Terms & Conditions
These Conditions will apply to any contract between us for the sale of Goods or Services to you (the “Contract”). Please read these Conditions carefully and make sure that you understand them, before ordering any Goods or Services from our website. Please note that before placing an order you will be asked to agree to these Conditions. If you refuse to accept these Conditions, you will not be able to order any Goods from our website.
1.1 If you are a Consumer (as defined below), you may only purchase Goods from our website if you are at least 18 years old.
1.2 Certain Goods on our website can only be purchased if you satisfy the legal age requirement for those Goods. We are not allowed by law to supply these Goods to you if you do not satisfy these age requirements. If you are underage, please do not attempt to order these Goods through our website.
1.3 Our website order pages will guide you through the steps you need to take to place an order with us. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each stage of the order process.
1.4 After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 1.5
1.5 We will confirm our acceptance to you by sending you an e-mail that confirms that the Goods have been dispatched (“Dispatch Confirmation”). The Contract between us will only be formed when we send you the Dispatch Confirmation.
A. STANDARD CONDITIONS OF SALE
1.1 These terms and conditions (“Conditions”) constitute the conditions on which Gleadell Agriculture Ltd (“the Company”) is prepared to supply goods (“the Goods”) or services (“the Services”) to any person to whom a quotation, conﬁrmation of order or Contract is addressed, or from whom a telephone order or an online order via the Company’s website is received (“the Customer”). The Conditions shall prevail over any terms and conditions in the Customer’s order or other document issued by him except where speciﬁcally agreed to by the Company in writing. No employee or agent of the Company has any authority whatsoever to alter, vary or waive the Conditions in any way unless authority is expressly obtained in writing by a Director or the Secretary of the Company. For the purposes of these Conditions, a “Consumer” shall mean any Customer who is acting for purposes which are wholly or mainly outside that individual's trade, business, craft or profession. These Conditions apply to both Customers acting in the course of their trade, business, craft or profession, as well as Consumers. Conditions which only apply to Consumers will be stated as such.
1.2 No employee or agent of the Company has any authority to make or give any representation or warranty whatsoever in relation to either the Goods or the Services, save any such employee or agent providing advice to Customers in his/her capacity as Company Farm Trader.
1.3 Save where a quotation has been given to a Customer by the Company for the supply of Goods or Services, the prices listed in the Company’s current catalogue or price list will apply to any Contract, telephone order, online order via the Company’s website or conﬁrmation of order.
1.4 The Company reserves the right to require references in respect of any Customer prior to entering into any Contract with that Customer.
1.5 The Company shall sell and the Customer shall purchase the Goods under any online order via the Company’s website (confirmed by a Dispatch Confirmation) or, notwithstanding clause 1.5 in the Online Conditions above, in accordance with any written or verbal quotation of the Company accepted by the Customer or any written or verbal order of the Customer conﬁrmed by the Company, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is given or purported to be given by the Customer.
1.6 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of oﬀer, invoice or other document or information issued by the Company may be subject to correction without any liability on the part of the Company. If you are a Consumer, you shall have the right to cancel the Contract as a result of such error or omission.
1.7 The quantity, quality and description of, and any speciﬁcation for, the Goods shall be those set out in the Company’s quotation (if accepted by the Customer) or the Customer’s order (if accepted by the Company).
2.1 All Services of any advisory nature are carried out by the Company with all reasonable skill and care and on the basis of the best information available to the Company at the time such Services are provided.
2.2 Subject to clause 12.2 the Company will not accept any liability in respect of any loss sustained by any person, or for damage to any property whatsoever or howsoever caused as a result of any advice given by the Company, its employees or agents.
2.3 The Customer shall satisfy himself that any Goods purchased as a result of such advice are used strictly in accordance with the manufacturer’s recommendations and instructions.
3.1 Prices on quotations are only available for acceptance within 7 consecutive days of the date of an oﬀer (or deemed otherwise at the time of quotation) being made or such other date as is expressly agreed between the parties in writing. The Company has the right to vary prices by notice to allow for any increase in raw materials or other costs outside the Company’s control between the date of quotation and the time of delivery of the Goods or completion of the Services.
