1.1 In these terms and conditions the following words or phrases shall bear the following meanings:
‘Company’ – Wynnstay (Agricultural Supplies) Ltd or any of its associated companies (part of Wynnstay Group Plc), joint ventures, representatives or agents.
‘Customer’ – the person, partnership or company being a customer of the ‘Company’ or his agent or authorised representative.
‘Goods’ – any product or services obtained from the Company by the Customer or his agent.
‘Account’ – means the Account maintained by the Company to record all sales transactions with the Customer.
‘Credit’ – the obtaining of any Goods where payment will be made at some time in the future.
2. Credit Limit
2.1 If the Customer’s application is accepted, the Company will set a credit limit. The amount outstanding as owing to the Company may not exceed the credit limit set irrespective of whether any of the invoices are overdue for payment. The Company reserves the right to alter the credit limit at any time and at its discretion.
2.2 The credit limit may be reviewed from time to time or at the request of the Customer.
2.3 The Company may at any time and at the Company’s discretion cancel, suspend, restrict or defer the Customer’s right to obtain Goods on Credit.
3. Standard Payment Terms
3.1 The standard payment terms shall be that Goods will be due for payment no later than 19th of the month following the month of supply of Goods. Non-standard payment terms may be required for specific goods as notified at the time of sale.
3.2 The Company reserves the right to alter the standard payment terms from time to time.
3.3 The Company reserves the right to insist on payment by Direct Debit on any account.
3.4 Receipts for payments will not be issued unless specifically requested.
3.5 The Company reserves the right to charge interest on overdue amounts. Such interest will be charged daily at a rate of 5% per annum above the base lending rate for the time being of HSBC plc.
3.6 The Customer shall be liable to the Company for any charge incurred by the Company as a result of any non-payment or any payment being dishonoured including any legal costs incurred.
3.7 Notwithstanding the above provisions, the Company reserves the right to stop extending credit and to call for full payment of all outstanding amounts at any time.
4. Invoicing Procedure
4.1 At the end of each month the Company will render an Invoice/Statement in respect of Goods supplied during that month with the exception of invoices requiring payment other than on the standard payment terms, which will be forwarded separately.
4.2 The minimum invoice amount for a credit transaction shall be £20.00 unless the account usage exceeds £125.00 per calendar month.
5. Credit Charge & Pricing
5.1 Prices invoiced will be those in ruling at the date of supply and a credit charge of 10% will be added to every Invoice/Statement.
5.2 Credit charge will be deductible providing payment is made by the due date.
6.1 Whilst delivery dates are given by the Company in good faith based upon information available to the Company, such dates are not guaranteed and time for delivery shall not be made of the essence by notice, the Company accepts no liability for any delay in delivery, howsoever caused and the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits or loss of business), costs, damages, charges or expenses as a result of any such delay.
6.2 No delay shall entitle the Customer to reject any such delivery or any further instalments or part of the order or to repudiate the contract or the order or any part thereof or to claim any damages or compensation in respect of any such delay.
6.3 Any shortage of delivery or damage to Goods must be notified to the Company in writing within 3 days of delivery. The liability of the Company shall be limited to the repair or replacement (at the Company’s discretion) of damaged or non-delivered Goods providing notice is given as required by this condition.
7.1 Unless otherwise agreed by the Company in writing, the price of the Goods shall be the price set out in the Company’s published price list on the date of delivery.
7.2 The price of the goods shall be exclusive of any VAT.
7.3 The Company reserves the right by giving written notice to the Customer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the reasonable control of the Company (including without limitation any increase in packaging, insurance, transportation costs, costs of labour, materials or other costs of manufacture, taxes, tariffs or import duties (where applicable) or changes in legislation or regulations) or any changes in delivery dates, quantities or specifications for the Goods which are requested by the Customer or any delay caused by failure of the Customer to give the Company adequate information or instructions.
8.1 Any advice given by an employee or agent of the Company is given in good faith and with reasonable care, however the Company accepts no liability for any loss, loss of profit or any other expense incurred as a result of the Customer following such advice.
8.2 Where the Customer requires advice it is strongly advised that the Customer obtains independent advice and/or make a request in writing to the Company for confirmed advice in writing.
8.3 No employee or agent of the Company has any authority to give any guarantee or make any statement or representation in relation to the Goods which is binding on either themselves or the Company.
9. Title & Risk
9.1 The risk in Goods supplied shall pass to the Customer on delivery to his premises, vehicle, agent or representative.
9.2 The ownership and property in the Goods shall remain with the Company until such time as the full amount payable in respect of the Goods and any other work or services in connection with which whey were supplied, has been paid to the Company.
9.3 Until such time as the property in the Goods passes to the Customer, the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
9.4 Where the Customer is a merchant and re-sells the goods in the normal course of its business, property shall pass immediately prior to property passing from the Customer to a third party. In that event, the Company shall be entitled to a lien on all money paid or goods transferred to the Customer by the third party by way of payment until all money owed the by the Customer has been paid to the Company.
10. Sale or Supply of Seeds
10.1 In addition to all other conditions contained herein the following conditions shall specifically apply to the sale of seeds.
10.2 All orders for the sale of seeds are accepted subject to availability. The Customer is put on notice that seeds are growing organisms and growth is subject to pests, disease and climatic conditions. The Company reserves the right in the event of market shortage to cancel any contract for sale of seeds without any liability to the Company or to apportion such supplies as become available amongst it’s customers at the Company’s sole discretion. In the event that a particular variety of seed is unavailable the Company reserves the right to substitute a suitable alternative variety.
