Terms & Conditions
The following terms and conditions (the “Conditions”) shall apply to the supply of any Goods (as defined herein) by Crop Solutions Limited, a company registered under the Companies Acts (registered number SC329811) whose registered office is at 5 Whitefriars Crescent, Perth PH2 0PA (hereinafter called “the Company”), to the exclusion of all other terms and conditions which the Buyer (as defined herein) 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 and signed by a Director or authorised employee of the Company. Nothing in the Buyer’s terms and conditions shall override, cancel or modify any of the Conditions.
These Conditions are effective from 07 December 2018.
1.1 ‘Buyer’ herein shall include buyer, hirer, lessee, owner or any other person who is in charge of Goods supplied by the Company.
1.2 ‘Contract’ the contract between the Company and Buyer for the sale and purchase of the Goods in accordance with these Conditions.
1.3 ‘Force Majeure Event’ an event or circumstance beyond a party’s reasonable control (including, but not limited to, supplier failure, acts of God, flood or other natural disaster, terrorist attack or war, fire or accident or labour or trade disputes).
1.4 ‘Goods’ shall include materials, equipment, products, spare parts and any other items supplied, serviced, repaired by the Company.
1.5 ‘Order’ the Buyer’s order for the Goods, as set out in the Buyer’s purchase order form, the Buyer’s acceptance of the Company’s quotation or sales order, as the case may be.
1.6 ‘Writing’ shall include writing, facsimile, electronic transmission and any other comparable means of communication.
2. Basis of Sale
2.1 The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order are complete and accurate.
2.2 The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.3 A quotation for the Goods given by the Company shall not constitute an offer. Quotations lapse after a period of 14 days (unless otherwise stated).
2.4 The Goods are described in the Company’s sales literature.
2.5 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.
3. Risk/Title of Goods
3.1 Risk of damage to, or loss of the Goods, shall pass to the Buyer on delivery of said Goods. Ownership and title to Goods supplied by the Company shall remain with the Company until:
3.1.1 the Buyer has paid the price for the Goods plus VAT in full; and
3.1.2 the Buyer has paid any other sums outstanding.
3.2 Until title to the Goods has passed to the Buyer, the Buyer shall:
3.2.1 store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Company’s property;
3.2.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
3.2.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
3.2.4 notify the Company immediately if it becomes subject to any of the events listed in condition 8.2; and
3.2.5 give the Company such information relating to the Goods as the Company may require from time to time.
3.3 If before title to the Goods passes to the Buyer, the Buyer becomes subject to any of the events listed in condition 8.2, then, without limiting any other right or remedy the Company may have, the Company may at any time:
3.3.1 require the Buyer to deliver up all Goods in its possession; and
3.3.2 if the Buyer fails to do so promptly, enter any premises of the Buyer where the Goods are stored in order to recover them.
4. Delivery of Goods
4.1 The Company 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 after the Company notifies the Buyer that the Goods are ready.
4.2 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
4.3 Delivery dates and times named by the Company for the delivery of its Goods is an estimate only, and the time of delivery is not of the essence. Whilst every effort will be made to deliver on time, the Company will not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer’s failure to provide the Company with adequate delivery instructions or other instructions that are relevant to the supply of the Goods.
4.4 If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available (not to exceed 125% of the price of the Goods), less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer’s failure to provide the Company with adequate delivery instructions or other instructions that are relevant to the supply of the Goods.
4.5 Delivery may take place in instalments, in which case, each delivery shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
4.6 If the Company delivers up to and including 5% more or less than the quantity of Goods ordered, the Buyer may not reject them, but no receipt of notice from the Buyer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.
4.7 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.
4.8 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, except where such failure or delay is caused by a Force Majeure Event or the Company’s failure to comply with its obligations under the Contract:
4.8.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third day after the day on which the Company notified the Buyer that the Goods were ready; and
4.8.2 the Company shall store the Goods until actual delivery is made and charge the Buyer for all costs and expenses (including insurance).
4.9 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 48 hours of delivery (or the expected delivery time). The Company must be allowed reasonable time and access to inspect any damaged Goods.
5.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out the Company’s published price list in force as at the date of delivery.
5.2 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 the Order.
5.3 The Company may, by giving notice to the Buyer, adjust the price of the Goods to reflect any demonstrable increase in costs outside the Company’s control (e.g. Brexit, 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).
5.4 In the case of international sales, unless otherwise agreed, the Buyer shall be fully responsible:
5.4.1 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
5.4.2 for compliance with applicable legal requirements for exportation and importation of the Goods.
