TERMS AND CONDITIONS OF SALE (the “conditions”)
1. Acceptance of Order Orders are accepted via telephone, fax and in writing. The Seller will raise a Sales Order Number for the Buyer confirming the order details. Written order confirmations can be sent to the Buyer upon request by the Buyer from the Seller.
All orders are accepted by the Seller subject to these conditions which override any other terms or conditions stipulated except the agreement between the Buyer and Seller aforementioned and attached to these terms. No variation to these conditions are binding on the Seller unless expressly agreed in writing by an authorized representative of the Seller.
- Price Unless otherwise agreed between the Buyer and the Seller the price or prices charged by the Seller of 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 at the price ruling at the date of delivery.
The price of all Goods is ex-works unless the Seller’s quoted price expressly includes delivery or otherwise agreed in writing
The price of all Goods is exclusive of value added tax.
- Terms of Payment Unless otherwise agreed in writing between the Buyer and the Seller, payment for the Goods/services shall be made in accordance with the terms of the Seller’s relevant invoice or quotation. 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.
Without prejudice to any other rights hereunder the Seller shall at its discretion have the right to charge interest at the rate of 1.5% 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
Payments should be made to: Platts Agriculture Limited and sent to Parkleigh Offices, Miners Road, Llay Industrial Estate as stated on the invoice.
- Delivery and Passing of Property Unless otherwise agreed in writing between the seller and the Buyer the following provisions shall apply:
- i) Title to 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 such time as such sums have been paid and until 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 overdraft. The Buyer will, if required to do so by the Seller, assign to the Seller all rights against any person to whom 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:-
- In the case of Goods to be delivered at the Seller’s premises at the time when the Seller notified the Buyer that the Goods are available for collection; or
- 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
- 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, nor for any damage or loss arising directly or indirectly out of delay in delivery or as a result of non-delivery, nor shall the Buyer be entitled to refuse the Goods in such circumstances.
- 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 without any liability whatsoever save that the Buyer shall only be required to pay for the quantity of Goods actually delivered.
- Exclusion and Extent of Liability To the extent permitted by law:
- Save as provided in these conditions the Seller excludes all conditions, guarantees or warranties whether expressed or implied by statute, common law or otherwise, including (without prejudice to the generality 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 where known to the Seller or not:
- The Seller’s liability to the Buyer in respect of defective or damaged Goods or any shortfall or delay in supply shall be excluded, save 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:
- In consideration for the Buyer agreeing that the Sellers obligations should be limited in accordance with clauses (a) and (b) above and subject to clause (d) below, the Seller guarantees that in the event of any Goods proving defective or damaged upon delivery the Seller will at its option replace those Goods or re-pay or credit the Buyer with the purchase price of the goods, in which event the Seller shall be under no further liability to the Buyer. The Seller’s liability for any loss or damage resulting to the Buyer from any case whatsoever other than from defect or damage \goods shall be limited in any event to the purchase price of the consignment of Goods in respect of which the complaint arises.
- The Seller shall not be liable in respect of any defect arising from fair weir and tear, willful damage, negligence, abnormal working conditions, failure to follow the Sellers instructions or misuse, alteration or repair of the goods.
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.
- 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 or the sale of the Goods, and it as the obligation of the Buyer to satisfy himself that any Goods ordered are of a type and performance satisfactory for his particular requirements.
- Contingencies and Force Majeure The Seller shall not be liable for default in the performance of any of its obligations under the Contract if the default is caused by any circumstances whatsoever outside 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 non-arrival of shipment, and shortage of materials, power or fuel required for or in connection with manufacture of the product). In any such circumstances the Seller may be entitled to a reasonable extension of time for performing such obligations.
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 purpose of amalgamation or reconstruction); or
(b) An encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Buyer; or
(c) The Buyer ceases or threatens to cease to carry on all or any substantial part of its business; or
(d) 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.
- Patents and Trade Marks No representation warranty or indemnify is given by the Seller that the Goods do not infringe any letters patents, trade marks, registered designs, or other industrial rights.
- Legal Construction These Conditions shall be governed by the laws of England and the Buyer agrees to submit to the non exclusive jurisdiction of the English Courts
- Notices Any notice required under this contract shall be in writing and shall be sufficiently given if delivered or sent by first class mail, facsimile or e-mail 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 facsimile at the time of transmission
- Set Off 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.
- Relationships Nothing in this contract shall deem either party the agent or representative of the other.
- Severability Should any part of these conditions, or any of the individual parts of the conditions be found to be unenforceable then such part or parts shall be severed from the remainder of the contract which shall continue to be valid and enforceable to the fullest extent permitted by law.