3.2 All prices are subject to the addition of VAT where applicable.
3.3 The Company reserves the right to increase the price of the Goods to reﬂect any increase in cost to the Company due to any tax, duty, levy or other payment whatsoever imposed upon the Goods after the date of the Contract by the European Union or any national government. If you are a Consumer, you will have the right to cancel the Contract as a result of such proposed price increase.
3.4 Where Goods are supplied on pallets such pallets will not be returnable or refundable.
4.1 The Customer shall pay the Company in full and in cleared funds subject to and in accordance with these Conditions and any quotation provided by the Company.
4.2 Payment is due at the Company’s oﬃces by the date speciﬁed on the Company’s invoice save where alternative payment terms have previously been agreed in writing between the parties. The Company reserves at its discretion the right to require payment before delivery.
4.3 If the Customer fails to make payment on the due date under any Contract then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to do any of the following:
(i) cancel the Contract or suspend further deliveries to the Customer;
(ii) appropriate payment made by the Customer to such of the Goods (or Goods supplied under any other contract) as the Company may think ﬁt notwithstanding any purported appropriation by the Customer;
(iii) sell or otherwise dispose of any Goods whether appropriated to the Contract or not;
(iv) the Customer will be liable for any deterioration in the quality of the goods from delivery until payment is made in full; or
(v) charge the Customer interest at the rate equivalent to that set for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998:
(a) calculated (on a daily basis) from the date of the company’s invoice until payment;
(b) compounded on the ﬁrst day of each calendar month;
(c) before and after any judgement (unless the court orders otherwise); and
(d) require the Customer to indemnify the Company in full in respect of all expenses and liabilities the Company may incur (directly or indirectly and including legal costs on a full indemnity basis) following the Customer’s breach of the obligation to make payment on the due date.
4.4 Payment will be made in full without any deduction or delay in respect of any set‐oﬀ counterclaim or dispute unless conﬁrmed by the Company in writing.
4.5 The Company shall not be bound to accept an order to supply any Goods if the Company’s payment terms have not been adhered to on a previous occasion. In the event of the Company refusing to accept such order to supply for this reason the Customer shall have no claim against the Company whatsoever.
4.6 Set‐oﬀ: Without waiver or limitation of any rights or remedies, the Company shall be entitled to deduct from any amounts due or owing by the Company to the Customer in connection with any contract and all amounts claimed, invoiced or owing at any time by the Customer to the Company under this or any other contract between you and the Company.
5.1 Delivery of the Goods shall be made by the Customer collecting them from the Company’s premises at any time after notiﬁcation that the Goods are ready for collection or, if some other place for delivery is agreed by the Company, delivering the Goods to that place.
5.2 If you are a Consumer and you have ordered Goods we will contact you to agree a delivery date, which will be within 30 days after the day on which we accept your order.
5.3 If you are a Consumer and you have ordered Services, we will begin the Services on the date agreed with you during the order process.
5.4 If the Company agrees to deliver the Goods at any place other than the Company’s premises and the Goods shall consist wholly or partly of crop protection products or other products required to be stored in a particular manner in accordance with any statutory requirement, then it shall be a condition of the Contract that the Customer shall provide, at the place to which the Goods are to be delivered, storage facilities complying with such statutory requirements and shall make arrangements to ensure that the Company’s delivery operative has access to such facilities at the time of actual delivery. The Company shall be entitled to treat failure to make due provision in accordance with the terms of this sub‐clause as failure to take delivery of the Goods.
5.5 The Company’s liability in respect of any failure to deliver the Goods for any reason other than any cause beyond the Company’s reasonable control or the Customer’s fault, shall be limited to the excess (if any) over the price of the Goods to the Customer (in the cheapest available market) of similar goods to replace those not delivered.
5.6 Time shall not be of the essence of the Contract either in relation to the delivery of the Goods or the completion of the Services and the Company shall not be liable for any loss or damage howsoever arising directly or indirectly from failure to deliver the Goods or complete the Services by any date speciﬁed in the Contract.
