Your guide to our policies and guidelines

WESTFLOR TERMS AND CONDITIONS FOR THE SALE OF GOODS

Please read these terms and conditions (“Terms and Conditions”) set out below carefully before ordering or buying any Goods from us. By ordering or buying any Goods from us you agree to be bound by these Terms and Conditions.

1. DEFINITIONS

We are: W.F. WESTFLOR (UK) LIMITED (Company

“Seller” “We” ”Our” “Us” registration no. 02435241)

Our “Address” is: Cattlegate Rd, Enfield, GB, EN2 9DL “Warehouse” “Cash & Carry”

We can be contacted:

By phone: 020 8366 6336 By email: orders@westflor.co.uk Our Website is: www.westflor.co.uk the “Website” “Webshop”

You are: A customer who has opened an account with us and/or purchase goods from us. Whether in person at our cash and carry premises, via our website, or over the phone, or via any method (email, WhatsApp, etc.).

“Conditions” The terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the seller.

“Goods” “Products” “Items” The product (including any instalments and/or service(s)) which the buyer agrees to buy from the seller.

“Price” The price for the goods, excluding VAT and any carriage, packaging, and insurance costs.

2. GENERAL CONDITIONS

2.1. These conditions shall form the basis of the contract between the seller and the buyer in relation to the sale of Goods. To the exclusion of all other terms and conditions that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport and apply under any document(s).

2.2. All Ordering of Goods via any method, Buying, or accepting delivery of any Goods shall be deemed as conclusive evidence of the buyer’s acceptance of these conditions.

2.3. These conditions may not be varied except by the written agreement of David Kingham.

2.4. These conditions represent the whole of the agreement between the seller and the buyer. They supersede any other conditions previously issued.

3. BEFORE ORDERING

3.1. Online registration is essential to open an account with us. Registration must be completed and approved before any order can be placed. Only customers who have an approved account with us may purchase through our website.

3.2. If you are a Floristry Student & wish to purchase from our cash and carry, it will be necessary for you prove your student status. Students being non-account Buyers are still bound by these Terms and Conditions.

4. ORDERING

4.1. You may place an order either online via our Website, in person at our Westflor Warehouse, or via telephone (on occasion, we may also offer some account customers the option of placing orders via, email, WhatsApp, etc.).

4.2. When ordering from our Website you will be provided with a username and password. You must ensure that you keep these details secure and do not provide this information to a third party.

4.3. We will take all reasonable care, within our power, to keep the details of your account, orders and payment secure, but in the absence of negligence on our part we cannot be held liable for any loss you may suffer if a third party obtains unauthorised access to any data you provide when accessing or ordering from the Website.

4.4. When buying through our website the Buyer confirms the purchase of each product through adding them to their cart, this action confirms the Buyer is responsible for full payment of those Goods and that order, with the exception of quality issues.

4.5. Any order that you place with us are subject to product availability. No sale of the Goods shall be considered contractually binding on the Seller until the buyer receives: (a) order confirmations via email (and as shown in your account dashboard on our website) (b) delivery of the Goods; or (c) the Seller’s invoice, whichever is earliest. When you place your order online you will receive an automated email verification. This does not automatically guarantee that we will be able to meet the exact requirements of your order. On rare occasions, due to the nature of the Goods and the way in which the wholesale flower market operates, the flowers which you ordered may not be available despite our best efforts. In these circumstances we will use our expertise to substitute the flowers you have ordered with suitable alternatives and do our very best to contact you regarding this. The scope of allowable substitutions is limited to:

4.5.1. variations in the length of stems of ordered flowers/plants; and

4.5.2. variations in the colour of ordered flowers/plants

4.6. The Goods available to purchase through the Website are constantly updated reflecting the availability and nature of the Goods.

4.7. Any contract for the supply of Goods from this Website is between you and us. You agree to take particular care when providing us with your details and warrant that these details are accurate and complete at the time of ordering. You also guarantee that the credit or debit card details that you provide are your own credit or debit card and that you have sufficient funds to make the payment.

5. PRICES

5.1. When Buying and/or ordering from London or Holland Stock the price for the Goods will be the price stated either (a) at the online checkout via the Website (b) the price quoted to you on the telephone for telephone orders, via email for email

orders, etc. (only applicable for current available stock) (c) on the invoice given to you.

5.2. When Buying and/or ordering from Pre-order stock on our website or for advanced orders via any method, any price given will be an estimate and should be used as a guide. The price the Buyer agrees to pay will be shown; (a) in the Buyers account dashboard on our Website. (b) on the invoice given to you.

5.3. VAT is payable on all purchases.

5.4. Delivery charges will be added to your order in accordance with our current delivery charges which are detailed on our website. Where minimum order values are not reached (applicable for delivery orders in accordance with our current minimum order values which are detailed on our website) the overall order value will (a) include an additional charge as detailed on our website or (b) be increased to the minimum order value, whichever is the lower cost to you.

5.5. Please note that prices and availability of Goods frequently change without notice due to the nature of the natural products sold and the wholesale flower market.

6. PAYMENT

6.1. Payments must be made in line with the credit terms that we have agreed with you. Unless otherwise agreed in writing by the Company, payment of each invoice is made on day of purchase.

