The “Company” shall be a reference to RBM Agricultural Ltd.
The “Customer” shall be a reference to the purchaser of any product from the Company.
The “Product(s)” shall be a reference to any item(s) supplied by the Company to the Customer.
2 APPLICATION OF CONDITIONS
Acceptance of or payment for the Product by the Customer or any other act or conduct of the Customer following notification of the existence of the Company’s Terms and Conditions of Sale, which is consistent with the Customer’s confirmation of purchase of the Product shall constitute unqualified acceptance by the Customer of the terms and conditions specified herein. In the event of the Customer’s order containing special provisions, such provisions shall only be binding to the extent that they do not conflict with any of the terms and conditions hereof or if they are expressly agreed in writing by a Director of the Company.
3 FORMATION OF CONTRACT
(a) No contract shall come into existence until the Customer’s order has been confirmed in writing by the Company or until the Product has been dispatched to the Customer, whichever event shall occur sooner.
(b) An order must be accompanied by sufficient information to enable the Company to proceed with the order forthwith and thereafter any modification must be agreed in writing. All telephoned and telexed orders and amendments to orders must be confirmed in writing. When ordering Products the quotation reference must be stated and all communications relating to orders must specify the number and date of order, a description of the Products and reference number.
The Company will endeavour to hold the terms of any quotation given by it for a period of 14 days or for such other period as is specified in writing, but without obligation or liability.
All prices are subject to alteration without notice, the contract price shall be that ruling on the day of despatch. V.A.T. is not included in the prices quoted and will be added at the then prevailing rate.
(a) Unless otherwise agreed by the Company in writing, payment will be on the following basis:
(i) Provided the customer has been given written notification of a credit facility, payment in full for all spares, replacement parts and repairs shall be made 30 days from invoice date unless otherwise shown on invoice.
(ii) In all other cases, payment in full shall be made on or before delivery/collection except when otherwise stated on invoice.
(b) In the event of the Customer failing to effect full payment by the due date the Company shall be entitled without prejudice to any other rights.
(i) To be paid interest on any outstanding balance at an annual rate of 2% above Lloyds Bank PLC base lending rate from time to time in force, as calculated on a weekly basis, and
(ii) to discontinue forthwith the provision of any further Products or services whether forming part of the same or any other contract. In such circumstances the Company shall be under no liability in respect of or arising out of or in connection with such discontinuance and the Customer shall be liable to the Company for any loss suffered by reason of or in connection with such failure to pay by the Customer, and
(iii) to repossess the Product, and for the purpose thereof the Company shall be entitled to enter upon any premises where it is stored or where it is reasonably thought to be stored.
(a) Any time or date given by the Company in respect of dispatch/ delivery shall be deemed an estimate only, and the Company shall not be liable for the consequences of any delay. Any such period for dispatch/delivery shall in any event run only from receipt by the Company of a written order together with all information necessary to enable the Company to complete the contract.
(b) Unless otherwise agreed in writing, delivery shall take place at the Company’s premises and the Company shall be entitled to charge an additional sum for delivery elsewhere, to include the cost of cases and packages, which are nonreturnable.
(c) No responsibility will be accepted by the Company for any discrepancy in the quantity of Products supplied or damage caused there to in transit unless notified to the Company in writing within 7 days of the date of delivery to the Customer or to the delivery address specified by the Customer.
8 RETENTION OF TITLE AND PASSING OF RISK
(a) Unless otherwise specified by the Company, risk shall pass on delivery of the Product to the Customer or his carrier or to such delivery address as is specified by the Customer, whichever event shall occur sooner.
(b) The Product shall remain the sole and absolute property of the Company as legal and equitable owner until the full contract price has been paid.
(c) The Customer acknowledges that he is in possession of the Product solely as bailee for the Company until such time as the full contract price has been paid and from the time when the Company’s responsibility ceases under clause 8 (a) hereof the customer shall be responsible for and shall indemnify the Company against all loss of or damage to the Product from whatever cause.
(d) The Customer shall be licenced by the Company to process the Product in such fashion as he may wish and/or incorporate it in or with any other goods provided that such action does not affect title to the Product.
