2. DEFINITIONS:
Company: The Good Gardening Company Ltd.
Contract: any contract for work carried out and/or the provision of Services by the Company to the Customer.
Customer: any person, firm or company who accepts a quotation of the Company for any Work carried out and/or provision of the Services or whose order Work to be carried out and/or Services is accepted by the Company.
Work carried out: any work to be undertaken by the Company under the Contract
Services: any services to be provided by the Company under the Contract.
Price: all charges, expenses, Labour, Materials and other sums due to be paid by the Customer to the Company in accordance with the Quotation.
Quotation: any offer by the Company for Work carried out and/or provision of Services to the Customer.
Terms: the terms and conditions set out in this document and any additional terms and conditions agreed in writing by the Company and the Customer.

3. ACCEPTANCE:
3.1 The Terms exclude all other terms and conditions including any implied by a course of dealing between the Company and the Customer and any terms or conditions which the Customer may purport to apply under any purchase order, order confirmation, authorisation for press or similar document. Any variation, alteration or amendment of the Terms is only effective if agreed in writing by a duly authorised representative of the Company. No other employee representative or agent has authority to vary, alter or amend the Terms in any way whatsoever.

4. PRICE:
4.1 The Price shall be payable by the Customer (less any deposit already paid). The Price may be increased by the Company at any time before completion or provision of the Services in the event of any changes in the specification required by the Customer or if there is any variation in the cost of materials, labour, transport or other overheads (including any variations in foreign exchange rates relevant to the Goods). The Customer will normally be advised in writing of any such increase in Price prior to Work carried out or provision of the Services.
4.2 Value Added Tax and any other taxes government charges or customs duties are not included in the Price and will be charged separately.
4.3 The costs of carriage, packing, loading and unloading and insurance are not included in the Price unless agreed in writing by the Company and the Customer.
4.4 Preliminary work carried out by the Company at the Customer's request, whether experimentally, or otherwise, is not included in the Price and will be charged to the Customer separately provided however that the Company shall prior to undertaking any such preparatory work, agree the cost of any such work with the Customer.
4.5 The Company reserves the right to charge the Customer for the storage of any materials used.

5. PAYMENT:
5.1 The Company may in its absolute discretion require the Customer to pay on demand further instalments of the Price by way of progress payments during the course of Work carried out/or provision of Services.
5.2 The Customer shall pay the Price or the balance of the Price then outstanding within 14 days of the date of the Company's invoice.
5.3 If the Customer fails to make any payment on the due date then without prejudice to any of the Company's other rights the Company shall have the right to be exercised solely at its discretion:-
5.3.1 to make a surcharge in respect of allowing credit to the Customer between the due date for payment and the date of payment at the rate of 5% above the minimum Base Rate for the time being of Barclays Bank Plc on the amount outstanding; and/or
5.3.2 to suspend or cancel Work carried out/or provision of the Services to the Customer; and/or
5.3.3 to appropriate any payment made by the Customer to such work carried out and/or Services (or Work carried out and/or Services supplied under any other contract with the Customer) as the Company may in its sole discretion think fit.
5.4 Any surcharge payable under Clause 5.3.1 shall be shown separately on the Company's invoice together with the terms (if any) upon which such surcharge or part of it shall cease to be payable.
5.5 In the event of cancellation of the Contract by the Customer for any reason whatsoever the Company shall cease to be bound to deliver the Work to be carried out and/or to provide the Services and any monies paid by the Customer under Clause 5.1 shall be automatically forfeited together with any accrued interest and the Company may further claim damages from the Customer for and the Customer shall indemnify the Company against any loss or damage whatever arising from such cancellation.
5.6 Any amount due by the Customer to the Company under the Contract should be payable in full with out set-off or deduction or counterclaim.

6. DELIVERY OF WORK CARRIED OUT OR SERVICES:
6.1 Any time or date given by the Company for Work carried out or service or for provision of all or some only of the Services is an estimate only and the Company shall not be liable for the consequences of any delay. Further, the Company shall be entitled to give a new time or date for completion or delivery of Services where the Customer changes its required specification for the Work carried out and/or Services.

7. MISCELLANEOUS:
7.1 These Conditions and all other express terms of the Contract shall be governed and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.
7.2 No waiver by The Good Gardening Company Ltd of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
7.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the provisions of these Conditions and the remainder of the provisions in questions shall not be affected.
7.4 The Good Gardening Company Ltd may assign the benefits of the Contract without the primary written consent of the Customer.