuracy of the
order and for giving the Company any necessary information to
enable the Company to perform the Contract.
2.4 The Company reserves the right by notice in Writing to the Buyer
to alter these Conditions.
2.5 The Company will endeavour to fulfil orders within 72 hours of
the order being accepted. If for any reason there is a further
delay, the Company will contact the Buyer.
3. INDEPENDENT CONTRACTOR
3.1 The relationship between the Company and Buyer is that of
independent contractor. Neither party is the agent of the other
and neither party has any authority to make any contract or incur
any obligation expressly or impliedly for the other party, without
that party’s prior written consent for express purposes
connected with the performance of this Contract.
4.1 Any dates given for delivery are estimates only and the Company
shall not be responsible for any delays. Time for delivery shall not
be of the essence.
4.2 The Company reserves the right to make delivery by instalments.
In that event these Conditions shall apply to each delivery as
though it were the subject of a separate contract and failure by
the Company to deliver any one or more instalments or any claim
by the Buyer in respect of any one or more instalments shall not
entitle the Buyer to treat the contract as a whole as repudiated.
4.3 If the Company agrees to make delivery to the Buyer or its
nominee, such delivery shall be effected to the address of the Buyer
or its nominee. Even in such cases, the Company reserves the right
to request the Buyer to nominate or appoint its own carrier for the
purposes of effecting such delivery and in that case if delivery
charges are included in the price the Company will reimburse the
Buyer with the amount of such charges.
4.4 Save as mentioned in condition 4.5 the Buyer shall take delivery
at the Company’s premises within three days of the Company
informing the Buyer that the Goods are ready for collection.
4.5 If the Company agrees to arrange for delivery of the Goods the
Buyer shall give verbal and written notice to the Company
forthwith if the Goods are not received within three days of the
expected delivery date or within such lesser period within which
such notice is required to be given to the carrier (if any) and if the
Buyer fails so to do delivery shall be deemed to have been
effected whether or not it has actually been effected.
4.6. Delivery shall be deemed to be effected at the time when the
Buyer effects collection from the Company or in cases where
collection is not affected by the Buyer or on its behalf, when
delivery is made to the address specified by the Buyer. The
Buyer shall inspect the Goods on delivery. Unless the Buyer
shall deliver written notice to the Company within one day of
delivery to the effect that the Goods are not those ordered, or
are damaged or subject to shortage and unless the Buyer shall
in all respects comply with the terms and conditions of the
carrier (if any) the Buyer shall be deemed to have accepted the
goods and shall not be entitled to reject Goods which are not in
accordance with the Contract. If the Buyer shall give written
notice as aforesaid, it shall comply with the Company’s
instructions concerning the return or retention for inspection of
such Goods which shall beat the Buyer’s risk until back in the
possession of the Company. In no event shall the Buyer be
entitled to reject the Goods on the basis of any defect or failure
which is so slight that it would be unreasonable for the Buyer to
reject the Goods.
4.7 If the Buyer fails to collect the Goods, give adequate delivery
instructions or accept delivery when tendered (as the case may
be) the Goods shall be at the Buyer’s risk and the
4.7.1 claim payment for the Goods:
4.7.2 store the Goods until actual delivery and charge the
Buyer for the costs of storage;
4.7.3 sell the Goods at the best price readily obtainable
and (after deducting all storage, selling and other
expenses) account to the Buyer for the excess over
sums owing by the Buyer or charge the Buyer for
any shortfall; terminate the Contract.
5. CANCELLATION AND RESCHEDULING
5.1 Subject to clause 9.2 any request by the Buyer for cancellation
of any order or for rescheduling of deliveries will only be
considered by the Company if made aware at least 6 hours
before dispatch of the Goods, and shall be subject to
acceptance by the Company at the Company’s sole discretion,
and subject to a reasonable administration charge therefore by
the Company. The Buyer hereby agrees to indemnify the
Company against all loss, costs (including loss of profit, the cost
of labour and materials used and overheads incurred), damages,
charges and expenses arising out of the order and its
cancellation or rescheduling.
6.1 Catalogues, price lists, the Website, and other advertising
literature or material as used by the Company are intended only
as an indication as to price and the range of goods offered and
no prices, descriptions or other particulars shall be binding on
the Company and any typographical, clerical or other error or
omission shall be subject to correction at any time without
liability on the part of the Company.
6.2 All prices are given by the Company at the time of the order on
an ex-works basis and unless otherwise agreed the Buyer is
liable to pay for the cost of delivery. The Company may by giving
notice to the Buyer at any time before delivery increase the price
of the Goods to reflect any increase in the cost to the Company,
which without limitation, shall include any of the following
6.2.1 where the Buyer has requested any variation
whatsoever to the quantity, capacity, form, content,
or description of the Goods, or has requested an
earlier or a later delivery date; or
6.2.2 where steps are required to be taken by the
Company to comply with any statutory provisions
from time to time in force; or
6.2.3 where increases are made in the price charged to
the Buyer of any equipment or goods bought in from
outside suppliers so as to enable the Company to
fulfil the Contract; or
6.2.4 where the supply of the Goods is suspended, varied
or otherwise delayed by the Buyer, including without
limitation, any delay caused by:
184.108.40.206 any variation of or to the Contract by the
220.127.116.11 failure to provide the Company with
sufficient information to enable the
Company to satisfy its obligations under
6.3 All prices are exclusive of Value Added Tax and any similar taxes
which are payable in addition.
