TERMS AND CONDITIONS OF GEORGE DAVIES TURF LTD & ULTIMATE TOP SOIL
These Terms and Conditions are between Ultimate Top Soil of Newton Lodge, Clifton Reynes, Olney, Buckinghamshire, MK46 5DS (hereinafter referred to as “UTS”) and you as a customer of UTS (hereinafter referred to as either “You” or “the Customer”). UTS is a trading name of George Davies Turf Limited a company registered in England with a registered office at Newton Lodge, Clifton Reynes, Olney, Buckinghamshire, MK46 5DS and a company registration number of 05287112 and you agree that all orders placed with UTS will be completed by George Davies Turf Limited.
These Terms and Conditions are in full force and effect from the moment that any order or transaction of any nature is made with UTS by You and accepted by UTS and accordingly You irrevocably and without exception accept and agree to the entirety of these Terms and Conditions.
The Customer understands and warrants to UTS that they fully understand its respective obligations and responsibilities as set out in these Terms and Conditions and furthermore the Customer warrants to UTS that they possess the full and complete authority to be bound by these Terms and Conditions.
UTS reserves the absolute and exclusive right to amend these Terms and Conditions from time-to-time.
These Terms and Conditions (and any amended versions thereof) take absolute and irrevocable precedence over any other terms and conditions and in the event of any perceived conflict UTS’s Terms and Conditions will, without exception, prevail.
These Terms and Conditions are available online at: https://www.ultimatetopsoil.co.uk
Any prices published by UTS are indications only and UTS reserves the exclusive option to amend its price list at any time prior to the Customer placing any order. Once an order has been placed the price that has been agreed with You will be fixed unless any changes or alterations are made to the order.
All prices are excluding Value Added Tax (“VAT”) and VAT will be charged to the customer at the prevailing rate.
If You have an account with UTS then UTS reserves the exclusive right to charge a deposit payment against any order made with the balance of the total order price (including VAT) is to be received by UTS as cleared funds by the last working day of the month in which delivery of the order has occurred. In the event that payment is not received by its due date then UTS reserves the exclusive option to charge interest on all outstanding monies at the rate of 8% per annum in accordance with Section 69 of the County Courts Act 1984 until such time as payment is received in full.
If You do not have an account with UTS then the entire order total is to be paid in full (including VAT) at the time of placing the order with UTS. If full payment is not received as cleared funds, then UTS reserves the exclusive option to cancel the order (free from any and all consequential liability to the customer whatsoever) until such time as payment in full has been received by UTS.
In the unlikely event that the Customer wishes to cancel its order with UTS You are to do so immediately and without unreasonable delay and by no later than two working days prior to the agreed delivery date and any attempt to cancel an order after this date may incur costs to You which could amount to the total order value.
UTS will exercise reasonable endeavours in delivering the ordered items to the Customer’s nominated address however time is not of the essence and UTS will have no liability to You whatsoever for any delays in respect of delivery including but not limited to any consequential losses. The Customer is not permitted to seek any recission or cancelation of the order as a result of any delays to delivery of the ordered items.
At the time of placing an order the Customer is entirely aware of the ordered items and has undertaken their own due diligence that such meet the Customer’s requirements. Upon delivery of the ordered items You are to immediately fully inspect the delivered items for any shortages, defects and or damage. The Customer will sign UTS’s acceptance or delivery note and state any specification, deficiency, shortage, defects, or damage found. The signature of any driver, distributor, employee, Director, agent, or end user signing on behalf of the Customer will be accepted by UTS as having authority to sign on behalf of the Customer. Any defects, missing items and or damage to the ordered items must be notified in writing (with photographic evidence provided) to UTS within 24 hours of the date of delivery as thereafter UTS will have no obligation to remedy any alleged defects, missing items and or damage to the ordered items.
If UTS accept the validity of any deficiency, shortage, defect or damage then UTS’s entire liability to You is expressly limited to either to deliver replacement items within a reasonable timeframe or to issue a refund or provide a credit for the items that are defective or damaged or that have not been delivered. For the avoidance of doubt UTS will have no further liability to You whatsoever including but not limited to any alleged consequential losses or damages.
