Terms & Conditions

"The Buyer" means the person, partnership, firm or company which places the order with the Seller. "The Goods" means the article, things or items described in the order.

"The Order" means the order placed by the Buyer for the supply of the Goods.

“The Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with clause 1.2.

“The Contract” means the contract between the Seller and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.

“Force Majeure Event” has the meaning given in clause 14.

“The Manufacturer” means the person, firm, or company who manufactured the Goods supplied by the Seller under the Contract. “The Website” means the website operated by the Seller.

1.2. The Seller reserves the right to change these terms and conditions from time to time without notice to the Buyer and the changes will take place on the day they are posted. Any such changes will be posted on the Seller’s website.

2.1. The Seller is a trade only supplier and requires evidence of business trading before supplying any potential Buyer. The Buyer must provide documentary proof (eg Commercial property lease, Vat Certificate, Business invoices, etc.), as well as completing the trade application, which can be found on the Seller’s website www.bloomsbysamuelbaker.com
2.2. The Seller reserves the right to reject any application it considers is not from a ‘bona fide’ trade Buyer.
2.3. The Seller reserves the right to cancel trade accounts without notice.
2.4. The Seller reserves the right to change prices without notice.

3.1. These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.2. The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer shall ensure that the terms of the Order submitted by the Buyer are complete and accurate.
3.3. The Order shall only be deemed to be accepted when the Seller accepts the Order, at which point the Contract shall come into existence.
3.4. The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract.
3.5. Any samples, drawings, descriptive matter, or advertising issued by the Seller and any descriptions or illustrations contained in the catalogues or the Website of the Seller are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

4.1. Subject to clause 3.5, the Goods are as:-
(a) described by the Seller in any catalogue of the Seller; or
(b) described on the Website; or
(c) inspected by the Buyer at the Seller’s premises; or
(d) described orally by the Seller at the request of the Buyer.
4.2. In the event of errors regarding price or description, the Seller will notify the Buyer as soon as possible and provide the Buyer with the option to either proceed with a revised Order at the correct price/description, or to cancel the Order. In these circumstances the Seller’s liability shall be limited to providing a full refund of monies paid.
4.3. In purchasing Goods from the Seller on these Conditions, the Buyer is deemed to acknowledge that it does not rely upon the skill or judgement of the Seller or of its employees or agents as to matters connected with the Goods.
4.4. The Seller may occasionally alter or slightly change the design and ingredients of items. It cannot accept these as faults. The Seller reserves the right to change specifications without prior notice.

5.1. All new Buyers are required to pay pro-forma by either, debit/credit card or BACS. 30 day payment term subject to Trade references thereafter. The Seller accepts all the major credit and debit cards except American Express.
5.2. The price of the Goods shall be the price set out in the Order or in the Seller’s written acceptance of the Order, or, if no price is quoted, the price as previously notified to the Buyer.
5.4. The price of the Goods is exclusive of amounts in respect of value added tax (VAT).
5.5. The Buyer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Buyer shall not be entitled to assert any credit, set-off or counterclaim against the Seller in order to justify withholding payment of any such amount in whole or in part. The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.

6.1. The Seller’s minimum invoice value for delivery in UK and Ireland (apart from the Scottish Highlands some areas of Ireland and Northern Ireland) is £250.00, carriage is charged at £15.00+ vat. Orders to the value of £400.00 + vat carriage paid. Excluded areas may require a minimum invoiced value of £1500 + vat.
6.2. Deliveries are made by third party couriers and may be packed in parcels or pallets depending on the volume of orders.

