1. Definitions.
- For the purposes of these Conditions of Sales, the following definitions apply:
- Buyer means the person who buys or agrees to buy the goods from the Seller.
- Conditions means the terms and conditions of the sale set out in this document and any special terms and conditions agreed in writing by the Seller.
- Delivery Date means the date specified by the Seller when the goods are to be delivered.
- Goods means the articles which the Buyer agrees to buy from the Seller.
- Price means the price for the Goods excluding carriage, packing, insurance and VAT.
- Seller means Danagri-3S Limited whose registered office is The Livestock Centre, Tasley, Bridgnorth, Shropshire WV16 4QR.
- Commission means to set up and make operational.
2. Conditions Applicable.
2.1 These conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order or confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyers acceptance of these conditions.
2.4 Any variation to these Conditions (including special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the seller.
2.5 Each order received and accepted by the Seller will be deemed to form a separate contract to which these conditions of sale shall apply and any waiver or any act non-enforcement or variation of terms or part thereof on the part of the Seller shall not bind or prejudice the Seller in relation to the application of these conditions to any other instalment or delivery when-soever arising.
3. The Price and Payment.
3.1 The Price of the Goods shall be the price stipulated in the Seller’s published price list current at the date of delivery of the Goods.
3.2 Payment of the Price and VAT shall be made on or before the agreed date in accordance with the terms agreed between the Seller and the Buyer for the operation of the account between them. If no such agreement exists payment shall become due within 14 days of the date of the invoice.
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until payment at a rate of 3% above the NatWest Bank PLC base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.
3.4 The Seller withholds the rights to at any time revise the prices quoted after the date of the Seller’s acceptance of an order to take into account increases in costs by suppliers to the Seller, extra costs incurred as a result of cancellation, alteration or re-scheduling of orders due to the Buyer’s instructions or lack of instructions and increases or impositions of government taxes and levies.
4. Delivery of the Goods.
4.1 Due delivery of the Goods shall be deemed to have been made when the Seller supplies the Goods to the Buyer’s place of work or such other place as has been agreed in writing by the Company.
4.2 The risk in the Goods shall pass to the Buyer upon such delivery taking place.
4.3 The Buyer shall be entirely responsible for the unloading of the Goods.
5. Passing of Property and Risk.
5.1 In spite of delivery having been made property in the goods shall not pass from the Seller until:
5.1.1 the buyer shall have paid the Price plus VAT in full; and
5.1.2 no other sums whatever shall be due from the Buyer to the Seller.
5.2 Until the property in the Goods passes to the Buyer in accordance with clause 5.1 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Sellers property.
5.3 Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold by the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned or controlled by the Buyer where the Goods are situated and repossess the Goods.
5.4 If the Buyer fails to make payment for the Goods in accordance with this contract of sale or commits any other breach of this contract of sale or if any distress or execution shall be levied upon any of the Buyer’s goods or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy;
or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstitution without insolvency) shall be passed or presented or if a receiver administrator administrative receiver or manager shall be appointed over the whole or any part of the Buyer’s business;
or assets or if the Buyer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately. The Seller may in its absolute discretion and without prejudice to any other rights which it may have:
5.4.1 suspend all future deliveries of Goods to the Buyer and/or terminate the contract without liability upon its part; and/or exercise any part of its rights pursuant to clause 5.
5.5 If any Goods are incorporated in or used in the manufacture of or as parts for other goods before such payment the property in the whole of such other goods shall be and remain with the Seller until such payment has been made, or the other goods have been sold as aforesaid, and the Seller’s rights hereunder in the goods shall be extended to those other goods.
6. General Clauses.
6.1 In the event of breach of this contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Goods.
6.2 The Buyer shall inspect the Goods on Delivery and shall within three days of delivery notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with description or sample. The Buyer shall afford the Seller an opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Buyer shall have deemed to have accepted the Goods.
6.3 All terms, conditions and warranties (whether implied or made expressly) whether by the Seller or its servants or agents or otherwise (other than those express warranties set out in the current edition of the Seller’s specification) relating to the quantity and/or fitness for the purpose of the Goods or any of the Goods are excluded.
6.4 All warranties and conditions whether implied by statute or otherwise are excluded from this contract. Provided that nothing in this contract shall restrict or exclude Liability for death or personal injury caused by the negligence of the Seller or affect the statutory rights of the Buyer dealing as a consumer.
6.5 In no event shall the Seller be under any liability whatsoever and however arising for any loss of profit, interruption of business or any other indirect special or consequential losses of any type arising or alleged to have arisen, out of any act or default of the Seller in respect of its obligation hereunder.
6.6 The Buyer shall indemnify the Seller in respect of all damage or injury occurring to any person or property arising out of the act, default or negligence of the Buyer or any loss consequential thereon and against all actions suits claims demands charges or expenses in connection therewith.
6.7 The Seller shall not be liable for any delays or failure on performance of its obligations under the contract which is due to or results from any circumstances beyond the Seller’s reasonable control.
