Trading Terms & Conditions

Agrii is a trading name for Masstock Arable (UK) Ltd and United Agri Products Ltd. Registered in England: No.2387531 and No.02798041

DEFINITION
1. In these conditions (“the Conditions”)
  “Advice” means any advice or recommendation provided by the Seller and whether set out in a Crop Advisory Report or otherwise;
  “the Buyer” means the person, firm or company purchasing Goods or receiving Advice;
  “Contract” means any contract between the Seller and the Buyer for the sale and purchase of Goods and/or the provision of Advice incorporating these Conditions;
  “Crop Advisory Report” means a written crop advisory report relating to crops prepared by the Seller for the Buyer;
  “Goods” means seeds, goods or materials which shall be the subject matter of the Contract between the Seller and the Buyer;
  “the Manufacturer’s Recommendations for Use” means the recommendations for use for any Goods current at the time of use made by the manufacturer or producer (including the Seller, where relevant) of the Goods whether contained on any label or otherwise;
  “the Seller” means the company named overleaf or, where no company is named overleaf, the company supplying Goods or Advice to the Buyer.
GENERAL
1. Goods are supplied and Advice provided by the Seller only on the following terms and conditions. No variation or addition to such terms and conditions will be binding unless expressly accepted in writing by any person duly authorised by the Seller. All other terms and conditions are hereby expressly excluded.
2. It is hereby specifically provided and agreed that the Buyer does not rely on any oral or written statement or representation other than those set out in the Manufacturer’s Recommendations for Use or in any Crop Advisory Report.
ORDERS
1. Orders are accepted subject to availability of the Goods at the time of dispatch and at the Seller’s published price ruling at the date of dispatch.
PRICES
1. Prices are subject to alteration without notice. VAT will be charged at the rate ruling at the date of dispatch.
2. The price of the Goods is subject to alteration by reason of the imposition of or alteration by the European Community or by the United Kingdom Government in the rates and/or manner of collection of any tax, duty, levy or any other statutory charge upon goods of this description and intended to be borne by the Seller, whether at the time of or, if the change is retrospective, at any time after the date of the Contract provided that the change is applicable to the date of delivery.
DELIVERY
1. Any date specified for delivery is intended to be an estimate and therefore delivery shall not be made of the essence by notice. If no date is so specified, delivery will be within a reasonable time. Save as provided in clauses 5(f) and 5(g) the Seller will be under no liability for any loss (including loss of profits), costs, damages, charges, expenses caused directly or indirectly by any delay in the delivery of the Goods or Advice (even if caused by the Seller’s negligence) nor will any delay entitle the Buyer to terminate or rescind the Contract.
2. Where delivery is to take place at the Buyer’s premises the Seller will deliver the Goods even if there is no person present to accept delivery of the Goods on behalf of the Buyer and the Goods shall be the risk of the Buyer from the time of delivery.
3. The Buyer shall inspect the Goods forthwith on delivery and shall have no claim in respect of any shortage or defect apparent on inspection of the Goods unless the Buyer notifies the Seller in writing giving such details of such shortage or defect within 7 days of delivery. If no such complaint is made the Goods shall be deemed to have been delivered in correct quantity and free from any defect apparent on inspection.
4. If the Seller delivers to the Buyer a quantity of Goods of up to 10% more or less than the quantity ordered by the Buyer, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.
5. The quantity of any consignment of Goods as recorded by the Seller upon dispatch from the Seller’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
6. The Seller shall not be liable for any non-delivery of Goods (even if caused by the Seller’s negligence) unless written notice is given to the Seller within 14 days of the date when the Goods would in the ordinary course of events have been received.
7. Any liability of the Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
8. Unless otherwise agreed in writing by the Seller, delivery of the Goods shall take place at the Seller’s place of business.
9. If by reason of events beyond the Seller’s reasonable control (including, but not limited to, the effects of pests, disease or unfavourable climatic conditions) the Seller is prevented from delivering to the Buyer all or part of such Goods by the appropriate delivery date then;
  1. in the case of shortage the Seller shall be entitled to apportion its existing stocks among its customers at its sole discretion and the amount apportioned to the Buyer shall be deemed the contract quantity and the Buyer shall pay for the actual quantity delivered;
  2. in the case of no stocks being available, the Seller shall be entitled to cancel the Contract without any liability whatsoever and in either of such circumstances the Seller shall try to give the Buyer as much advance notice as is reasonably practicable for the Seller to give (but the Seller shall have no liability whatsoever, whether in contract, tort, (including negligence) or otherwise, if the Seller fails to do so).
RETURNS
1. Under no circumstances may Goods be returned for credit unless previous agreement has been obtained and in no case will open or broken drums or packages or those in a neglected or unsaleable condition be accepted.
CONTAINERS
1. The Seller reserves the right to charge the Buyer for all pallets on which Goods have been received from the Seller unless such pallets are returned in good condition to the Seller or the Seller’s nominated agent within a reasonable time of delivery. Other packages are free and non-returnable unless the Buyer is advised otherwise.
RETENTION OF TITLE
1. The Goods are at the risk of the Buyer from the time of delivery.
2. Ownership of the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of:-
  1. the Goods; and
  2. all other sums which are or which become due to the Seller from the Buyer on any account.
3. Until ownership of the Goods has passed to the Buyer, the Buyer must:-
  1. hold the Goods on a fiduciary basis as the Seller’s bailee;
    store the Goods (at no cost to the Seller) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller’s property;
    not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
    maintain the Goods in satisfactory condition insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Buyer shall produce the policy of insurance of the Seller.
4. The Buyer may resell or use the Goods before ownership has passed to it solely on the following conditions:-
  any sale shall be effected in the ordinary course of the Buyer’s business at full market value;
  any such sale shall be a sale of the Seller’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale; any use shall be in the Buyer’s ordinary course of business.
5. The Buyer’s right to possession of the Goods shall terminate immediately if:
  1. the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Statutory Provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986) or a resolution for the Buyer is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
  2. the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between the Seller and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
  3. the Buyer encumbers or in any way charges any of the Goods.
6. The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Buyer.
7. The Buyer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.