UTS will have no liability to You arising from any non-delivery of any item and or any shortage in delivery, deterioration, defect, or damage caused to the items whilst in transit which are due to any circumstances beyond UTS’s reasonable control. From time-to-time it may be necessary for UTS to alter the precise mixture of grasses contained in its turf but any such variations, which do not significantly and or materially affect the general use of the turf, will not give rise to any liability to the Customer.
The Customer accepts that UTS provides no guarantee to You regarding the consistency of turf quality or any other ordered items arising from any alterations to UTS’s suppliers or products and or the conditions of UTS’s fields.
From time-to-time UTS may offer assistance to You in relation to the laying and or care of turf however such is offered by UTS and accepted by You as guidance only and UTS will have no liability to You whatsoever and in any circumstance for any loss arising from the care or laying of any turf and the Customer entirely understands that any turf delivered by UTS has to be appropriately laid within 24 hours of delivery during the Winter and within 12 hours of delivery during the Summer.
In the event that You overorder any items UTS will, under no circumstance, recollect and or credit any monies back to You unless, in their exclusive discretion, UTS elect to inspect the items and to restock them however You may be liable for any fees and expenses incurred by UTS arising from their unilateral decision.
UTS’s experienced drivers will use their reasonable endeavours to deliver and unload the ordered items at the location requested by the Customer however if UTS’s drivers consider that such a location is either dangerous or in any way unsuitable, they will, exercising their reasonable and experienced judgement, deliver and unload the ordered items at the closest position to the requested location. UTS is not liable to You for any damage, injury or losses of any type whatsoever to any property or person arising from the delivery and unloading of the ordered items unless such damage, injury or loss is directly caused by the negligence of UTS’s driver.
In the event that UTS’s drivers are inhibited and or delayed, through no fault of UTS or their driver, in delivering and or unloading the ordered items to the Customer then UTS reserve the exclusive right to levy an additional off-loading charge, the amount will be set by UTS and will be immediately due and payable by You.
UTS and the Customer accept that nothing contained in these Terms and Conditions will create between them any employment, legal or joint venture relationship or partnership between them save for what is intended under these Terms and Conditions.
UTS and You agree that a person or business that is not a party to these Terms and Conditions will not have any rights under or connection to them by virtue of the Contracts (Rights of Third Parties) Act 1999.
These Terms and Conditions are personal to the Customer and therefore You may not assign, licence or charge and or attempt or purport to do so any of the rights, obligations and or duties and or delegate or otherwise in any way dispose of any of any rights, obligations and or duties set out in these Terms and Conditions unless express prior written permission has been provided by UTS.
In the event that any provision, clause and or term of these Terms and Conditions is held to be invalid or unenforceable by any judicial or competent authority then these Terms and Conditions and all other clauses, conditions and or terms will remain in full force and effect and will not in any way be impaired. If any provision, clause and or term contained herein is held to be invalid or unenforceable but would be valid or enforceable if some part or parts were deleted then the provision, clause and or term will continue to apply with the minimum modification necessary to make it valid and enforceable.
Each of the rights as set out in these Terms and Conditions may be exercised as often as is necessary and they are cumulative and not exclusive of any rights that either You or UTS may have under these Terms and Conditions, law or otherwise and no failure or delay by either You or UTS in exercising any of their rights shall not be deemed to be a waiver of that right and any waiver of a breach of any provision of these Terms and Conditions will not be deemed to be a waiver of any subsequent breach of the same or any provision.
Any and all notices served and or that are given under these Terms and Conditions will be in writing and in English and served on the last known address of either the Customer or UTS and such notices will served by hand and or sent by first class, registered or recorded delivery and or by email. Any such notice will be deemed served in the case of hand delivery if delivered by 4pm, on the same day or, in the case of first class, registered or recorded delivery post or hand delivery after 4pm, on the next working day after posting and in the case of an email, if sent by 4pm, on the day of sending or if after 4pm on the next working day after sending.
