1.0 Interpretation

1.1 In these conditions ‘the Company’ means REG Group Ltd, registered in England & Wales (Company Number: 10671288), whose registered address is at Kingsway House, 23a Marlborough Road, Lancing, Lancing Business Park, West Sussex, BN15 8TR or any subsidiary company or agent authorised by them. Growtivation is a trading name of REG Group Ltd. ‘The Purchaser’ means the person or persons firm or company purchasing from or doing business with the Company.

1.2 ‘The Goods’ means all products supplied by the Company to the Purchaser whether by means of sale, hire, rental or otherwise and whether the property of the Company or distributed by the Company as agents for another.

2.0 Law

2.1 All conditions of which these terms and conditions form part shall be construed and interpreted in accordance with the English Law.

3.0 General

3.1 These Conditions of Trading should be read in conjunction with any Special Conditions included in the Company’s quotations, proposals, literature and catalogues.

3.2 All orders are accepted subject to the following terms and conditions notwithstanding anything to the contrary contained in any order or other form used by the Purchaser or in correspondence and no variation or alteration of these terms and conditions shall have any effect unless expressly agreed to in writing by the Company.

3.3 If these terms and conditions are inconsistent with any terms or conditions stipulated by the Purchaser these terms and conditions shall prevail.

3.4 The Company reserves the right to accept or refuse any order given on the basis of its quotation and in the event of the refusal of any order no damages or expenses of any kind shall be payable by the Company.

3.5 The Company shall in no event be liable for any inaccuracy or misdescription any loss or damage either direct or consequential flowing therefrom or from any other cause whatever including any defect whatsoever in the Goods notwithstanding any written or oral representations warranty or conditions which the Company or their representative or agent may have made or given prior to or in the course of making or purporting to be part of the agreement for sale from which are also excluded all implied warranties and conditions. The Company shall in no event be liable for fundamental breach of the agreement for sale.

3.6 The suitability of the Goods is for the Purchaser to determine. In purchasing goods from the Company on these terms and conditions the Purchaser is deemed to acknowledge that they do not rely upon the skill judgement representations or advice of the Company or of its employees or agents as to matters connected with the Goods. The Company shall have no liability if the Goods are not suitable for a particular purpose or particular requirements of the Purchaser whether or not any particular purpose or requirements of the Purchaser are made known to the Company.

3.7 Unless otherwise agreed in writing by the Company, any descriptions, images and illustrations in the Company’s literature, catalogues, website or samples are intended merely to present a general idea and there shall not be constituted thereby a sale by description or sample nor shall they be deemed to constitute representations. The Goods may vary from those shown in any of the above sources of information provided by the Company. The Company shall not be held liable for any variations of the Goods or problems arising due to these variations.

3.8 The Company reserves the right to correct any typographical or clerical errors appearing in the confirmation of order or in price lists, discount structures, quotations and proposals.

3.9 The Purchaser shall inspect the Goods immediately on delivery thereof and shall within 24 hours from such delivery give notice to the Company in writing of any shortage on delivery or damage in transit or any matter or thing by reason whereof the Purchaser may allege that the Goods are not in accordance with the order. If the Purchaser shall fail to give such notice or the Purchaser or its representatives have signed a document to say the correct quantity of Goods were received in good condition (or words to that effect), the Goods shall be deemed to be in all respects in accordance with the contract and the Purchaser shall be deemed to have accepted the Goods accordingly.

3.10 Any claim by the Purchaser which is based on any defect or condition of the Goods shall be notified in writing to the Company within 7 days from the date of delivery or tender of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure but in any event within one month of such date failing which the Company shall have no liability for such defect and the Purchaser shall be bound to pay the price in accordance with the Contract. The Company shall also be under no liability in respect of any defect arising from fair wear and tear accidental or willful damage negligence abnormal working conditions failure to follow the Company’s or any manufacturer’s instructions misuse or alteration.

3.11 Where any valid claim in respect of any of the Goods which is based on any defect in quality or condition of the Goods is notified to the Company in accordance with these Conditions the Purchaser shall return the Goods to the Company’s premises for inspection and if the claim is valid the Company shall be entitled at its sole discretion to refund to the Purchaser that part of the price attributable to those Goods or to supply replacement Goods. The Company shall have no further liability to the Purchaser and will in no way or circumstance be liable to reimburse any other costs associated with the defective Goods.