7.1. The Buyer must inspect the condition of the Goods immediately upon receipt and report in writing within 48 hours (including Saturday and Sunday) from such inspection, any damaged Goods or discrepancies in Goods via email. If the Buyer fails to give such notice the condition of the said Goods shall be deemed to be in all respects in accordance with the Contract and the Buyer shall be bound to accept and pay for the same accordingly. The Buyer must keep the packaging intact when unwrapping the Goods. This is essential in preventing the Goods being damaged on return. Under no circumstances can the Seller accept returns that do not have their original packaging.
7.2 The Seller will not accept items returned for credit (except for manufacturing faults) when the Buyer has used a third party carrier to collect or deliver goods. It is recommended that the Buyer ensures any transport companies, collecting or delivering on the Buyer’s behalf, have the necessary insurance in place.
7.3. Goods are not accepted by the Seller for return from the Buyer without the prior consent of the Seller.
7.4. All delivery notes must be signed and name printed by the Buyer and the courier delivering the order. In the event that the quantity of Goods delivered falls short or exceeds the quantity specified on the consignment, the actual quantity delivered shall be recorded on the delivery note and countersigned by the Buyer and the driver delivering the Goods, who shall also record the quantity delivered on both copies.
7.5. All items to be returned must be packaged in original packaging (save for Goods with manufacturing faults).
7.6. All returned Goods are subjected to a full Quality Control inspection before any decision regarding refund is made. The Seller has the final say on whether an item is defective or not. The value of the refund issued to the Buyer is at the Seller’s discretion and each case will be considered on its own merit. When the decision to refund has been made a Credit Note will be issued on the Buyer’s BLOOMS BY SAMUEL BAKER trade account.

8.1. Contracts are not subject to cancellation without the Seller’s written consent. Where cancellation is accepted, the Seller shall in addition to any express terms of cancellation be entitled to reimbursement of any costs incurred by the Seller in connection with the contract.
8.2. All Orders must be cancelled in writing via email. Orders can only be cancelled prior to dispatch. Once the Goods have left the Seller, the full delivery and returns costs will be incurred in the event the Seller accepts a late cancellation.
8.3. The Buyer will be charged £20.00 minimum or 20% for any items returned to stock at the Buyer’s request.
8.4. The Seller may terminate the Contract if the Seller is unable to fulfil the Order. In the event of such termination, the liability of the Seller shall be limited to refunding any payments made by the Buyer pursuant to the Contract.

(a) The Seller does not permit any Buyer/Retailer to advertise or promote any BLOOMS BY SAMUEL BAKER products on eBay, Amazon, Etsy or other Multi Retailer selling websites, with the exception of (including but not limited to) Trouva and Not on the Highstreet.
(c) The Buyer must not stimulate the sale of the Seller’s products in a manner that may damage the image or reputation of BLOOMS BY SAMUEL BAKER.
(c) Any action taken by the Buyer which may negatively impact on the reputation or image of the Seller may result in the termination of the account.
10.1. The risk in the Goods shall pass to the Buyer on completion of delivery to the Buyer’s premises or such other premises notified by the Buyer at the time of Order.
10.2. Title to the Goods shall not pass to the Buyer until the Seller has received payment in full (in cash or cleared funds) for:
(a) the Goods; and
(b) any other goods that the Seller has supplied to the Buyer in respect of which payment has become due.

10.1. The risk in the Goods shall pass to the Buyer on completion of delivery to the Buyer’s premises or such other premises notified by the Buyer at the time of Order.
10.2. Title to the Goods shall not pass to the Buyer until the Seller has received payment in full (in cash or cleared funds) for:
(a) the Goods; and
(b) any other goods that the Seller has supplied to the Buyer in respect of which payment has become due.
10.3. Until title to the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as the bailee of the Seller;
(b) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the property of the Seller;
(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(e) notify the Seller immediately if it becomes subject to any of the events listed in clause 11; and
(f) give the Seller such information relating to the Goods as the Seller may require from time to time,
but the Buyer may sell the Goods in the ordinary course of its business.
10.4. If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in clause 11, or the Seller reasonably believes that any such event is about to happen and notifies the Buyer accordingly, then, provided that the Goods
have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Seller may have, the Seller may at any time require the Buyer to deliver up the Goods and, if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.

