1. Interpretation

1.1 Definitions:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.4.

Contract: the contract between Simply Flower and the Customer for the hire of the goods and/or services in accordance with these Conditions.

Customer: the person or firm who hires the goods and/or services from Simply Flower.

Force Majeure Event: an event or circumstance beyond a party's reasonable control.

Goods: the goods (or any part of them) and/or services set out in the Order with the addition of packaging where necessary.

Order: the Customer's order for the Goods, as set out in the Customer's purchase order form, the Customer's written acceptance of Simply Flower’s quotation, or overleaf, as the case may be.

Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing and other correspondence between the Customer and Simply Flower.

Simply Flower: a trading name registered in England and Wales with company number 6500382.

1.2 Interpretation:

(a)  a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(b) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(c) a reference to writing or written includes emails.

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2. Basis of contract

2.1  These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to hire the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

2.3 The Order shall only be deemed to be accepted when the Client agrees in writing via email (in the case of existing trade customers only) or receipt for deposit payment is issued, at which point the Contract shall come into existence.

2.4 Any samples, drawings, descriptive matter or advertising produced by Simply Flower and any descriptions or illustrations provided by Simply Flower are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.5 A quotation for the Goods given by Simply Flower shall not constitute an offer. A quotation shall only be valid for a period of 7 Business Days from its date of issue.

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3. Goods

3.1 The Specification of the Goods shall be construed by reference to correspondence between Simply Flower and the customer.

3.2 The Customer shall indemnify Simply Flower against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Simply Flower in connection with any claim made against Simply Flower for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Simply Flower’s use of the Specification. This clause 3.2 shall survive termination of the Contract.

3.3 Simply Flower reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.

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4. Delivery

4.1 Simply Flower shall make available if required that:

(a) each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

(b) if Simply Flower requires the Customer to return any packaging materials to Simply Flower, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as Simply Flower shall reasonably request. Returns of packaging materials shall be at Simply Flower’s expense.

4.2 Simply Flower shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Simply Flower notifies the Customer that the Goods are ready.

4.3 Delivery is completed on the completion of unloading the Goods at the Delivery Location.

4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Simply Flower will make every endeavour to deliver and collect the hire furniture at the time indicated by the customer, but shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Simply Flower with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 If Simply Flower fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in 2 obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Simply Flower shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide Simply Flower with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6 If Simply Flower delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them

4.7 Simply Flower may deliver the Goods by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.8 It is the customer’s responsibility to ensure adequate and safe access is provided for delivery, collection, installation and de rig of hired goods, and then ensure that such goods are available for both collection at the appointed time. Should adequate and safe access not be provided we reserve the right to withdrawal our services. No refunds will be given and/or payment in full will be required. It is the duty of the Customer to provide a duly authorised representative at the site to accept the Hired Goods and to give a written receipt of their safe delivery and shall be precluded from disputing delivery of the Goods condition and the Customer will be deemed to have accepted the delivery and these conditions.

4.9 It is the duty of the Customer to provide at the site of hire a duly authorised representative to sign a written confirmation of the items returned to the company on termination of hire. If the Customer fails to provide for this the Customer will be not permitted to dispute subsequently the number of and/or condition of the goods returned to/collected by the Company on termination of hire.

4.10 It is the Customer’s responsibility to inform the company of a suitable parking area for deliveries and collections in order to minimise the risk of parking penalties being issued. In this event – penalty notice costs will be passed to the Customer.

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5. Quality

5.1 Simply Flower warrants that on delivery, the Goods shall:

(a) conform in all material respects with their description and any applicable Specification; and

(b) be free from material defects in design, material and workmanship; and

(c) be of satisfactory quality; and

(d) be fit for any purpose held out by Simply Flower.

5.2 Subject to clause 5.3, if:

(a) the Customer gives notice in writing to Simply Flower on delivery or within a reasonable time of discovery that some or all of the Goods do not comply with the condition set out in clause 5.1;

(b) Simply Flower is given a reasonable opportunity of examining such Goods; and

Simply Flower shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3 Simply Flower shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;

(b) the defect arises because the Customer failed to follow Simply Flower’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

(c) the defect arises as a result of Simply Flower following any drawing, design or Specification supplied by the Customer;

(d) the Customer alters or repairs such Goods without the written consent of Simply Flower;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4

Except as provided in this clause 5, Simply Flower shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.