5.7 The Company shall be entitled to deliver the Goods within any agreed period in one or more consignments. Unless otherwise expressly agreed each delivery or consignment shall stand as a separate Contract. The Company shall be entitled to render its invoice for those Goods which have been so delivered and to receive payment therefore in accordance with these Conditions notwithstanding that the remainder of the Goods have not been delivered.
5.8 The Customer shall be liable for reasonable storage charges for all Goods notiﬁed as being ready for delivery and delivery of which is refused by the Customer.
5.9 If the Customer fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Company’s fault) then without prejudice to any other right or remedy available to the Company the Company may:
5.9.1 store the goods until actual delivery and charge the customer the reasonable costs (including insurance) of storage and of any failed delivery of the Goods by the Company to the Customer and of any return of the Goods to the Company; or
5.9.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
6.1 Unless stated at the time of trade, all transactions (unless speciﬁcally shown on the Contract conﬁrmation) will be deemed to be assured by a scheme recognised by the Agricultural Industries Confederation (AIC).
7. PASSING OF RISK
7.1 The Customer will bear the risk of loss or damage to the Goods from the time the Goods are collected by the Customer or his agent from the Company or, if not so collected, 14 consecutive days after the date when the Company notiﬁes the Customer that the Goods are available for collection or when they are delivered by the Company or its agents and arrive at the site, whichever shall be applicable whether or not the Company or its agents are to undertake the application or spreading of the Goods following delivery or collection, and the Customer is advised to insure the Goods accordingly.
7.2 When Goods are delivered to the Customer’s premises then the Customer must:
7.2.1 ensure his agent shall be present to agree the place of unloading and if no such person is present the unloading will be at the driver’s discretion; and
7.2.2 provide suitable access to the point of unloading.
8.1 The acceptance by the Company of any order for Goods shall constitute an agreement to sell the Goods and not a sale of them and no title to the Goods shall pass to the Customer by reason of delivery or acceptance of the same or any provision of these Conditions.
8.2 The Company shall remain the sole and absolute owner of the Goods until such time as the agreed price of the Goods, and all other monies due and owing, have been paid to the Company by the Customer in cash or cleared funds. Until such time the Customer shall be the bailee of the Goods for the Company and shall store them properly insured and protected upon his premises separately from his own Goods or those of any other person and in a manner which makes them readily identiﬁable as the Goods of the Company. Until such time the Customer shall be entitled to re‐sell or use the Goods in the ordinary course of business.
8.3 The Customer’s right to possession of the Goods and its right to re‐sell or use them shall cease at whichever is the earlier of the following dates:
8.3.1 on the expiration of the agreed period of credit, if any; or
8.3.2 on the Customer being the subject of any one of the events listed in Clause 14.1 of these Conditions.
8.4 If a Receiver or Liquidator or Administrator be appointed to the Customer and at the time thereof the Customer shall not have received the proceeds of any sale of the Goods the Customer or the Receiver or Liquidator or Administrator as agent for the Customer shall assign to the Company within 7 days all rights against the person or persons to whom the Goods have been sold.
8.5 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been re‐sold) the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and if the Customer fails to do so immediately to enter upon any premises of the Customer or any third party where the Goods are stored and re‐possess the Goods.
8.6 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company. If the Customer does so all monies owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) immediately become due and payable.
8.7 If Condition 8.2 is held to be invalid to reserve the Company’s title to the Goods delivered under the Contract by reason of reservation of title until all Goods delivered to the Customer by the Company have been paid for, the ownership of the Goods shall remain with the Company until the Goods have been paid for.
9.1 The Customer shall carefully examine the Goods immediately upon receipt of the same and, subject to clause 11.2 in the case of Consumers, shall within 7 consecutive days of receipt of the Goods give notice in writing to the Company of any short or over delivery or any defect reasonably discoverable on careful examination. In the absence of receipt of such notice the Company shall be discharged from all liability in respect of such defects or short or over delivery. In the event that the Customer establishes to the balance of probabilities that the Goods are defective the Customer’s sole remedy in respect of such defect shall be limited as the Company may elect to the replacement of the defective Goods or refund of the price against the return of the Goods.
