PROPATANICS LIMITED
Terms and conditions for the supply of horticultural plants and consultancy services
Business-to-business terms | Effective from 1st September 2026
CONTENTS
1. Definitions and basis of contract
2. Orders, price and payment
3. Plants: specification and availability
4. Delivery, risk and title
5. Inspection, claims and plant care
6. Plant health and biosecurity
7. Consultancy services
8. Introductions, commissions and third parties
9. Genetics, IP and confidentiality
10. Liability
11. Suspension, termination and force majeure
12. General and governing law
1. DEFINITIONS AND BASIS OF CONTRACT
1.1 In these Conditions: “Business Day” means a day other than a Saturday, Sunday or public holiday in England; “Consultancy Services” means any horticultural, technical, commercial, procurement, sourcing, production, crop-planning, propagation, plant-selection, product-development, breeding/genetics, supply-chain, business-development or related advisory services supplied by Propatanics Limited; “Contract” means the contract between the Seller and the Customer for Plants and/or Consultancy Services; “Customer” means the business purchasing them; “Deliverables” means any report, plan, specification, analysis, presentation, data or other work product supplied as part of Consultancy Services; “Order” means the Customer’s order or request; “Plants” means live horticultural plant material and associated pots, labels, packaging or supports; “Seller” means Propatanics Limited, company number 17368168, registered office Centenary House Peninsula Park, Rydon Lane, Exeter, United Kingdom, EX2 7XE; and “Specification” means any written plant specification, proposal, quotation, scope or statement of work agreed by the Seller.
1.2 These Conditions apply to every Contract and exclude any terms which the Customer seeks to impose or incorporate, including purchase-order or procurement terms, unless expressly agreed in writing by the Seller.
1.3 An Order is an offer by the Customer. A Contract arises only when the Seller accepts the Order in writing, accepts a relevant proposal or scope, or starts performance. Quotations are invitations to treat only and, unless stated otherwise, may be withdrawn or amended before acceptance.
1.4 The Customer is responsible for ensuring that its Order and requirements are complete and accurate. Catalogues, photographs, samples, website descriptions and promotional material are illustrative only unless expressly incorporated into the Contract.
2. ORDERS, PRICE AND PAYMENT
2.1 An accepted Order may not be cancelled or materially varied without the Seller’s written consent. If consent is given, the Customer shall pay the Seller’s reasonable costs and losses, including growing or sourcing commitments, labour, labels, packaging, transport, third-party costs, work already undertaken and non-cancellable expenses. Where Plants or Services have been specifically committed to the Customer and cannot reasonably be redeployed, the Seller may require payment of the full relevant price or fee.
2.2 Prices and Consultancy Service fees are those stated in the Order confirmation, quotation, proposal or statement of work. Unless stated otherwise they exclude VAT, carriage, special packaging, returnable equipment, travel, accommodation, testing, specialist third-party charges and other agreed or reasonably necessary external costs.
2.3 Unless otherwise agreed, invoices are payable within 30 days of invoice date in cleared funds and without set-off, counterclaim, deduction or withholding except as required by law. The Seller may require deposits, advance payment or staged payments and may withdraw or reduce credit terms where reasonably justified.
2.4 If payment is late, the Seller may charge interest, compensation and recovery costs available under the Late Payment of Commercial Debts (Interest) Act 1998, suspend supplies or Services, cancel outstanding Orders and require advance payment for future work. A dispute about part of an invoice does not permit withholding the undisputed balance.
3. PLANTS: SPECIFICATION AND AVAILABILITY
3.1 The Customer acknowledges that Plants are living products. Their size, height, spread, maturity, foliage, flowering, colour, rooting and appearance may vary with season, weather, growing conditions, propagation method, pruning, dormancy and normal biological variation. Unless a precise Specification has been expressly agreed, dimensions, grades, photographs and descriptions are approximate and reasonable commercial horticultural tolerances apply.
3.2 Deciduous or herbaceous Plants may be supplied dormant or with little visible top growth; flowering is not guaranteed at delivery unless agreed. Minor cosmetic imperfections, pruning marks, normal leaf loss and variation which do not materially impair commercial viability are not defects.
3.3 All Plant Orders are subject to crop availability. If supply is affected by crop failure, weather, pest or disease, propagation failure, plant-health restrictions, supplier failure or other circumstances outside the Seller’s reasonable control, the Seller may reduce quantities, delay supply, source from another grower, offer a reasonable substitute or cancel the affected item. The Seller will notify the Customer of a material substitution where reasonably practicable; if the Customer reasonably declines it, the Customer’s remedy is cancellation of that item and repayment of any price already paid for it.
4. DELIVERY, RISK AND TITLE
4.1 Unless otherwise agreed, the Seller will arrange delivery through an independent third-party haulier. Delivery dates and times are estimates unless expressly agreed to be binding. The Seller is not liable for reasonable delay caused by hauliers, traffic, weather, mechanical failure, border or regulatory disruption, or other matters outside its reasonable control. Orders may be delivered in instalments and invoiced separately.
