Terms & Conditions
Terms and Conditions of Sale (the "Conditions")
In these Conditions "the Seller" means any company being part of The Pearce Group (including Pearce Seeds LLP and Pearce Energy), "the Buyer" means the person, firm or company purchasing the Goods, "the Goods" means the goods or materials which are the subject of the Seller and the Buyer and Seller for the sale and purchase of the Goods.
1. ACCEPTANCE OF ORDER
(i) No order, will result in a binding contract between the Seller and the Buyer unless and until accepted by the seller. Unless otherwise agreed the Contract shall be deemed to have been made when the Goods are dispatched to the Buyer.
(ii) All orders are accepted by the seller subject to those Conditions which override any other terms or conditions stipulated or referred to by the Buyer whether in the order or in any negotiations and so that these Conditions are the only terms or conditions upon which the Seller sells or supplied the Goods. No variations to the Conditions are binding on the Seller unless expressly agreed in writing by an authorised representative of the Seller.
(i) The price charged by the Seller for the Goods shall be those deemed to be ruling at the date of delivery and the Seller may at any time before delivery increase the price of the Goods and the Buyer shall be liable to pay for the Goods the price ruling at the date of delivery.
(ii) The price of all Goods is exclusive of Value Added Tax.
3. TERMS OF PAYMENT
(i) Unless otherwise agreed in writing between the Buyer and the Seller, payment for the Goods shall be made in accordance with the terms of the Seller's relevant invoice or quotation. Notwithstanding the above, the Seller may at any time require the Buyer to make payment in advance of deliver or to advance adequate security for the payment of all amounts due or to become due under the Contract.
(ii) Without prejudice to any other rights of hereunder the Seller shall at its discretion have the right to charge interest at the rate stipulated in the Seller's quotation or invoice (or if none, then at the rate of 1.5% per month) on any sum outstanding from the date on which payment became due up to the actual date of payment and both before and after any judgement for such sum.
(iii) The place for payment is deemed to be the address of the Seller as stated on the invoice.
(iv) When payment is to be made by instalments the failure of the Buyer to pay any instalment on the due date shall entitle the Seller to demand repayment of all the outstanding instalments which shall then become due and payable.
(v) The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Buyer.
4. DELIVERY AND PASSING OF PROPERTY
Unless otherwise agreed in writing between the Seller and the Buyer the following provisions shall apply.
(i) Title to all Goods supplied by the Seller to the Buyer will remain with the Seller until payment in full has been made of all amounts owed by the Buyer to the Seller on any account whatsoever. The Buyer acknowledges that he is in possession of Goods solely as bailee for the Seller until time as such sums have been paid, and until such time as the Buyer agrees that it will store the Goods separately on its premises from goods belonging to any other person or the Buyer itself and in a manner which makes them readily identifiable as the Goods of the Seller. So long as the Goods remain the property of the Seller the Seller shall be entitled to require the Buyer to deliver the Goods up to the Seller and the Buyer grants to the Seller an irrevocable right and licence to enter upon any of the Buyer's premises and remove the Goods and all costs incurred by the Seller in repossessing the Goods shall borne by the Buyer.
If the Buyer sells Goods belonging to the Seller, any proceeds of such sales are to be held by the Buyer upon trust for the Seller, to be identifiable, at all times as monies of the Seller and not to be mingled with monies of the Buyer or paid into a bank account in overdraft. The Buyer will, if required to do so by the Seller, assign to the Seller all rights against any person to who such Goods have been supplied but in respect of which payment has not been made to the Buyer.
(ii) Risk of damage to or loss of the Goods shall pass to the Buyer.
(a) In the case of Goods to be delivered at the Seller's premises at the time when the Seller notifies the Buyer that the Goods are available for collection, or
(b) In the case of Goods to be delivered other than at the Seller's premises at the time of delivery if the buyer wrongfully fails to accept delivery of the Goods, the time when the Seller has tendered delivery of the goods
(iii) All delivery dates given by the Seller are estimates only and the Seller shall not in any circumstances be liable for failure to delivery by such dates, not for any damage or loss arising directly or indirectly out of delay in delivery or as the result of non-delivery, nor shall the Buyer be entitled to refuse the Goods in such circumstances.
(iv) If the Buyer refuses to accept delivery of the goods when delivery falls due or fails to require delivery or to collect Goods at such time, the Seller may store or arrange storage of the Goods for the Buyer (in which event the price of the Goods will pay the Seller's storage charges comprising an immediate stock charge equal to 3% of the net invoice value of the Goods plus the cost of the Seller of storing such goods); and/or either immediately or subsequently elect by written notice sent to the Buyer to treat the Contract as repudiated by the Buyer.
(v) The seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Buyer.
5. SHORTAGES AND DAMAGE AND LOSS IN TRANSIT
Unless otherwise agreed in writing between the Seller and the Buyer, the Seller may deliver against any order an excess and/or deficiency of up to 10% of the weight or volume ordered without any liability whatsoever save that the Buyer shall only be required to pay for the quantity of Goods actually delivered.
