Inc. VATEx. VAT

1 Definitions

1.1 The ‘Supplier’ means DARS Management Co Ltd trading as Agrifence its agents and assigns;

1.2 The ‘Purchaser’ means the individual, individuals, firm or company purchasing goods from or otherwise dealing with the Supplier;

1.3 The ‘Goods’ means any and all items supplied by the Company to the Purchaser.

1.4 The ‘Consumer’ means the individual or company purchasing goods from the Purchaser.

 

2 Application of Terms

2.1 These Terms and Conditions will be deemed to have been accepted by you when you accept or the quotation or from the date of delivery of any Goods (whichever happens earlier) and will constitute the entire agreement between us and you.

2.2 These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing

2.3 All quotations and price lists are given and all orders are accepted on these terms, which supersede any other terms in the Supplier’s catalogue or elsewhere, and shall override and exclude any other terms stipulated or referred to by the Purchaser whether in his order or in any negotiations, and any course of dealing established between the Supplier and the Purchaser. All orders hereafter made by the Purchaser shall be deemed to be made subject to these terms.

2.4 No modification of these terms shall be effective unless specifically accepted in writing and signed by one of the partners in the Supplier.

2.5 A quotation for the Goods given by the supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 business days from date of issue.

 

3 Representations

The Supplier shall be under no liability whatsoever resulting from or arising out of or in connection with or in relation to any statement report or other representation made by anyone its partners servants or agents before the contract between the Supplier and the Purchaser was entered into, unless the Purchaser shall give notice in writing to the Supplier before the contract is entered into that it intends to rely on any such statement report of other representation.

 

4 Refusal of Orders

The Supplier reserves the right to accept or refuse any order given on the basis of its quotation or otherwise and in the event of the refusal of any order the Supplier shall not be liable for any loss or damage arising there from or in connection therewith or in relation thereto.

 

5 The Goods

(a) The Supplier undertakes to replace or repair free of charge any Goods supplied which are defective in material or workmanship always provided that:

(i) Whether or not Goods are defective in material or workmanship shall be for the sole decision of the Supplier;

(ii) The Supplier’s undertaking shall only apply in respect of Goods in respect of which a complaint is received by the Supplier within three days of delivery to the Purchaser. Any goods in respect of which this condition applies shall be returned to the Supplier in its original packaging within fourteen days of delivery to the Purchaser. It is solely the responsibility of the Purchaser to return the Goods to the Supplier’s premises. At the discretion of the Supplier, the remedial action can in certain circumstances be carried out on site.

(b) The Supplier shall be under no liability to the Purchaser whatsoever other than that set out in (a) above. Without prejudice to the generality of the foregoing the Supplier shall be under no liability for any consequential losses howsoever arising.

(c) All conditions, warranties, terms, undertakings and obligations implied by statute, common law, custom, trade usage or otherwise (including without prejudice to the generality of the foregoing, any implied condition, warranty or undertaking as to correspondence of the goods with any contract description given, merchantable quality or fitness for any particular purpose) are hereby wholly excluded. Any warranty provided by the manufacturer of the Goods supplied is transferred to the Purchaser. When claiming under a manufacturer’s warranty the Goods shall be returned to the manufacturer at the Purchaser’s expense. If replacement Goods are required before the manufacturer has accepted the warranty, or when the manufacturer offers a repair rather than a replacement, then the replacement Goods shall be paid for by the Purchaser.

(d) Without prejudice to the generality of the foregoing, the Supplier shall have no responsibility for providing any guard or protection necessary to comply with any statutory requirements in connection with any of the Goods.

(e) Changes may occur to sizes and specifications of goods and in this event the Supplier may provide an approximate equivalent.

5.2 We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.

5.3 Agrifence Retail Stand

A retail stand is provided free of charge for trading customers on the basis that it is used solely for Agrifence advertising and merchandise. If trading ceases between us and you then we reserve the right to remove the retail stand and any advertising (e.g. banners/leaflets) relating to us and the Goods.

At no point can the stand or any Goods purchased from us be altered or dismantled in anyway in terms of the Goods themselves or labelling.

 

6 Delivery and Risk

6.1 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note stating the date of Order, relevant Customer and Suppler reference numbers, type and quantity of Goods, and if the order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

6.2 The Supplier shall deliver the Goods to the location set out in the Order or such a location agreed by both parties.

6.3 Whilst every effort will be made to avoid delay no responsibility is under taken for meeting any specific delivery dates. Accordingly no liability will be accepted for any direct or indirect loss which may be caused by delayed delivery.