10.1 Save where the provisions of Clause 9.1 of these Conditions apply, or clause 11 in respect of Consumers only, if the Customer within the time limit for claiming arbitration in these Conditions proves on the balance of probabilities that the Goods supplied do not comply with the express terms of the Contract of sale or that seeds supplied are defective in varietal purity or that the Services performed are defective due to faulty workmanship on the Company’s part, then the Company shall at its option either replace the defective Goods without further charge to the Customer or refund all payments made by the Customer to the Company in respect of the defective Goods or Services or remedy the defective Services at its own cost provided that notice of any defect shall have been given to the Company as soon as reasonably possible and in any event within the time limit stated above.
10.2 The Company’s obligations under this Clause shall not extend to any Goods manufactured by third parties. In the case of such Goods the Company shall, if required to do so by the Customer in writing, use reasonable endeavours to procure for the Customer the beneﬁt of any warranty or guarantee provided to the Company by any such third party apart from which the Company shall be under no liability whatsoever in respect of any defect in such Goods.
10.3 Save as provided in Clause 9.1 of these Conditions the foregoing provisions of this Clause shall represent the entire liability of the Company its employees servants and agents in respect of defective Goods and Services and all other warranties conditions and liabilities as to quality ﬁtness description or otherwise, whether statutory or at common law, are hereby excluded to the extent permitted by law.
11. CANCELLATION AND RETURNS
11.1 Subject to clauses 11.2 to 11.12 in the case of Consumers, no order which has been accepted by the Company may be cancelled by the Customer and no Goods which have been supplied may be returned by the Customer to the Company except with the prior agreement in writing of the Company and on the following terms:
11.1.1 any Goods returned must be returned no more than one calendar month after the date of delivery and in any event no return of Goods will be accepted after the end of the applicable planting season, the determination of which is at the absolute discretion of the Company;
11.1.2 no Goods will be accepted for return if the Goods supplied are no longer on the Approved List of the Department for Environment, Farming and Rural Affairs as at the date of return;
11.1.3 no Goods will be accepted by the Company as returned Goods unless the Goods are in their original packaging unopened and in undamaged condition; and
11.1.4 in all cases where an order is cancelled by the Customer or Goods are returned by the Customer the Customer shall pay to the Company a handling charge of 10% of the invoiced price.
11.2 The cancellation rights described in clauses 11.3 to 11.12 apply only to sales to Consumers.
11.3 If the Customer is a Consumer, the Consumer has a legal right to cancel a Contract under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 at any time up to 14 calendar days after the day on which the Consumer receives the Goods ordered.
11.4 However, this cancellation right does not apply in the case of:
11.4.1 perishable products; or
11.4.2 any Goods which become mixed inseparably with other items after their delivery.
11.5 To cancel a Contract, the Consumer must let the Company know that it has decided to cancel, either by post, phone or email using the contact details set out in these Conditions. Alternatively the Consumer may use a copy of the form which is attached at the back of these Conditions as a schedule. If the cancellation is because of any problem with the Goods, the Consumer shall notify the Company of the problem at the time of cancellation.
11.6 If e-mailing or writing to the Company, the Consumer should please include details of its order. If the Consumer sends the Company its cancellation notice by e-mail or by post, the cancellation is effective from the date the Consumer sends the e-mail or posts the letter.
11.7 If the Consumer cancels its Contract, the Company will:
11.7.1 refund the Consumer the price paid for the Goods. However, please note the Company is permitted by law to reduce any such refund to reflect any reduction in the value of the Goods, if this has been caused by the Consumer handling them in a way which would not be permitted in a shop. If the Company refunds the Consumer the price paid before the Company is able to inspect the Goods and later discover the Consumer has handled them in an unacceptable way, the Consumer must pay the Company an appropriate amount.
11.7.2 refund any delivery costs you have paid, although, as permitted by law, the maximum refund will be the costs of delivery by the least expensive delivery method the Company offers (provided that this is a common and generally acceptable method).