11.1. The Buyer warrants that it is not at the time of entering into this agreement insolvent, and knows of no circumstances which would entitle any creditor to appoint a receiver or administrator or to petition for winding-up or bankruptcy or to exercise any other rights over or against their assets.
11.2. If the Buyer becomes subject to any of the events listed in clause 11.3, or the Seller reasonably believes that the Buyer is about to become subject to any of them and notifies the Buyer accordingly, then, without limiting any other right or remedy available to the Seller, the Seller may cancel or suspend all further deliveries under the Contract or under any other contract between the Buyer and the Seller without incurring any liability to the Buyer, and all outstanding sums in respect of Goods delivered to the Buyer shall become immediately due.
11.3. For the purposes of clause 11.2, the relevant events are
(a) the Buyer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
(b) the Buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Buyer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;
(c) (being an individual) the Buyer is the subject of a bankruptcy petition or order;
(d) a creditor or encumbrancer of the Buyer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process
is not discharged within 14 days;
(e) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Buyer;
(f) (being a company) a floating charge holder over the assets of the Buyer has become entitled to appoint or has appointed an administrative receiver;
(g) a person becomes entitled to appoint a receiver over the assets of the Buyer or a receiver is appointed over the assets of the Buyer;
(h) any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.2 (inclusive)
(i) the Buyer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;
(j) the financial position of the Buyer deteriorates to such an extent that in the opinion of the Seller the capability of the Buyer to adequately fulfil its obligations under the Contract has been placed in jeopardy;
(k) (being an individual) the Buyer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
11.4. Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

12.1. Nothing in these Conditions shall limit or exclude the liability of the Seller 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) any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
12.2. Subject to clause 12.1:
(a) the Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) the total liability of the Seller to the Buyer 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 100% of the price of the Goods.
12.3. Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

13.1. Unless otherwise agreed in writing by the Seller, these conditions supersede any earlier conditions appearing in the Seller's catalogue or elsewhere and override any terms and conditions stipulated, incorporated or referred to by the Buyer, whether in the order or in any negotiations.
13.2. All guarantees, warranties or conditions (including any conditions as to quality or fitness for particular purpose) whether express or implied by statute, common law or otherwise are excluded and hereby negated (save where such exclusions are prohibited by the Unfair Contract Terms Act 1977).
13.3. All Drawings, photographs, illustrations, specifications, performance data, dimensions, weights and the like, whether contained in the contract or made by way of representation, have been provided by the Seller in the belief that they are as accurate as reasonably possible, but they do not constitute a description of the Goods, shall not be taken to be representations made by the Seller, and are not warranted to be accurate.
13.4. The Seller’s employees have no authority to make any representation, statement or report not contained in or incorporated into the quotation by the Seller and the Seller shall not be bound by any unauthorised representation, statement or report. If the Seller adopts any changes in construction, design or specification of its products, the Buyer shall accept the product so changed in fulfilment of the order. All Goods sold are intended for domestic use unless otherwise stated. The Seller cannot accept responsibility if used for contract/commercial purposes.
13.5. The Seller’s prices are calculated on the basis that these Conditions apply. Buyers requiring prices to be quoted on a different basis should inform the Seller.
13.6. These terms and conditions only apply to Buyers who deal directly with the Seller and not Buyers purchasing through agents or distributors.
13.7. A person who is not a party to the Contract shall not have any rights under or in connection with it.

14.1. Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological
contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

15.1. 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, recorded delivery or email.
15.2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 15.1; if sent by pre-paid first-class post or recorded delivery, at 9.00am on the second Business Day after posting; or, if sent by email, one Business Day after transmission.
15.3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

16.1. If any Court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
16.2. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

17.1. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. 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 preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

18.1. The Seller may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
18.2. The Buyer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Seller.

19.1. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non- contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

Using The Blooms By Samuel Baker site indicates that you have read and agreed to our terms and conditions. Placing an order through our site confirms that you have agreed to our Terms and Conditions.

You are responsible for making all arrangements necessary for you to have access to our site. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms, and that they comply with them.

Horticultural Ltd, Registered in England and Wales Number 10321099

Registered Address: The Garden Society, Allington Lane, Fair Oak, Eastleigh SO50 7DE

V.A.T. Number 252921020

If you have any comments about Blooms By Samuel Baker you can email us at press@bloomsbysamuelbaker.com