TERMS & CONDITIONS

Legal Entity: The Need Seed Limited

Company Number: 10544568

1. GENERAL

1.1 All orders are accepted subject to the following conditions which shall form part of the contract of sale. Any variation of those conditions in any document of the buyer is inapplicable unless accepted in writing by the seller.

1.2 No variation may be made to the contract of sale except by agreement in writing between the parties.

QUOTATIONS

2.1 The lacing of an order following the seller’s enquiry shall not be binding on the seller unless and until accepted by the seller in writing.

2.2 Additions or alterations to orders, however made, shall not be binding on the seller until they have been confirmed by the seller in writing.

2.3 By ordering the goods from the seller the buyer will be deemed to have accepted that these conditions that precedence over any conditions contained in or in any letter, acceptance form or the like in connection with the goods so ordered.

PRICES

3.1 The prices quoted are based on current conditions and are subject to adjustment without notice. The goods or service will be invoiced at the price ruling on the date of despatch of the goods.

3.2 The prices quoted are exclusive of Value Added Tax and delivery, unless otherwise stated in the contract.

DELIVERY

4.1 Where goods are ordered by the buyer for delivery at his request:

(i) If a period is stated for the delivery and such period is not extended by the agreement in writing, the buyer shall take delivery within that period.

(ii) If no period is stated for delivery, the buyer shall take delivery of the goods as soon as they are ready.
(iii)If the buyer does not take delivery of the goods within the period the buyer will reimburse the supplier’s storage costs. An invoice will be issued for the full amount of the goods, plus the storage costs, on the last date which delivery is due and shall be payable in accordance with the provisions of Clause 9.1

In any other case:

(i) Any time stated in respect of delivery is given in good faith, but is by way of an estimation only and is not binding on the seller.
(ii) Time for delivery, whether expressly stated or not, shall not be deemed to be of the essence of the contract of sale.

4.3 The seller shall not be liable for any loss or damage whether direct or indirect or consequential or in whatsoever way arising which is or might be occasioned to the buyer or to the purchaser from him or customers of his arising out of or in any way due to any delay or default in delivery of any goods under the contract however caused.

4.4 The seller shall be entitled to make partial delivery of the goods unless otherwise agreed in writing.

4.5 In the case of partial delivery of goods the buyer will not be entitled to treat delivery of faulty goods in any one instalment as a repudiation of the whole contract.

PACKING, CONSIGNMENT AND CARRIAGE

5.1 Unless otherwise stated in the contract the goods will be consigned by the method of transport chosen by the seller to the address specified by the buyer for the consignment of the goods (‘delivery address’) or, (where the delivery address is not within the United Kingdom, FOB in a United Kingdom Port).

5.2 If the packaging is marked ‘returnable’ it is not included in the price, but will be charged for unless returned within one month, carriage paid and in good condition to the seller’s premises.

5.3 The cost of carriage is charged in addition to the price quoted unless specifically excluded in writing by the seller.

TRANSFER OF RISK

6.1 The goods shall be at the risk of the buyer as soon as they are delivered to the delivery address or where the delivery address is not within the United Kingdom immediately the goods are placed on board ship unless otherwise agreed in writing and the seller shall be under no obligation to give the buyer notice specified in the Sales of Goods Act 1893.

ACCEPTANCE OF GOODS

7.1 The buyer shall be deemed to have accepted the goods unless he rejects them within seven days after their receipt at the delivery address.

7.2 The seller shall have no liability for goods delivered in a damaged condition or lost in transit for shortages in delivery unless:

(a) In the case of damage or shortage of delivery, short details are endorsed on the carrier’s delivery note or receipt and notice in writing giving full particulars of the damage or shortage is received by the seller and the carrier within 3 working days after the goods at the delivery address and
(b) In the case of goods lost in transit, notice in writing of non-delivery is received by the seller and the carrier within 14 days after the date of the advice note or invoice (as the case may be) issued by the seller.

7.3 Subject to the buyer’s complying with clauses 7.1 or 7.2 above (as the case may be) and subject to the Clause 8, the seller shall replace or make good any goods rejected by the buyer or delivered in a damaged condition or lost in transit (or, in lieu thereof, at the option of the seller, shall be allow credit to the buyer of the amount of the price of the goods lost or rejected or a proportianate amount thereof in the case of goods damaged) but the seller shall have no other liability whatsoever including consequential loss in respect of goods rejected by the buyer or delivered in a damaged condition or lost in transit.

