Trading Terms & Conditions

Below are the Trading Terms & Conditions for Agricare Limited: 
1) DEFINITION

A) - In these conditions (“the Conditions”)
“the Buyer” means the person, firm or company purchasing Goods or receiving Advice;
“Contract” means any contract between the Seller and the Buyer for the sale and purchase of Goods and/or the provision of Advice incorporating these Conditions;
“Goods” means goods or materials which shall be the subject matter of the Contract between the Seller and the Buyer;
“the Manufacturer’s Recommendation for Use”, means the recommendations for use for any Goods current at the time of use made by the manufacturer or producer of the Goods whether contained on any label or otherwise;
“the Seller” means Agricare Limited, a limited company registered in England under number  10082560, whose registered address is Linden House, Linden Close, Tunbridge Wells, Kent, United Kingdom, TN4 8HH and whose main trading address is Cooting Road, Aylesham Industrial Estate, Aylesham, Kent CT3 3EP;
“Special Price” means a special offer price or discounted price payable for the Goods which the Seller may offer from time to time

B) - Each reference in these Terms and Conditions to “in writing” and any similar expression includes electronic communications, whether sent by e-mail, text message, or other means.

2) GENERAL

A) - Goods are supplied by the Seller only on the following terms and conditions. No variation or addition to such terms and conditions will be binding unless expressly accepted in writing by any person duly authorised by the Seller. All other terms and conditions are hereby expressly excluded.

3) ORDERS

A) - Orders are accepted subject to availability of the Goods at the time of dispatch and at the Seller’s price at the time of your order.

4) PRICES

A) - The Price of the Goods will be that quoted at the time of your Order.

B) - If the Seller quotes a Special Price which is different to our published or previous price, the Special Price shall be valid for that Order only or, if the Special Price is part of an advertised special offer, for the period shown in the advertisement.  Orders placed during this period will be accepted at the Special Price even if the Seller does not accept the Order until after the period has expired.

C) - Prices are subject to alteration at any time but these changes will not affect any Orders that the Seller has already accepted.

D) - All prices exclude VAT.  VAT will be charged at the rate ruling at the date of order.  If the rate of VAT changes between the date of your Order and the date of your payment, the Seller will adjust the rate of VAT that you must pay.  Changes in VAT will not affect any Prices where the Seller has already received payment in full.

E) - Our Prices exclude the cost of delivery. Delivery costs will be quoted separately where applicable and added on to the final sum due.

5) DELIVERY

A) - Any date specified for delivery is intended to be an estimate and therefore delivery shall not be made of the essence by notice. If no date is so specified, delivery will be within a reasonable time. Save as provided in clauses 5(f) and 5(g) the Seller will be under no liability for any loss (including loss of profits), costs, damages, charges, expenses caused directly or indirectly by any delay in the delivery of the Goods or Advice (even if caused by the Seller’s negligence) nor will any delay entitle the Buyer to terminate or rescind the Contract.

B) - Where delivery is to take place at the Buyer’s premises the Seller will deliver the Goods even if there is no person present to accept delivery of the Goods on behalf of the Buyer and the Goods shall be the risk of the Buyer from the time of delivery.

C) - The Buyer shall inspect the Goods forthwith on delivery and shall have no claim in respect of any shortage or defect apparent on inspection of the Goods unless the Buyer notifies the Seller in writing giving such details of such shortage or defect within 7 days of delivery. If no such complaint is made the Goods shall be deemed to have been delivered in correct quantity and free from any defect apparent on inspection.

D) - The quantity of any consignment of Goods as recorded by the Seller upon dispatch from the Seller’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

E) - The Seller shall not be liable for any non-delivery of Goods (even if caused by the Seller’s negligence) unless written notice is given to the Seller within 14 days of the date when the Goods would in the ordinary course of events have been received.

F) - Any liability of the Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

G) - Unless otherwise agreed in writing by the Seller, delivery of the Goods shall take place at the Seller’s place of business.

H) - If by reason of events beyond the Seller’s reasonable control the Seller is prevented from delivering to the Buyer all or part of such Goods by the appropriate delivery date then;

  1. in the case of shortage the Seller shall be entitled to apportion its existing stocks among its customers at its sole discretion and the amount apportioned to the Buyer shall be deemed the contract quantity and the Buyer shall pay for the actual quantity delivered;
  2. in the case of no stocks being available, the Seller shall be entitled to cancel the Contract without any liability whatsoever and in either of such circumstances the Seller shall try to give the Buyer as much advance notice as is reasonably practicable for the Seller to give (but the Seller shall have no liability whatsoever, whether in contract, tort, (including negligence) or otherwise, if the Seller fails to do so).

6) RETURNS

A) - Under no circumstances may Goods be returned for credit unless previous agreement has been obtained and in no case will open or damaged packages or those in a neglected or unsaleable condition be accepted.

7) CONTAINERS

A) - The Seller reserves the right to charge the Buyer for all pallets on which Goods have been received from the Seller unless such pallets are returned in good condition to the Seller or the Seller’s nominated agent within a reasonable time of delivery. Other packages are free and non-returnable unless the Buyer is advised otherwise.