4.2 The Customer shall provide accurate delivery information, safe and suitable vehicle access and prompt unloading, and must disclose access restrictions in advance. Additional waiting, storage, return or redelivery costs caused by the Customer may be charged to it. Drivers are not required to enter or unload in conditions they reasonably consider unsafe.
4.3 Delivery is completed when the Plants are unloaded at the Delivery Location or, where the Customer unloads, when they are made available for unloading. Risk passes at that point.
4.4 Title to Plants does not pass until the Seller has received payment in full for them. Until then the Customer shall take reasonable care of and, where practicable, keep them identifiable, and shall not pledge or charge them. The Customer may resell Plants in the ordinary course of business, in which case title passes immediately before resale. If the Customer becomes insolvent or its right to possession otherwise ends, the Seller may require identifiable unpaid Plants still in the Customer’s possession to be made available for collection, to the extent permitted by law.
5. INSPECTION, CLAIMS AND PLANT CARE
5.1 The Customer must inspect Plants promptly on delivery and, where reasonably possible, note visible transit damage, shortages or obvious discrepancies on the haulier’s delivery documentation. Any claim for an obvious shortage, incorrect item, visible damage or other defect reasonably discoverable on delivery must be notified to the Seller in writing within 48 hours, with reasonable details and photographs where appropriate.
5.2 A latent defect must be notified promptly after discovery. The Customer shall preserve affected Plants and packaging for a reasonable period and allow inspection if requested, and shall not dispose of, return, materially alter or treat them before giving the Seller a reasonable opportunity to investigate, except where immediate action is reasonably required for plant-health or biosecurity reasons.
5.3 Where the Seller accepts that Plants materially failed to comply with the Contract when risk passed, it may at its option replace them, supply an agreed substitute, issue a credit, refund the affected price or agree a reasonable price reduction. Where only part of a consignment is affected, the Customer may not reject unaffected Plants unless the defect materially compromises the consignment as a whole.
5.4 After risk passes, the Customer is responsible for appropriate unloading, watering, temperature, ventilation, storage, planting, growing media, irrigation, pest and disease management and other professional horticultural care. The Seller is not liable for deterioration, damage or death caused after delivery by inappropriate care, handling, environmental or site conditions, or treatment. Unless expressly agreed, establishment, subsequent growth, flowering, yield, overwintering and survival are not guaranteed.
7. CONSULTANCY SERVICES
7.1 The Seller shall provide Consultancy Services described in the relevant proposal, quotation, Order confirmation or statement of work with reasonable skill and care. Services may include horticultural and crop advice, propagation and production advice, plant selection and evaluation, breeding/genetics and trial work, nursery systems, procurement and sourcing, supplier identification, supply-chain planning, product development, commercial strategy, market/customer development, negotiations and project management.
7.2 Unless expressly agreed otherwise, completion dates are estimates and time is not of the essence. The Seller may use suitably qualified employees, consultants, specialists or subcontractors. The Customer shall provide timely, complete and accurate information, access, decisions and approvals; the Seller may rely on information supplied by the Customer or third parties unless verification is within the agreed scope.
7.3 Advice and Deliverables are based on the facts, assumptions and information reasonably available at the time. Horticultural and commercial outcomes depend on factors outside the Seller’s control, and the Seller does not guarantee propagation success, crop performance, yield, sales, profitability, market acceptance, supplier performance, regulatory approval, cost savings or any particular result. Forecasts and projections are estimates. The Customer remains responsible for its commercial decisions and for obtaining legal, tax, accounting, insurance or regulated professional advice where appropriate.
7.4 The Seller has no authority to bind the Customer, enter contracts in its name or incur expenditure on its behalf unless expressly authorised in writing. Commercial terms negotiated or proposed by the Seller remain subject to Customer approval unless such authority has been expressly granted.
8. INTRODUCTIONS, COMMISSIONS AND THIRD PARTIES
8.1 An “introduction” includes identifying or introducing a breeder, grower, propagator, laboratory, supplier, customer, distributor, retailer, licensee or other commercial contact, arranging contact or negotiations, or providing confidential information which materially enables a commercial relationship.
8.2 The Customer shall not knowingly circumvent the Seller for the purpose of avoiding an agreed commission, royalty, introduction fee, margin, success fee or other remuneration. Any such remuneration shall be calculated as stated in the relevant proposal, agreement or Order and remains payable in accordance with that arrangement. Unless otherwise stated, an agreed introduction-based fee applies to transactions substantially arising from the introduction and concluded during the Contract or within 24 months after it.
8.3 Where remuneration depends on the Customer’s transactions, the Customer shall keep accurate records and provide reasonable information needed to verify sums due. On reasonable notice the Seller may request supporting records not more than once in any 12-month period unless a material discrepancy is suspected. If an underpayment of more than 5% is identified, the Customer shall pay the shortfall and the Seller’s reasonable verification costs.
8.4 The Seller may recommend or introduce third-party growers, breeders, laboratories, suppliers or advisers and shall exercise reasonable skill and care in doing so, but does not guarantee their solvency, continued availability, quality, delivery, regulatory status or performance. Where the Customer contracts directly with a third party, that contract is between those parties and the Seller is not responsible for the third party’s breach or default unless it expressly assumes responsibility in writing.