6.2. The Seller may change the credit terms offered to the buyer at any time. The Seller is not liable for any consequences that this change may cause.

6.3. If the Buyer is overdue with any payment to the Company, then the Company may suspend the collection or delivery of any other order.

6.4. Website Buying will be unavailable when outstanding invoices and Payments are due. Payment can be easily made online allowing the buyer instant access to Buying online once more, payments made this way are usually processed within minutes.

6.5. When Buying at our Warehouse you must pay for your Goods by major debit or credit card or cash, we may also accept bank transfer. We reserve the right to refuse payments by bank transfer without reason.

6.6. The Company reserves the right to charge interest on overdue accounts at the current Bank of England base rate plus 8% daily, to run from the due date of the invoice until the date of payment in full, whether before or after judgement. The Buyer shall pay the interest together with the overdue amount. The Company reserves the right to charge compensation of £40 per invoice on any invoice that remains unpaid after the due date has past.

6.7. The Buyer shall also reimburse the Company all expenses incurred in the collection of such overdue sums. If third parties are instructed to collect overdue payments, the Buyer is liable to pay the Seller for any court and/or out-of-court costs involved, and such sums will fall due immediately.

7. DELIVERY & INSPECTION

7.1. For orders where we have agreed to deliver the Goods to you, Goods will be delivered to the delivery address nominated by you and shown in your client settings on the website.

7.2. We will make every effort to deliver within the time stated however we will not be liable for any loss caused to you by late delivery.

7.3. Delivery periods quoted at the time of ordering are approximate and may vary. Please refer to our Website for further information regarding delivery times.

7.4. No refunds of the delivery charge are made for late deliveries.

7.5. Should the Seller not be able to complete (part of) an order, they will inform the Buyer as soon as possible and/or make substitutions as per 4.5.1 and 4.5.2 If the Seller is not able to deliver the ordered quantity, they may deliver a smaller quantity or postpone the delivery and/or, make substitutions or by mutual agreement with the Buyer, deliver other products that are similar or of the same value.

7.6. Incomplete orders must be notified to the Seller as soon as possible, but at the latest within 24 hours of receipt. We will either arrange for the missing items to be delivered to you at no extra cost or refund you the original cost of the missing items.

7.7. All risk of the Goods shall pass to you upon delivery.

7.8. Complaints of products whether delivered or collected must be notified to the Seller as soon as possible, but at the latest within 24 hours of receipt. We will either arrange for the poor-quality items to be replaced at no extra cost or refund you the original cost of the poor-quality items.

7.9. In case of a complaint, the Buyer is required to state: (a) a detailed and accurate description of the defect(s) including photos; and (b) a statement of any other facts from which it can be inferred that the products delivered, and the products rejected by the Buyer are one and the same.

7.10. The Buyer is to enable the Seller to investigate the quality of the product(s) and complaint(s) including the collection by us (when an order is delivered) or return to (when collected from our warehouse). The products must be stored in the original packaging when returned/collected to the Seller.

7.11. Complaints in respect of a part of the products delivered will not entitle the Buyer to reject the entire delivery.

7.12. Once the time limits referred to above have elapsed, the Buyer will be deemed to have accepted the products and the Seller will no longer be obliged to handle any claims submitted by the Buyer.

8. PACKAGING

8.1. The products will be packaged in the manner that is customary in the flower and plant wholesale trade and in a way determined by the Seller in accordance with sound business practice, unless otherwise agreed in writing.

8.2. If the products are delivered in Reusable Packaging (included but not limited to: crates, buckets (tops and bottoms), plant trays cardboard boxes, covers, etc.) a deposit of £5 per item is chargeable and refunded upon return. The Buyer shall return and/or make available for collection on next delivery, identical packaging materials to the Seller within a week of delivery.

8.3. If returnable reusable packaging are not returned on time, or within a reasonable time set by the Seller, the Seller reserves the right to (a) charge the costs thereof to the Buyer and (b) recover from the Buyer any further loss incurred by the Seller in connection herewith, such as extra rental costs.

8.4. The Buyer shall reimburse the Seller for the repair or replacement costs of reusable and/or durable packaging that is damaged or lost.

8.5. In the event of a dispute between the Seller and the Buyer regarding outstanding quantities of transport material the administrative records of the Seller shall prevail.

9. FORCE MAJEURE

9.1. In the event of force majeure, the Seller may fully or partly rescind the agreement or postpone delivery for the duration of the force majeure.

9.2. ‘Force majeure’ includes, but is not limited to, circumstances such as civil commotion, war, strikes, natural disasters, epidemics, terrorism, weather conditions, traffic conditions such as roadblocks, road work or traffic jams, fire, government measures, these circumstances may not only relate to the Seller but execution of the agreement by enlisted third parties such as a supplier of the Seller or a haulier.

10. GOVERNING LAW AND JURISDICTION

10.1. These Conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England and Wales.

10.2. Each party irrevocably agrees that any dispute, controversy, proceedings or claim between the Parties relating to these Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the exclusive jurisdiction of the courts of England and Wales.