Terms & Conditions

Agriweld Ltd – Terms and Conditions of Sale

The following document sets out the terms and conditions of sale to customers of Agriweld Ltd.

  1. DEFINITIONS AND INTERPERATION
    • In these conditions (unless the context otherwise requires) the following words/phrases have the following meanings:

Business Day: A Day (other than a Saturday, Sunday, or Public Holiday).

Conditions: The terms and conditions in this document as amended when required in accordance with clause 12.6.

Contract: The Contract between the Supplier and the Customer for the sale and purchase of the Goods in correspondence with these Conditions.

Customer: The person or company the Supplier supplies or is to supply Goods to following the Contract.

Force Majeure Event: Holds the meaning given in clause 11.

Goods: The Goods (or any part of them) set out in the order, including any modifications and/or repairs.

Order: The Customer’s order for the Goods as per the Customer’s purchase order form, order email, or other submission of order in a written form.

Specification: Any specification of the Goods, including any related plans and drawings that are agreed in writing by the supplier and the customer.

Supplier: Agriweld Ltd, Main Street, Garton-on-the-Wolds, Driffield, East Riding of Yorkshire, YO25 3ET. (Company number 04712195).

1.2 In these Conditions (unless the context otherwise requires).

1.2.1 Construction of these Conditions shall ignore the headings, all of which are for reference only.

1.2.2 Any reference to any legislative provision shall be deemed to include any subsequent re-enactment or amending provision; and

1.2.3 In the event that any provisions of the Contract conflict with these Conditions, the provisions of the Contract shall prevail.

  1. BASIS OF CONTRACT
    • These conditions apply to the Contract with the rejection of any other terms that the Customer seeks to designate or join, or which are implied by trade, customs, practice, or course of dealing.
    • The Order constitutes of a proposal by the Customer to purchase the Goods in accordance with the Conditions. The Customer is liable for ensuring that the terms of the Order and any applicable Specifications are complete and accurate.
    • The Order shall be deemed to be accepted when the Supplier issues an invoice or a written acceptance of the Order.
    • The Contract comprises the whole agreement between the parties. The Customer recognises that it has not depended on any statement, premise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
    • Any samples, drawings, descriptive matter, photos, or advertising produced by the Supplier and any descriptions or illustrations contained on the Supplier’s websites, social media, or brochures are produced for the sole purpose of providing an approximate idea of the Goods described in them. They shall not form any part of the Contract or have any contractual force.
    • A quotation for the Goods given by the Supplier shall not constitute a proposal. A quotation shall only hold validation for 14 Business Days from its date of issue (unless specified otherwise) and the Supplier reserves the right to revise the quotation prior to acceptance of an Order, or prior to the end of the 14 validated Business Days.

 

