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Farmbits Ltd Terms & Conditions |
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1. DEFINITIONS
In these Conditions:-
"Company" means Farm Bits Direct Limited;
"Customer" means the person who contracts with the Company for the
sale of Goods by the Company;
"Contract" means the contract for the sale of Goods by the Company
to the Customer;
"Conditions" means the standard terms and conditions of sale of the
Company set out in
this document and (unless the context otherwise requires) includes
any special terms
and conditions agreed in writing between the Company and the
Customer;
"Goods" means the goods which the Company is to sell under the
Contract upon the
Conditions;
"Contract Price" means the price payable by the Customer for the
Goods inclusive of any increases made pursuant to these Conditions.
2. BASIS OF THE SALE
The Company shall sell and the Customer shall purchase the Goods in
accordance with any offer of the Company which is accepted by the Customer
or any offer of the Customer which is accepted 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 offer
is accepted or purported to be accepted or any such offer is made or
purported to be made by the Customer.
3. ORDERS AND SPECIFICATIONS
3.1 The quantity quality and description of and any specification for
the Goods shall be those set out in the Company's offer (if accepted by the
Customer) or the Customer's offer (if accepted by the Company).
3.2 No offer from either party which has been accepted by the other
party may be cancelled by the Customer except with the agreement in writing
of the Company and on terms that the Customer shall indemnify the Company in
full against all loss (including loss of profit), costs (including the cost
of all labour and material use), damages, charges and expenses incurred by
the Company as a result of cancellation.
3.3 The Contract is made subject to the availability of the Goods in
stock and the Company reserves the right to alter the specification of or to
withdraw any or all of the Goods without prior notice to the Customer.
4. PRICES
4.1 The price of the Goods shall be the Company's quoted price. All
prices quoted are valid for 30 days only or until earlier acceptance by the
Customer after which time they may be altered by the Company without giving
notice to the Customer.
4.2 The Company reserves the right by giving notice to the Customer at
any time before delivery of the Goods to increase the price of the Goods to
reflect any increase in the cost to the Company which is due to any factor
beyond the control of the Company, any change in delivery dates for the
Goods and any delay caused by any instructions of the Customer or failure of
the Customer to give the Company adequate information or instructions
4.3 Except as otherwise stated under the terms of any quotation and
unless otherwise agreed in writing between the Customer and the Company all
prices are given by the Company on an ex works basis and where the Company
agrees to deliver the Goods otherwise than at the Company's premises the
Customer shall be liable to pay the Company's charges for transport,
packaging and insurance
4.4 The price is exclusive of any applicable value added tax which the
Customer shall pay to the Company in addition to the price.
5. PAYMENT
5.1 All invoices are payable without discount or deduction of any kind
in pounds sterling on the Invoice date unless otherwise agreed by the
Company in writing ("the due date").
5.2 Time for payment shall be of the essence of the Contract. If the
Customer fails to pay the invoice price by the due date then, without
prejudice to any other right or remedy available to the Company, the Company
shall be entitled to charge the Customer interest (both before and after any
judgement) on the amount unpaid at the rate of 4% per annum above National
Westminster Bank plc base rate from time to time until payment in full is
made (a part of a month being treated as a full month for the purpose of
calculating interest).
6. DELIVERY
6.1 Delivery of the Goods shall be made by the Customer or its agent
collecting the Goods at the Company's premises at any time after the Company
has notified the Customer that the Goods are ready for collection unless
alternative arrangements are made (eg delivery by the Company at its current
delivery charge rate).
6.2 Any dates quoted for delivery of the Goods are approximate only and
the Company shall not be liable for any delay in delivery of the Goods
howsoever caused.
7. TITLE
7.1 Upon delivery of the Goods to the Customer or its agent the risk
shall pass but the Goods shall remain the property of the Company until such
time as payment is received by the Company for the Goods and there are no
other amounts outstanding from the Customer to the Company in respect of
other goods supplied by the Company under any other contract. The Customer
acknowledges that until such time he is in possession of the Goods solely as
bailee for the Company and if so required shall store the Goods separately
from his own goods and in such a fashion as to be readily identifiable as
the property of the Company.
7.2 Before title has passed to the Customer under the terms of 7.1
hereof and without prejudice to any of its other rights 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 forthwith to enter upon any
premises of the Customer or any third party by its servants or agents to
repossess the Goods.
8. CLAIMS NOTIFICATION
8.1 It is the duty of the Customer to inspect all Goods immediately upon
delivery.
8.2 Any claim for non-delivery of any Goods shall be notified by the
Customer to the Company within 14 days of the date of the Company's invoice.
8.3 Any claim that Goods are not of the correct quantity or that Goods
do not comply with the Company's offer as accepted by the Customer or the
Customer's offer as accepted by the Company shall be notified by the
Customer to the Company within 48 hours of the delivery of the Goods.
8.4 Any claim that any Goods have been delivered damaged or that any
Goods are defective shall be notified in writing by the Customer to the
Company within 3 days of the Goods being delivered or collected which the
Customer agrees are reasonable periods in which to discover such damage and
defects in the Goods.
8.5 Any claim under this Condition must be in writing and must contain
full details of the claim.