7. TERMS OF PAYMENT
7.1 Unless the Company shall have previously agreed in writing with
the Buyer that the Goods shall be supplied on credit, payment
for the Goods shall be made in full by the Buyer prior to the
Goods leaving the Company’s premises by credit card, cleared
funds, or such other method that may be accepted by the
7.2 Where the Company has agreed to supply the Goods on credit
the Company shall be entitled to invoice the Buyer for the price
of the Goods on or at any time after delivery of the Goods and
the Buyer shall pay the price of the Goods within 30 days of the
invoice date notwithstanding that the property in the Goods has
not passed to the Buyer.
7.3 The time of payment of the price shall be the essence
of the Contract. If the Buyer fails to make payment on the due
date then without prejudice to any other right or
remedy available to the Company the Company shall
be entitled to:-
7.3.1 cancel, suspend any further deliveries, or suspend
any services due to the Buyer under the Contract or
under any other contract between the Buyer and the
Company, or require the provision of such financial
security as the Company may deem necessary
before making further supply;
7.3.2 appropriate any payment made by the Buyer to such
of the Goods as the Company may think fit
(notwithstanding any purported appropriation by
7.3.3 charge interest on any money which is not paid by it
to the Vendor under the Contract by the due date for
its payment (“the Due Date for Payment”). Such
interest shall accrue and be calculated on a daily
basis, both before and after any judgement (unless a
court orders otherwise) and until the date on which it
is actually paid, at a rate equivalent to the rate
prevailing at the Due Date for Payment as prescribed
by the Secretary of State pursuant to section 6 of
The Late Payment of Commercial Debts (Interest)
Act 1998. Interest shall be compounded on the first
day of each month and be payable on demand.
7.3.4 charge the Buyer all the costs incurred by the
Company for recovering the debt from the Buyer.
7.4 The Buyer shall not be entitled to delay or withhold payment on
account of any alleged claim.
7.5 Where paying by credit card the following fee structure will apply;
Ј0 - Ј149.99 No Fee
Ј150.00 - Ј499.99 2% Fee
Ј500.00 - Ј1999.99 2.5% Fee
Ј2000 + 3.0 %
All fees are subject to the Company’s discretion.
8. RISK AND PROPERTY
8.1 Risk of damage to or loss of the Goods shall pass to the Buyer
at the time of delivery or when the Company notifies the Buyer
that the Goods are available for collection if the Goods are to be
delivered at the Company’s premises or, if the Buyer wrongfully
fails to take delivery of the Goods, the time when the Company
has tendered delivery of the Goods or the Buyer should have
collected the Goods.
8.2 Notwithstanding delivery and the passing of risk in the Goods, or
any other provision of these conditions, the property in the
Goods shall not pass to the Buyer until the Company has
received payment in full of the price of the Goods and all other
goods supplied by the Company.
8.3 Until such time as the property in the Goods passes to the
Buyer, the Buyer shall hold the Goods as the Company’s
fiduciary agent and bailee and shall keep the Goods separate
from those of the Buyer and third parties and properly stored,
protected and insured and identified as the Company’s property
but unless the Vendor revokes such right in writing or the Buyer
becomes insolvent as defined in clause 14.1 may resell or use
the Goods in the ordinary course of its business.
8.4 Until such time as the property in the Goods passes to the
Buyer, the Buyer shall deliver up the Goods to the Company on
demand and, if the Buyer fails to do so immediately the
Company may enter any premises of the Buyer (using
reasonable force if necessary) or any third party where the
Goods are stored and repossess the Goods.
9. SPECIFICATION OF GOODS
9.1 The Company shall not be liable in respect of any loss or
damage caused by or resulting from any variation for whatsoever
reason in the manufacturer’s specifications or technical data and
will not be responsible for any loss or damage resulting from
curtailment or cessation of supply following such variation. The
Company will use its reasonable endeavours to advise the Buyer
of any such impending variation as soon as it receives any notice
thereof from the manufacturer.
9.2 Unless otherwise agreed, the Goods are supplied in accordance
with the manufacturer’s standard specifications as these may be
improved, substituted or modified. The Company reserves the
right to increase its quoted or listed price, or to charge
accordingly in respect of any orders accepted for Goods of non
standard specifications and in no circumstances will it consider
cancellation of such orders or the return of the Goods. The
Company reserves the right to supply in substitution to the
Goods or component parts thereof goods or component parts of
gods the specifications of which are equivalent or superior to
10. PROPRIETARY RIGHTS IN SOFTWARE PRODUCTS
10.1 The Buyer hereby acknowledges that any proprietary rights in
any software supplied including but not limited to any title are
ownership rights, patent rights, copyrights and trade secret
rights, shall at all times and for all purposes vest and remain
vested in the Software owner.
10.1.1 Buyer hereby acknowledges that it is its sole responsibility
to comply with any terms and conditions of any licence