actionfarm

08000 275 276

sales@actionfarm.co.uk

General Terms of Sale

Interpretation - In these Terms of Sale “ACT” means Agricultural Central Trading Limited; “the contract” means each contract for the sale of goods by ACT to the Customer which is governed by these terms: “the Customer” means the person buying goods from ACT; the singular includes the plural and the converse applies; words denoting gender include the other gender; heading are for convenience only and do not affect the meaning of any clause.

Orders

Once and order is accepted by ACT it shall not be open to cancellation by the Customer without the consent of ACT and then subject to such conditions as ACT specifies.
ACT may change the specification of goods to be supplied to the Customer, if this is necessary to comply with requirements lawfully imposed by national or European Community authorities and to make other changes which do not materially affect the suitability of the goods for the purposes for which they are normally used.

Delivery

Unless agred otherwise, the goods shall be delivered at the Customer’s premises.
If the Customer fails to accept delivery when duly tendered then he shall be liable to pay to ACT such sum as ACT may reasonably invoice to cover the costs of storage, insurance, haulage and other expenses incurred as a result .
Unless agreed otherwise in writing, time of delivery shall not be of the essence of the contract. The Customer shall not have the right to cancel an order on the grounds of late delivery.
Unless agreed other wise in writing, any consignment of goods delivered in bulk shall be taken to be in accordance with the contract if the actual quantity is within five percent of the quantity due.
If the goods are delivered in installments then each delivery shall be tread as performance of a separate contract and the failure to deliver, or a complaint concerning, any installment shall not entitle the Customer to treat the contract as a whole as being discharged.

Risk

The risk of loss or theft of, or damage to, the goods shall pass to the Customer at the time of delivery to him.

Ownership

The property in goods supplied shall pass to the customer on the receipt by ACT in cash or cleared funds of payment of the full purchase price together with the VAT and any credit charge due under Clause 14. After delivery and before such payment the Customer shall hold the goods as fiduciary bailee of ACT and, unless agreed otherwise, shall have no authority to sell the goods.
ACT shall have the right to take possession of any goods supplied in respect of which, by virtue of Clause 10, the property has not passed to the Customer and to enter the Customer’s premises for the purpose at any time after an encumbrancer takes possession or a receiver is appointed of the whole or any part of the Customer’s property or undertaking, or the Customer makes any composition or scheme or arrangement with his creditors or becomes subject to a bankruptcy order or and administration order or goes into liquidation.

Prices

Notwithstanding any prices or discounts stated in any catalogue, brochure or other publication, the price of every consignment of goods, unless other wise agreed in writing, shall be as stared in he pricing schedule of ACT current at the time of delivery withe the addition of carriage and/or postage. Unless other wise indicated, all prices so stated are exclusive to VAT.

Payment

Unless other wise stated on the invoice, payment for goods shall be due on the 14th day of the month following the month of invoice and shall be made by cheque payable to “Agricultural Central trading Limited”, crossed “account payee” and sent to ACT Ltd., 90 The Broadway, Chesham, Buckinghamshire, HP5 1EG.
If any payment or part-payment is overdue then
1. to the sum overdue shall be added interest a 3% over the Barclays Bank Base Rate on the outstanding sum until the sum is paid in full and
2. ACT shall have the right to suspend further deliveries to the Customer until all outstanding sums due form the Customer have been paid in full and
3. ACT shall have the right to appropriate andy part payment to such goods sold by ACT to the Customer as ACT thinks fit, notwithstanding any purported appropriation by the Customer.

The Customer shall indemnify ACT against all expenditure arising from any action reasonably taken by ACT to suspend deliveries and/or to recover money due but unpaid, including (but not limited to) the cost of employing debt collectors and the costs of any legal proceedings.

Statutory Charges

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, 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.

Non-Payment

ACT reserves the right to withhold deliveries under any Contract until all and any outstanding payments under i or any other Contract with ACT by the Customer have been received and reserves a lien upon - and the right to sell or otherwise dispose of - all goods the subject of the Contract whether appropriated to it or not in respect of any such payments.