8) RETENTION OF TITLE

A) - Risk of damage to or loss of the Goods shall pass to the Buyer at:

  1. In the case of Goods to be delivered at the Seller’s premises, the time when the Seller notifies the Buyer that the Good are available for collection;
  2. In the case of Goods to be delivered otherwise than at the Seller’s premises, the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Sellert has tendered delivery of the Goods or;
  3. In the case of goods being installed by the Seller, the time that the Seller notifies the Buyer that the installation is complete.

B) - Notwithstanding delivery and the passing of risk in the Goods, or any provision of these Conditions, legal and beneficial title of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods.

C) - Until payment has been made to the Seller in accordance with these Conditions and title in the Goods has passed to the Buyer, the Buyer shall be in possession of the Goods as bailee for the Seller and the Buyer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Seller and shall insure the Goods against all reasonable risks.

D) - The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Seller, but if the Buyer does so all money owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

E) - The Seller reserves the right to repossess any Goods in which the Seller retains title without notice. The Buyer irrevocably authorises the Seller to enter the Buyer’s premises during normal business hours for the purpose of repossessing the Goods in which the Seller retains title and inspecting the Goods to ensure compliance with the storage and identification requirements of sub-clause 8)c).

F) - The Buyer’s right to possession of the Goods in which the Seller maintains legal and beneficial title shall terminate if;

  1. The Buyer commits or permits any material breach of his obligations under these Conditions;
  2. The Buyer enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with his creditors;
  3. The Buyer becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
  4. The Buyer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Buyer, notice of intention to appoint an administrator is given by the Buyer or any of it directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer. 

9) QUALITY OF GOODS

A) - In the case of Goods sold by the Seller the only obligation accepted by the Seller will be to pass on to the Buyer by way of assignment or transfer (if and to the extent possible) the benefit of any manufacturer’s or Seller’s warranty the Seller has received.

B) - All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) and relating to any Goods are, to the fullest extent permitted by law, excluded from the Contract.

C) - The Buyer acknowledges that the provisions of Clauses 9(a) and (b) are fair and reasonable given that the Seller is not the manufacturer or producer of the Goods and given that the Seller itself only has the benefit of any manufacturer’s or Seller’s guarantee or warranty in respect of Goods.

D) - If and to the extent that the Seller has any legal obligation to the Buyer arising out of the quality, use or fitness for purpose of any Goods, breach of warranty or otherwise, the Seller shall have no liability to the Buyer if;

  1. the Buyer makes any further use of such Goods after it discovers or ought to have discovered any defect in the Goods;
  2. the Buyer fails to follow the manufacturer’s or Seller’s instructions or recommendations as to the storage, application or use of the Goods;

E) - Subject to Clauses 9(d) and 10(a) if and to the extent that the Seller has any legal obligation to the Buyer arising out of the use, quality or fitness for purpose of any Goods, breach of warranty or otherwise the Seller shall at its option replace such Goods or refund the price of such Goods at the pro rata Contract rate provided that, if the Seller so requests and to the extent reasonably possible, the Buyer shall, at the Buyer’s expense, return the Goods or the part of such Goods which are defective to the Seller. Such refund or replacement shall be made by the Seller in full and final satisfaction of its obligation to the Buyer.

F) - If the Seller complies with Clause 9(e) it shall have no further liability for a breach of any legal obligation to the Buyer in respect of such Goods.

G) - Without prejudice to the generality of Clause 9(b) above the Buyer acknowledges that it has relied on its own skill and knowledge in selecting the Goods and acknowledges that no condition or warranty is to be implied that the Goods are fit for any purpose other than those set out in the Manufacturer’s Recommendations for Use.

H) - The Buyer is under duty to use, handle and store the Goods in accordance with any Manufacturer’s Recommendations for use or any instructions given by the Seller. The Buyer will notify any person to whom the Buyer passes the Goods of the need to comply with the same and will indemnify the Seller in respect of any loss or damage arising as a result of any failure by the Buyer to do so.

10) LIABILITY

A) - Nothing in these Conditions excludes or limits the liability of the Seller or any of its employees, directors or agents for;

  1. death or injury to any human being resulting from its own or that of any of its employees, directors or agents negligence; or
  2. fraudulent misrepresentation.

B) - Subject to Clause 10(a) above, the Seller shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer, whether the same is suffered directly or indirectly or is immediate or consequential, which falls within any of the following categories;

  1. special damage even though the Seller was aware of the circumstances in which such special damage could arise; or
  2. loss of;
    • business opportunity; or
    • goodwill; or
    • anticipated savings, sales, revenues or profits.

C) - Except in the case of a claim arising under Clause 10(a) above, and subject to Clauses 5(c) the Seller shall have no liability to the Buyer in respect of any claim unless the Buyer shall have served notice of the same upon the Seller within one year of the date it became aware of the circumstances giving rise to the claim or the date when it ought reasonably to have become so aware.

