Terms & Conditions

1. DEFINITIONS

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

these Conditions.

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

of words.

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. DELIVERY

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

Company may:

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. PRICES

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

circumstances:

6.2.1 where the Buyer has requested any variation

whatsoever to the quantity, capacity, form, content,

style

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:

6.2.4.1 any variation of or to the Contract by the

Buyer; or

6.2.4.2 failure to provide the Company with

sufficient information to enable the

Company to satisfy its obligations under

the Contract.

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

Company.

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

the Buyer);

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

the Goods.

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