5.5 These Conditions shall apply to any repaired or replacement Goods supplied by Simply Flower.

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6. Title and risk

6.1 The risk in the Goods shall pass to the Customer on delivery of the hired goods and until completion of delivery post hire.

6.2 Title to the Goods shall remain those of Simply Flower with the exception of fresh cut flower.

 

7. Price and payment

7.1 The price of the Goods shall be the price set out in the latest version of the Order (see order version or revision suffix v or rev respectively). If no price is quoted, the price as set out according to Simply Flower’s schedule of rates shall be deemed to apply.

7.2 Simply Flower may, by giving notice to the Customer at any time up to 2 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond Simply Flower’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

(c) any delay caused by any instructions of the Customer or failure of the Customer to give Simply Flower adequate or accurate information or instructions.

7.3The price of the Goods:

(a) Amounts in respect of value added tax (VAT), which the Customer shall be liable to pay to Simply Flower are stated on the order at the prevailing rate which are subject to change.

(b) excludes the costs and charges for transport of the Goods, which shall be invoiced to the Customer.

7.4 Simply Flower may invoice the Customer for the Goods on or at any time.

7.5 The Customer shall pay the invoice in full and in cleared funds at anytime until 14 days before the event date at which point the payment remains owing and becomes overdue. Payment shall be made to the bank account nominated in writing by Simply Flower. Time for payment is of the essence.

7.6 If the Customer fails to make any payment due to Simply Flower under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

7.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Simply Flower may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Simply Flower to the Customer.

7.8 Simply Flower shall, at its option, repair or replace defective Goods, or refund the price of any defective Goods in full.

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8. Termination

8.1 Without limiting its other rights or remedies, Simply Flower may terminate this Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 3 days of that party being notified in writing to do so;

(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the Customer's financial position deteriorates to such an extent that in Simply Flower’s opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

8.2 Without limiting its other rights or remedies, Simply Flower may suspend provision of the Goods under the Contract or any other contract between the Customer and Simply Flower if the Customer becomes subject to any of the events listed in clause 8.1(a) to clause 8.1(d), or Simply Flower reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

8.3 Without limiting its other rights or remedies, Simply Flower may terminate the Contract with immediate effect if the Customer fails to pay any amount due under the Contract on the due date for payment.

8.4 On termination of the Contract for any reason the Customer shall immediately pay to Simply Flower all of Simply Flower’s outstanding unpaid invoices and interest.

8.5 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.

8.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

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9. Limitation of liability

9.1 Nothing in these Conditions shall limit or exclude Simply Flower‘s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

(b) fraud or fraudulent misrepresentation;

(c) defective products under the Consumer Protection Act 1987; or

(d) any matter in respect of which it would be unlawful for Simply Flower to exclude or restrict liability.

9.2 Subject to clause 9.1:

(a) Simply Flower shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any direct loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

(b) Simply Flower‘s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 50% of the price of the Goods.

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10. Force majeure

Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 1 week, then either party may terminate this Contract by giving 7 days written notice to the other party. Payment terms will still prevail in accordance with cancellation clause 12.1

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11. General

11.1 Assignment and other dealings.

(a) Simply Flower may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Simply Flower.

11.2 Confidentiality..

(a) Each party undertakes that it shall not at any time during this agreement, and for a period of 1 year after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 11.2(b). For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

(b) Each party may disclose the other party's confidential information:

(i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 11.2; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority

(c) No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

(d) Please note Simply Flower do take photos and videos to be used for marketing purposes such as website content, social media content and case studies (If this does create an issue, please bring this to our attention on confirmation of the hire..

11.3 Entire agreement.

(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

11.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

11.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

11.7Notices:

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or fax or email.

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.7(a); if sent by prepaid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

11.8 Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.

11.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

11.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.

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12. General

12.1 Cancellation of any event or part thereof, within the following proximity prior to the delivery date will incur percentage cancellation fees of the invoice value as detailed below:

Between 6 & 24 months before the first day of the event - 10% or the value of the deposit (whichever is greater)

Less than 6 months & more than 28 days before the first day of the event - 50%

Less than 28 days and more than 14 days before the first day of the event - 75%

Less than 14 days before the first day of the event - 100%

No notice of cancellation given - 100%