Standard Conditions of Trade
General The following conditions shall apply to the sale of any Goods, products or services, and to the servicing or repair of Goods supplied by Crop Solutions Ltd (hereinafter called “the Company”), to the exclusion of all other terms and conditions which the Buyer may purport to apply under any offer or similar document or in correspondence. No alterations or additions to, nor exclusion of, any part of these conditions shall be valid in law unless specifically agreed in writing by a Director or authorised employee of the Company. Nothing in the Buyer’s Terms of Purchase shall override, cancel or modify any of the Company’s Standard Conditions of Trade.
‘Buyer’ herein shall include buyer, hirer, lessee, owner or any other person who is in charge of Goods supplied by the Company.
‘Goods’ shall include materials, equipment, products, spare parts and any other items or services supplied, serviced, repaired, loaned or hired by the Company.
‘Writing’ shall include writing, email, facsimile, electronic transmission and any other comparable means of communication.
Basis of Sale
Ownership and title to Goods supplied by the Company shall remain with the Company until
a) The Buyer shall have paid the price plus VAT in full and
b) no other sums whatever shall be due from the Buyer to the Company.
The price quoted by the Company is exclusive of VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery.
At any time before delivery, the Company may adjust the sale price of the Goods to reflect any increase in costs (e.g. a material fluctuation in exchange rates, an increase in the cost of the Goods purchased by the Company, an increase in the shipping costs, etc).
Quotations lapse after a period of 30 days (unless otherwise stated).
In the case of international sales, unless otherwise agreed , the Buyer shall be fully responsible:
a) to pay all duties, taxes and other charges imposed by any government on the Goods or on the purchase, exportation or importation of the Goods; and
b) for compliance with applicable legal requirements for exportation and importation of the Goods.
The Company shall sell and the Buyer shall purchase the Goods in accordance with the Standard Conditions of Trade, provided that the Company has accepted the order placed by the Buyer. The Company shall only accept the order placed by the Buyer after the offer made by the Company in the form of a Sales Order is deemed to have been confirmed by the Buyer.
Any typographical, clerical or other error or omission in any sales literature or other document issued by the Company shall be subject to correction without any liability on the part of the Company.
Delivery dates and times named by the Company for the delivery of its Goods is an estimate only, and whilst every effort will be made to deliver on time, the Company will not be liable for any consequences of a delay in delivery.
Delivery may take place in instalments, in which case, each delivery will be treated as a separate contract.
Delivery may not take place if the Company believe it would be unsafe, unlawful or unreasonably difficult to do so, or the premises (or access to them) are unsuitable for the delivery vehicle.
Risk of damage to, or loss of the Goods, shall pass to the Buyer on delivery of said Goods. If the Buyer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery, then without prejudice the Company may store the Goods until actual delivery is made and charge the Buyer for reasonable costs of storage and re-delivery.
The Buyer must inspect the Goods on delivery. If any Goods are damaged (or not delivered), then the Buyer must inform the Company in Writing within 72 hours of delivery (or the expected delivery time). The Company must be allowed reasonable time and access to inspect any damaged Goods.
Under no circumstances will either party be responsible for loss of use, loss of customers, lost profits, interruption of business, cover or any other special, incidental or consequential damages regardless of cause.
The Company warrants that Goods manufactured by the Company are free from defects in workmanship and materials and comply in all material respects with the contractual specification for 12 months following despatch, their shelf life or such period given by the Company in writing whichever is shorter.
If the Buyer establishes to the Company’s reasonable satisfaction there is a defect in the Goods or workmanship of the Goods, then the Company shall at its option and within a reasonable time;
a) arrange for the repair or making good such defect free of charge to the Buyer, or
b) replace such Goods with Goods which are in all respects in accordance with the contract and fit for purpose.
Any Goods repaired or replaced shall be re-delivered to the Buyer free of charge to the original point of delivery.
The Company will not be responsible for defects caused under the following circumstances:
a) the Buyer makes further use of the Goods where notification given of an identified defect; or
b) the defect arise because the Buyer failed to follow the Company’s oral or written instructions as to the handling, storage, installation, use or maintenance of the Goods; or
c) the Buyer alters or repairs the Goods without the written consent of the Company.
If the order is cancelled by the Buyer (for any reason), then the Buyer must pay the Company for all Goods the Company holds (or are committed to) for that order.
The Company may suspend or cancel the order if in the event that proceedings in bankruptcy or insolvency are instituted by or against the Buyer, or a receiver is appointed, or if any substantial part of the assets of the Buyer is the object of attachment, sequestration or other type of comparable proceeding, and such proceeding is not vacated or terminated within thirty (30) days after its commencement or institution or the Buyer fails to honour their obligations under these terms.
Payment must be made by cash or cleared funds before the Goods are despatched unless you have an approved credit account.
If you have an approved credit account, payment is due within 30 days of the invoice date in the currency designated by the Company (unless otherwise agreed).
Failure to pay in full by the due date could result in any (or all) of the following: –
a) Suspension or cancellation of future deliveries.
b) Cancellation of any discount offered to you.
c) Interest charged on late payments at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998, from the date of the invoice until payment.
d) A claim a ‘fixed sum’ compensation from the Buyer to cover the Company’s credit control overhead costs. e) Recover the cost of taking legal action to make the Buyer pay.
f) Taking legal action to recover the full costs personally from a Director, Owner, Partner or other responsible individual representing the Buyer.
g) Where the Buyer has an approved credit account, the Company may withdraw or reduce the Buyer’s credit limit and/or bring forward the due date for payment.
h) The Company shall be entitled to enter the Buyer’s premises and to physically re-possess and remove therefrom, any Goods supplied by the Company for which payment has not been received.
The Buyer does not have the right to off-set any monies due by the Company against anything the Buyer may owe the Company (unless there is written agreement from a Director of the Company).
If the Company is unable to perform its obligations to the Buyer (or only able to perform them at unreasonable cost) because of circumstances beyond the Company’s control, the Company may cancel or suspend any of these obligations, without liability.
Law and Jurisdiction
The validity, construction and performance of these Conditions and of all other rights and liabilities arising, shall be governed by and be construed in all respects in accordance with Scottish Law and both the Company and the Buyer agree to submit to the exclusive jurisdiction of the Scottish Courts.