11.7.3 make any refunds due to the Consumer as soon as possible and in any event within the deadlines indicated below:
11.7.4 if the Consumer has received the Goods and the Company has not offered to collect them: 14 days after the day on which the Company receives the Goods back from the Consumer or, if earlier, the day on which the Consumer provides the Company with evidence that the Goods have been sent back. Please contact the Company for information about how to return Goods using the details set out in these Conditions;
11.7.5 if the Consumer has not received the Goods, or the Consumer has received it and the Company has offered to collect them from you: 14 days after the Consumer informs the Company of its decision to cancel the Contract.
11.8 If the Goods have been delivered to the Consumer before it decides to cancel the Contract:
11.8.1 the Consumer must return them to the Company without undue delay and in any event not later than 14 days after the day on which the Consumer let us know that it wishes to cancel the Contract. Please contact the Company for details of how to return the Goods;
11.8.2 unless the Goods are faulty or not as described (in this case, see clause 11.11), the Consumer will be responsible for the cost of returning the Goods;
11.9 The Consumer should contact the Company with any questions or complaints about the Goods using the details set out in these Conditions or on the website www.gleadell.co.uk.
11.10 The Consumer always has rights of return where Goods are faulty or mis-described. The Company is under a legal duty to supply products that are in conformity with this Contract. See the box below for a summary of the Consumer’s key legal rights in relation to the Goods or Services. Nothing in these Conditions will affect the Consumer’s legal rights.
11.11 Summary of the Consumer’s key legal rights
11.11.1 These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
11.11.2 For Goods, the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected life of the Goods the Consumer’s legal rights are:
• up to 30 days: if the Goods are faulty, then the Consumer can get a refund.
• up to six months: if the faulty Goods cannot be repaired or replaced, then the Consumer is entitled to a full refund, in most cases.
• up to six years: if the Goods can be expected to last up to six years the Consumer may be entitled to a repair or replacement, or, if that does not work, some of its money back.
11.11.3 For Services the Consumer Rights Act 2015 says:
• the Consumer can ask the Company to repeat or fix a service if it is not carried out with reasonable care and skill, or get some money back if the Company cannot fix it.
• if the Consumer has not agreed a price upfront, what the Consumer is asked to pay must be reasonable.
• if the Consumer has not agreed a time upfront, it must be carried out within a reasonable time.
11.12 If the Consumer wishes to exercise its legal rights to reject Goods because they are faulty, the Consumer must either return them in person to the place of purchase, post them back to the Company or (if they are not suitable for posting) allow the Company to collect them from the Consumer. The Company will pay the costs of postage or collection. The Consumer shall contact the Company to arrange any such returns.
12. LIMITATION OF LIABILITY
12.1 Clauses 12.2 to 12.3 shall only apply to a Customer who is a business Customer.
12.2 Nothing in these Conditions shall limit or exclude the Company’s liability for:
(i) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(ii) fraud or fraudulent misrepresentation;
(iii) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(iv) defective products under the Consumer Protection Act 1987; or
(v) any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
12.3 Subject to clauses 12.2 and 12.4:
(i) the Company shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
(a) loss of profit (whether direct or indirect), or
(b) any indirect or consequential loss arising under or in connection with the Contract; and
(ii) the Company’s total liability to the Customer 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 the price of the Goods.
12.4 If the Customer is a Consumer:
(i) the Company is responsible to the Consumer for foreseeable loss and damage caused by the Company. If the Company fails to comply with these Conditions, the Company is responsible for loss or damage the Consumer suffers that is a foreseeable result of the Company breaking this Contract or the Company failing to use reasonable care and skill, but the Company is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both the Company and the Consumer knew it might happen, for example, if the Consumer discussed it with the Company during the sales process.
(ii) the Company does not exclude or limit in any way the Company’s liability to the Consumer where it would be unlawful to do so. This includes liability for death or personal injury caused by the Company’s negligence or the negligence of the Company’s employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of the Consumer’s legal rights in relation to the Goods including the right to receive Goods which are: as described and match information the Company provided to the Consumer and any sample or model seen or examined by the Consumer; of satisfactory quality; fit for any particular purpose made known to the Company; supplied with reasonable skill and care and, where installed by the Company, correctly installed; and for defective products under the Consumer Protection Act 1987.