  1. SPECIFICATIONS
    • The Customer shall be responsible for ensuring the accuracy of the terms of the Order and shall give the Supplier any necessary information required for the Supplier to proceed with the Contract. Any failure to do so will entitle the Supplier to additionally charge the Customer for any costs incurred by such delay or to terminate the Contract immediately.
    • Where a representative of the Supplier completes an Order form on behalf of the Customer, the Customer shall be solely responsible for ensuring that all information recorded or detailed is correct, accurate and completely consistent with purchase requirements of the Customer.
    • The Supplier reserves the right to make any changes in the Specification of the Goods to comply with any relevant safety or statutory requirements, or where the Goods are to be supplied to the Supplier’s Specification, which do not materially affect the quality or performance, without notice.
    • The Customer shall indemnify the Supplier against all claims, damages, costs, penalties, and expenses incurred by the Supplier or to which the Supplier may become liable if any work done in accordance with the Customer’s Specifications involves an infringement of a registered design, trademark, patent, or other intellectual property right.
    • No Contract may be cancelled by the Customer except with the written agreement (signed by a director) of the Supplier and on the terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the supplier because of cancellation.
    • Any plans, drawings, or technical documents or software, or computer based, or transmitted information prepared by the Supplier and submitted to the Customer prior or subsequent to the formation of the Contract shall remain the property of the Supplier and shall be returned to the Supplier on demand. The Customer shall not without the Supplier’s written consent copy the said plans, drawings, or technical documents or software, or computer based or transmitted information or any part of them or part possession with them or disclose them or any part of them to others or allow others to use or copy them nor will the Customer use or allow any third party to use the said plans, drawings, or technical documents or software, or computer based or transmitted information other than in connection with the installation or assembly or use of the Goods or performance of the services.
    • Contracts are conditional upon the Supplier receiving any necessary licenses to purchase, import or use the goods and any required raw materials, spare parts, or components and upon the Supplier being able to obtain such goods, raw materials, spare parts, and components.
  2. Price and Payment
    • The price of the Goods shall be the price set out in the Order or invoice, or, if no price is quoted, the price set out in the Supplier’s price list in force as at the date of delivery.
    • Prices quoted, unless otherwise stated, exclude the cost of delivery. Carriage may be quoted upon request and shown on the Order or invoice. All packaging materials is chargeable as extra.
    • The Supplier reserves the right, at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Supplier in executing the Contract due to any factor beyond the control of the Supplier, such as, without limitation,
      • Any increase in the costs to the Supplier of the Goods
      • Any increase in the cost of labour, raw materials, overheads, transport or currency, any change in delivery dates, collection dates, delivery locations, quantities, or specifications for the Goods arising because of any error or omission by or changes requested by the Customer,
      • Or any delay or interruption on the Contract not attributable to the Supplier, any costs to the Supplier resulting from delay by the Customer in giving to the company information sufficient to enable it to supply the Goods,
      • Any extra costs to the Supplier resulting in the Goods being carried, at the request of the Customer, by carriers or modes of transport more expensive that the Supplier’s normal form of transport.
    • The price shall exclude any insurance, transport, import, export, delivery documentation, customs, and/or duty charges, which the customer shall be liable to pay in addition to the price.
    • The price of the Goods is exclusive of amounts in respect of Value Added Tax (VAT) the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on supply of the goods.
    • The Supplier may invoice the Customer for the Goods on or at any time after the formation of the Contract. Goods will not be dispatched or made available for collection until full payment is received unless other payment terms have been agreed in writing by the Supplier.
    • Notwithstanding any differing payment terms that may have been agreed, the Customer shall pay the invoice in full in cleared funds prior to delivery or collection of the Order. Payment shall be made to the bank account nominated in writing by the supplier via Bank Automated System (BACS) or Cheque payable to the supplier. Timely payment is of the essence.
    • If the customer fails to make payment due to the Supplier under the Contract by the due date for payment, or once the Order is complete and ready and the Supplier has notified the Customer that payment is due the Supplier reserves the right to terminate the Contract and sell or otherwise dispose of the Goods.
  3. DELIVERY
    • The dates mentioned in any quotation, Order, acceptance form of elsewhere for delivery of the Goods are approximate only and time for delivery is not of the essence and shall not be made so by the service of any notice. The Supplier accepts no liability for failure to deliver on or by a particular date or dates.
    • The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time before the dispatch of the Goods from the Supplier’s premises.
    • Delivery of the Goods shall be deemed completed on the Goods’ arrival at the Delivery Location.
    • The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    • All Goods must be inspected by the Customer on Delivery and any non-delivery, shortages in delivery or damage to or breakages of the Goods must be notified to the carrier concerned at the time of delivery and notified to the Supplier within 24 hours of delivery of the Goods.
  4. GUARENTEES
    • Any components or parts not of the Supplier’s own manufacture incorporated in the Goods or sold by the Supplier are not guaranteed by the Supplier, but carry the makers guarantee only and the Supplier shall use reasonable endeavours to assign the customer the benefits of any guarantee obtained by it from the manufacturer or supplier, subject to clause 6.4.
    • The Supplier warrants that on date of dispatch all ‘Box Rotators’ carry a warranty period of 2 years and all other Goods with a serial number carry a period of 1 year, unless otherwise stated in writing by the Supplier. (Warranty Period) the Goods shall:
      • Conform in all material regards with their description and the Specification.
      • Be liberated from material defects in design, material, and workmanship.
      • Be fit for any purpose held out by the Supplier.
      • Be of good quality (within the meaning of the Sale of Goods Act 1979).
    • Subject to clause 6.4, if:
      • The Customer gives notice in writing to the Supplier during the Warranty Period within a reasonable time of discovery that some or all the Goods do not comply with the Warranty set out in Clause 6.1.
      • The Supplier is given reasonable opportunity to examine such Goods.
      • The Customer (if asked by the Supplier) returns such Goods to the Supplier’s address at the Supplier’s cost, the Supplier shall repair, replace, or refund the price of the defective Goods in full, the Supplier shall make the choice that is most fitting.
    • The Supplier shall not be liable for Goods’ failure to comply with the Warranty set out in clause 6.2 in any of the following events:
      • The Customer makes any further use of such Goods after giving notice in accordance with clause 6.3.
      • The defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same.
      • The defect arises because of the Supplier following any drawing, design or Specification supplied by the Customer.
      • The Customer orders or repairs such Goods without the written consent of the Supplier.
      • The defect arises because of fair wear and tear, wilful damage, negligence, acts of vandalism, accidental damage or abnormal storage or working conditions.
      • The Goods differ from the Specification because of changes made to ensure that they comply with applicable statutory or regulatory requirements.
    • Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the Warranty set out in clause 6.2.
    • Except as set out in these Conditions, all Warranties, Conditions, and other terms implied by statute or common law are to the fullest extent permitted by law, excluded from the Contract.
    • These Conditions shall not apply to any repair or replacement Goods supplied by the Supplier.
  5. LIMITATION OF LIABILITY