QUALITY OF GOODS
1. In the case of Goods (other than seeds) sold by the Seller the only obligation accepted by the Seller will be to pass on to the Buyer by way of assignment or transfer (if and to the extent possible) the benefit of any manufacturer’s or supplier’s warranty the Seller has received.
2. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) and relating to any Goods are, to the fullest extent permitted by law, excluded from the Contract.
3. The Buyer acknowledges that the provisions of Clauses 9(a) and (b) are fair and reasonable given that the Seller is not the manufacturer or producer of the Goods (save in the case of the treatment of seeds by the Seller) and given that the Seller itself only has the benefit of any manufacturer’s or supplier’s guarantee or warranty in respect of Goods (other than seeds).
4. In the case of Goods which are seeds sold by the Seller to the Buyer, the Seller warrants to the Buyer that such Goods are of the species and type specified by the Seller.
5. In the case of Goods which are seeds and where such Goods have been specially treated or tested under a Contract, warrants that the Goods have been treated or tested in accordance with the Contract.
6. In the case of Goods which are seeds and where such Goods are, under a Contract, treated with substances to control pests or diseases or are fumigated or pelleted, the Seller warrants that their quoted purity and germination percentages are derived from tests made before the treatment, fumigation or pelleting.
7. If and to the extent that the Seller has any legal obligation to the Buyer arising out of the quality, use or fitness for purpose of any Goods, breach of warranty or otherwise, the Seller shall have no liability to the Buyer if;
  1. the Buyer makes any further use of such Goods after it discovers or ought to have discovered any defect in the Goods;
  2. the Buyer fails to follow the manufacturer’s or Seller’s instructions or recommendations as to the storage, application or use of the Goods;
  3. the Buyer makes use of the Goods in abnormal weather or soil conditions;
  4. there is an occurrence of any weed, pest or disease which are resistant to the Goods.
8. Subject to Clauses 9(g) and 10(a) if and to the extent that the Seller has any legal obligation to the Buyer arising out of the use, quality or fitness for purpose of any Goods, breach of warranty or otherwise the Seller shall at its option replace such Goods or refund the price of such Goods at the pro rata Contract rate provided that, if the Seller so requests and to the extent reasonably possible, the Buyer shall, at the Buyer’s expense, return the Goods or the part of such Goods which are defective to the Seller. Such refund or replacement shall be made by the Seller in full and final satisfaction of its obligation to the Buyer.
9. If the Seller complies with Clause 9(h) it shall have no further liability for a breach of any legal obligation to the Buyer in respect of such Goods.
10. Notwithstanding Clause 5(c) but subject to Clause 10(a), if Goods are seeds the Seller shall have no liability to the Buyer whatsoever under, or in any way related to, the sale and purchase of the Goods or otherwise, whether in contract, tort (including negligence) or otherwise, in connection with a claim in respect of latent defects (which shall mean that despite the carrying out of an examination or testing, any defects would not become apparent until after use) in such Goods unless it is made within 14 days of their becoming apparent and is accompanied by evidence of the identity of such Goods and the cultivation procedures adopted in respect of them.
11. Subject to Clause 10(a), notwithstanding any of the foregoing provisions of this Clause 9, if the Seller has any liability to the Buyer for non-germination of seeds or for the wrongful labelling or packaging of any seeds then in any such event the Seller’s entire liability to the Buyer in respect of such event shall be limited to damages of an amount equal to £50,000 (fifty thousand pounds). If a number of such events give rise to substantially the same loss then this shall be regarded as giving rise to one claim against the Seller.
12. In the case of Goods which are seeds, unless clearly sold as a genetically modified (GM) variety, such Goods are conventional varieties from parent plants which have not been genetically modified. All reasonable steps have been taken to prevent the adventitious presence of GM material during breeding, production and handling of these Goods (including complying with any separation distances as may be recommended from time to time by relevant bodies) and appropriate batch samples have been tested to ensure compliance with the relevant seed legislation. These Goods are field-grown. Accordingly, no guarantees of absolute freedom from GM impurities can be given since this does not, and cannot, exist in nature. No liability is accepted for any loss or damage whatsoever arising from the possible occurrence of any adventitious traces of GM impurities which are present in such Goods provided at levels below the current maximum legal limit for adventitious presence of GM impurities in EU or UK legislation.
13. Without prejudice to the generality of Clause 9(b) above the Buyer acknowledges that (save to the extent that the Seller has provided any Advice) it has relied on its own skill and knowledge in selecting the Goods and acknowledges that no condition or warranty is to be implied that the Goods are fit for any purpose other than those set out in the Manufacturer’s Recommendations for Use.
14. The Buyer is under duty to use, handle and store the Goods in accordance with any Manufacturer’s Recommendations for use or any instructions given by the Seller. The Buyer will notify any person to whom the Buyer passes the Goods of the need to comply with the same and will indemnify the Seller in respect of any loss or damage arising as a result of any failure by the Buyer to do so.

