Terms & Conditions
1. Interpretation
1.1 Definitions.
Approvals
Any approvals required in respect of the manufacture of the Goods, including those approvals required for regulatory compliance.
Business Day
A day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Buyer
The person or firm who purchases the Goods from FarmTech Services.
Buyer’s Premises
Any buildings, offices, accommodations and other facilities of the Buyer or any third party at which the Goods are, or are to be, stored and/or installed, and/or at which the Services are, or are to be, provided.
Conditions
The terms and conditions set out in this document as amended from time to time in accordance with clause 17.4.
Confidential Information
Any information (however recorded or preserved) of a confidential nature concerning the business, affairs, customers, clients or suppliers of a party or of any member of its Group, including but not limited to information relating to the party’s operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers.
Contract
The contract between FarmTech Services and the Buyer for the sale and purchase of the Goods and/or Services in accordance with these Conditions.
Design & Application Advice
Any advice on system design or application provided by FarmTech Services to the Buyer in relation to the Goods or Services which may include deviations from any Goods Specification or Scope of Works or any other specifications provided by the Buyer.
FarmTech Services: FarmTech Services Limited (registered in England and Wales with company number 4729863)
Force Majeure Event
An event which materially interferes with the ability of a party to perform its obligations or duties which is not within the reasonable control of the party affected and which could not with the exercise of due diligence have been avoided, including, but not limited to, acts of God, acts of public enemies, insurrections, wars or warlike action (whether actual, pending or expected), terrorism, sabotage, threats of terrorism or sabotage, vandalism, accidents, fires, floods, interruption of utility services or acts of government or governmental agency.
Free Issue Materials: materials including data, tools, patterns, input material and other equipment issued by the Buyer to FarmTech Services solely for use in relation to the Contract.
Goods
The goods (or any part of them) set out in the Order.
Goods Specification
Any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Buyer and FarmTech Services.
Group
In relation to a party, means its subsidiaries from time to time, its holding company from time to time and any subsidiaries of such holding company from time to time. A company is a “subsidiary” of another company (its “holding company”) if that other company, directly or indirectly, through one of its subsidiaries controls it. For purposes of this definition, “Control” (and, with correlative meanings, the terms “controlled by” and “under common control with”) means (a) the possession, directly or indirectly, of the power to direct the management or policies, whether through the ownership of voting securities or by contract relating to voting rights or corporate governance, or (b) the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities or other ownership interest.
Order
The Buyer’s order for the Goods and/or Services, as set out in the Buyer’s purchase order form or the Buyer’s written acceptance of FarmTech Services quotation.
Personal Data
Has the meaning set out in section 1(1) of the Data Protection Act 1998 and relates only to personal data, or any part of such personal data, in respect of which the Buyer is the Data Controller and in relation to which FarmTech Services is providing services under the Contract.
Services
The services supplied by FarmTech Services to the Buyer as set out in the Scope of Works.
Scope of Works
The description or specification for the Services provided in writing by FarmTech Services to the Buyer.
1.2 Interpretation:
1.2.1 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.2.2 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.2.3 A reference to writing or written includes emails.
2. Basis of Contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Buyer to purchase Goods and/or Services in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order and any applicable Goods Specification and/or Scope of Works are complete and accurate and for giving FarmTech Services any necessary information relating to the Goods and/or Services within a sufficient time to enable FarmTech Services to perform the Contract in accordance with its terms.
2.3 The Order shall only be deemed to be accepted when FarmTech Services issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4 The Buyer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Buyer that is inconsistent with these Conditions.
2.5 Any samples, drawings, descriptive matter or advertising produced by FarmTech Services and any descriptions or illustrations contained in FarmTech Services catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods and/or Services referred to in them. They shall not form part of the Contract nor have any contractual force.
2.6 A quotation for the Goods and/or Services given by FarmTech Services shall not constitute an offer. A quotation shall only be valid for the period specified in FarmTech Services quotation.
3. Cancellation of Orders and Return of Goods
3.1 No Order which has been accepted by FarmTech Services may be cancelled by the Buyer except with the agreement in writing of FarmTech Services and on the condition that the Buyer shall indemnify FarmTech Services 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 FarmTech Services up to and until the date of the cancellation in connection with the Order or as a result of cancellation.