7.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

7.1.1 Death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors (as applicable).

7.1.2 Fraud or fraudulent misrepresentation.

7.1.3 Breach of terms implied by section 12 of the Sale of Goods Act 1979.

7.1.4 Defective products under the Consumer Protection Act 1987; or

7.1.5 Any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

7.2 Nothing in these Conditions shall have the effect of excluding or limiting liability to a person for death, personal injury, or damage to property where such exclusion from liability is prohibited by section 7 of the Consumer Protection Act 1987.

7.3 Subject to clause 7.1:

7.3.1 The Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

7.3.2 The Supplier’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 paid for the Goods by the Customer.

  1. CUSTOMER’S INSOLVENCY OR INCAPACITY

8.1 If the Customer becomes subject to any of the events listed in Clause 8.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Supplier without incurring any liability to the Customer and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due.

8.2 For the purpose of clause 8.1, the relevant events are:

8.2.1 The Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debt, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;

8.2.2 The customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts or makes a proposal for or enters a compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer.

8.2.3 (Being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer.

8.2.4 (Being an individual) the Customer is the subject of a bankruptcy petition or order.

8.2.5 A creditor or encumbrancer of the Customer attaches or takes possession, or a distress, execution, sequestration, or other such process is levied or enforced on or sued against, the whole or part assets and such attachment or process is not discharged within 14 days.

8.2.6 (Being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer.

8.2.7 (Being a company) a floating charge holder over the Customer’s assets have become entitled to appoint or has appointed an administrative receiver.

8.2.8 A person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over a Customer’s assets.

 8.2.9 Any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect or equivalent or similar to any of the events mentioned in clauses 8.2.1 to 8.2.8 (inclusive).

8.2.10 The Customer suspends, threatens to suspend, ceases, or threatens to cease to carry on all or substantially the whole of its business.

8.2.11 The Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and

8.2.12 (Being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation.

8.2.13 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

  1. IMPORT DUTY

9.1 If a Customer orders the Goods for delivery outside of the United Kingdom, the Goods may be subject to import duties and taxes which are levied when the Goods reach the specified destination. The Customer shall be responsible for payment of such import duties and taxes. It shall be the Customers responsibility to contact its local customs office for further information before placing an order.

