Terms and Conditions
1 - GENERAL TERMS OF SALE
1.1 In these Terms:
"Company" means David Bright Limited (company number 02300489) whose registered office is at Windover House, St Ann Street, Salisbury, Wiltshire SP1 2DR
"Buyer" means any person, firm or company which orders or buys Goods from the Company; and
"Goods" means the goods which are the subject of the Buyer's order.
1.2 These Terms govern all sales of Goods by the Company to the exclusion of any other terms. No conduct by the Company shall constitute acceptance of any other terms. No variation of these Terms will bind the Company unless made in writing and signed by a director of the Company. All Goods are sold subject to availability. No binding contract shall arise until the Company has accepted the Buyer's order. If the Company delivers any Goods before a binding contract arises, these Terms shall apply in relation to the supply of those Goods. The Buyer may not cancel any order which has been accepted by the Company.
1.3 These Terms supersede all previous oral or written representations, undertakings and agreements relating to the Goods. All information contained in the Company's sales literature or correspondence is provided for guidance only and does not form part of the sale contract. The Company's employees and agents are not authorised to make representations or give undertakings relating to the Goods or the meaning of these Terms.
2 - DELIVERY
2.1 Delivery shall take place when the Company' carrier unloads the Goods at the Buyer's premises or otherwise when the Buyer or its carrier or agent collects the Goods from the Company's premises.
2.2 All delivery dates are estimates only and time of delivery is not of the essence. The Company may deliver the Goods in instalments and invoice for each instalment separately. Each delivery shall constitute a separate contract and any claim by the Buyer relating to specific instalments shall not entitle the Buyer to any remedy in respect of other instalments. The Goods are not sold on a sale or return basis.
3 - PRICE AND PAYMENT
3.1 Unless the Company states otherwise in writing, the price of the Goods will be the Company's list price current at the date of acceptance of the Buyer's order.
3.2 The price of the Goods includes standard packaging, but excludes the cost of delivery, and value added tax, unless the Company states otherwise in writing.
3.3 Unless the Company states otherwise in writing, the Buyer shall pay the Company's invoices in full without any deduction, counterclaim, abatement or set-off in pounds sterling within thirty days after the date of the invoice. Time of payment is of the essence and no payment shall be deemed to have been made until received by the Company in cash or cleared funds. The Company may appropriate any payment made by the Buyer as it sees fit.
3.4 In addition to any other remedy, if the Buyer fails to pay any invoice in full on the due date, the Company may charge interest on the unpaid amount at the rate of 4% above the annual base lending rate from time to time of Lloyds TSB Bank Plc, compounded monthly. The Buyer shall indemnify the Company fully against all fees, costs and expenses incurred in seeking to recover sums payable by the Buyer or repossess Goods belonging to the Company.
4 - RISK AND TITLE
4.1 Risk in the Goods shall pass to the Buyer upon delivery. Property in the Goods shall pass to the Buyer when the Company receives payment of the full price of the Goods and all other sums due or owing to it from the Buyer on any account. This shall not prevent the Company from suing for the price of the Goods.
4.2 If the Buyer fails to pay any sum due to the Company on the due date or is subject to any of the events referred to in Term 9.1(b) below or the sale contract is terminated for any reason, the Company may repossess any Goods which remain its property and the Buyer shall at the Company's request immediately make them available for collection by the Company.
4.3 The Buyer irrevocably authorises the Company and its representatives to enter any premises or vehicle where Goods belonging to the Company may be held in order to inspect or repossess the Goods in accordance with these Terms.
5 - ACCEPTANCE
5.1 The Buyer shall accept the Goods upon delivery and should be deemed to have accepted them and affirmed the sale contract unless it informs the Company in writing of any shortage, excess, damage or non-conformity within seven days after the delivery. If a delivery contains damaged or non-conforming goods, the Buyer may reject those goods but not any other goods in the delivery.
6 - WARRANTY
6.1 The Company warrants that the Goods will comply with all relevant UK and European Community laws and regulations relating to the sale and supply of seed in the United Kingdom. The Buyer may not assign or transfer the benefit of this warranty.
6.2 All other representations, warranties, terms and conditions in respect of the Goods, whether express or implied, are excluded to the fullest extent permitted by law.
7 - LIMITATION OF LIABILITY
7.1 Nothing in these Terms shall exclude or limit the Company's liability for death or personal injury resulting from its negligence or for any breach of the statutory implied undertakings as to title to the Goods or any other liability which may not be limited or excluded by law.
7.2 After the Goods have been accepted, the Company will in no circumstances be liable for any claim relating to the Goods or the contract of sale except in cases of admixture, in which case the total liability of the Company shall not exceed the price of the Goods in respect of which the claim is made. For the avoidance of doubt, the Company has no liability whatsoever in respect of any of the latent defect in the Goods.
8 - FORCE MAJEURE
8.1 The Company will not be liable for any failure or delay in performing its obligations caused by any circumstances which are beyond its reasonable control, including without limitation any act of God, fire, flood, plant breakdown, malicious damage, theft, non-availability of power, water, supplies or material, industrial action (including by the Company's employees), act of government or other public authority, civil disturbance, terrorism or war.
9 - TERMINATION
9.1 In addition to any other remedy, the Company may immediately withhold deliveries, repossess Goods which remain its property, terminate the sale contract (and any other contract with the Buyer) and retain any payments made by the Buyer if the Buyer:
(a) breaches any of these Terms or fails to pay any sum due to the Company on any account on the due date; or
(b) ceases trading or is unable to pay its debts as they fall due, or has any receiver or liquidator appointed over any of its business or assets, or passes a resolution for winding-up, or is the subject of any application, petition or order for administration, winding up, dissolution or bankruptcy, or enters into any composition or voluntary arrangement with its creditors, or is subject to any similar event of insolvency in any other jurisdiction, or if the Company reasonably suspects that the Buyer is likely to be subject to any of the same.