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Version 2: Dec 2015
Printable Version

Standard Terms and Conditions of Sale

1

Interpretation

1.1 In these Conditions, the following definitions apply:
Conditions: the terms and conditions set out in this document as amended from time to time by us and notified to you in writing.
Contract: the contract between us and you for the sale and purchase of Goods in accordance with these Conditions.
Goods: the goods (or any part of them) set out in the Order.
Order: your order for the Goods as detailed in clause 3.
we, us: Fargro Limited (company number 06386629) whose registered office is at Vinery Fields, Arundel Road, Poling, Arundel, West Sussex, BN18 9PY.
you, your: the person or company who purchases Goods from us, including your employees, agents and contractors.
1.2 A reference to writing or written includes email and faxes.
 

2

Conditions

2.1 These Conditions apply to all Orders for products placed by you to the exclusion of all other terms and conditions (including but not limited to any of your terms and conditions under any purchase order, confirmation of order or any other document) which you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 This Contract constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made by us or given on our behalf which is not set out in writing.
 

3

Orders

3.1 Any Order you place will only be deemed accepted by us at the earliest of when:
3.1.1 we confirm the Order; or
3.1.2 we deliver the Goods to you.
3.2 Each Order which we accept creates a separate Contract.
3.3 We will accept an Order depending on availability. We can refuse to accept an Order for any reason.
3.4 When placing an Order you are responsible for accurately identifying the Goods you need.
3.5 All descriptions, illustrations and specifications contained in our catalogues, brochures and websites are for illustration only and do not form any part of these Conditions.
3.6 If you cancel any Order, you will indemnify us (which means you guarantee to cover us), in full, against any loss (including loss of profit), costs, damages, charges and expenses we suffer as a result.
 

4

Delivery

4.1 Unless we agree in writing otherwise, the price quoted for the Goods includes our standard delivery of the Goods to the delivery address agreed by the parties on the mainland of Great Britain. We may make an extra charge to cover any delivery which you request us to make by a means other than that which we normally use. We will deliver as near to the intended destination as a safe hard road permits. You will provide at the delivery address adequate and appropriate equipment and support to enable you to take delivery of the Goods.
4.2 Any dates quoted for delivering the Goods are approximate only, and time of delivery is not of the essence. We will not be liable for any delay in delivering the Goods, however it is caused.
4.3 If we cannot deliver an Order in full, at our sole discretion we may either:
4.3.1 send you a credit note for the shortfall; or
4.3.2 deliver the Order in instalments and send you an invoice for the actual quantity delivered and deliver the rest of the Order at a later date which we will arrange with you.
4.4 If we are delivering the Goods in instalments, each delivery will form a separate Contract which shall be invoiced and paid for separately. Any delay in delivery in an instalment shall not entitle you to cancel any other instalment.
4.5 You shall not be entitled to reject the Goods if we deliver 5% more or less than the quantity of Goods ordered but a prorata adjustment shall be made to the Order invoice.
4.6 The signature on the delivery note or drop sheet by any person working at the delivery address will be evidence that you have accepted delivery of the products in full.
4.7 If you fail to take delivery of the Goods or fail to give us adequate delivery instructions at the time given for delivery (unless we are at fault or there are circumstances beyond your reasonable control), without affecting any of our rights and any action we may be entitled to take, we may:
4.7.1 store the Goods until we actually deliver them and charge you for the reasonable costs (including insurance) of storage and any costs related to redelivery; or
4.7.2 sell the Goods at the best price we can get and (after deducting all related costs, including without limitation all reasonable storage, insurance and selling expenses) pay you any excess we make over the Contract price or charge you for any shortfall below the Contract price.
4.8 At any time, we can stop making deliveries and invoice you for any Goods we have already delivered to you, no matter what previous agreement or arrangements have been made.
 

5

Price

5.1 Quotations made on the basis of our third party suppliers' current prices are valid for 30 days unless otherwise stated, but Goods will be invoiced at the prices applicable at the date of delivery. All prices exclude VAT which is chargeable at the rate applicable at the date of invoice.
5.2 We reserve the right to revise the price of the Goods at any time to reflect changes in the prices which our third party suppliers are charging us, without giving you notice.
5.3 Pallets and returnable containers are charged to you if you return these to us damaged or do not return them to us within the specified time scale.
 