LIABILITY
1. Nothing in these Conditions excludes or limits the liability of the Seller or any of its employees, directors or agents for;
  1. death or injury to any human being resulting from its own or that of any of its employees, directors or agents negligence; or
  2. fraudulent misrepresentation.
2. Subject to Clause 10(a) above, the Seller shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer, whether the same is suffered directly or indirectly or is immediate or consequential, which falls within any of the following categories;
  1. special damage even though the Seller was aware of the circumstances in which such special damage could arise; or
  2. loss of;
    1. business opportunity; or
    2. goodwill; or
    3. anticipated savings, sales, revenues or profits.
3. Except in the case of a claim arising under Clause 10(a) above, and subject to Clauses 5(c) and 9(j) the Seller shall have no liability to the Buyer in respect of any claim unless the Buyer shall have served notice of the same upon the Seller within one year of the date it became aware of the circumstances giving rise to the claim or the date when it ought reasonably to have become so aware.
4. The following provisions set out the Seller’s entire liability (including any liability for the acts and omissions of its employees, directors and agents) to the Buyer in respect of or arising out of the provision of any Advice by the Seller.
5. Any act or omission on the part of the Seller or any of its employees, directors or agents in respect of or arising out of the provision of any Advice shall be known as an “Event of Default”.
6. All warranties, conditions and other terms implied by statute or common law and relating to any Advice are, to the fullest extent permitted by law, excluded.
7. All Advice is solely for the benefit of the Buyer and the Buyer shall not communicate or copy any Advice to any third party.
8. The Seller shall have no liability for any Advice unless it is contained in a Crop Advisory Report.
9. The Seller shall have no liability for any Advice unless the Seller has specifically agreed with the Buyer that the Seller will provide the Advice for a separate fee and not as part of any other sale.
10. Subject to the provisions of Clause 10(d) above, if the Seller has any liability to the Buyer, the Seller’s entire liability to the Buyer in respect of any Event of Default shall be limited to damages of an amount equal to £200,000 (Two hundred thousand pounds).
11. If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to one claim against the Seller.
12. Nothing in this Clause 10 shall confer any right or remedy upon the Buyer which it would not otherwise be legally entitled.

