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. 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 that our third party suppliers are charging us.
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 invoice 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, on notice to you, suspend or vary any credit terms given to you.
6.4 You must pay the invoice to us by direct debit, BACS or debit/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 to 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 unpaid 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 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;
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 about these 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 clauses 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 it 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 for:

(a) any loss of profit;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of opportunity;
(e) loss of or damage to goodwill; or
(f) 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, natural disasters, acts of God, disease, war, riot, civil commotion, malicious damage, fire, flood, storm, epidemics or pandemics.
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.

9 Disclaimer in respect of Melcourt Sylvamix® products

9.1 In less than 0.5% by volume of Melcourt Sylvamix® branded products, a fungal infection, Melanoleuca verrucipes has caused damage to some plants grown by using such branded products. There is a small possibility that should you purchase from us and use Melcourt Sylvamix® branded products on any plant, such plants may be affected by Melanoleuca verrucipes.
Subject to clause 8.4, we will not be liable to you (under section 14 of the Sale of Goods Act 1979 or otherwise) for any loss, damages, costs, liability or expenses suffered or incurred in connection with the use by you of any Melcourt Sylvamix®branded product purchased from us on any plant (whether purchased from us or otherwise).
9.2 If you can demonstrate to the reasonable satisfaction of both us and Melcourt Sylvamix ® that a Melcourt Sylvamix ® branded product purchased by you from us as directly caused an infection of Melanoleuca verrucipeson any plant owned by you or has caused any other problem at your premises, then we will make a refund to you equal to the price paid for the Goods.

10 Export Sales

10.1 Where the goods are supplied for export from the United Kingdom, the provisions of this clause 10 shall (subject to any special terms agreed in writing between you and us) apply notwithstanding any other provisions of these Conditions.
10.2 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, currently the Incoterms ® 2020.
10.3 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.
10.4 Unless otherwise agreed in writing, the Goods shall be delivered FOB the air or seaport of shipment and we shall be under no obligation to give notice under Section 32 (3) of the Sale of Goods Act 1979.
10.5 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.

11 General

11.1 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.
11.2 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.
11.3 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.
11.4 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.
11.5 If at any time:
11.5.1 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;
11.5.2 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.
11.6 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.
11.7 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.

Fargro Limited Terms & Conditions of Sale 2021