9. GENETICS, INTELLECTUAL PROPERTY AND CONFIDENTIALITY
9.1 Each party retains ownership of intellectual property owned before the Contract or developed independently of it. The Seller retains its methodologies, templates, models, processes, databases, know-how, techniques and general expertise. Subject to full payment, the Customer receives a non-exclusive licence to use Deliverables produced specifically for it for its internal business purposes unless otherwise agreed.
9.2 No ownership or propagation right in plant varieties, breeders’ rights, variety rights, patents, proprietary genetics, breeding lines, selections, trial material or mother stock transfers merely because material is supplied, evaluated or discussed. The Customer shall comply with applicable licences, royalty obligations and propagation restrictions and shall not reproduce, multiply, transfer or exploit protected or confidential plant material except as authorised by the rights holder.
9.3 Where the Seller undertakes breeding, selection, screening, trialling or evaluation work, ownership of resulting selections, applications for protection, naming, commercialisation, propagation, territorial rights, royalties and disposal of material shall be governed by the relevant written project agreement. In the absence of such agreement, no transfer of ownership or propagation licence is implied.
9.4 Each party shall keep confidential the other’s non-public commercial, technical and financial information, including breeder/grower identities, pricing, margins, royalties, propagation methods, trial results, breeding information, unreleased varieties, supply arrangements and market intelligence, and shall use it only for the purposes of the Contract. Disclosure is permitted to personnel, professional advisers, insurers, financiers, subcontractors and group companies who need to know and are bound by confidentiality, or where required by law. These obligations continue for five years after termination; trade secrets and confidential genetic/breeding information remain protected while confidential in nature.
9.5 No exclusivity applies unless expressly agreed in writing. Subject to confidentiality, the Seller may work for other businesses in the horticultural industry, including competitors of the Customer.
10. LIABILITY
10.1 Nothing in these Conditions limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be limited or excluded.
10.2 Subject to clause 10.1, the Seller shall not be liable for loss of profit, revenue, sales, business, anticipated savings, contracts, goodwill or production, business interruption, wasted management time, or indirect or consequential loss.
10.3 Subject to clauses 10.1 and 10.2, the Seller’s aggregate liability arising from an Order for Plants shall not exceed 100% of the price payable for the Plants giving rise to the claim, and its aggregate liability arising from Consultancy Services shall not exceed 100% of the fees paid or payable for the Consultancy Services giving rise to the claim. Where both are involved, the applicable cap is determined by the part of the Contract giving rise to the claim.
10.4 The Seller is not liable for losses caused by inaccurate or incomplete information supplied by the Customer, use of advice outside its agreed purpose, failure to follow material assumptions or qualifications, or the Customer’s own implementation decisions. These limitations apply only to the extent permitted by law and subject to any applicable statutory reasonableness requirement.
11. SUSPENSION, TERMINATION AND FORCE MAJEURE
11.1 The Seller may suspend performance, withdraw credit or cancel undelivered Orders if the Customer fails to pay when due, materially breaches the Contract, fails to provide necessary cooperation, exceeds an agreed credit limit or suffers a material deterioration in creditworthiness. Either party may terminate for material breach which, if capable of remedy, is not remedied within a reasonable period after written notice. The Seller may terminate immediately on the Customer’s insolvency, administration, liquidation, cessation of business or equivalent event.
11.2 On termination, all accrued sums remain due. The Customer shall also pay for completed Consultancy Services, reasonable work in progress, committed third-party costs and non-cancellable expenses. Rights concerning confidentiality, intellectual property, accrued commission/royalties, liability and payment survive as necessary to give them effect.
11.3 The Seller is not in breach and is not liable for delay or failure caused by events outside its reasonable control, including extreme weather, crop failure, pest or disease, plant-health restrictions, government action, fire, flood, utility or labour shortage, industrial dispute, transport or border disruption, war, epidemic/pandemic, or supplier/subcontractor failure caused by such events. If the event materially prevents performance for more than 60 days, either party may cancel the affected unperformed part without liability for that cancellation.
12. GENERAL AND GOVERNING LAW
12.1 The Seller may subcontract its obligations. The Customer may not assign a Contract without the Seller’s prior written consent. Nothing creates a partnership, joint venture, employment or agency relationship except to the extent expressly agreed.
12.2 The Contract is the entire agreement concerning its subject matter. No variation is effective unless agreed in writing. A failure to exercise a right is not a waiver. If a provision is invalid or unenforceable it shall be modified to the minimum extent necessary, or deleted if modification is impossible, without affecting the remainder. No third party has rights under the Contracts (Rights of Third Parties) Act 1999 unless expressly stated.
12.3 Formal notices shall be in writing and delivered by hand, pre-paid next-working-day service or email to the address customarily used for contractual communications. This provision does not apply to service of legal proceedings.
12.4 Each Contract and any non-contractual dispute or claim arising from it is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
Company number
17368168
Registered office
Centenary House Peninsula Park, Rydon Lane, Exeter, United Kingdom, EX2 7XE
Email / telephone
Website