6.8 The Seller’s warranty period is one year from the date of delivery.
6.9 In the case of the goods not manufactured by the Seller, the Seller will pass on to the Buyer the extent that it is able any benefits obtainable under any warranty given by the Seller’s supplier provided that payment has been made for the relevant goods.
6.10 No liability will be accepted by the Seller in respect of damage to or shortage or defect in the Goods unless such occurrences are notified to the Seller within three days of the date of delivery except in the case of a defect which was not apparent on reasonable inspection, then the time period for notifying the Seller shall be extended to fourteen days from the date of delivery The Seller accepts no liability in respect of damage or shortage or defects caused by the act or omissions of the Buyer or of others by causes beyond the Seller’s control.
6.11 The Seller’s liability in respect of Goods supplied shall be strictly limited to making good any shortage or repairing or replacing Goods found to be damaged or defective as notified in clause 5. Provided always that the Buyer shall not be entitled to receive from the Seller any greater benefit under the provisions of this clause then shall be recovered by the Seller under any guarantee or warranty given to the Seller by the manufacturer or supplier of the Goods.
6.12 The Seller is a supplier of equipment only. Any technical assistance whatsoever given by the Seller or its servants or agents to the Buyer or any customer or potential customer from the Buyer whether in connection with any project of the Buyer or of such customer or potential customer or in connection with the suitability of any goods supplied or to be supplied by the Seller to the Buyer or to any customer or potential customer from the Seller (including assistance in designing systems and construing specifications required to be met by the Buyer and/or offered by the Seller’s supplier) or otherwise howsoever is given gratuitously and without any liability whether to the Buyer or to any person firm or company dealing with the Buyer.
6.13 Without prejudice to the generality of clause 6.12 above any figures given for the performance of goods and any calculated capacities quoted are based on the Seller’s experience and are in accordance with the Seller’s stated requirements for satisfactory use of the goods. They are further based on the assumption that any figures supplied by the Buyer or (as the case may be) by any customer or potential customer from the Buyer are true and accurate. The Seller shall not be under any liability or obligation whatsoever either directly or indirectly if such performance figures are and/or calculated capacities are not obtained or achieved by the Buyer or (as the case may be) by any customer or potential buyer from the customer.
6.14 Without prejudice to the generality of Clauses 6.12 and 6.13 above;
i) All drawings particulars of weights and dimensions and shipping air freight and other specifications prepared and or supplied by the Seller are approximate only and whilst every effort is made by the Seller to ensure that they are accurate the Seller shall not be liable for any loss arising from any error or inaccuracy therein.
ii) Every effort is made by the Seller to ensure that figures and information contained in quotations and acknowledgments of orders (whether written or verbal) and in dispatch and delivery notes and invoices are correct and accurate but no warranty is given as to their correctness or accuracy and the Seller shall not be liable for any loss arising from any error or inaccuracy therein. Pursuant to its policy of continuing improvement the Company reserves the right without notice to alter or add to any drawing(s) or specification(s) prepared for and/or supplied to the Buyer. The Seller makes no warranty that any foundation drawings and/or base details suggested by it will be adequate and the Buyer must rely on his own advice from an architect and/or surveyor as to whether the site in question will bear and withstand the necessary loadings.
7. Insurance of the Good
7.1 The Buyer shall insure and keep insured the Goods to the Full Price against “all risks” to the reasonable satisfaction of the Seller until the date that the property in the Goods passes from the Seller and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
8. Return of Good
8.1 No Goods delivered to the Buyer which are in accordance with the contract will be accepted for return without the prior written approval of the Seller on terms to be determined at the absolute discretion of the Seller.
8.2 If the Seller agrees to accept any such Goods for return the Buyer shall be liable to pay a handling charge of 10% of the invoice price. Such goods must be returned to the Buyer carriage-paid to the Seller.
8.3 Goods returned without prior written approval of the Seller may at the Seller’s discretion be returned to the Buyer or stored at the Buyer’s cost without prejudice to any rights or remedies the Seller may have.
8.4 The Buyer shall not assign or transfer the whole or any part of its rights or obligations under this contract to any person company or firm.
9. Commissioning of Goods.
9.1 In relation to re-conditioned Goods the Buyer shall afford the Seller an opportunity to Commission the Goods within a reasonable time following delivery and before any use is made of them. If the Buyer shall fail to comply with this provision the Goods shall be conclusively presumed to be in accordance with the contract and fully Commissioned and the Buyer shall be deemed to have accepted the Goods.
10 Electrical Goods.
10.1 Any electrical equipment purchased from the Seller must be connected by qualified electricians to British Standards of safety and relevant codes of practice. The Seller will accept no responsibility for connection of electrical equipment by outside contractors.
11. Proper Law of Contract.
11.1 This contract is subject to the law of England and Wales.
12. Headings.
12.1 All headings are for ease of reference only and shall not affect the constitution of this contract.
13. Severance.
13.1 Any provision of this contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of this contract.