Insolvency

1. if either party to the contract
  1. has a Receiver or Administrative Receiver appointed to any of its property or business undertakings; or
  2. announces that it has ceased or will or intends to cease to trade (except where such announcement is due to a forthcoming retirement whilst honouring all existing Contracts): or
  3. suspends payment of its debts or fails to pay, is unable to pay or admits or states its inability to pay, its debs as they fall due; or
  4. disposes o threatens to dispose o all or a material part of its assets whether by one or a s series of transactions (other than for the sole purpose of and followed by reconstruction or amalgamation make known to and approved by the other party); or
  5. convenes, calls or holds a meeting of its creditors or makes any arrangement, or voluntary arrangement of composition with its creditors:
2. If:
  1. the directors of one party make or state an intention to make or give notice of a proposal for a voluntary arrangement under Part 1 of the Insolvency Act 1986: or
  2. a petition is presented for winding-up or administration f one party: or
  3. a resolution (other than for the sole purpose of and followed by reconstruction or amalgamation of one party of which notice has been given to the other party who has approved it) is passed for the voluntary winding up of one party: or
  4. one party is dissolved: or
  5. a statutory Demand in bankruptcy is served on one party: or
  6. a Bankruptcy Petition is presented against one party: or
  7. a party suffers the levy or enforcement of any execution, distress, sequestration, detention or other process on any of its property or premises: or
  8. a party being a partnership any of the above events occurs with respect to the partnership or to any partner therein: then notwithstanding and previous arrangement with the other party for deferred payments the full or full remaining price for andy goods delivered by the innocent party shall become immediately due to it; and the innocent party shall have the right upon giving written notice to the other party without prejudice to any other rights and remedies available to it forthwith to cancel and/or suspend or to refuse to accept andy further deliveries and/or to terminate the Contract at any time after becoming aware of the above circumstances.
3. Whenever any of these rights are exercised by the innocent party, the innocent party will not be liable to pay any compensation to the other party.

Force Majeure

ACT shall not be liable for any loss, injury or damage suffered by the Customer as a consequence of ACT defaulting in any obligation under the contract as a result of industrial action or restriction s imposed by a Government authority at local, national or European Community level or breakdown of machinery or disease or weather conditions or flood or fire or act of God or by any other occurrence which ACT is unable to prevent by taking reasonable measures. ACT shall notify the Customer as son as is reasonably practicable after the occurrence.

Liability

Whenever a product is ordered by the Customer under a brand name and is delivered to him by ACT in the manufacturer’s original packaging then under no circumstances whatsoever does ACT accept any greater liability for andy injury damage and/or loss that the product may cause to the Customer than is accepted by the manufactures of the said product themselves. Without prejudice to the generality of the above disclaimer of liability the Customer should note that manufactures of goods do not normally accept any liability for injury damage and/or loss arising form the use of goods manufactured by them if the use to which the goods are put is not one of those set out on their own label or in the technical instructions delivered with the said goods nor will they do so if the Customer has failed to observe the instructions for use supplied with the goods.

Save for liability for death or personal injury caused by the negligence of ACT and/or such servants or agents of ACT for whom they are deemed in law to be responsible, or under the provisions of the Consumer Protection Act 1987 (or any successor thereto) and/or any liability for defective goods under any United Kingdom Statute or Regulations made thereunder which imposes specific conditions and/pr warranties and provides that these cannot be excluded by the parties to the contract, ACT shall not be under andy liability to the injury damage and/or loss resulting directly or indirectly form such defects howsoever caused and except as provided above no warranty or condition whether express or implied by law statute or custom of trade as to the quality or fitness for any particular purpose or merchantability of such goods is given. The Customer holds himself out as entering into the contract in the course of business.

ACT when supplying goods under a brand name (whether such goods are manufactured by ACT or by a third party) warrant only that such goods will be merchantable under their original description and will be fit for any particular purpose for which they have at any time been held out to be fit under that brand name. It is neither a condition nor a warranty of the contract that goods sold under the said brand name will at all time consist of the same ingredients and/or the same proportion of ingredients.ACT accepts no liability whatsoever for any injury damage and/or loss of whatever description and whether direct or consequential which such change may cause to the Customer.