9.2 It shall be the Customer’s responsibility to comply with all applicable law and regulations of the country for which the Goods are destined. The Supplier shall have no liability for any breach by the Customer of any such laws.

9.3 The Supplier may pay the import duties and taxes on the Customers behalf; the Customer is responsible to pay in full any amount the Supplier pays in respect of import duties and taxes.

9.4 The Goods may be held by the Suppliers export hauliers until payment of the import duties and taxes is received from the Customer. It is the Customer’s responsibility to pay in full the import duties and taxes, and any additional fees/charges in respect of the Goods being held.

  1. TITLE AND RISK

10.1 The risk in the Goods shall pass to the Customer on notification by the Supplier that the Goods are ready for delivery or collection.

10.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full including any VAT payable (in cleared funds) for the Goods and any other Goods that the Supplier has supplied to the Customer in respect of which payment has become due.

10.3 Until title to the Goods has passed to the Customer, the Customer shall:

10.3.1 Hold the Goods on a fiduciary basis as the Supplier’s Bailee.

10.3.2 Hold the Goods separately from all other goods held by the Customer so they remain readily identifiable as the Supplier’s property.

10.3.3 Not remove, deface, or obscure any identifying mark on or relating to the Goods.

10.3.4 Maintain the Goods in satisfactory condition and keep them insured against all risks from the date of notification that the Goods are ready for delivery or collection.

10.3.5 Notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.2; and

10.3.6 Give the Supplier such information relating to the Goods as the Supplier may require from time to time.

However, the Customer may use the Goods, in the ordinary course of its business.

10.4 If before the title to the Goods passed to the Customer the Customer becomes subject to any of the events listed in clause 8.2, or the Supplier reasonably believes any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into any other product, without limiting any other right or remedy. The Supplier may at any time require the Customer to delivery up the Goods and if the Customer fails to do so promptly, enter any premises of the Customer or any third party where the Goods are stored to recover them.

  1. FORCE MAJEURE

11.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event.

11.2 A Force Majeure Event means any event beyond a party’s reasonable control, which by nature could not have been foreseen, or if it could have been foreseen, was unavoidable, including, but not limited to:

11.2.1 Strikes, lockouts or other industrial disputes (whether involving its own workforce or a third party’s).

11.2.2 Failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, loss at sea, collapse of building structures, fires, floods, storms, earthquakes, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

  1. GENERAL

12.1 Assignment and subcontracting

12.1.1 The Supplier may at any time assign, transfer, charge, subcontract, or deal in any other matter will all or any of its rights or obligations under the Contract.

12.1.2 The Customer may not assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Supplier.

12.2 Notices

12.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally. Sent by pre-paid first-class post, recorded delivery or commercial courier.

12.2.2 A notice or other communication shall be deemed to have been received; if delivered personally, when left at the address referred to in clause 12.2.1; if sent pre-paid first-class post or recorded delivery, at 9.00am on the second Business Day after posting; if delivered by commercial courier, on the date and time that the courier’s delivery receipt is signed.

12.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

12.3 Severance

12.3.1 If any court of competent authority finds that any provision of the Contract (or any part of any provision) is invalid, illegal, or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be removed, and the validity and enforceability of the other provisions of the Contract shall not be affected.

12.3.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable, and legal if some part of it were removed, the provision shall apply with the minimum modification necessary to make it legal, valid, and enforceable.

12.4 Waiver

12.4.1 A wavier of any right or remedy under the Contract is only effective if given in writing and shall not be deemed to be 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. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

12.5 Third party rights

12.5.1 A person who is not a party to the Contract shall not have any rights under or in connection with it.

12.6 Variation

12.6.1 Except as set out in these Conditions, any variation to the Contract including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Supplier, except where other Contracts from the Supplier apply in addition to this Contract.

12.7 Governing law and jurisdiction

12.7.1 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 and claims), shall be governed by, and construed in accordance with, the Laws of England and Wales, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

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