D) - Nothing in this Clause 10 shall confer any right or remedy upon the Buyer which it would not otherwise be legally entitled.

11) PAYMENT

A) - Save where other payment terms are referred to by the Seller on the Seller’s invoice, payment is due on the 20th day of the month following the month in which the invoice is raised. Time for payment shall be of the essence.

B) - The Seller accepts the following methods of payment;

  1. Bacs direct credit
  2. All major credit and debit cards
  3. Cash

12) OVERDUE ACCOUNTS

A) - If the Buyer fails to pay the Seller any sum when due, the Buyer will be liable to pay interest to the Seller on such sum from the due date for payment at the annual rate of 8% above the official dealing rate of the Bank of England prevailing on the 30th June (in respect of interest which starts to run between 1 July and 31 December) or 31 December (in respect of interest which starts to run between 1 January and 30 June) immediately before the due date for payment (or such lower rate as the Seller in its absolute discretion may decide), calculated on a daily basis until payment is made, whether before or after any judgement.

13) DEFAULT

A) - If the Buyer shall commit any breach of a Contract or any other contract between the Buyer and the Seller or if any distress or execution shall be levied upon any of the property or assets of the Buyer or if the Buyer shall in the sole opinion of the Seller be unable to pay the Seller for any goods or services or suspend payment of its debts or make any arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for the protection of its creditors in anyway being a company have a receiver appointed of its assets or undertaking or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Buyer or if any other person takes possession of or sells the Buyer’s assets or an order is made for the appointment of an administrator to manage the affairs, business and property of the Buyer or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986 pass any resolution to be wound up or being a person shall commit any act of bankruptcy or have any bankruptcy petition presented against it, then and in any such event the Seller shall without prejudice to any other rights and remedies it might have and without any liability whatsoever be at liberty forthwith by notice in writing to the Buyer to cancel all or any orders and contracts (including the Contract) or any part thereof remaining unfulfilled between the Seller and the Buyer.

14) FORCE MAJEUR

A) - The Seller reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Seller, including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 90 days, the Buyer shall be entitled to give notice in writing to the Seller to terminate the Contract but without liability on the part of the Seller.

15) PATENTS & TRADE MARKS

A) - No warranty or representation is given by the Seller that the Goods do not infringe any letters patent trademarks registered or unregistered designs or any other intellectual property rights.

B) - The use of the Seller’s trade mark requires the prior written approval of the Seller.

16) DATA PROTECTION

A) - All personal information that the Seller may collect (including, but not limited to, your name and address) will be collected, used and held in accordance with the provisions of the Data Protection Act 1998 and your rights under that Act.

B) - The Seller may use your personal information to:

  1. Provide Goods and services to you
  2. Process your payment for the Goods and
  3. Inform you of new products and services available from the Seller. You may request that the Seller stop sending you this information at any time.

C) - In certain circumstances (if, for example, you wish to purchase Goods on credit), and with your consent, the Seller may pass your personal information on to credit reference agencies. These agencies are also bound by the Data Protection Act 1998 and should use and hold your personal information accordingly.

D) - The Seller will not pass on your personal information to any other third parties without first obtaining your express permission.

17) ASSIGNMENT

A) - The Buyer shall not be entitled to assign the Contract or any part of it without the Seller’s written consent.

B) - The Seller may assign the Contract or any part of it to any person, firm or company.

18) INVALIDITY

A) - If any part of this Contract is held by a court to be invalid, void or unenforceable in the jurisdiction of the court in which that decision is made, the remainder of the provisions of this Contract shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

19) GENERAL

A) - Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller whether under the Contract or not.

B) - Failure or delay by the Seller in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.

C) - Any waiver by the Seller of any breach of or any default under any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.

D) - The Seller reserves the right to set off against any amount due from its holding company or any of its subsidiaries (including the Seller) to the Buyer any amount owing from the Buyer to it or any of its subsidiaries (including the Seller).

E) - A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

F) - Any headings are for convenience only and shall not affect the construction of this Contract.

20) COMMUNICATION AND CONTACT DETAILS

A) - If you wish to contact the Seller, you may do so by telephone at 01304 842280 or by email at sales@agricareuk.com.

B) - In certain circumstances you must contact the Seller in writing (when cancelling an Order, for example). When contacting the Seller in writing you may use the following methods

  1. By email to sales@agricareuk.com
  2. By post to Agricare Ltd, Cooting Road, Aylesham Industrial Estate, Canterbury Kent CT3 3EP

21) PROPER LAW

A) - The construction validity and performance of this contract shall be governed by the law of England.

 

GDPR laws come into practice from May 25 which gives you more control over your personal data. 

Under the new GDPR laws, you have the right to contact us at any time to have your details removed from our database and to stop communication from us. Simply get in touch and speak to a member of the team. We also have unsubscribe option on our communications so you can opt out at any time. 

By agreeing to receive communications from us, you are allowing us here at Agricare UK & Plantex UK to contact you via email and direct mail (postal) about our offers, services, products and updates. 

T: 01304 842280 E: sales@agricareuk.com www.agricareuk.com www.plantexuk.com