3.2 The Buyer may, with the agreement in writing of FarmTech Services, return any unused Goods, which are “stock” items (i.e. Goods that are within the FarmTech Services stocked range of FarmTech Services branded products, and being sold by FarmTech Services at the time of return) to FarmTech Services, provided that any such Goods are returned to FarmTech Services premises at the Buyer’s expense:
3.2.1 In an unused and re-saleable condition; and
3.2.2 Within one (1) calendar month of the date of delivery; and
3.3.3 With appropriate FarmTech Services return paperwork completed as required by FarmTech Services.
3.3 Where the Goods are returned and accepted by FarmTech Services to be in an unused and re-saleable condition, FarmTech Services will raise a credit in favour of the Buyer. The amount of credit will be calculated on the basis of the price paid by the Buyer for the Goods, less a 25% restocking fee.
3.4 The right set out in clause 3.2 shall not apply in the case of any Goods which are not part of the FarmTech Services range of stocked branded products sold by FarmTech Services at the time of return.
4. Goods
4.1 The Goods shall be as described in the Goods Specification.
4.2 To the extent that the Goods are to be manufactured in accordance with any specification supplied by the Buyer, the Buyer shall indemnify FarmTech Services against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by FarmTech Services in connection with any claim made against FarmTech Services for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with FarmTech Services use of or compliance with such specification. This clause 4.2 shall survive termination of the Contract.
4.3 FarmTech Services reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements.
4.4 Any Goods to be sold within the EU are required to bear a CE mark. If the Buyer requests FarmTech Services to omit a CE mark from the Goods as they are not being sold within the EU, the Buyer shall be responsible for ensuring that the Goods bear the CE mark should they later be sold in the EU. The Buyer shall indemnify FarmTech Services against any claim made against FarmTech Services as a consequence of the Buyer’s failure to comply with any EU legislation in relation to CE marking.
5. Delivery of Goods
5.1 FarmTech Services shall ensure that:
5.1.1 Each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the contract number, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
5.1.2 If FarmTech Services requires the Buyer to return any packaging materials to FarmTech Services, that fact is clearly stated on the delivery note. The Buyer shall make any such packaging materials available for collection at such times as FarmTech Services shall reasonably request. Returns of packaging materials shall be at FarmTech Services expense.
5.2 Delivery of international Orders shall be in accordance with the Incoterm specified by FarmTech Services when FarmTech Services accepts the Order in accordance with condition 2.3 or if no Incoterm is specified will be in accordance with FCA, Incoterms 2010 at FarmTech Services Downton facilities as appropriate.
5.3 For UK Orders, the Buyer shall collect the Goods from FarmTech Services premises at FarmTech Services Downton facilities as appropriate or such other location as may be advised by FarmTech Services prior to delivery or, if agreed by FarmTech Services, FarmTech Services will deliver the Goods to some other place as agreed between the parties (“Delivery Location”). Collection or acceptance of delivery of the Goods by the Buyer must be made within three Business Days of FarmTech Services notifying the Buyer that the Goods are ready.
5.4 Unless otherwise agreed, delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
5.5 Unless otherwise agreed with FarmTech Services, FarmTech Services carriers shall not be responsible for loading or off-loading of Goods at the Delivery Location.
5.6 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. FarmTech Services shall 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 FarmTech Services with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.7 If FarmTech Services 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, less the price of the Goods. FarmTech Services 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 FarmTech Services with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.8 If the Buyer fails to take or accept delivery of the Goods within three Business Days of FarmTech Services notifying the Buyer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or FarmTech Services failure to comply with its obligations under the Contract:
5.8.1 Delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which FarmTech Services notified the Buyer that the Goods were ready; and
5.8.2 FarmTech Services shall store the Goods until delivery takes place, and charge the Buyer for all related costs and expenses (including insurance).
5.9 If ten Business Days after the day on which FarmTech Services notified the Buyer that the Goods were ready for delivery the Buyer has not taken or accepted delivery of them, FarmTech Services may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Buyer for any excess over the price of the Goods or charge the Buyer for any shortfall below the price of the Goods.
5.10 If FarmTech Services delivers up to and including 5% more or less than the quantity of Goods ordered the Buyer may not reject them, but on 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, provided that FarmTech Services has received notice from the Buyer of such wrong quantity within forty-eight (48) hours of delivery of the Goods.
5.11 FarmTech Services may deliver the Goods by instalments, which 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.
