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Terms and Conditions (of Purchase)
1. INTERPRETATION 1.1 In these conditions: BUYER means Platts Agriculture Limited (registered in England and Wales under number 01500964). SELLER means the person to whom the Purchase Order is addressed. GOODS means the goods (including any instalment of the goods or any parts of them and all relating documentation) which the Seller is to supply in accordance with these Conditions including goods supplied as part of a Service.

INCOTERMS means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Purchase Order is issued. Unless the context otherwise requires any terms or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions the latter shall prevail.

SERVICE means the service(s) (including any parts of the service) which the Seller is to supply in accordance with these Conditions.

WRITING includes faxes and any non-transitory form of visible reproduction of words (and email) including text messaging via a mobile phone.

PURCHASE ORDER means a document issued by the Buyer to the Seller which constitutes the exclusive statement of the Buyer’s offer to seller to purchase Goods and/or Services.

1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

  1. TERMS

2.1 This Purchase Order constitutes the exclusive statement of the Buyer’s offer to Seller to purchase the Goods and/or Services subject to these terms and conditions (Hereinafter referred to as “these Conditions”).

2.2 These Conditions shall apply to this Purchase Order to the exclusion of any additional or different terms and conditions stated by Seller in any quotation, confirmation of order, specification or other document.

2.3 Acceptance of this Purchase Order by Seller is strictly conditioned on acceptance of these Conditions.

2.4 This Purchase Order shall be deemed to be accepted on the earlier of (i) by a written confirmation or acceptance issued and executed by the Seller’s authorised representative; or (ii) by the Seller providing the Goods and/or Services.

  1. DELIVERY AND INSPECTION

3.1 Time and date of deliveries are of the essence in this Purchase Order.

3.2 The Seller shall be responsible to the Buyer for ensuring the accuracy of the terms of any order submitted by the Buyer, so far as the quantity, quality, description of, delivery date and any specification shall be those set out in the Seller’s order acknowledgement.

3.3 The Buyer reserves the right to make final inspection of the Goods upon receipt (notwithstanding any prior payment or acceptance of the Goods thereof) and, in addition to any other right and remedies available under law, to cancel the order and reject the Goods upon any

default by the Seller in meeting or satisfying the terms of the Purchase Order including but not limited to quantity, quality, delivery dates or specifications.

3.4 The Seller shall be liable to the Buyer for any and all losses, costs and expenses sustained as a result of the Seller’s failure to perform.

3.5 If the Seller fails to deliver Goods or perform Services in accordance with the stated time for delivery, the Seller shall pay the Buyer on demand or the Buyer may deduct from its payments to the Seller 1% of the price payable for such Goods or Services for each week’s delay, up to a maximum of 10% as liquidated damages. The parties confirm that these sums represent a genuine pre-estimate of the Buyer’s loss.

3.6 The Seller shall not be allowed additional time outside of the time stated for delivery without the express written consent of the Buyer.

3.7 Unless otherwise specified on the Purchase Order, all Goods shall be delivered DAP (Incoterms 2020).

3.8 Risk of loss shall pass to the Buyer upon delivery of the Goods in an undamaged condition.

3.9 The Seller shall bear all risks and expenses for returning any rejected Goods or Goods requiring correction after notice of rejection including, but not limited to storage, freight, insurance, packing, materials and labour.

3.10 Delivery of the Goods must equal exact amounts ordered unless otherwise agreed in Writing by the Buyer. If the Goods are delivered to Buyer in excess of the quantities ordered, the Buyer shall not be bound to pay for the excess and any excess shall be and shall remain at the

Seller’s risk and shall be returnable at the Seller’s expense.

3.11 On delivery, the Seller (or its appointed carrier) shall provide the Buyer with  (i) such export or import licences and consents and documents as are required from time to time; (ii) certificates of origin as the Buyer may reasonably request; (iii) such other certificates or documentation as are specified on the Purchase Order; and (ii) a delivery note.

3.12 All packing and delivery charges will be payable by the Buyer as specified on the Purchase Order.

  1. PACKING AND SHIPMENT

4.1The Seller shall be responsible for ensuring that the Goods are shipped in accordance with the Buyer’s instructions and that (i) each container is marked with the Buyer’s Purchase Order number and (ii) shipped with a packing note stating the Purchase Order number.

4.2 The Seller shall not use a shipping method that is different to the Buyer’s instructions without the prior written authorisation of the Buyer.

4.3 All prepaid transportation charges must be advised by the Seller to the Buyer at the time of quotation. Any carriage charges will be paid by the Buyer as specified on the Purchase Order; and be accompanied by the original freight bill or a copy of the bill of lading.