(iii) when the Company is liable for damage to the Consumer’s property. If the Company is providing Services in the Consumer’s property, the Company will make good any damage to the Consumer’s property caused by the Company while doing so. However, the Company is not responsible for the cost of repairing any pre-existing faults or damage to the Consumer’s property that the Company discovers while providing the services.
(iv) the Company is not liable for business losses. The Company only supplies the products to Consumers for their domestic and private use. If you are a Consumer and use the products for any commercial, business or re-sale purpose the Company will have no liability to the Consumer for any loss of profit (whether direct or indirect), loss of business, business interruption, or loss of business opportunity.
13.1 Save where the Customer is a Consumer, the Customer shall indemnify and hold the Company harmless against any actions claims or demands by third parties whether arising in contract from breach of statutory duty or in tort (including negligence) or otherwise howsoever arising either directly or indirectly from:
13.1.1 the use of the Goods or Services supplied by the Company;
13.1.2 misuse of the Goods or of the Services supplied; or
13.1.3 any failure by the Customer to obtain any permission consents or licences which may be necessary.
14. FORCE MAJEURE
Neither the Company nor the Customer shall be responsible for delay in delivery of the Goods or provision of the Services or any part thereof occasioned by any circumstances beyond that party’s reasonable control, including any act of God, adverse weather action, by Government or Government authority whether at port, local, national or European Union level, strike, lock‐out, combination of workmen, accident, breakdown of plant or machinery, power failure, crop failure or ﬁre provided that the party invoking this Clause dispatches written notice to the other party within 7 consecutive days of his knowledge of the occurrence or not later than 7 consecutive days before the delivery or performance date whichever is the later. If delivery is delayed by more than 30 consecutive days from the delivery or performance date the party not invoking this Clause shall have the option of cancelling the delayed portion of the Contract if the subject Goods are not already in course of transit by giving to the other party written notice to that eﬀect but shall not be entitled to any compensation in respect of such cancellation. A further extension of delivery or performance of 30 days may be mutually agreed if requested by the party invoking this clause. If delivery or performance under this Clause be prevented during the extension period the Contract or any unfulﬁlled part thereof shall be cancelled. Neither party shall have a claim against the other for delay or otherwise under this Clause provided that the party invoking this Clause shall have supplied to the other if required satisfactory evidence justifying the delay or other non‐performance of contractual obligations.
15.1 If the Customer:
15.1.1 has a Receiver or Liquidator appointed to any of his property or business undertaking or has a petition for an administration order in respect of the property or business undertaking presented to the High Court or makes an application for a corporate voluntary arrangement;
15.1.2 announces that it is ceasing to trade;
15.1.3 fails to make payment as due, suspends payment or notifies any of its creditors that it is unable to meet debts or that it is about to suspend payment of its debts;
15.1.4 convenes calls or holds a meeting of creditors;
15.1.5 being an individual trader or Consumer becomes bankrupt or makes any composition or scheme of arrangement with his creditors; or
15.1.6 being a body corporate convenes calls or holds any meeting for the purpose of going into liquidation other than for the purpose of reconstruction, or amalgamation by the making of an order, or the passing of a resolution for winding up, then the provisions of Clauses 15.2 and 15.3 shall apply.
15.2 Notwithstanding any previous arrangements with the Company for deferred payments the full remaining price for any Goods delivered or Services supplied by the Company shall become immediately payable.
15.3 The Company shall have the right without prejudice to any other rights and remedies available to cancel or suspend or to refuse to accept any further deliveries or to terminate the Contract at any time after becoming aware of any of the circumstances listed in Clause 15.1 providing that when exercising any of the above rights the Company informs the Customer in writing of its intention to exercise such right or rights within 28 days after becoming aware of the relevant occurrence.
15.4 Whenever any of the rights set out in this Clause are exercised by the Company then the Company will not be liable to pay any compensation to the Customer in respect of such exercise.
16 DISPUTE RESOLUTION
16.1 All disputes arising out of the Contract between the Company and the Customer as to the quality of Goods supplied or their ﬁtness for purpose or the performance of Services shall be referred to arbitration in accordance with this clause 16, save where the dispute is between the Company and a Consumer.
