Yara Phosyn Ltd - Conditions Of Sale
1. Contract
These Conditions of Sale shall constitute the whole of the contract between you and ourselves with respect to the goods/product detailed in any order, acknowledgement of order, delivery note and/or invoice which shall apply to the exclusion of any other terms or conditions.
2. Prices
2.1 We will only use the personal information you send us for the purpose of providing you with the information you request. We will only hold your information for as long as is necessary for these purposes and will not pass it on to any other parties.
2.2 Prices quoted are net of VAT and any government duty, levy or tax applicable. Unless otherwise indicated all prices quoted are ex works.
3. Delivery
3.1 All times and dates for delivery are given as a best estimate and are approximate only and shall not be the essence of the contract. We will not be liable for any loss or damage resulting from any delay howsoever caused and you shall not be entitled to rescind or avoid the contract by reason of any such delay.
3.2 Unless excluded by our acknowledgement of order we may deliver goods to you by instalments and invoice accordingly.
3.3 We may refuse to deliver further goods if any of our invoices are dishonoured.
4. Damage by Transit
We can accept no liability for damage, shortage or loss in transit unless:-
(a) Damage or shortage is notified in writing to us at our registered office within a reasonable time of delivery.
(b) Non-delivery is notified in writing to us within 14 days of the date of advice of dispatch.
5. Payment
5.1 Payment for goods supplied shall become due at the end of the month following date of invoice for the goods unless otherwise stated.
5.2 Interest will be charged on outstanding sums at a rate of 4% above the base rate (as varied from time to time) of Barclays Bank plc and shall be calculated on a day-to-day basis from the date payment becomes due to the date payment is received and shall apply both before and after any judgment.
5.3 Any discount noted on our invoice is withdrawn if payment is not made when due.
5.4 Where Clause 8 below applies all invoices will be treated as immediately due and payable in full.
6. Risk
6.1 Risk in the goods shall pass to you when the goods are delivered by or collected from us.
6.2 Risk in the goods shall pass on wrongful refusal by you or your agents to accept delivery, in which case we may charge for haulage, storage and administration.
7. Title
7.1 Notwithstanding risk in the goods passing in accordance with Clause 6 above, title in the goods shall not pass until payment has been received by us in full for the relevant goods. In the meantime, you shall keep the goods safe and insured and you may deal with the goods in the ordinary course of your business.
7.2 Before title has passed and without prejudice to any of our other rights we shall have the right to recover or re-sell the goods or any of them and we or our employees or agents may enter upon your premises for that purpose.
7.3 If the goods are sold or hired by you you shall ensure that the full proceeds of sale received by you are kept on trust for us and shall be kept separate from your own monies and from all other accounts and we shall be entitled to trace all such proceeds of sale or hire received by you through any bank or other account maintained by you.
8. Insolvency
If you are or become insolvent or unable to pay your debts as they fall due (including circumstances in which a receiver or liquidator or manager or administrator or any person acting in like capacity is appointed over your business and/or any of your assets) or, in the case of individuals, you are bankrupt, or your make a composition or arrangement with your creditors, then we will be entitled immediately to treat ourselves as discharged from any further obligation or duty to you (although we may at our option press for completion of all our respective outstanding obligations). In these circumstances we are entitled to immediate access to any of your premises in order to reclaim our goods. We reserve all of our other rights and remedies.
9. Limitations and Exclusions
9.1 We accept no liability of any kind whatsoever (save where and to the extent that such liability cannot lawfully be excluded by express provision to that effect) in respect of any loss or damage arising from the goods supplied or their use.
9.2 We will, at our own option, replace or repair any goods which are not of satisfactory quality presented to us within 14 days of delivery and this shall be our sole liability in relation to such goods.
9.3 We do not accept liability in respect of the suitability of our goods for any particular purpose, even if these purposes have been discussed with us or where, in good faith, we have suggested particular goods for particular purposes.
9.4 Goods damaged in transit must be notified to us within a reasonable time of delivery.
9.5 Goods not confirming to a specification must be notified to us within 14 days of delivery.
9.6 Where we accept responsibility for such goods we will (as our final liability) at our option replaced the goods or give you a credit note for the value of the goods.
9.7 We do not accept any liability for late delivery.
9.8 We do not accept any liability for consequential or indirect loss including loss of profit, business, contracts, revenues or anticipated savings.
9.9 Subject to clause 9.11 below if on any ground we are liable to you, our maximum aggregate liability is limited to the total value of the goods purchased by you in the twelve months prior to the act or omission giving rise to the liability.