6.4 If 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

6.5 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment will constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

6.6 Unless otherwise stipulated and subject to Clause 2 (b) above all Goods for delivery will be dispatched by the conveyance of the Supplier’s choice. Where the purchaser requires a different means of conveyance any extra cost must be paid by the Purchaser.

6.7 Risk in the Goods shall pass to the Purchaser on delivery.

 

7 Indemnity

The Purchaser hereby undertakes to indemnify and keep indemnified the Supplier its servants and agents against all costs, damages, expenses, penalties, losses and other liabilities whatsoever, including, but without prejudice to the generality of the foregoing, liability for personal injury and death, damage to property and consequential losses, incurred as a result of or arising from or in connection with or in relation to any act, omission, word or deed, whether or not negligent, of the Supplier its servants or agents in pursuance of the supply of Goods hereunder.

 

8 Prices, Quotations and Payments

8.1 Goods will be invoiced and shall be paid for at the prices ruling at the time of dispatch. The price list provided by the Supplier is for guidance only and all prices and quotations are subject to variation at any time without notice to the Purchaser.

8.2 Payment is due on the 30 days following date of invoice, for approved account holders. If payment in full is not received by such date the supplier reserves the right to charge interest on the outstanding balance at 8% above Lloyds TSB base rate. This will be applied on a monthly basis.

8.3 The Supplier reserves the right to demand payment of the price at any time.

8.4 The price is exclusive of fees for packaging and delivery. For approved account holders, Orders over £399.99 plus VAT and over, carrier costs will be paid for by the Supplier. For approved account holders Orders less than £400.00 plus VAT, the price of £9.25 plus VAT shall be paid for by the Customer. For non-approved account holders, the price of £8.29 shall be paid for by the Customer on all Orders.

8.5 All prices quoted will be excluding VAT

8.6 Where the Supplier agrees a credit facility with the Customer, such credit shall be given in the Suppliers sole discretion and may be withdrawn at any time, in which case goods will need to be paid for at the time of dispatch.

8.7 Failure to pay within 30 days of invoice or where a Customer exceeds their stated credit limit, the Supplier reserves the right to hold the dispatch of Goods until the matter is resolved.

 

9 Retention of Title

9.1 Title to goods supplied remains with the supplier until full payment is received by the company.

9.2 The supplier reserves the right to collect any such goods stored on any of the purchaser’s property in the event of non-payment of any debt owed to the supplier by the purchaser (this includes the retail stand and anything connected with this). The supplier shall be entitled to all rights of access to the purchaser’s premises to enforce its rights hereunder.

 

10 Returns and Refunds

10.1 Introduction

We understand that from time to time you may wish to return a product to us. We have created this 14 day returns policy to enable you to return products to us in appropriate circumstances. This returns policy applies to UK Mainland only. This policy does not affect any statutory rights you may have (such as consumer rights under the Consumer Protection (Distance Selling) Regulations 2000).

10.2 The Goods

(a) The Supplier undertakes to replace or repair free of charge any Goods supplied which are defective in material or workmanship always provided that:

(i) Whether or not Goods are defective in material or workmanship shall be for the sole decision of the Supplier;

(b) The Supplier shall be under no liability to the Purchaser whatsoever other than that set out in (a) above. Without prejudice to the generality of the foregoing the Supplier shall be under no liability for any consequential losses howsoever arising.

(c) All conditions, warranties, terms, undertakings and obligations implied by statute, common law, custom, trade usage or otherwise (including without prejudice to the generality of the foregoing, any implied condition, warranty or undertaking as to correspondence of the goods with any contract description given, merchantable quality or fitness for any particular purpose) are hereby wholly excluded. Any warranty provided by the manufacturer of the Goods supplied is transferred to the Purchaser. When claiming under a manufacturer’s warranty the Goods shall be returned to the manufacturer at the Purchaser’s expense. If replacement Goods are required before the manufacturer has accepted the warranty, or when the manufacturer offers a repair rather than a replacement, then the replacement Goods shall be paid for by the Purchaser. Within 30 days of purchase the Consumer is entitled to a full refund or exchange of goods, with respect to point (a) (i) above.

(d) Without prejudice to the generality of the foregoing, the Supplier shall have no responsibility for providing any guard or protection necessary to comply with any statutory requirements in connection with any of the Goods.