16.2 In every case the dispute shall be referred to arbitration to be undertaken by accredited arbitrator members of the Agricultural Industries Confederation (AIC) in conformity with the Arbitration Rules of the Agricultural Industries Confederation (AIC) current on the date of Contract.
16.3 If in any dispute between the parties subject to arbitration it is reasonably apparent to either party that the manufacturer or producer of the Goods supplied which are the subject matter of the arbitration should be a party to the proceedings then the arbitration proceedings shall be stayed to enable Court proceedings to be taken with the manufacturer or producer as a party. In these circumstances, any time limit for claiming arbitration shall be extended pro rata.
16.4 Arbitration proceedings must be commenced:
16.4.1 within a reasonable time in respect of claims relating to seeds to permit any necessary inspection of the growing crop by the Arbitrator(s) prior to harvest (and in any event within 8 weeks from use or application);
16.4.2 in any other case within 28 consecutive days of the delivery date of the Goods or performance of the Services.
17 HEALTH AND SAFETY
17.1 The Customer shall take all reasonable precautions to ensure that its employees, servants or agents shall minimise any risk of accident or risk to general health which may arise as a result of the use of the Goods supplied or Services performed by the Company.
18 CUSTOMER’S DUTY TO APPLY CORRECTLY
18.1 All directions instructions warnings or notices as to applying, sowing or otherwise using the Goods contained on or in the Goods supplied to the Customer by the Company are to be complied with by the Customer in applying, sowing or otherwise using the Goods, the Company will accept no liability whatsoever for damage or loss suﬀered thereby whether direct or indirect where the Customer fails to comply with such directions instructions warnings or notices.
18.2 Where the Goods supplied to the Customer by the Company contain any recommendations instructions or directions as to methods of storage or in any other case where the horticultural or agricultural industries recognise and recommend certain means of storage for such Goods, the Company shall not be liable for any damage or loss suﬀered, whether direct or indirect, as a result of the failure by the Customer or any third party to comply with such recommendations instructions or directions in respect of the Goods supplied.
19 APPLICATION OF FERTILISER
19.1 Where fertiliser products are to be applied to the Customer’s site by the Company the Customer shall be responsible for indicating on the site to the Company’s employee agent or contractor the area to be treated immediately prior to the commencement of spreading or spraying.
19.2 The Customer shall inform the Company’s employee agent or contractor of any matters known to the Customer and not reasonably apparent to the Company’s employee agent or contractor calling for special care to avoid damage on spreading or spraying of fertiliser and shall indemnify and hold the Company harmless in respect of all actions costs claims and demands arising from damage thereto in the event that the Customer fails to inform the Company’s employee agent or contractor of any such matters in accordance with the provisions of this Clause.
20 CONSUMERS RIGHTS
20.1 No statutory or other legal right of a Consumer shall be aﬀected by these Conditions or any standard or special conditions.
21 ASSIGNMENT AND OTHER DEALINGS
21.1 The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
21.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Company.
22.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
22.2 If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
23.1 A waiver of any right or remedy under the Contract or law 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 prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
24 THIRD PARTY RIGHTS
24.1 A person who is not a party to the Contract shall not have any rights to enforce its terms.
25.1 Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Company.
26 GOVERNING LAW
26.1 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 the law of England and Wales.
27.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims), save any disputes which are to be referred to arbitration in accordance with clause 16.
B. SPECIAL CONDITIONS FOR THE SUPPLY OF SEEDS
S1.1 Where a Contract for the supply of seeds has been concluded, the Company’s Standard Conditions will apply except in the event of conﬂict with the terms of the Special Conditions contained in Clauses S2 to S10 of “B SPECIAL CONDITIONS FOR THE SUPPLY OF SEED” where the “B SPECIAL CONDITIONS FOR THE SUPPLY OF SEED” will prevail.
S2.1 The supply of United Kingdom grown seeds is subject to harvest and the Company reserves the right in the event of market shortage to apportion such supplies as become available amongst its customers at its sole discretion.