UTS will utilise their reasonable endeavours to ensure that they do not intentionally and or negligently expose the Customer to any breaches or non-compliance with the Data Protection Legislation. For the purposes of this clause and these Terms and Conditions “Data Protection Legislation” means all applicable data protection and privacy legislation in force from time-to-time in the UK including the GDPR; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).
In the event that any issues, disagreements, breach(es), alleged breach(es) and or disputes whatsoever arises between UTS and You under or in connection with and or in interpreting these Terms and Conditions then they unconditionally consent to enter into direct good faith negotiations and discussions with each other with the desire and intention of resolving any such issues, disagreements, breach(es), alleged breach(es) and or disputes and prior to any recourse to litigation and or the Courts. If such good faith negotiations and discussions does not resolve any issues, disagreements, breach(es), alleged breach(es) and or disputes as referenced within 28 days of such good faith negotiations and discussions then UTS and You agree unconditionally to refer such unresolved issues, disagreements, breach(es), alleged breach(es) and or disputes to Mediation in order to utilise the experience of a professional Mediator who may be able to assist UTS and You in resolving their issues, disagreements, breach(es), alleged breach(es) and or disputes. Any such mediation will be convened as soon as is practicable with UTS and You mutually agreeing the Mediator and venue for the Mediation; however, if no such agreement can be reached UTS and You further agree to refer any dispute or disagreement to ‘CEDR’ (a Mediation provider whose address is, as of the date of these Terms and Conditions is at 100 St Paul’s Churchyard, London, EC4M 8BU) who will nominate in their absolute discretion the Mediator and venue for the Mediation. The costs of any mediator, venue or Mediation provider will, without any deduction or offset whatsoever, be paid for equally by the UTS and You. UTS and You irrevocably agree that prior to any recourse to any Court of competent jurisdiction they are to fully adhere to the contents and meaning of this clause.
If UTS is totally or partially prevented or delayed in the performance of any of its respective obligations in accordance with these Terms and Conditions by an Event of Force Majeure (that is not in place at the date of these Terms and Conditions) and UTS provides notice in writing to the Customer of such prevention giving the period for which it is estimated such prevention will continue the UTS will be excused from their performance, obligations and responsibilities so affected as from the date of such notice for so long as such cause of delay shall continue provided that such a period of time does not exceed thirty (30) continuous working days In the event that the Event of Force Majeure persists for longer than thirty (30) continuous working days then then UTS may cancel the Customer’s order having no liability to You whatsoever save for the return of the order value to You less any administrative costs. For the purposes of this clause and these Terms and Conditions “Force Majeure” and or “Event of Force Majeure” means any event affecting the performance by UTS of their obligations that is beyond their reasonable control including, but not limited to, any strikes, lock-outs or industrial action affecting a third party, any terrorist action or threat of terrorist action, civil commotion, riot, crowd disorder, invasion, war, threat of or preparation for war, fire, explosion, storm, flood, earthquake, epidemic, pandemic or any natural physical disaster, any legislation, lockdown, regulation, rule or ruling of a government, court or any competent authority, or failure of a utility service including but not limited to electric power, gas, water or telephone or communication service.
Further to the any Event of Force Majeure if UTS is delayed or likely to be delayed in performing any of its obligations and responsibilities under these Terms and Conditions for any period or periods of time caused directly or indirectly by any of the effects of the COVID-19 pandemic (including but not limited to any government lockdown or geographical restrictions, positive COVID-19 tests or ‘track and trace’ notifications of its employees or agents and or from members of family and friends which lead to a period of self-isolation, positive COVID-19 tests) then UTS will be granted an extension of time for the same period of time that the UTS are delayed or likely to be delayed in delivering the ordered items to You. UTS will use their reasonable endeavours to minimise any such delays or disruption however any and all delays, costs, liabilities, debts, fees or any other monies whatsoever incurred by You or arising or incurred in delivering the ordered items to You as a result of the COVID-19 pandemic will not be accepted, borne or paid for (in full or in part) by UTS.
These Terms and Conditions are governed and construed by the Laws of England and Wales and UTS and the Customer agree to submit to the exclusive jurisdiction of the English and Welsh Courts.