  1. TERMS OF PAYMENT

5.1 The Seller shall be entitled to raise an invoice upon delivery of the Goods and/or Services to the Buyer.

5.2 Unless otherwise agreed to in Writing by the Buyer, payment shall be made to the Seller after receipt of the Seller’s invoice and all Goods and/or Services including all documentation as requested on the Purchase Order, on terms of end of month plus thirty (30) days provided that payment (i) shall not constitute acceptance of the Goods and/or Services; or (ii) impair the Buyer’s right to inspection.

5.3 All applicable taxes, charges and transportation costs must be stated separately on the Seller’s invoice.

5.4 Without prejudice to any other right or remedy, the Buyer reserves the right to set off any amount owing at any time from the Seller to the Buyer against any amount payable by the Buyer to the Seller.

  1. PRICES

6.1The price for the Goods and/or Services ordered shall be as stated on the Purchase Order.

6.2 Any price increase must be approved in Writing by the Buyer prior to the shipment of Goods and/or performance of the Service.

6.3 The Buyer shall not be bound to any price increase which has not been expressly agreed to in Writing by the Buyer.

6.4 The Seller warrants that the prices charged to the Buyer are no higher than prices charged on orders for similar Goods and/or Services to third parties for similar quantities. In the event that the Seller breaches this warranty, the prices of the Goods and/or Services shall be reduced accordingly, retrospectively to the date of the breach.

  1. TITLE TO GOODS

The title to all the Goods purchased hereunder shall pass directly to the Buyer from the Seller at the point of delivery.

  1. WARRANTIES AND LIABILITIES

8.1 The Seller warrants that for a period of no less than one (1) year after acceptance by the Buyer that the Goods covered by this Purchase Order shall be:(i) in full conformity with all specifications and/or other descriptions or samples, whether given or approved by the

Seller, the Buyer or the customers of the Buyer (ii) merchantable (iii) fit for their intended purpose (iv) free from defects in design, materials and workmanship (v) in full compliance with all applicable statutory and regulatory requirements relating to their manufacture, labelling,

packaging, storage, handling, shipment and delivery (vi) and do not infringe any patents, trademarks, copyrights or other intellectual property rights.

8.2 The Seller warrants that the Service(s) covered by this Purchase Order will be performed in accordance with best practice in the Seller’s industry, profession or trade.

8.3 Such warranties in section 8.1 and 8.2 shall (i) be in addition to any other warranties implied or expressly given by the Seller, (ii) survive inspection, delivery, acceptance of and payment for the Goods and/or Services and (iii) extend to the Buyer, its successors, assigns and

customers.

8.4 The Seller shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Purchase Order.

8.5 The Buyer shall have the right to inspect the Goods at any time before or after delivery.

8.6 If following such inspection the Buyer considers that the Goods do not conform or are unlikely to comply with the Seller’s undertakings at section 8.1, the Buyer shall inform the Seller and the Seller shall immediately take such remedial action as is necessary to

ensure compliance.

8.7 Notwithstanding any such inspection, the Seller shall remain fully responsible for the Goods and any such inspection  shall not reduce or otherwise affect the Seller’s obligations under the Purchase Order, and the Buyer shall have the right to conduct further

inspections after the Seller has carried out its remedial actions.

8.8 The Buyer may, at its option, either return for full credit or require prompt correction or replacement of defective or non-conforming Goods or parts thereof, or re-performance of the Services, which rights shall be in addition to such other rights the Buyer may have under applicable law.

8.9 Any Goods so replaced or repaired or Services re-performed will be subject to the same warranties outlined in sections 8.1 and 8.2.

8.10 If the Seller shall fail to repair or replace such defective Goods, or fail to re-perform defective Services, the Buyer has the right to have the work of repair or replacement or re-performance undertaken by a third party and recover the costs incurred from the Seller.

8.11 In the event that the Buyer brings a claim against the Seller to enforce performance of any section written under these Conditions, or should the Buyer be forced to defend a claim brought against it by the Seller, the Seller shall be liable for all costs and expenses incurred, including but not limited to legal fees.

  1. INDEMNIFICATION

9.1 The Seller shall indemnify and hold harmless the Buyer, its successors and assigns and their respective officers, directors, employees, agents and customers from all claims, demands, liabilities, costs and expenses (including legal fees) arising from any actual or alleged:

9.1.1 defect in the Goods and/or Services provided by the Seller hereunder;

9.1.2 failure of the Goods and/or Services to comply with all specifications;

9.1.3 failure of the Goods and/or Services to comply with the express or implied warranties of the Seller;

9.1.4 failure of the Goods and/or Services to comply with all applicable laws, rules and regulations;

9.1.5 bodily injury or death, direct or indirect damage to property or any loss of use of any tangible or intangible property (including loss of business profits) caused by the Goods and/or Services and/or the Seller’s negligence;

9.1.6 infringement of any patents, trademarks, copyrights or other intellectual property rights;

9.1.7 failure by the Seller to provide import or export documents, certificates of origin or other certificates required or the provision of false or inaccurate documents or certificates;

9.1.8 Goods and/or Services supplied that do not conform with any export or import documents, certificate of origin or other certificates supplied by the Seller in relation to those Goods and/or Services; or

9.1.9 any breach by the Seller of these Conditions.