(e) The Customer shall be at liberty to agree to sellon any product produced from or with the product on the express condition that the entire proceeds of sale are held in trust for the Company and are not mingled with any other monies. Where the Customer has not received the aforesaid proceeds of sale. he will, if required by the Company, within 7 days assign to the Company all rights against the party to whom he has supplied any product made from or with the Product.
(f) If by reason of instructions or lack of instructions from the Customer or any other act or omission of the Customer, dispatch in accordance with the contract is delayed for 14 days after the Customer has been notified that the Product is ready for dispatch, the risk of loss or damage to the Product shall pass to the Customer and the Customer shall be liable to pay storage charges in respect thereof.
(a) The Product supplied will correspond, within the limits normally accepted within the industry, with the sample or specification originally approved by the Customer, save that the Company shall be entitled to vary the specifications or provide substitutes where such variation or substitution shall not materially affect the characteristics of the Product and where such substituted Product is of a quality equal or superior to that originally specified.
(b) All descriptive and technical specifications, drawings, catalogues, illustrations and particulars and weights and dimensions submitted with a quotation are approximate only and none of these shall form part of the contractual terms. In any event, figures for performance of the Product vary according to the nature of the site upon which the Product is being used, and the circumstances of use.
10 LIABILITY AND WARRANTY
(a) In the event of any new Product being supplied which within (i) six months of the date of delivery or (ii) such period as specified in Manufacturers Warranties notwithstanding this, may be less than the period specified in (i) is shown to be defective,the Company shall repair or replace the defective Product without charge either for labour or for any replacement part.
(b) In the event of a defect occurring in any part which is incorporated into the Productby the Company but is manufactured by a third party, then notwithstanding the terms of paragraph (a) above, the Company shall extend to the Customer the benefits of any warranty issued by the manufacturer of that defective part but shall not otherwise be liable.
(c) Where used Products are supplied by the Company on the basis of a separate written warranty, the Company’s obligations will be 13 expressly set out in that warranty. All other used Products are sold without warranty, the sales being on the basis of their condition at the time of sale. The Customer should inspect all used Products prior to purchase and must rely on his own assessment of their condition, quality, fitness for any purpose and compliance with statutory requirements. Except as specified above, and subclause (j) below, the Company shall be under no liability in respect of any defect in used Products supplied by it.
(d) The obligations to repair or to replace defective parts referred to in subclauses (a)--(c) above shall apply solely when (i) the parts are defective by reason of faulty workmanship or the use of defective materials, and (ii) the Customer gives the Company immediate written notification on discovery of the alleged defect and full details thereof, such notification to be received by the Company within the appropriate warranty period specified above, and (iii) the Customer returns the defective Product or part thereof to the Company’s premises from which it was purchased if so required by the Company, such returned Product tobe adequately packed for carriage and to be clearly marked for identificationwith the name and address of the Customer, and (iv) the Customer collects the saidProduct at the above premises within six days of notification that the repaired or replaced Product is ready for collection, and (v) the Product identification number and marks have not been altered or removed and no alteration has been made to the Product by anyone other than the Company, and (vi) the Customer has properly maintained and operated the Product and complied with all service requirements and recommendations of the Company or the manufacturer.
(e) For the avoidance of doubt, the Company shall not be liable in respect of any defect arising out of or in connection with misuse, neglect, lack of adequate daily operating maintenance, wilful or accidental damage, or normal wear and tear, as determined by the Company in its sole discretion. Where any Product or part thereof is returned to the Company but the Company in its sole discretion determines that it is not required to repair or replace it as aforesaid, the Company will be entitled to charge for such inspection work and will notify the Customer in writing accordingly; after the expiry of six days from the date of the letter of notification, the Company may at its sole option either return it carriage forward to the Customer, or dispose of it and utilise the proceeds of sale in extinction of any debt then due to the Company from the Customer.
(f) All consumable items, including but not limited to oil, grease, fuel and filters, will be provided by the Customer himself or purchased at the Company’s then current selling prices.
(g) All work by the Company in respect of its obligations under this clause shall be performed during the normal working hours of the Company.
(h) Defects in either quality or quantity of any consignment of the Products shall not be a ground for cancellation of the remainder of the order or of any other order for the Products.