6. Quality of Goods
6.1 FarmTech Services warrants that on delivery and, unless otherwise confirmed by FarmTech Services in writing, for a period of 12 months from the date of delivery (“Warranty Period”), the Goods shall:
6.1.1 Conform in all material respects with the Goods Specification; and
6.1.2 Be free from material defects in design, material and workmanship.
6.2 Subject to clause 6.3, if:
6.2.1 The Buyer gives notice in writing to FarmTech Services during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1;
6.2.2 FarmTech Services is given a reasonable opportunity of examining such Goods; and
6.2.3 The Buyer (if asked to do so by FarmTech Services) returns such Goods to FarmTech Services place of business at the Buyer’s cost together with a full record and proof of any servicing, maintenance, repairs, modifications or alterations carried out on the Goods during the Warranty Period, FarmTech Services shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
6.3 FarmTech Services shall not be liable for the Goods’ failure to comply with the warranty set out in clause 6.1 in any of the following events:
6.3.1 The Buyer makes any further use of such Goods after giving notice in accordance with clause 6.2;
6.3.2 The defect arises because the Buyer failed to follow FarmTech Services oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
6.3.3 The defect arises as a result of FarmTech Services following any drawing, design or specification supplied by the Buyer;
6.3.4 The Buyer alters or repairs such Goods without the written consent of FarmTech Services;
6.3.5 The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
6.3.6 The Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
6.4 Except as provided in this clause 6, FarmTech Services shall have no liability to the Buyer in respect of the Goods’ failure to comply with the warranty set out in clause 6.1.
6.5 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.
6.6 These Conditions shall apply to any repaired or replacement Goods supplied by FarmTech Services.
7. Free Issue Materials
7.1 All Free Issue Materials shall be at the risk of the Buyer and insured by the Buyer at its own expense.
7.2 The Buyer shall indemnify FarmTech Services against any loss, damage, injury or expense whatsoever arising directly or indirectly from the supply or use of the Free Issue Materials, including, in connection with any claim made against FarmTech Services for actual or alleged infringement of a third party’s intellectual property rights.
7.3 The Free Issue Materials shall be provided to FarmTech Services in good order and condition. Any Free Issue Materials that are defective or damaged due to bad workmanship or the fault of the Buyer shall be repaired or replaced at the Buyer’s expense.
7.4 The Buyer shall be responsible to ensure that the Free Issue Materials are complete and accurate, of satisfactory quality and are fit for its purpose and shall indemnify FarmTech Services against any loss damage, injury or expenses whatsoever arising directly or indirectly from any fault in or incorrect specification of the said materials.
8. Buyer’s Obligations
8.1 The Buyer shall:
8.1.1 Ensure that the terms of the Order and the Goods Specification and/or Scope of Works are complete and accurate
8.1.2 Co-operate with FarmTech Services in all matters relating to the Services;
8.1.3 Have sole responsibility for seeking any necessary Approvals for any Goods, Services and/or Design & Application Advice before placing an Order with FarmTech Services and shall indemnify FarmTech Services against all and any costs FarmTech Services incurs as a result of the Buyer’s failure to obtain the necessary Approvals;
8.1.4 Provide FarmTech Services, its employees, agents, consultants and subcontractors, with access to the Buyer’s Premises as reasonably required by FarmTech Services to provide the Services;
8.1.5 Provide FarmTech Services with such information and materials as FarmTech Services may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
8.1.6 Prepare the Buyer’s Premises for the supply of the Services;
8.1.7 Obtain and maintain all necessary licences, permissions and consents which may be required for use of the Goods or the Services which shall be obtained before the date on which the Goods are to be used or Services are to start (as applicable);
8.1.8 Keep and maintain all materials, equipment, documents and other property of FarmTech Services (“FarmTech Services Materials”) at the Buyer’s Premises in safe custody at its own risk, maintain FarmTech Services Materials in good condition until returned to FarmTech Services, and not dispose of or use FarmTech Services Materials other than in accordance with FarmTech Services written instructions or authorisation;
8.1.9 Not make any alteration to the Buyer’s Premises, including the use of any of the same, in such a way that FarmTech Services provision of the Services may be affected between the date of the quotation and the date of delivery of the Services;
8.1.10 Provide FarmTech Services with use of the power and lighting supply and other utilities at the Buyer’s Premises in connection with its provision of the Services free of charge;
8.1.11 Provide FarmTech Services with all health and safety information and procedures from time to time in force at the Buyer’s Premises; and
8.1.12 Comply with all applicable laws, statutes and regulations including in relation to anti-bribery and anti-corruption.
8.2 If FarmTech Services performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (“Buyer Default”):
8.2.1 FarmTech Services shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays FarmTech Services performance of any of its obligations;
8.2.2 FarmTech Services shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from FarmTech Services failure or delay to perform any of its obligations in respect of the Services; and
8.2.3 The Buyer shall reimburse FarmTech Services on written demand for any costs or losses sustained or incurred by FarmTech Services arising directly or indirectly from the Buyer Default.