S3 RETAIL SUBSTITUTION
S3.1 In accordance with usual trade practice the Company reserves the right to substitute a suitable alternative variety and to advise the Customer prior to delivery in the event that the variety ordered is not available, If the substituted variety is not acceptable to the Customer then the Customer must return it unopened to the Company within 14 days of receipt. The price paid and transport costs will be refunded in full to the Customer by the Company. In that event the Contract between the parties will then be deemed to be cancelled without any further liability to either party.
S4 LATENT DEFECTS
S4.1 Diseases of plants can be transmitted by the wind by insects by animals or by human agencies and may be seed borne or soil borne. The Company believes the seed which is the subject of the Contract to be free from latent defects but it is not a condition of sale nor does the Company warrant that any seeds sold shall be free from such defect and the Company accepts no liability in any manner whatsoever for the resultant crop.
S5 PLANT VARIETIES AND SEEDS ACT 1964 (AS AMENDED)
S5.1 The price of any variety which becomes the subject of a grant of plant breeders’ rights under the Plant Varieties and Seeds Act 1964 (as amended) will be adjusted to include the cost of any royalty payable to the owner of the right. If in the case of a variety which is already the subject of plant breeders’ rights there is any change of rate of royalty payable to the owner of the rights the price will be adjusted accordingly.
S6.1 No complaint relating to the supply of seed by the Company will be considered unless the Customer can prove on the balance of probabilities that the seed grown and alleged to have performed unsatisfactorily was in fact the seed supplied and that it was sown on pre‐prepared ground treated carefully and correctly throughout and subject only to such conditions as were likely to produce a favourable crop.
S6.2 Any complaint relating to seed performance must be made promptly. In the event of undue delay in the making of a complaint by a Customer to the Company and the Company suﬀering prejudice thereby the Company shall be relieved of all and any liability in respect of such complaint.
S6.3 It is speciﬁcally provided and agreed that any compensation and damages payable under any claim shall not in any circumstances amount in aggregate to more than the total value of the goods received.
S6.4 Without prejudice to the above [S6.3] the Seller shall not be liable in any manner whatsoever for any consequential losses, damage or injury howsoever caused which may arise out of or in connection with the sale of seed.
S7 SEED TREATMENT
S7.1 Where at the Customer’s request any treatment whether chemical or otherwise is applied to the seed the Company’s only duty shall be to ensure that such treatment is carried out in the correct manner and in accordance with the instructions given by the manufacturer of the chemical in question and the Company accepts no responsibility whatsoever for the eﬀectiveness of such treatment or for any damage direct or consequential which may result therefrom.
S7.2 Where the seeds have been treated with a liquid or powder to control pests or diseases or have been fumigated or pelleted, the purity and germination percentages are based on tests made before the treatment.
S8 REPRODUCTION OF SEED
S8.1 Where seed is oﬀered and sold for the production of consumer crops and not for reproduction of seeds no responsibility whatsoever can be accepted for any seed crops produced.
S9.1 The seed supplied is guaranteed to comply at the time of delivery with the U.K. Seeds Regulations currently in force. All information whether contained in the Company’s catalogue or given by staﬀ relating to varieties varietal characteristics or periods of maturity or ﬁtness for any particular purpose or otherwise relating to the performance of seeds is given for general guidance only as variations in local or climatic conditions can render such information inaccurate.
S9.2 Customers order seed at their own risk.
S10 LOOSE SMUT & BUNT
S10.1 Although every care is taken in the selection and testing of seed it is not a condition of sale nor does the Company warrant that the seed sold is free of loose smut and bunt and the Company will not accept any liability whatsoever for any damage direct or consequential which the Customer might suﬀer as a result of the presence of loose smut or bunt in the seed sold.
S11 INCORPORATION OF AIC
S11 All seed is sold under the terms and conditions of the AIC 16/11 Contract or any amendment or update to that contract issued prior to the date of transaction. Where there is contradiction between the Conditions and the AIC 16/11 Contract then the Conditions will prevail.
All Fertiliser is sold under the terms and conditions of the AIC 08/09 Contract or any amendment or update to that contract issued prior to the date of transaction. Where there is contradiction between the Conditions and the AIC 08/09 Contract then the Conditions will prevail.
D. ETI Base Code
The Company conforms to the Ethical Trading Initiative (ETI) Base Code.