Terms and Conditions of Sale (the "Conditions")
In these Conditions "the Seller" means ForFarmers UK Limited; "the Buyer" means the person, firm or company purchasing the Goods; "the Goods" means the goods or materials which are the subject of the contract between the Seller and the Buyer and "the Contract" means the contract between the Buyer and Seller for the sale and purchase of the Goods.
1. ACCEPTANCE OF ORDER
(i) No order will result in a binding contract between the Seller and the Buyer unless and until accepted by the Seller. Unless otherwise agreed the Contract shall be deemed to have been made when the Goods are despatched to the Buyer.
(ii) All orders are accepted by the Seller subject to these Conditions which override any other terms or conditions stipulated or referred to by the Buyer whether in the order or in any negotiations and so that these Conditions are the only terms or conditions upon which the Seller sells or supplied the Goods. No variations to these Conditions are binding on the Seller unless expressly agreed in writing by an authorised representative of the Seller.
(i) Unless otherwise agreed between the Buyer and the Seller the price or prices charged by the Seller for the Goods shall be those deemed to be ruling at the date of delivery and the Seller may at any time before delivery increase the price of the Goods and the Buyer shall be liable to pay for the Goods the price ruling at the date of delivery.
(ii) The price of all Goods is ex-mill unless the Seller's quoted price expressly includes delivery or otherwise agreed in writing.
(iii) The price of all Goods is exclusive of Value Added Tax.
3. TERMS OF PAYMENT
(i) Unless otherwise agreed in writing between the Buyer and the Seller, payment for the Goods shall be made in accordance with the terms of the Seller's relevant invoice or quotation (or if no payment terms are expressly stated, then by before the 21st day of the month following the month of delivery). Notwithstanding the above, the Seller may at any time require the Buyer to make payment in advance of delivery or to advance adequate security for the payment of all amounts due or to become due under the Contract.
(ii) Without prejudice to any other rights hereunder the Seller shall at its discretion have the right to charge interest at the rate stipulated in the Seller's quotation or invoice (or if none, then at the rate of 2.0% per month) on any sum outstanding from the date on which payment became due up to the actual date of payment and both before and after any judgment for such sum.
(iii) The place for payment is deemed to be the address of the Seller as stated on the invoice.
(iv) When payment is to be made by instalments the failure of the Buyer to pay any instalment on the due date shall entitle the Seller to demand repayment of all the outstanding instalments which shall then become due and payable.
4. DELIVERY AND PASSING OF PROPERTY
Unless otherwise agreed in writing between the Seller and the Buyer the following provisions shall apply:
(i) Title of all Goods supplied by the Seller to the Buyer will remain with the Seller until payment in full has been made of all amounts owing by the Buyer to the Seller on any account whatsoever. The Buyer acknowledges that it is in possession of Goods solely as bailee for the Seller until time as such sums have been paid and until such time the Buyer agrees that it will store the Goods separately on its premises from goods belonging to any other person or the Buyer itself and in a manner which makes them readily identifiable as the Goods of the Seller. So long as the Goods remain the property of the Seller the Seller shall be entitled to require the Buyer to deliver the Goods up to the Seller and the Buyer grants to the Seller an irrevocable right and licence to enter upon any of the Buyer's premises and remove the Goods and all costs incurred by the Seller in repossessing the Goods shall be borne by the Buyer.
If the Buyer sells Goods belonging to the Seller, any proceeds of such sales are to be held by the Buyer upon trust for the Seller, to be identifiable at all times as monies of the Seller and not to be mingled with monies of the Buyer or paid into a bank account in overdraft. The Buyer will, if required to do so by the Seller, assign to the Seller all rights against any person to who such Goods have been supplied but in respect of which payment has not been made to the Buyer.
(ii) Risk of damage to or loss of the Goods shall pass to the Buyer.
(a) In the case of Goods to be collected from the Seller's premises at the time when the Seller notifies the Buyer that the Goods are available for collection; or
(b) In the case of Goods to be delivered other than at the Seller's premises at the time of delivery or, if the Buyer wrongfully fails to accept delivery of the Goods, the time when the Seller has tendered delivery of the goods.
(iii) All delivery dates given by the Seller are estimates only and the Seller shall not in any circumstances be liable for failure to deliver by such dates, not for any damage or loss arising directly or indirectly out of delay in delivery or as the result of non-delivery, nor shall the Buyer be entitled to refuse the Goods in such circumstances.
(iv) If the Buyer refuses to accept delivery of the goods when delivery falls due or fails to require delivery or to collect Goods at such time, the Seller may store or arrange storage of the Goods for the Buyer (in which event the price of the Goods will become immediately due and payable and the Buyer will pay the Seller's storage charges comprising an immediate stock charge equal to 3% of the net invoice value of the Goods plus the cost to the Seller of storing such Goods); and/or either immediately or subsequently elect by written notice sent to the Buyer to treat the Contract as repudiated by the Buyer.
5. SHORTAGES AND DAMAGE AND LOSS IN TRANSIT
Unless otherwise agreed in writing between the Seller and the Buyer, the Seller may deliver against any order an excess and/or deficiency of up to 10% of the weight or volume ordered without any liability whatsoever save that the Buyer shall only be required to pay for the quantity of Goods actually delivered.