9. Inspection and Testing
9.1 The Goods will be, so far as is practicable, submitted to FarmTech Services standard tests at FarmTech Services premises prior to despatch.
9.2 If the Buyer requires alternative tests to those specified in FarmTech Services quotation or if the Buyer or the Buyer’s representatives request to be present during the testing and/or inspection, additional charges will apply and any agreed delivery date for the Goods shall be extended to include the time required to conduct such tests.
9.3 If, having requested to attend the testing and/or inspection of the Goods, the Buyer or its representative(s) fails to attend the tests and/or inspection, the testing and/or inspection will proceed in the Buyer or the Buyer’s representatives’ absence and shall be deemed to have been made in the Buyer or its representatives’ presence.
9.4 All performance figures supplied by FarmTech Services relating to the Goods are based upon FarmTech Services experience and represent the figures FarmTech Services expects to obtain in its laboratory to the relevant test standard applicable to the product type and, where applicable, confirmed within the Goods Specification.
10. Title and Risk
10.1 The risk in the Goods shall pass to the Buyer on completion of delivery as set out in clause 5.4.
10.2 Title to the Goods shall not pass to the Buyer until the earlier of:
10.2.1 FarmTech Services receives payment in full (in cash or cleared funds) for the Goods and any other goods that FarmTech Services has supplied to the Buyer; and
10.2.2 The Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in clause 10.4.
10.3 Until title to the Goods has passed to the Buyer, the Buyer shall:
10.3.1 Store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as FarmTech Services property;
10.3.2 Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
10.3.3 Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
10.3.4 Notify FarmTech Services immediately if it becomes subject to any of the events listed in clause 13.3; and
10.3.5 Give FarmTech Services such information relating to the Goods as FarmTech Services may require from time to time.
10.4 Subject to clause 10.5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before FarmTech Services receives payment for the Goods. However, if the Buyer resells the Goods before that time:
10.4.1 It does so as principal and not as FarmTech Services agent; and
10.4.2 Title to the Goods shall pass from FarmTech Services to the Buyer immediately before the time at which resale by the Buyer occurs.
10.5 If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in clause 13.3, then, without limiting any other right or remedy FarmTech Services may have:
10.5.1 The Buyer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
10.5.2 FarmTech Services may at any time:
A. Require the Buyer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
B. If the Buyer fails to do so promptly, enter any of the Buyer’s Premises where the Goods are stored in order to recover them.
11. Supply of Services
11.1 FarmTech Services shall provide the Services to the Buyer in accordance with the Scope of Works in all material respects.
11.2 FarmTech Services shall use all reasonable endeavours to meet any performance dates for the Services specified in FarmTech Services quotation, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
11.3 FarmTech Services shall have the right to make any changes to the Services which are necessary to comply with any applicable law or regulatory or safety requirement, or which do not materially affect the nature or quality of the Services, and FarmTech Services shall notify the Buyer in any such event.
11.4 FarmTech Services warrants that the Services shall conform in all material respects with the Scope of Works for a period of 12 months from the date of performance of the Services. Where FarmTech Services is not the provider of the Services, FarmTech Services shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to FarmTech Services.
11.5 The terms implied by sections 13 to 15 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
11.6 FarmTech Services reserves the right to sub-contract any or all of its obligations in connection to the performance of the Services.
12. Price and Payment
12.1 The price of the Goods shall be the price set out in FarmTech Services quotation, or, if no price is quoted, the price set out in FarmTech Services published price list, if appropriate, in force as at the date of delivery. The charges for Services shall be calculated in accordance with FarmTech Services standard daily fee rates, as set out in FarmTech Services quotation, unless otherwise agreed in the Scope of Work.
12.2 FarmTech Services reserves the right to increase its standard daily fee rates for the Services at any time before performance of the Services upon 14 days’ notice to the Buyer.
12.3 FarmTech Services may, by giving notice to the Buyer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
12.3.1 Any factor beyond FarmTech Services control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
12.3.2 Any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
12.3.3 Any delay caused by any instructions of the Buyer or failure of the Buyer to give FarmTech Services adequate or accurate information or instructions.
12.4 The price of the Goods and/or Services excludes:
12.4.1 The amounts in respect of value added tax (VAT), which the Buyer shall additionally be liable to pay to FarmTech Services at the prevailing rate, subjec”