10.3 The Company reserves the right by giving notice to the Customer at any time before delivery of the seeds to increase the price of the seeds to reflect the result of the implementation of any legislation, directives, regulations or other relevant rules including, but without limitation, the grant of plant breeders’ rights under the Plant Variety and Seeds Act 1964 or any change in the rate of royalty payable to the owner of such rights.
10.4 Seeds supplied by the Company will comply at the time of delivery with any United Kingdom Seeds Regulations from time to time in force. Any literature or other information or advice given by or on behalf of the Company is for guidance only and shall not form part of any order or contract. Such information or guidance does not constitute a representation or warranty. The Customer should satisfy himself that any seeds which he orders are of a variety and performance satisfactory for his requirements and any orders are placed at the Customer’s own risk.
10.5 It is not a condition of sale, nor does the Company warrant that any seed sold by it, shall be free from latent defects and the Company shall not be responsible in any way for the resultant crop, in particular and without prejudice the generality of this paragraph the Company does not warrant that the seeds are free of loose smut and the Company will not accept liability whatsoever for any damage, direct or consequential which the Customer might suffer as a result of the presence of loose smut in the seeds sold.
10.6 Where at the Customers request the Company applies any treatment whether chemical or otherwise to the seed and the Company’s only duty shall be to ensure that such treatment is carried out in the correct manner and or in accordance with instructions given by the manufacturer or the chemical in question and the Company accepts no responsibility whatsoever for the effectiveness of such treatment or for any damage direct or consequential which may result therefrom.
10.7 Where seeds have been treated with a liquid slurry or powder to control pests or diseases or have been fumigated or pelleted the purity and germination percentages are based on tests made before treatment.
10.5 All seeds are offered and sold for the production of consumer crops and not for the reproduction of seed. The Company does not accept any responsibility whatsoever for any seed crops produced.
10.6 The provisions of the Plant Variety and Seeds Act 1964(as amended) do not apply to the sale of seeds to a person who purchases them with a view to cleaning them before they are sold or exposed for sale.
10.7 All seed varieties are sold on the understanding that they will be sown in the United Kingdom and will not be resold for export without the prior written permission of the Company if the variety if bred by the Company, or of the breeder or the United Kingdom breeders’ agent if the breeder is other than the Company. The Customer hereby agrees to indemnify the Company against all costs claims and liabilities which may occur as a result of a breach of this paragraph.
10.8 It shall be a condition precedent for a claim to be considered by the Company arising under these Conditions for the Customer to provide clear proof that the seeds sown and alleged to have performed unsatisfactorily were in fact the seeds supplied by the Company and that it was sown on suitably prepared ground, treated carefully and correctly throughout and subject to such conditions as were likely to produce a favourable crop.
11. Your Information
11.1 When you apply to open an account and from time to time during the operation of your account, where it is necessary for the ongoing operation of the account, we will search your record at credit reference agencies using the information you have provided. We will use the information obtained in a process called credit scoring to assess your application and to verify your identity. If you give us false or inaccurate information and we identify fraud, we will record this with fraud prevention agencies.
11.2 Whether or not this application proceeds, the credit reference agency will place a record of our search on your credit file. This record (but not our name) will be seen by other organisations when you apply for credit in the future.
11.3 The agencies may supply us with credit information about you such as previous applications, fraud prevention information and public information such as County Court Judgments, bankruptcies and the Electoral Register.
11.4 Where it is necessary for the performance of any contract under this agreement, we will disclose relevant information about you and your account to any company or third party who is involved in the necessary performance of the contract.
11.5 The Company is a member of a trade merchants’ protection society and in order to protect our vital business interests we exchange information about customers who fail to adhere to payment terms. The Company may obtain or disclose any information concerning the conduct of your account to the society to help other members in assessing applications for credit.
11.7 You have the right to request a copy of the information we hold about you. This request must be in writing and the Company may make a charge for this service.
12. Right of Contra
12.1 The Company reserves the right to offset any invoice owed by the Customer against monies owed to the Customer in respect of goods or services provided to the Company by the Customer on any other contract.
13. Alterations to Terms
13.1 Any temporary waiver or indulgence by the Company in exercising its rights under these terms shall in no way restrict or alter any of the terms expressed herein nor the rights of the Company to enforce those terms.
13.2 The Company reserves the general right to alter the Terms & Conditions of Sale from time to time.
14. Limitation of Liability
14.1 The liability of the Company under these terms and conditions, in respect of any contract, and in breach of statutory duty and in tort, misrepresentation or otherwise will be limited to this clause.
14.2 Subject to clauses 6, 8, 9 and 10, all warranties, conditions, or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
14.3 If we do not deliver the goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the goods.
14.4 Our liability will not in any circumstances exceed the total amount payable by the Customer.
14.5 The Company will not be liable (whether caused by its employees, agents or otherwise) in connection with the Goods for:
(a) any indirect, special or consequential loss, damage, costs or expenses and/or
(b) any loss of profits, loss of anticipated profits, loss of business, loss of reputation or goodwill, business interruption or other third-party claims and/or
(c) any failure to perform any of its obligations if such delay or failure is due to any cause beyond its reasonable control and/or
(d) any losses caused directly or indirectly by any failure or breach by the Customer in relation to the Customer’s obligations and/or
(e) any losses relating to the choice of the Goods and how they will meet the Customer’s purpose or use by the Customer of the Goods supplied.
14.6 The exclusions of liability contained within this clause will not exclude or limit the Company’s liability for death or personal injury caused by its negligence or for any matter for which it would be illegal for the Company to exclude or limit its liability, and for fraud or fraudulent misrepresentation.
15. Law and Jurisdiction
15.1 These terms and conditions and any contract which is subject to them shall be governed by the laws of England and Wales and all parties will accept the jurisdiction of the courts of England and Wales.
15.2 The uniform laws on International Sales are excluded.