Without prejudice to the generality of the disclaimer of liability above ACT at their sole discretion undertakes to replace allegedly defective goods or to refund to the Customer up to the invoice price of such goods where ACT is satisfied that they are responsible. Save as already elsewhere provided and for such replacement and/or refund ACT shall not under any circumstances whatsoever be liable to the Customer for andy loss and/or damage whether direct or consequential.

Advice

Unless otherwise agreed between the parties, advice by ACT to the Customer shall not form part of the contract. ACT accepts no responsibility for any advice given to the Customer by their employees, servants or agents and accept no liability for any injury, loss and/or damage resulting directly and/or indirectly from any such advice. Without prejudice to the above if goods the subject of this contract are manufactured by a Third Party and are delivered with the manufacturer’s recommendations for the use of the goods in question and the advice so given differs form other advice received by the Customer form whatsoever source the Customer must either follow the manufacturer's instructions or, if in any doubt, apply to the manufacturers for further advice. Failure to do so may lose for the customer any protection form warranties given by the manufacturers to all recipients of the said goods and ACT accepts no liability whatsoever for any injury, damage and/or loss suffered by the Customer who has failed to follow the manufacturer’s recommendations.

Claims

The Customer shall examine each consignment of goods as soon as practicable after delivery. ACT shall endeavour to assist the Customer in making a claim against the manufacturer, the consignor or the haulier
1. for a failure of the goods delivered to correspond with he order in quantity or description or a defect in the goods rendering them to be not of satisfactory quality, if the failure or defect is reported to ACT in writing with seven days after delivery or
2. for a total failure to deliver a consignment, if the failure is reported to ACT in writing within ten days after the date of invoice
but, in either case, the Customer shall furnish ACT with such evidence to support the complaint as ACT may reasonably request.

ACT shall not be under any obligation to accept goods returned by the Customer without ACT’s prior consent and shall not be liable for any loss or theft of, or damage to, goods so returned. The Customer shall ensure that goods returned with such consent are accompanied by a written record of the Customer’s name and address, the invoice number and the reason for the return.

Special Terms

These Terms of Sale shall be subject to any special terms governing specific categories of transaction which ACT may notify form time to time to the Customer and, in the event of there being andy inconsistency between the two, the special terms shall prevail.

Additional Conditions Applicable to Seeds

1. Quality of Seeds: Seeds supplied by ACT are guaranteed to comply at the time of delivery with the UK Seeds Regulation currently in force. All information whether contained in ACT’s catalogue or given by ACT’s staff and related to varieties, varietal characteristics or periods of maturity or fitness for any particular purpose or other wise relating to the performance of seeds is given for general guidance only. The Customer is therefore advised that any such information given to them does not constitute a representation by ACT as t to these matters and should not be relied on as such. The Customer should satisfy himself that any seeds which they order are of a variety and performance satisfactory for their requirements and order such seeds at their own risk.
2. Latent defect: Diseases of plants can be transmitted by the wind, by insects, by animals or by human agencies and may be see borne or soil borne. ACT believes the seed it sells to be free from latent defect but it is not a condition of sale, nor does ACT warrant that any seed sold by it shall be free form such defect and ACT will not be responsible in any way for the resultant crop.
3. Loose Smut: Although every care is taken in the selection and testing of seed, it is not a condition of sale, nor does ACT warrant that the seed sold is free of loose smut and ACT will not accept any liability whatsoever for andy damage direct or consequential which the Customer might suffer as a result of the presence of loose smut in the seed sold.
4. Special Treatments: Where specially treated or tested seed is the subject of any contract, ACT’s assurance is limited to the fact that the treatment or testing to the specification quoted has been carried out: beyond this assurance, ACT does not accept any liability.
5. Complaints: No complint under the terms of thes Conditions can be consdered unless clear proof can be given thet the see grown and alleged to ahve performed unstisfactorily was in fact the seed supplied by ACT, that it was sown on suitably prepared ground and treated carefully and correctyl throughtout.
6. Plant Varieties and Seeds Act 1964: The price of any variety which becomes the subject of a grant of plant breeder’s rights under the Plant Varieties and Seeds Act 1964 will be adjusted to include the cost of any royalty payable to the owner of the rights. If, in the case of a variety which is already the subject of a plant breeders rights, there is any change in the rate of royalty payable to the owner of the rights, the price will be adjusted accordingly.
7. Deliveries: It is the responsibility of the Customer to inspect the goods on delivery and to ensure that the goods delivered are the same as the goods ordered. ACT shall not be liable for any claim for incorrect delivery. The Customer should further check the official seed label and chemical treatment label on each bag before use.
8. Shortages: If, by reason of events outwith ACT’s control (including, but not limited to, the effects of pests, disease or unfavorable climatic conditions), ACT is prevented from delivering to the Customer all or part of the goods by the appropriate delivery date then:-
  1. in the case of shortage ACT shall be entitled to apportion its existing stocks among its customers at ACT’s sole discretion and the amount apportioned to the Customer shall be deemed to be the contract quantity and the Customer shall pay for the actual quantity delivered.
  2. in the case of no stocks being available, ACT shall be entitled to cancel the agreement without any liability whatsoever.
And in either of the circumstances described above, ACT shall try to give the Customer as much advance notice as is reasonably practicable, but ACT shall have no liability whatsoever, and however arising , if it fails to give such notice.