PAYMENT
1. Save where other payment terms are referred to by the Seller on the Seller’s invoice, payment is due on the 20th day of the month following the month in which the invoice is raised. Time for payment shall be of the essence.

OVERDUE ACCOUNTS
1. If the Buyer fails to pay the Seller any sum when due, the Buyer will be liable to pay interest to the Seller on such sum from the due date for payment at the annual rate of 8% above the official dealing rate of the Bank of England prevailing on the 30th June (in respect of interest which starts to run between 1 July and 31 December) or 31 December (in respect of interest which starts to run between 1 January and 30 June) immediately before the due date for payment (or such lower rate as the Seller in its absolute discretion may decide), calculated on a daily basis until payment is made, whether before or after any judgement.

DEFAULT
1. If the Buyer shall commit any breach of a Contract or any other contract between the Buyer and the Seller or if any distress or execution shall be levied upon any of the property or assets of the Buyer or if the Buyer shall in the sole opinion of the Seller be unable to pay the Seller for any goods or services or suspend payment of its debts or make any arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for the protection of its creditors in anyway being a company have a receiver appointed of its assets or undertaking or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Buyer or if any other person takes possession of or sells the Buyer’s assets or an order is made for the appointment of an administrator to manage the affairs, business and property of the Buyer or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986 pass any resolution to be wound up or being a person shall commit any act of bankruptcy or have any bankruptcy petition presented against it, then and in any such event the Seller shall without prejudice to any other rights and remedies it might have and without any liability whatsoever be at liberty forthwith by notice in writing to the Buyer to cancel all or any orders and contracts (including the Contract) or any part thereof remaining unfulfilled between the Seller and the Buyer.

FORCE MAJEURE
1. The Seller reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Seller, including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 90 days, the Buyer shall be entitled to give notice in writing to the Seller to terminate the Contract but without liability on the part of the Seller.

PATENTS & TRADE MARKS
1. No warranty or representation is given by the Seller that the Goods do not infringe any letters patent trade marks registered or unregistered designs or any other intellectual property rights.
2. The use of the Seller’s trade mark requires the prior written approval of the Seller.

DATA PROTECTION
1. The Seller may transfer information about the Buyer to its financiers, who:
  1. may use, analyse and access information about the Buyer including the nature of its transactions, and exchange such information with other members of their group of companies and others for credit or financial assessment, market research, statistical analysis, insurance claim, underwriting and training purposes and in making payments and servicing their agreement with the Seller;
  2. from time to time, may make searches of the Buyer’s record at credit reference agencies where its record with such Agencies may include searches made and information given by other businesses; details of their searches will be kept by such agencies but will not be seen by other organizations that may make searches;
  3. may give information about the Buyer and its indebtedness to the following:
    1. the Seller’s or Buyer’s insurers for underwriting and claims purposes;
    2. any guarantor or indemnifier of the Buyer’s or the Seller’s obligations to enable them to assess such obligations;
    3. their bankers or any advisors acting on their behalf;
    4. any business to whom the Buyers indebtedness or the Sellers arrangements with its financiers may be transferred – to facilitate such transfer;
  4. may monitor and/or record any phone calls the Buyer may have with them, for training and/or security purposes;
  5. in the event that they transfer all or any of their rights and obligations under their agreement with the Seller to a third party, may transfer information about the Buyer to enable the third party to enforce their rights or comply with the obligations.
2. The Seller may from time to time, make searches of the Buyer’s record at credit reference agencies where its record with such agencies may include searches made and information given by other businesses; details of these searches will be kept by such agencies but will not be seen by other organisations that may make searches.

ASSIGNMENT
1. The Buyer shall not be entitled to assign the Contract or any part of it without the Seller’s written consent.
2. The Seller may assign the Contract or any part of it to any person, firm or company.

INVALIDITY
1. If any part of this Contract is held by a court to be invalid, void or unenforceable in the jurisdiction of the court in which that decision is made, the remainder of the provisions of this Contract shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

GENERAL
1. Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller whether under the Contract or not.
2. Failure or delay by the Seller in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
3. Any waiver by the Seller of any breach of or any default under any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
4. The Seller reserves the right to set off against any amount due from its holding company or any of its subsidiaries (including the Seller) to the Buyer any amount owing from the Buyer to it or any of its subsidiaries (including the Seller).
5. A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
6. Any headings are for convenience only and shall not affect the construction of this Contract.

PROPER LAW
1. The construction validity and performance of this contract shall be governed by the law of England.