6. GUARANTEES AND WARRANTIES
Seeds sold by the Seller are guaranteed to comply, at the time of delivery, with the United Kingdom Seeds' Regulations currently in force. Without prejudice to Clause 7 no representation warranty or guarantee is given or made that any seed sold by the Seller shall be free from latent defects, nor as the expected resultant crop nor that the seed sold is free from loose smut or other minor foreign material and no liability whatsoever is accepted in respect of any damage which the Buyer may suffer or incur as a result of such latent defects or in connection with the presence of such loose smut or other minor foreign material in seed sold. Where specially treated or tested seed is offered, the liability of the Seller is limited to a warranty that the treatment or testing to the specification quoted has been carried out, but no further.
(ii) The varieties included in any delivery are conventional varieties ("non GM"), which means seed produced without the use of genetic modification. The corresponding seed is described as "non GM" and has been produced according to protocols aimed at minimising the risk of the adventitious presence of GMO's.
Given that seed production takes place in open fields where there is free circulation of pollen and may take place in areas where the growing of genetically modified varieties is authorised and taking into account the impossibility of excluding any change mixing it is not possible to guarantee that seed is free from all traces of GMO's. No liability is accepted for any damage whatsoever arising from the possible occurrence of any adventitious traces of GM impurities in the seeds.
(iii) Agrochemicals and Fertilizers
The seller warrants that the goods be in accordance with the Seller's specification at the time of delivery. All other warranties or conditions as to quality, fitness for purpose or description, express or implied by statute or otherwise are excluded.
7. EXCLUSION AND EXTENT OF LIABILITY
(i) Recommendations and advice is given for general guidance only and any such information give is not deemed to form part of any contract.
(ii) To the extent permitted by law:
(a) Save as provided in these Conditions the Seller excludes all conditions, guarantees or warranties whether express or implied by statute, common law or otherwise, including (without prejudice to the generally of the foregoing) conditions, guarantees or warranties as to quality, fitness for purpose, or description of the Goods or as to their life, wear or use under any conditions whether know or made known to the Seller or not.
(b) The Seller's liability to the Buyer in respect of defective or damaged Goods or any shortfall in supply contrary to these Conditions shall be limited as set out in these Conditions and the Seller shall be under no liability in contract or tort or otherwise for any injuries, losses, expenses or damage direct or indirect or for any consequential loss whatsoever save as provided in these conditions.
(c) The liability of the Seller for any loss or damage resulting to the Buyer from defective Goods or from any other cause whatsoever shall be limited to the purchase price of the Goods provided that the Seller shall have the option to replace defective Goods or make up shortages with Goods conforming in all respects with the Contract, in which event the Seller shall be under no further liability to the Buyer.
(d) The Seller shall not be liable in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller instructions or misuse, alteration or repair of the Goods.
(iii) The Buyer shall inspect the Goods immediately upon receipt from the Seller and shall notify the Seller forthwith, of any shortages or damaged Goods, and shall confirm the same in writing within 28 days of delivery. In the absence of any such notification, the Goods shall be deemed to have been delivered in correct quantity and undamaged, and the Buyer shall be deemed to have accepted the Goods and shall have no claim whatsoever against the Seller in respect of shortages or damage.
8. CONTINGENCIES AND FORCE MAJEURE
The Seller shall not be liable for default in the performance of any of the obligations under the Contract if the default is caused by any circumstances whatsoever outside the reasonable control of the Seller (including but not limited to accident, breakdown of plant or machinery, industrial action, order of any Government or similar authority, late arrival or non-arrival of ship, and shortage of materials, power or fuel required for or in connection with manufacture of the product). In any such circumstances the Seller may be entitled to a reasonable extension of time for performing such obligations.
(a) The Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a Company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction).
(b) an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Buyer.
(c) the Buyer shall commit any material breach of these Conditions without prejudice to any other right or remedy available to the Seller the Seller may cancel the Contract or suspend any further delivered under the Contract witho9ut any liability to the Buyer and if all or any of the Goods have been delivered but not paid for the price shall become immediately due and payable.
10. PATENTS AND TRADEMARKS
No representation warranty or indemnity is given by the Seller that the Goods do not infringe any letters patent, trade marks, registered designs or other industrial rights.
11. PLANT VARIETIES AND SEEDS ACT, 1964
The price of any variety of Goods which becomes the subject of a grant of plant breeders' rights under the Plant Varieties And Seeds Act, 1964 will be adjusted to include the cost of any royalties payable to the owner of the rights. If, in the event of any variety being already the subject of such rights, there is any change in the rate of royalty payable, the price of the Goods will be adjusted accordingly.
12. LEGAL CONSTRUCTION
These conditions shall be governed by the laws of England due to the company registration address in Sherborne. The Buyer agrees to submit to the non exclusive jurisdiction of the English Court.
Any notice required under this Contract shall be in writing and shall be sufficiently given if delivered or sent by first class mail or telex to the address of the parties stated in the Contract or notified from time to time in writing, any such notice shall be deemed to have been received and given in the case of delivery by hand at the time of delivery, in the case of fist class mail three days after the date of mailing and in the case of telex at the time of transmission and correct answerback.
The Seller is entitled to set off any amount due to the Buyer from the Seller against any amount due to the Seller from the Buyer under this Contract.
Nothing in this Contact shall deem either party, the agent or representative of the other.
Should any part of this contract be found to be unenforceable then such part shall be severed from the remainder of the Contract which shall continue to be valid and enforceable to the fullest extent permitted by law.