6. GUARANTEE AND WARRANTIES
Seeds sold by the Seller are guaranteed to comply, at the time of delivery, with the United Kingdom Seeds' Regulations currently in force. Without prejudice to Clause 7 no representation, warranty or guarantee is given or made that any seed sold by the Seller shall be free from latent defects, nor as to the expected resultant crop nor that the seed sold is free of loose smut or other minor foreign material and no liability whatsoever is accepted in respect of any damage which the Buyer may suffer or incur as a result of such latent defects or in connection with the presence of such loose smut or other minor foreign material in seed sold. Where specially treated or tested seed is offered, the liability of the Seller is limited to a warranty that the treatment or testing to the specification quoted has been carried out, but no further.
(ii) Agrochemicals and Fertilisers
The Seller warrants that the Goods shall be in accordance with the Seller's specification at the time of delivery. All other warranties or conditions as to quality, fitness for purpose or description, express or implied by statute or otherwise are excluded. Recommendations or advice given on behalf of the Seller are given in good faith but without liability on the part of the Seller.
(iii) Animal Feedingstuffs
The Seller warrants that such Goods are in accordance with the Agriculture Act 1970.
7. EXCLUSION AND EXTENT OF LIABILITY
(i) To the extent permitted by law:
(a) Save as provided in these Conditions the Seller excludes all conditions, guarantees or warranties whether express or implied by statute, common law or otherwise, including (without prejudice to the generally of the foregoing) conditions, guarantees or warranties as to quality, fitness for purpose, or description of the Goods or as to their life, wear or use under any conditions whether known or made known to the Seller or not;
(b) The Seller's liability to the Buyer in respect of defective or damaged Goods or any shortfall in supply contrary to these Conditions shall be limited as set out in these Conditions and the Seller shall be under no liability in contract or tort or otherwise for any injuries, losses, expenses or damage direct or indirect or for any consequential loss whatsoever save as provided in these conditions;
(c) The liability of the Seller for any loss or damage resulting to the Buyer from defective Goods or from any other cause whatsoever shall be limited to the purchase price of the Goods provided that the Seller shall have the option to replace defective Goods or make up shortages with Goods conforming in all respects with the Contract, in which event the Seller shall be under no further liability to the Buyer;
(d) The Seller shall not be liable in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow the Seller's instructions or misuse, alteration or repair of the Goods.
(ii) The Buyer shall inspect the Goods immediately upon receipt from the Seller and shall notify the Seller forthwith of any shortages or damaged Goods, and shall confirm the same in writing within 3 days of delivery. In the absence of any such notification, the Goods shall be deemed to have been delivered in correct quantity and undamaged, and the Buyer shall be deemed to have accepted the Goods and shall have no claim whatsoever against the Seller in respect of shortages or damage.
8. SUITABILITY OF GOODS
The utmost care is taken to ensure the accuracy of any information, data and advice provided to the Buyer, by the Seller but all such information is given for general guidance only and any such information given to him is not deemed to form part of any contract for the sale of the Goods, and it is the obligation of the Buyer to satisfy himself that any Goods ordered are a type and performance satisfactory for his particular requirements.
9. CONTINGENCIES AND FORCE MAJEURE
The Seller reserves the right (at its absolute discretion) upon written notice to the Buyer either to defer the date of delivery or to cancel the Contract or to reduce the volume of the Goods to be supplied to the Buyer under the Contract without any liability to the Buyer if it is prevented from or delayed in the performance of its obligations under the Contract due to circumstances beyond the reasonable control of the Seller (including but not limited to accident, breakdown of plant or machinery, industrial action, order of any Government or similar authority, late arrival or nonarrival of ship and shortage of materials, power or fuel required for or in connection with the manufacture of the product or any other force majeure event).
If:(a) The Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a Company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);
(b) an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Buyer;
(c) the Buyer shall commit any material breach of these Conditions without prejudice to any other right or remedy available to the Seller, the Seller may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer and if all or any of the Goods have been delivered but not paid for, the price shall become immediately due and payable.
11. PATENTS AND TRADE MARKS
No representation, warranty or indemnity is given by the Seller that the Goods do not infringe any letters patent, trade marks, registered designs or other industrial rights.
12. PLANT VARIETIES AND SEEDS ACT, 1964
The price of any variety of Goods which becomes the subject of a grant of plant breeders' rights under the Plant Varieties and Seeds Act, 1964 will be adjusted to include the cost of any royalties payable to the owner of the rights. If, in the event of any variety being already the subject of such rights, there is any change in the rate of royalty payable, the price of the Goods will be adjusted accordingly.
13. LEGAL CONSTRUCTION
These Conditions shall be governed by the laws of England due to the company registration address in Ipswich. The Buyer agrees to submit to the non exclusive jurisdiction of the English Court.
Any notice required under this Contract shall be in writing and shall be sufficiently given if delivered or sent by first class mail or fax to the address of the parties stated in the Contract or notified from time to time in writing, any such notice shall be deemed to have been received and given in the case of delivery by hand at the time of delivery, in the case of first class mail, three days after the date of mailing and in the case of fax at the time of transmission and correct answerback.
The Seller is entitled to set off any amount due to the Buyer from the Seller against any amount due to the Seller from the Buyer under this Contract.
Nothing in this Contract shall deem either party, the agent or representative of the other.
Should any part of this Contract be found to be unenforceable, then such part shall be severed from the remainder of the Contract which shall continue to be valid and enforceable to the fullest extent permitted by law.
ForFarmers UK Limited
Fred Castle Way
Rougham Industrial Estate
Bury St Edmunds