6

Payment

6.1 We will be entitled to invoice you for the price of the Goods on or at any time after we deliver them.
6.2 Our payment terms to approved credit customers are net cash payments due by the 20th day of the month following the month of invoicing unless otherwise agreed in writing.
6.3 Any credit terms extended to you are subject to review by us from time to time and we can at any time and without notice suspend or vary any credit terms given to you.
6.4 You must pay the invoice to us by direct debit, BACS or, with our agreement, cheque or credit card, by the due date. Time of payment is of the essence.
6.5 If you fail to make a payment by the date it is due, without affecting our other rights and any action we may be entitled to take, we may:
6.5.1 cancel the Contract or suspend any further deliveries;
6.5.2 use any payments you have made as we decide;
6.5.3 reduce or cancel any discount and review the discount available to you in the future;
6.5.4 charge you for all and any costs and expenses we have to pay to collect any payments due under these Conditions (including but not limited to £25 plus VAT on each event that any cheque presented by you is returned unpaid or any standing order or direct debit instruction fails to operate and £50 arrears charge on each event that the collection of any sum due us is referred to a third party collection agency or legal agents including solicitors); and
6.5.5 charge you interest (both before and after any judgment) on the amount you have not paid. We will use an annual rate of 5% above National Westminster Bank PLC’s base rate until you pay us in full. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount. You shall pay the interest together with any overdue amount.
6.6 If you:
6.6.1 agree to sell or otherwise dispose of your business or any part of it;
6.6.2 agree to sell or otherwise dispose of all or any part of the Goods to someone else (other than in the usual course of your business);
6.6.3 break these conditions or fail to pay any amounts due under these conditions (or any other agreement between you and us, or any of our subsidiaries, associates or holding companies) within three days of them becoming due (whether we demand it or not);
6.6.4 have a receiver, administrative receiver, administrator, provisional liquidator or liquidator appointed, pass a resolution for winding-up, have a court order made against you, are judged insolvent or bankrupt, cannot pay your debts as they fall due or make any arrangements with your creditors;
6.6.5 encumber or in any way charge any of the Goods; or
6.6.6 cease to trade, we will be entitled to demand payment of all invoices, whether they are due or not, and, if so requested by us, you must return any Goods we have delivered.
6.7 You must write to us forthwith of any of the events set out in clause 6.6 or if there is any material change in:
6.7.1 the information supplied by you to us which we considered before granting credit facilities to you; or
6.7.2 the nature or value of your assets including but not limited to the crystallisation of any security.
6.8 If you are liable to us, and as a result owe us money, under these Conditions or otherwise (or to any of our subsidiaries, associates or holding companies), we may use any amount you owe us to pay off any amount that we (or any of our subsidiaries, associates or holding companies) may otherwise owe you.
 

7

Risk and Property

7.1 The risk in the Goods shall pass to you on completion of delivery, or, if you fail to take delivery of the Goods, from the time when we tried to deliver them.
7.2 Title to the Goods shall not pass to you until we have received payment in full (in cash or cleared funds) for:
7.2.1 the Goods; and
7.2.2 any other goods that we have supplied to you in respect of which payment has become due.
7.3 Until title to the Goods has passed, you will
7.3.1 hold the Goods on a fiduciary basis as our bailee;
7.3.2 store the Goods (at no cost to us) separately from all your other goods or those of any third party in such a way that they remain readily identifiable as our property;
7.3.3 not destroy, deface or obscure in any way any identifying mark or packaging on or relating to the Goods;
7.3.4 maintain the Goods in satisfactory condition and keep them insured on our behalf for their full price against all risks; and
7.3.5 give us such information relating to the Goods that we may require from time to time.
7.4 You may sell the Goods before title has passed to you solely on the following conditions:
7.4.1 any sale is in the ordinary course of your business at full market value and you shall hold the amount of the proceeds that represents the amount owed by you to us on behalf of us and you shall account to us accordingly; and
7.4.2 any such sale shall be a sale of our property on your own behalf and you shall deal as principal when making the sale.
7.5 Until title in the Goods has passed to you (and as long as you have not sold them), we will be entitled to ask you to deliver them to us. You grant to us, our agents and employees an irrevocable licence to, at any time, enter any premises where the Goods are or may be stored in order to inspect or repossess the Goods.
7.6 You are not entitled to promise, or use as security for any debts, any of the Goods to which title has not passed to you. If you do, you will have to repay us all amounts you owe unless you first get our written permission.
 