10.3 Returning Goods

Were you have no other legal right to return a product and receive a refund or exchange, then you will nonetheless be entitled to return a product to us where:

(a)           We receive the returned product within 14 days following the date of delivery of the product;

(b)          The returned product is unused, in its original unopened packaging, with any labels still attached, and otherwise in a condition enabling us to sell the product as new;

(c)           You comply with the returns procedure set out below; and

(d)          None of the exclusions set out below apply.

10.4 Exclusions

(a) You make further use of such Goods after giving notice under the clause above relating to damages and shortfalls

(b) The defect arises because you did not follow our oral or written instructions regarding storage, commissioning, installation, use and maintenance of the Goods

(c) The defect arises from normal wear and tear of the Goods

(d) The defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.

The following kinds of products may not be returned under this policy:

(a) Any special order products.

10.5 Returns procedure

In order to take advantage of your rights under this returns policy, you must:

Confirm in writing (a letter to our main address, or email sales@agrifence.co.uk) or via telephone on 0845 241 5085 within 14 days of delivery date that you would like to make a return, and we will send you a returns note to send back with the goods.

Products returned under this policy must be sent by recorded delivery to:

Agrifence

The Courtyard

Birdlip

Gloucestershire

GL4 8JH

 

10.6 Refunds

We will give you a refund for the full price of any product properly returned by you in accordance with the terms of this returns policy excluding the original delivery charges and excluding the costs of returning the product to us.

We will usually refund any money received from you using the same method originally used by you to pay for your purchase.

We will process the refund due to you as soon as possible and, in any event, within 7 days following the day we received your returned product.

10.7 Improper returns

Where you return a product in contravention of this policy (and where you do not have any other legal right to return the product):

  • We will refund or exchange the product (providing it is not a special order item) if it is in a saleable condition; but will deduct a 20% restocking/handling fee.

We reserve the right to refuse a return and dispose of the goods as required

 

11 Customer’s Insolvency or Incapacity and Termination

If the Customer becomes subject to any of the events listed in clause 8.1, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer.

11.1 The relevant events are:

  1. a) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of doing so, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
  2. b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
  3. c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
  4. d) (Being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
  5. e) (Being a company) the holder of a qualifying floating charge over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver;
  6. f) A person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
  7. g) (Being an individual) the Customer is the subject of a bankruptcy petition or order;
  8. h) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
  9. i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2(a) to clause 8.2(f) (inclusive);
  10. j) The Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
  11. k) the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
  12. l) (Being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

11.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 11.1(a) to clause 11.1(l), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

11.3 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.

11.4 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.

11.5 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

 

12 Our Liability

12.1 We warrant to you that any goods purchased are of satisfactory quality and reasonably fit for purpose for which similar products are commonly used.

12.2 We shall not be responsible to you or any third party for incidental, special, indirect or consequential loss or damage, any loss of profit (direct or indirect), loss of sales, business interruption or loss of opportunity arising from or connected to the performance or non-performance of our obligations under these T&Cs excluding any damage within reason that is foreseeable at the time of ordering.

12.3 We do not in any way exclude or limit our liability for:

(a) Death or personal injury caused by our negligence

(b) Fraud or fraudulent misrepresentation

(c) Any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession)

(d) Defective products under the Consumer Protection Act 1987.

12.4 Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.

 

13 Events outside of our control

13.1 We will not be liable or responsible for any failure to perform or delay in performance of any of our obligations under a contract caused by events outside of our control.

13.2 Events outside our control includes without limitation strikes, lock outs, other third party industrial action, civil commotion, riot, invasion, terrorist attack or threat of, war, threat or preparation of war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, failure of public or private telecommunications network or impossibility of the use of shipping or other transport means.

 

14 General

14.1 These T&Cs are governed by English law. Any dispute arising from, or related to, these T&Cs shall be subject to the exclusive jurisdiction of the courts of England.

14.2 We may assign, charge or transfer any of our rights or subcontract any of our obligations under these T&Cs or any contract to any third party at any time. You may not assign, charge or transfer any of your rights or subcontract any of your obligations under these T&Cs and/or any contract between us except with our specific prior written permission in writing.

14.3 We reserve the right to revise and amend these T&Cs from time to time. If you place an order after the date on which the changes come into effect this will indicate your agreement to be bound by the new T&Cs.

14.4 If we fail to exercise any of the rights or remedies to which we are entitled under any contract between us, this shall not constitute a waiver of our rights and shall not relieve you from compliance with your obligations.

 

15 Severance

If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).