5.5 The Company may invoice the Buyer for the Goods on or at any time in advance of delivery.
5.6 Payment must be made by cash or cleared funds before the Goods are despatched unless the Buyer has an approved credit account.
5.7 If the Buyer has an approved credit account, payment is due within 30 days of the invoice date in the currency designated by the Company (unless otherwise agreed).
5.8 If the Buyer fails to pay in full by the due date, the Company shall be entitled to:
5.8.1 suspend or cancel any outstanding Orders and/or deliveries;
5.8.2 cancel any discount offered to the Buyer;
5.8.3 charge interest 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;
5.8.4 recover the Company’s credit control overhead costs from the Buyer;
5.8.5 recover the cost of taking legal action to make the Buyer pay;
5.8.6 take legal action to recover the full costs;
5.8.7 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; and
5.8.8 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.
5.9 The Buyer shall pay all amounts due under the Contract in full and 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 signed by a Director of the Company). The Company may, at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Company to the Buyer.
6.1 Nothing in these Conditions shall limit or exclude the Company’s liability for:
6.1.1 death or personal injury caused by its negligence;
6.1.2 fraud or fraudulent misrepresentation;
6.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
6.1.4 any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
6.2 Subject to condition 6.1:
6.2.1 under no circumstances will the Company 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; and
6.2.2 the Company’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract shall in no circumstances exceed the price of the Goods paid by the Buyer in the 12 months preceding the claim.
6.3 The Customer acknowledges that:
6.3.1 any results from the Customer’s use of the Goods cannot be guaranteed; and
6.3.2 the use of the Goods requires agricultural knowledge and skill.
7.1 The Company warrants that Goods manufactured by the Company: (a) are free from defects in workmanship and materials; and (b) comply in all material respects with their description for: (i) 12 months following the date of despatch; (ii) their shelf life; or (iii) such period given by the Company in writing, whichever is shorter (the “Warranty Period”).
7.2 Subject to condition 7.3:
7.2.1 if the Buyer gives notice in writing to the Company during the Warranty Period within a reasonable time of discovery that the Goods do not comply with the warranty set out in condition 7.1;
7.2.2 the Company is given a reasonable opportunity of examining such Goods; and
7.2.3 the Buyer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Company’s cost, the Company shall, at its option, and within a reasonable time, repair or replace the defective Goods.
7.3 Any Goods repaired or replaced shall be re-delivered to the Buyer free of charge to the original point of delivery.
7.4 The Company will not be responsible for the Goods’ failure to comply with the warranty set out in condition 7.1 in any of the following circumstances:
7.4.1 the Buyer makes further use of the Goods after notification in accordance with condition 7.2.1; or
7.4.2 the defect arises 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 (if there are none) good trade practice regarding the same; or
7.4.3 the defect arises as a result of the use of chemicals and/or insecticides on or near Goods contrary to the Company’s instructions or (if there are none) good trade practice regarding the same; or
7.4.4 the Buyer alters or repairs the Goods without the written consent of the Company; or
7.4.5 the defect arises as a result of the Company following any drawing, or design supplied by the Buyer; or
7.4.6 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
7.4.7 the Goods differ from their description as a result of changes made to ensure that they comply with applicable statutory or regulatory requirements.
7.5 Except as provided in this condition 7, the Company shall have no liability to the Buyer in respect of the Goods failure to comply with the warranty set out in condition 7.1.
7.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
7.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Company.
8.1 If the Contract is terminated by the Buyer (for any reason), then the Buyer must pay the Company for all Goods the Company holds or is committed to performing for that Contract.
8.2 The Company may suspend or cancel the Contract with immediate effect by giving written notice to the Buyer if the Buyer:
8.2.1 commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of the Buyer being notified in writing to do so;
8.2.2 is subject to proceedings in bankruptcy or insolvency, a receiver, attachment, sequestration or other type of comparable proceeding;
8.2.3 the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
8.2.4 the Buyer’s financial position deteriorates to such an extent that in the Company’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
9.1 If the Company is delayed or unable to perform its obligations to the Buyer because of a Force Majeure Event, the Company shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for three (3) months, the Customer may terminate this Contract by giving 30 days’ written notice to the Company.
9.2 The Company may at any time assign or deal in any other manner with all or any of its rights or obligations under the Contract. The Buyer may not assign 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.
9.3 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
9.4 No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
9.5 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.
9.6 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 condition shall not affect the validity and enforceability of the rest of the Contract.
9.7 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.