(i) The Company accepts responsibility for all technical advice given by its officers or servants for which a specific charge is made. Technical advice made available to Customers without charge is given with all reasonable care but without liability on the part of the Company. In the absence of any special written arrangements to the contrary it is the Customer’s responsibility to ensure that the nature, capacity and performance of the Products ordered by him are sufficient and suitable for his purpose.
(j) The Company’s liability in respect of defective Products shall be limited in the terms of subclauses (a) - (i) hereof and any statutory or other warranty, condition, description, or representation, express or implied as to the state, quality, merchantability or fitness of the Products for any purpose is hereby expressly excluded. The Company shall in no circumstances be liable for damages of any kind whether direct or consequential (including but not limited to loss of profit expenditure incurred or delay in the execution of any works being carried out by or for the Customer) arising out of or in connection with the Products or work done in connection therewith, except that nothing in this clause shall limit the Company’s liability for death or personal injury arising out of its negligence, where such liability arises in respect of the supply of Products under a non-International Supply Contract (as defined in the Unfair Contract Terms Act 1977), as may be amended.
(k) I agree to the processing of my personal data by the Dealer, by John Deere and the irrespective service providers for the purpose of marketing products and services of any kind offered by John Deere from time to time. I understand that this may include the transfer to and processing of my data for such purpose by John Deere companies located outside the EEA.
11 HEALTH AND SAFETY
(a) Where the Customer purchases a Product without a warranty being given by the Company, the Customer undertakes that prior to use of the Product, he will carry out or arrange for the carrying out of such testing examination and investigation as may be necessary to ensure, so far as is reasonably practicable, that the Product will be safe and without risks to health when properly used. In particular, he will carry out as applicable testing of the brakes, steering, hydraulic system, PTO covers and guards fixed and removable attachments and warning sirens.
(b) If the Customer does not have an operating manual for the Product or requires information on the Product’s maximum capabilities, the conditions in which it can be safely operated or any other matter relating to its safe operation, the Customer should contact the Company in order that this documentation and information can be made available to him.
The Company endeavours not to offer for sale Products which infringe right to patents, trademarks, copyright, registered design or any similar allied rights but shall not be liable and no claims shall be made against it by the Customer for any costs, claims, damages, expenses or loss including loss of profit arising from or in connection with any claim for infringement of any such right by or in connection with any use or sale of the Products. Any statutory or other warranty, condition, description or representation, express or implied, contrary to the above terms is hereby expressly excluded.
13 FORCE MAJEURE
The Company shall not be liable for any failure to supply the Products where such failure arises by reason of riot, civil commotion, war (whether declared or not), accident, shortened hours of labour, strikes, lockouts mechanical breakdown of facilities, failures by third parties to supply it with raw materials or goods, storm, flood, fire or any other circumstances, whether of the kind above mentioned or not, beyond the control of the Company. The Company shall not, however, be relieved from supplying the Products nor the Customer from accepting them when the above causes interfering with delivery shall have ceased.
14 WAIVER AND ASSIGNMENT
(a) The rights of either party shall not be prejudiced or restricted by any indulgence or forbearance extended to the other party, and no waiver of rights in respect of any breach by the other party shall operate as a waive in respect of any other breach.
(b) The Customer shall not transfer his rights, or any part thereof, against the Company to any third party without the Company’s prior written consent.
If the Customer shall commit a breach of any term of a contract for the supply of the Products or if any distress or execution shall be levied upon his property or assets, or if he shall make or offer to make any arrangement or composition with his creditors, or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against him, or if the Customer is a limited company and any resolution or petition to wind up such company’s business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented, or if a receiver of such company’s undertaking, property, or assets or any part thereof shall be appointed, or if the Customer shall commit any actor omission entitling any party to take any of the above steps the Company shall have the right forthwith to determine any contract for the supply of the Products then subsisting and upon written notice of such determination being posted to the Customer’s last known address any such subsisting contracts shall be deemed to have been determined without prejudice to any claim or right the Company may otherwise make or exercise. In addition, the Customer’s right to possession of any Products, the title of which has not yet passed, shall cease and the Company shall be entitled to repossess the Products in accordance with clause 6 (b) (iii) hereof.
No purported variation or waiver of these terms and conditions shall be of any effect unless in writing and signed by a Director of the Company.
Any contracts for the supply of the Products shall be construed according to the Laws of England.
Clause headings are for convenience only and shall not be used in construing the meaning of the clauses.