8.6 Any claim made by the Customer under the Contract shall not entitle
the Customer to return the Goods to the Company but rather the Company shall
be afforded reasonable opportunities and facilities to investigate any
claims made under this Condition at the Customer's place of business if it
should so elect. The Customer shall if so requested in writing by the
Company promptly return any Goods which are the subject of any claim
together with any packing securely packed and carriage paid to the Company
for examination and such Goods shall remain at the Customer's risk.
8.7 In the event of any examinations or investigation carried out by the
Company on allegedly defective Goods revealing no defect for which the
Company is liable then the Company shall not be liable for damage caused to
or incurred by the Goods as a result of such tests or investigations made by
the Company.
8.8 Compliance by the Customer with all the provisions of this condition
8 is a condition precedent to any liability of the Company in respect of the
claim or defect alleged.
9. SCOPE OF CONTRACT
9.1 Under no circumstances shall the Company have any liability of
whatever kind for:
any defects resulting from wear and tear, accident, improper use by
the Customer or any third party, storage of the Goods by the Customer
otherwise than in accordance with the instructions or advice of the Company
or the supplier or manufacturer of the Goods, neglect or from any
instructions or materials provided by the Customer;
9.2 Goods which have been adjusted, altered, modified, repaired or had
other work carried out otherwise than by the Company;
9.3 the suitability of the Goods for use under specific conditions
whether or not the conditions were known or communicated to the Company
although advice provided at the request of the Customer is given to the best
of the Company's knowledge and on the basis of its research and experience;
9.4 any information, recommendations, statements or advice furnished by
the Company its servants or agents not given in writing in response to a
specific written request from the Customer before the Contract is made.
10. EXTENT OF LIABILITY
10.1 The Company shall have no liability to the Customer (other than
liability for death or personal injury resulting from the Company's
negligence) for any loss or damage of any nature arising from any breach of
any express or implied warranty or condition of the Contract or any
negligence breach of statutory or other duty on the part of the Company or
in any other way out of or in connection with the performance or purported
performance of or failure to perform the Contract except in accordance with
this Condition.
10.2 Subject to the Customer complying with the provisions of condition 8
hereof if the Customer establishes that any Goods have not been delivered,
have been delivered damaged, are not of the correct quantity or the Goods do
not comply with the offer for the Goods or are defective the Company shall
at its option replace with similar goods any Goods which are missing, lost
or damaged or do not comply with the said offer or allow the Customer credit
for their invoice value or repair any damaged Goods.
10.3 The delivery of any repaired or replacement Goods shall be at the
Company's premises or other delivery point specified for the original Goods.
10.4 Under no circumstances shall the Company be liable for any claim
made by the Customer for consequential or economic loss or damage.
10.5 Under no circumstances (other than liability for death or personal
injury resulting from the Company's negligence) shall the liability of the
Company to the Customer exceed the invoice value of the Goods.
11. GENERAL
11.1 The Contract is between the Company and the Customer as principals
and shall not be assignable by the Customer without the express written
consent of the Company.
11.2 The Company shall have a lien on all the Customer's property
including any Goods in the Company's possession for all sums due at any time
from the Customer and shall be entitled to use sell or dispose of that
property as agent for and at the expense of the Customer and apply the
proceeds in and towards the payment of such sums on 28 days' notice in
writing to the Customer. Upon accounting to the Customer for any balance
remaining after payment of any sums due to the Company and the costs of sale
or disposal the Company shall be discharged of any liability in respect of
the Customer's property.
12. FORCE MAJEURE
The Company shall not be liable for any failure in the performance
of any of its obligations under the Contract caused by factors outside its
control.
13. NOTICES
Any notice to be given under the Contract shall be in writing and
telexed sent by facsimile transmission or forwarded by first class prepaid
letter post to the receiving party at its business address as last notified
in writing to the other party and shall be deemed to have been given on the
date of the telex or facsimile transmission or on the day following that on
which the transmission or on the day following that on which the notice was
posted
14. LAW AND CONSTRUCTION
14.1 The Contract shall be governed by English law and the Customer
consents to the exclusive jurisdiction of the English courts in all
matters regarding the Contract except to the extent that the Company invokes
the jurisdiction of the courts of any other country.
14.2 If any part of these Conditions be found to be unreasonable invalid
or unlawful under any enactment or rule of law pertaining thereto the Court
or other competent tribunal shall have the power to strike out or override
that part whether it be an entire condition or conditions or some part or
parts thereof and enforce these Conditions as if the unreasonable invalid or
unlawful part or parts aforesaid had not been included.
15. DATA PROTECTION. The Company may carry out a search through a credit reference agency or make enquiries about the Directors or Owners of the
Customer. A record of our search will be kept. Information on the
credit performance of the customer will be maintained and may
be made available to other organisations to assess the customer’s credit worthiness.
16. Where payment in full in respect of any consignment is not made
on or before the due date the Company shall have the right
to retain any further Goods which may be due for delivery until such time as all outstanding amounts are paid in full together
with such amounts as the Company in its discretion may request on account of the value of the Goods awaiting delivery
17. Payment shall become due immediately upon the occurrence of any of the following:-
[i] the commission of any act of bankruptcy by the Customer
[ii] the appointment of any receiver of the Customer
[iii] the commencement of any proceedings for the winding up of the Customer
[iv] the giving of notice of intention to move a resolution that the customer be wound up
[v] the presentation of a petition for an Administration Order in respect of the Buyer
[vi] the making of a proposal for a composition in satisfaction of the Customer’s debts or for a scheme of arrangement of the
Customer’s affairs.
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