3.12 Credit will only be issued on returns if the delivery note number is quoted and the Goods are deemed to be in good resaleable condition by the Company or its representatives. A restocking handling and carriage charge will be incurred by the Purchaser. Special order or non-stock items are non-returnable. If special order or non-stock items ordered are no longer required by the Purchaser are surplus to requirements or the order is cancelled the Purchaser shall pay in full the price for the Goods by the due date, notwithstanding that the goods may not have been received or collected by the Purchaser or delivered by the Company.

3.13 No order which has been accepted by the Company may be cancelled by the Purchaser except with the agreement in writing of the Company and on terms that the Purchaser shall indemnify the Company in full against all loss (including loss of profit) costs damages charges and expenses incurred by the Company as a result of cancellation.

4.0 Prices

4.1 The Company reserves the right to alter prices without notice. Goods will be invoiced at prices ruling at the date of despatch.

4.2 Value Added Tax (VAT) or similar tax will be charged where applicable in addition to prices shown.

5.0 Payment

5.1 The Purchaser shall pay the price within 30 days (unless otherwise agreed in writing by the Company) after the end of the month in which the Company becomes entitled to invoice the Customer notwithstanding that the invoice may not have been delivered, the Goods may not have been delivered and the property in the Goods has not passed to the Purchaser. The time of payment of the price shall be of the essence of the contract.

5.2 The Goods shall remain the property of the Company until paid for in full by the Purchaser and any cheques cleared but shall be at the risk of the Purchaser as from the date of delivery.

5.3 Payment shall not be delayed if there is pending settlement of any claim against the Company or the Purchaser is waiting for a credit note to be issued for any Goods, whether related to the due payment or not.

5.4 If payment is delayed beyond the agreement terms the Company reserves the right to charge interest (after as well as before any Judgement) on the outstanding balance at a rate of 5% per month or part month until payment in full is made terminate or suspend the contract terminate any credit account facilities require payment in advance and use a third party to collect the outstanding amount with all costs borne by the Purchaser.

6.0 Delivery

6.1 The Company shall not be liable to the Purchaser or be deemed to be in breach of contract by reasons of any delay in delivery or delay in or failure to perform any of the Company’s obligations if the delay or failure was due to any cause beyond the Company’s reasonable control.

6.2 Delivery dates and times are estimates only and the time of delivery shall not be of the essence of the contract. The Company shall not in any event be liable to compensate the Purchaser in damages or otherwise for any non-delivery or late delivery of Goods or for any loss consequential or otherwise arising therefrom.

7.0 Risk and Passing of Property

7.1 The Goods are at the entire risk of the Purchaser from the time the Company notifies it that they are available for collection or in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Purchaser wrongfully fails to take delivery of the Goods, the time when the Company tenders delivery of the Goods. Notwithstanding delivery and the passing of risk in the Goods, the property in the Goods shall not pass to the Purchaser until the Company receives payment in full of the price of the Goods and all other sums then due from the Purchaser.

7.2 Until such time as the property in the Goods passes the Purchaser shall hold them as the Company’s fiduciary agent and bailee, and shall keep them separate from others and properly stored, insured and identified as the Company’s property. The Purchaser shall be entitled, however, to resell or use the Goods in the ordinary course of its business but shall hold as the Company’s fiduciary agent and bailee, and account to the Company for, the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds and shall keep all such proceeds separate from any other monies or property and identified as the Company’s property.

7.3 Until such time as the property in the Goods passes (and provided they have not been resold), the Company shall be entitled at any time to require the Purchaser to deliver up the Goods to the Company and, if the Purchaser fails to do so forthwith, to enter upon any premises where the Goods are stored and repossess them. The Purchaser shall not be entitled to pledge or in any way encumber any of the Goods which remain the Company’s property.

8.0 Insolvency of Purchaser

8.1 In the event of insolvency or administration of the Purchaser the directors partners and shareholders shall be jointly and severally held personally liable to reimburse the Company.

9.0 Indemnity

9.1 The Company shall not be responsible for any consequential loss of any description incurred by the Purchaser (or a third party) as a result of any failure or fault in the Goods or for any damages or personal injuries or other losses, however caused directly or indirectly by the Goods.