9.10 Neither party is liable to the other for any loss arising from causes or circumstances (including but so as not to be exhaustive act of God, fire, explosion, civil commotion, war, expropriation, labour disputes, supervening legislation or act of government) wholly beyond that party's reasonable control.
9.11 Nothing in these Conditions excludes or limits our liability within the United Kingdom for death or personal injury caused by our negligence.
9.12 Where goods are manufactured to your specification subject to clause 9.11 above we do not accept any liability whatsoever and you irrevocably and unconditionally agree to fully and effectively indemnify us against any liability whatsoever.
9.13 Subject to clause 9.11 above we will not accept any liability where goods are sold by us to you and stored by you or some other person unless those goods are stored indoors under normal conditions for a period not exceeding eighteen months from the date of delivery to you.
9.14 The timing, rate, method of application, tank mixes, weather and crop/produce conditions are all outside the control of ourselves and must be the responsibility of the purchaser. We warrant that the goods conform to the chemical description given on the label on the goods. Neither this warranty nor any other warranty of satisfactory quality or fitness for a particular purpose express or implied, extends the use of the product contrary to label instructions, or under abnormal conditions, or under conditions not reasonably foreseeable by us, and the buyer assumes the risk of any such use.
10. Description of Goods
All descriptions and illustrations of the goods contained in any of our catalogues, price lists, advertising matter and other literature are intended merely to present a general idea of the goods described or shown therein and none of them shall form part of any contract.
11. Oral Warranties
We will not be bound by any oral warranty purported to be given by us or on our behalf unless it is confirmed in writing, such confirmation to be signed by us or a person authorised by us to sign on our behalf.
12. Re-Packaging and Labelling
12.1 The goods are sold on the understanding that if they are for re-sale they be re-sold in the same packaging and condition as they were despatched from ourselves. The goods must not be repackaged unless previously agreed in writing with ourselves. Such re-packaged goods, and any related literature must incorporate clearly and legibly, the following:-
"The manufacturer warrants that the contents of this unopened container conforms to the chemical description given on this label. The product should only be used as described on this label or in accordance with concurrent instructions in writing from the manufacturer. Any application of the product outside the label recommendation, or further instruction from the manufacturer in writing, must be at the purchasers own risk. If there is any doubt regarding the suitability of the product for a particular usage, the purchase should contact the supplier of the product. The timing, rate and method of application; tank mixes, weather and crop conditions are all outside the control of the manufacturer and must be the responsibility of the purchaser. Neither the above warranty nor any other warranty of satisfactory quality or fitness for a particular purpose, express or implied, extends to the use of this product contrary to label instructions, or under abnormal conditions or under conditions not reasonably foreseeable by us and the buyer assumes the risk of any such use. The Manufacturer does not exclude liability for death or personal injury arising from its negligence. The Manufacturer of the goods is Yara Phosyn Ltd."
12.2 In the event that we agree in writing for goods to be re-packaged it is only on the basis that all product and public liability is the responsibility of the re-packer. We will only warrant the quality of the product sold to the re-packer and cannot be responsible for any contamination or damage to the product caused by any re-packaging process.
12.3 If sub-clause 12.1 above is not strictly complied with we will not accept any liability whatsoever.
12.4 In any event we shall not be liable for the infringement of any intellectual property rights relating to such reselling or repackaging and you irrevocably and unconditionally agree to fully and effectively indemnity us against any liability whatsoever arising therefrom.
13. Analytical Services
13.1 The methods used in our laboratory are based on well established chemical extraction methods following current guidelines, unless otherwise indicated.
13.2 Whilst every care is taken to ensure that the results from analysis are as accurate as possible, it is important to note that the analysis relates to the sample received by our laboratory, and is representative only of that sample. No warranty is given by the laboratory that the results from analysis relate to any part of a field or growing area not covered by the sample received and accordingly our liability in connection with such analysis is hereby excluded.
13.3 It is important to ensure that any sample sent for analysis is representative of the area requiring analysis and that samples are obtained in accordance with established sampling techniques.
13.4 A leaflet containing instructions on how to take samples is available from our laboratory on request.
14. Third Party Rights
For the avoidance of doubt nothing in this Agreement shall confer on any third party any benefit or the right to enforce any term of this Agreement.
15. Whole Agreement and Waiver
15.1 If any of these Conditions is held invalid or unenforceable in whole or in part the validity of the remaining Conditions and the remainder of the provision in question shall not be effected.
15.2 No waiver by us of any breach by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
16. Law/Jurisdiction
These conditions shall be interpreted and shall operate in all respects in accordance with the laws of England and both parties submit to the non-exclusive jurisdiction of the English Courts but any order or judgement of the English Courts may be enforced without limitation against any assets or revenues in other jurisdictions.