Special Conditions of Trade for Agrochemicals

1. Since agrochemicals have to be obtained by ACT from manufacturers of the relevant product and are supplied by ACT to the Customer in the manufacturer’s original packaging and without any control over the manufacture of the product and its package, under no circumstance whatsoever does ACT accept any greater liability for any defect to the product or its packaging, or any loss, damage or injury arising form such defect than is accepted by the manufacturer to ACT.
2. Manufacturers will only accept liability to ACT and the Customer for loss damage or injury arising out of the use of the products manufactured by them which are not in themselves defective if the use to which such product is put is one of those set out in the manufacturer’s own labels and/or their technical literature. Neither the manufacturer not ACT will accept any liability whatsoever for any such loss, injury or damage when the customer has failed to follow the manufacturer’s written recommendations.
3. If the agrochemical purchased by the Customer form ACT is to be put to a use other than that recommended by the manufacturer in his written instructions, or is to be used in different quantities than those recommended by the manufacturer or is to be applied by a different method than that which the manufacturer recommends ACT can accept no liability whatsoever for any resultant loss injury or damage.
4. Where the Customer mixes tow or more agrochemicals, unless such mixture is approved and recommended by the relevant manufacturers of the products in question ACT accepts no liability whatsoever for andy loss, injury or damage which may result and the Customer uses such mixtures entirely at his own risk.
5. It is an offense to use a product which has not been statutorily approved, or in a way which has not been statutorily approved. Attention is drawn to the maximum levels of pesticides which may be left in certain foods under “The Pesticides (Maximum Residue Levels in Food) Regulations 1988”. Further details are available on request from ACT.
6. Always read the label before use. In the event of the manufacturer’s instructions differing from those given by ACT’s representative do not spray until the conflicting instructions have been clarified.
7. Any recommendations made, advice or information given by ACT as to the use or application of any product is for general guidance only and ACT accepts no liability for any loss or damage arising from, or as a result of any such recommendation, advice or information. In particular, field, crop and weather conditions should be checked immediately before application.
8. If application is delayed, for any reason, beyond the latest time or growth stage listed on the manufacturer's instructions. Spraying should not be carried out until advised by ACT.
9. Before spraying:- observe all operator safety advice, wash and rinse tanks, booms and all application machinery before and after use. Calibrate all the equipment to be used.
10. Optimum performance form any product is dependent on following the manufacturers instructions precisely, including those on use and the specified crop and weather conditions. Always spray under perfect conditions as specified in the manufacturer’s recommendations. As the actual application of the chemical is beyond the control of the manufacturer or ACT, no liability can be accepted where the Customer or the user does not himself carefully follow the instructions on the label.
11. In the unlikely event that , after having followed these instructions, any unexpected reaction should occur, the Customer should immediately contact ACT or the manufacturer so that the cause of the problem can be investigated and appropriate remedial action taken. The customer should also carefully preserve any unused chemical or other evidence.

Issued 1st August 2004
This supersedes all previous General Terms of Sale

Registered in England and Wales Number 713606
Registered Office; 90 The Broadway, Chesham, Buckinghamshire, HP5 1EG