9.2 The indemnification and hold harmless obligations of this section shall survive delivery of the Goods and/or Services supplied under this Purchase Order.

  1. CONFIDENTIALITY

10.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.2.

10.2 Each party may disclose the other party’s confidential information:

10.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10; and

10.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3 The Seller shall not make any news release or public announcement regarding a contract of purchase or business relationship with the Buyer without the prior written consent of the Buyer.

  1. INSURANCE

11.1 The Seller shall maintain in force, with a reputable insurance company, comprehensive professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Purchase Order or the Seller’s obligations under it or these Conditions, but the maintenance of such insurance shall not in any way limit the liability of the Seller.

11.2 Where performance of the contract requires entry on to any premises or facilities of the Buyer, or involves the use or operation of property furnished by the Buyer, the Seller shall also obtain and maintain property damage insurance to an amount sufficient to cover any loss.

11.3 Upon the request of the Buyer, the Seller shall produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance policy.

11.4 All insurance shall be primary and non-contributory.

  1. TERMINATION

12.1The Buyer may terminate this Purchase Order in whole or in part at any time upon the Buyer’s written notice to the Seller (i) for any reason at the Buyer’s convenience, (ii) for any default by the Seller hereunder (including but not limited to the Seller’s failure to deliver Goods

and/or Services within the time specified by the Buyer), (iii) in the event that the Seller becomes the subject of any claim or court proceeding or ruling for the relief of debtors or otherwise becomes insolvent or bankrupt or makes an assignment for the benefit of its creditors.

12.2 In the event of termination, the Buyer may further notify the Seller that all right, title and interest in and to all of any portion of material acquired by the Seller and paid for by the Buyer for the performance of this Purchase Order, work in progress and/or completed items specified in such notice shall pass immediately to the Buyer.

12.3 The Buyer shall have no liability to the Seller for Goods (whether finished or unfinished) that are readily useable, reusable or saleable.

12.4 In the event of termination under section 12.1(ii) or (iii), the Buyer may purchase similar Goods and/or Services elsewhere or secure the manufacture and/or supply and delivery of Goods and/or performance of Services by contract or otherwise, and the Seller shall be liable for any excess cost incurred by the Buyer.

12.5 Termination of this Purchase Order, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.

12.6 Clauses which expressly or by implication survive termination shall continue in full force and effect.

  1. AMENDMENTS

13.1 The Buyer shall have the right at any time by giving notice in Writing to Seller, to make changes in any one or more of the following:

13.1.1 quantity;

13.1.2 method of shipping or packing;

13.1.3 designs or specifications;

13.1.4 place of delivery; and/or

13.1.5 delivery schedule.

If any such changes cause an increase or decrease in the cost of or the time required for the performance of the work, an equitable adjustment shall be agreed in Writing by the parties to the price and/or delivery schedule and the Purchase Order shall be amended accordingly. No such adjustment shall take effect unless and until it has been expressly agreed to in Writing by the Buyer.

  1. VARIATION

Except as set out in these Conditions, any variation to these Conditions and/or the contract between the parties, including the introduction of any additional terms and conditions, shall only be binding when expressly agreed to in Writing by the Buyer.

  1. HEALTH AND SAFETY

When on the Buyer’s premises or the Buyer’s customer premises, the Seller shall comply with all applicable health and safety laws in force as at the date of delivery of the Goods and/or performance of the Services.

  1. WAIVER

16.1 Any failure or delay on the part of the Buyer to exercise any right, power or privilege hereunder shall not operate as a waiver thereof.

16.2 Any waiver by the Buyer of any breach of, or any default under, any provision of these Conditions shall not be deemed a waiver of any subsequent breach or default of the same or any other provision and shall in no way affect the other terms of these Conditions.

  1. GOVERNING LAW

17.1 The rights and obligations of the parties hereunder shall be governed by and construed in all respects in accordance with the Laws of England and Wales.

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

  1. ASSIGNMENT

The Seller shall not be entitled to assign, subcontract, charge or otherwise deal with the Purchase Order or any part of it without the prior written consent of the Buyer (such consent is not to be unreasonably withheld or delayed). The Buyer may assign the Purchase Order or any part of it to any other party.

  1. GENERAL

19.1 Each right or remedy of a party under these Conditions is without prejudice to any other right or remedy of that party whether under these Conditions or not.

19.2 If any provision of these Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of these Conditions and the remainder of the provision in question shall continue in full force and effect.

19.3 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to the other party or its Registered Office or principal place of business or such other address as may at the relevant time have been notified

pursuant to this provision to the party giving the notice.

19.4 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Purchase Order.