1 DEFINITIONS AND INTERPRETATION
1.1 In these standard terms and conditions of sale the following terms shall have the following meanings: "Buyer" means the company or other body corporate or person or persons contracting for the sale and purchase of Goods as set out in an Order. “Conditions” means these standard terms and conditions of sale and the Container Conditions. “Container Conditions” means the Seller’s conditions of supply and use of returnable containers. “Contract” means these Conditions and the Order. "Goods" means the goods agreed to be sold by Seller to Buyer as set out in an Order. “Order” means Buyer’s order for the sale and purchase of goods from Seller accepted by Seller in accordance with these Conditions. “Price” means the Price of the Goods set out in the Order or, if not specified in the Order, the price quoted by the Seller or, if not specified in the Order and no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller's published price list current at the date of the Contract. "Seller" means Agrichem (International) Limited of Industrial Estate, Station Road, Whittlesey, Cambridgeshire PE7 2EY.
1.2 Headings are included for convenience only and shall not affect the construction or interpretation of this Contract.
1.3 The Order shall have the same force and effect as if set out in the body of this Contract. In the event of conflict between the Order and these Conditions, the Order shall take precedence over these Conditions. In the event of conflict between these standard terms and conditions of sale and the Container Conditions, the Container Conditions shall take precedence, but only to the extent of the conflict and solely in relation to the returnable containers supplied (if any).
2 FORMATION OF CONTRACT
2.1 Any Order sent to Seller by Buyer shall be accepted at the discretion of Seller, and if so accepted, will only be accepted upon these Conditions (and by means of Seller’s standard acknowledgement form).
2.2 Each Order which is so accepted shall constitute an individual legally binding contract between Seller and Buyer.
2.3 These Conditions shall apply to the Order. Any contract contained on or referred to in the Order, any different or additional terms and conditions contained on or referred to in the Order and any other documents or correspondence from Buyer shall not apply to the Order unless they are expressly accepted in writing by Seller. 3 DELIVERY 3.1 Buyer shall purchase the Goods from Seller and Seller shall sell the Goods to Buyer. 3.2 Buyer shall be deemed to have accepted all Goods upon their delivery to the address specified in the Order. Any time or date for delivery given by Seller is given in good faith but is an estimate only and therefore time will not be of the essence. 3.3 Unless otherwise stated in the Order, the Price includes handling Goods and delivery to the address specified in the Order, provided that Seller reserves the right to make an additional charge to cover any increase in transport costs occurring before the date of delivery and/or any additional cost for any failed delivery. 3.4 Buyer shall notify Seller in writing of any difference between the quantity of the Goods specified in the Order and the quantity of the Goods delivered as soon as reasonably possible after Buyer discovers any difference. If Buyer does not notify Seller of any shortfall in the quantity of the Goods delivered within 7 days from the date of delivery, Buyer shall be deemed to have received the correct quantity of the Goods as specified in the Order. 4 RISK AND TITLE 4.1 Risk in the Goods shall pass to Buyer on delivery. 4.2 Notwithstanding that delivery of the Goods has been made or that risk in the Goods has passed to Buyer, ownership of the Goods shall not pass from Seller until Buyer has paid the Price plus VAT for all Goods in full and no other sums are due from Buyer to Seller on any account whatsoever. Title to any returnable containers in which Goods are supplied shall at all times be retained by the Seller in accordance with the Container Conditions. 4.3 Until ownership of the Goods passes to Buyer in accordance with clause 4 Buyer shall: 4.3.1 hold the Goods on a fiduciary basis for Seller as Seller’s bailee; 4.3.2 store the Goods at no cost to Seller separately from all other Goods and other goods in its possession and marked in such a way that they are clearly identified as Seller's property; 4.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; 4.3.4 maintain the Goods in satisfactory condition and keep them insured on Seller's behalf for their full price against all risks to the reasonable satisfaction of Seller and provide a copy of the policy of insurance and premium receipts to Seller upon request; 4.3.5 not pledge or charge by way of security for an indebtedness any of the Goods which are the property of Seller. 4.4 Until ownership of the Goods passes to Buyer in accordance with clause 4 Buyer grants to Seller (and shall procure that any relevant third parties shall grant to the Seller) an irrevocable licence at any time to enter upon any premises where the Goods are situated in order to inspect them, or, where Buyer's right to possession has terminated, repossess the Goods. 4.5 Notwithstanding that the Goods or any of them remain the property of Seller Buyer may sell or use the Goods in the ordinary course of Buyer's business at full market value for the account of Seller. Any such sale or dealing shall be a sale or use of Seller's property by Buyer on Buyer's own behalf and Buyer shall deal as principal when making such sales or dealings. 4.6 Seller shall be entitled to recover the Price plus VAT for any Goods notwithstanding that the ownership of the Goods has not passed from Seller. 4.7 Buyer's right to possession of the Goods shall terminate immediately if: 4.7.1 Seller is entitled to terminate the Contract in accordance with the Contract; or 4.7.2 Buyer encumbers or in any way charges any of the Goods. 5 PRICE AND PAYMENT 5.1 Seller shall be entitled to invoice Buyer for all amounts due under the Contract on or at any time after delivery of the Goods (or if Buyer wrongly fails to take delivery of the Goods, at any time after Seller has tendered delivery of them). 5.2 Buyer shall pay all invoices in full and without any deduction or set off (whether in relation to such invoice or otherwise) within the timescales specified in the relevant invoice or, if not so specified, within 30 days of the date of Seller's invoice. Time of payment shall be of the essence. 5.3 All sums payable under this Contract are exclusive of VAT and any tax replacing it, which shall be invoiced in addition. 5.4 If full payment is not received by Seller by the due date then without prejudice to its rights Seller shall be entitled to: 5.4.1 sue for the entire price; and/or 5.4.2 charge interest (both before and after any judgment) accruing on a daily basis and compounded monthly at the rate of 5% over the base rate from time to time of Allied Irish Bank PLC daily base rate; and/or 5.4.3 to require the immediate return to Seller of all Goods agreed to be sold by Seller to Buyer in which ownership has not passed to Buyer in accordance with the provisions of clause 4 and Buyer hereby agrees to reimburse to Seller upon demand the Seller's costs or expenses in recovering such Goods. 5.5 Seller shall be entitled to increase the Price by giving notice to Buyer at any time before delivery if: 5.5.1 Buyer requests any change to delivery dates, quantities or specification of the Goods or changes any instructions; or 5.5.2 Seller otherwise has to alter, modify or otherwise carry out work on any Goods; or 5.5.3 the costs to the Seller increase due to any delay caused by any instructions of Buyer or failure of Buyer to give Seller adequate information or instructions; and/or 5.5.4 there is any increase in the cost to Seller of purchasing any Goods or materials by reason of any foreign exchange fluctuations, alterations in any taxes or duties, variations in the costs of raw materials or components or labour or transport or by reason of any other cause whatsoever (whether or not of the same nature as the foregoing) beyond the control of Seller.