8

Liability

8.1 Subject to clause 4.5 we will not be liable to you for any shortages in quantity we deliver, damage or loss, short-dated deliveries, or any faults in the Goods, unless you let us know in line with clause 8.2 below. We will not be liable for any faults in the Goods caused by your storage conditions, your deliberate damage, negligence, or failure to follow our instructions or misusing the Goods.
8.2 You must inform us in writing about any claim under clause 8.1 within three working days of the delivery.
8.3 If we accept your claim made in accordance with clause 8.1 and 8.2, we may at our option:
8.3.1 make up the shortfall to the Goods;
8.3.2 or repair the defective Goods; or
8.3.3 replace the defective Goods; or
8.3.4 refund the cost of any Goods either using a credit note or payment refund.
8.4 Nothing in these Conditions shall limit or exclude our liability for:
8.4.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
8.4.2 fraud or fraudulent misrepresentation; or
8.4.3 any other matter in respect of which is would be unlawful for us to exclude or restrict liability.
8.5 Subject always to clause 8.4:
8.5.1 we shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence) breach of statutory duty, or otherwise:
(a) for any loss of profit,
(b) or any indirect or consequential loss arising under on in connection with the Contract;
8.5.2 our total liability to you 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 of the Goods under the Contract from which the claim arises; and
8.5.3 unless specified otherwise in these Conditions, we exclude to the fullest extent possible any conditions, warranties, representations and other terms expressed or implied by any law or Act of Parliament.
8.6 We will not be liable for any failure or delay in performance of our obligations under the Contract to the extent that such failure or delay is caused by circumstances beyond our control, including but not limited to trade disputes, poor weather, breakdowns or natural disasters.
8.7 We will not be liable for any advice or recommendation given by us, our employees, agents or subcontractors about storing or using the Goods unless we confirm this information in writing and any such liability will be subject always to the provision of these Conditions.
8.8 Our agents and employees and those of third party carriers are not authorised to accept the return of Goods delivered unless in possession of a signed goods return note issued by our depot of origin and no returns will be accepted unless the original delivery note number or invoice number is quoted. We reserve the right to charge a restocking charge equal to ten percent of the original invoice value of all Goods returned with a minimum charge of £10.
 

9

Export Sales

9.1 Where the goods are supplied for export from the United Kingdom, the provisions of this clause 9 shall (subject to any special terms agreed in writing between you and us) apply notwithstanding any other provisions of these Conditions.
9.2 The “Incoterms” of the International Chamber of Commerce which are in force at the time when the contract is made shall apply to exports of Goods.
9.3 You will be responsible for complying with any legislation or regulations governing the importation of Goods into the country of destination and for the payment of any duties on them.
9.4 Unless otherwise agreed in writing, the Goods shall be delivered FOB the air or sea port of shipment and we shall be under no obligation to give notice under Section 32(3) of the Sale of Goods Act 1979.
9.5 Where we have agreed to invoice for the Goods in a currency other than sterling we may at any time prior to delivery revise the price of the Goods to take account of any variation in exchange rates.
 

10

General

10.1 We will be entitled to transfer to any other person all or any of our rights or the benefit of those rights created by any Contract between us and you to which these Conditions apply.
10.2 You will not be entitled to transfer to any other person all or any of your rights, or the benefit of those rights, created by any Contract between us to which these Conditions apply.
10.3 Any notice given under these Conditions must be in writing and addressed to: (i) you at the agreed delivery address or any other address you have told us to use; or (ii) us at our address specified at the top of these Conditions or any other address we have told you to use.
10.4 A waiver or any right or remedy under the Contract shall not be deemed a waiver of subsequent breach or default. 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.
10.5 If at any time:
10.5.1 any of these Conditions should be wholly or partly illegal, invalid or unenforceable, then such illegality, invalidity or enforceability will not affect the other remaining Conditions in any way;
10.5.2 any of these Conditions should be wholly invalid or unenforceable but would be valid or enforceable if some part of the Condition were deleted, then the Condition in question shall apply with such modification as may be necessary to make it valid and enforceable.
10.6 You agree with us that except as expressly provided in clauses 6.8 no term of these Conditions shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
10.7 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 or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.