SPECIFICATIONS

8.1 Unless otherwise specifically stated in the contract all specifications and particulars of weights and dimensions stated in the contract and in the seller’s sales literature are approximate only and where dimensions or weights are quoted in imperial measurements and the seller reserves the right to supply and convenient metric equivalent or vice versa.

8.2 Every effort has been made to ensure that information given in company literature is correct, but the seller accepts no liability of contingencies arising from errors.

8.3 The seller reserves the right to change the specification of any goods quoted in its sales literature at any time without notice.

8.4 Goods supplied by the seller must be utilised in accordance with the seller’s technical specification relating to the goods and the seller accepts no responsibility for loss or damage incurred where this condition is not complied with.

PAYMENT

9.1 Except where otherwise specifically agreed, payment must be made to the seller’s address stated on his invoice within seven (7) days from the date on the invoice.

9.2 Where partial delivery is made, the buyer shall be obliged to pay for each instalment separately, if the seller so requires by invoicing him.

9.3 The seller reserves the right to suspend all deliveries where payment terms are not complied with by the buyer. In the event of non-compliance of payment terms all monies owed to the seller by the buyer shall become immediately payable.

9.4 If payment is not made on the due date, interest will be charged on the amount due at the rate of 5% above Barclays Bank’s base rate for the time being.

9.5 Unless otherwise agreed the buyer shall not be entitled to exercise any right or set off or counterclaim against monies owed to the seller for goods invoiced and delivered to him.

OWNERSHIP OF GOODS

10.1 Subject to the following clauses, the goods shall remain the seller’s property until payment in full of the price, interest charges and all monies due to the seller under this contract on all other contracts between the seller and buyer notwithstanding any processing of the same or incorporating of the same into a larger piece of equipment.

10.2 The buyer shall be entitled to sell the goods in the ordinary course of business, provided that the proceeds of sale shall be held in trust for the seller by the buyer until payment of all sums due to the seller by the buyer under this contract and all other contracts between the seller and the buyer.

10.3 Should the buyer default in any payment when due the seller will be entitled to repossess all the goods held by the buyer which are still the seller’s property (without prejudice to any other right or remedy arising out of such default in payment) and for this purpose the seller will be entitled to enter upon and land or building on or in which the goods may be situated. All costs incurred by the seller in repossessing the goods shall be borne by the buyer.

10.4 Any goods so repossessed shall be sold and the proceeds of the sale set off against the amount due to the seller by the buyer. Any balance remaining of the proceeds shall be paid to the buyer. If the said proceeds of sale are not sufficient the buyer shall remain liable to pay the seller the amount remaining due altogether with any interest accruing thereon.

11 PATENTS

11.1 The buyer shall indemnify the seller against all damages, penalties, costs and expenses to which the seller may be liable as a result of work done in accordance with the buyer’s specification which involves the infringement of any letters patent of registration design.

12. DETERMINATION OF CONTRACT

12.1 If the buyer shall make default in or commit a breach of the contract or of any other of his obligations to the seller or if any distress or execution shall be levied upon the buyer’s property or assets, or if the buyer shall make or offer to make any arrangements or composition with creditors, or commit and act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against him, or if the buyer is a limited company and any resolution or petition to wind up such company’s undertaking property or assets of any part thereof shall be appointed, the seller shall have the right by written notice to the buyer to determine this and/or any other contract between the buyer and the seller. Such right shall be without prejudice to any other claim or right the seller may otherwise make or exercise.

13 NOTICES

13.1 Notices required to be given to the seller must be sent to the address stated in the seller’s literature. Notices required to be given to the buyer will be sent to the address specified by the buyer for consignment of the goods unless a different address is specified for this purpose by the buyer.

14 OTHER CONDITIONS

14.1 No liability will be accepted for any failure of or delay in performance which is due wholly or partially to restrictions by Government or other competent authority, strike, lockout, failure to supply raw matericals or to any other cause whatsoever outside the seller’s control.

14.2 The seller reserves the right to sub-contract any part of the work or supply of any goods for which an order is accepted.

14.3 It is the responsibility of the purchaser to ensure as far as reasonably practicable that the goods are suitable for their intended use and location and no liability shall fall on the company for any loss or damage of whatever nature arising out of misuse of the goods or if the same are subject to unusual or unsuitable treatment. Furthermore, no liability under this condition shall attach to the company in respect of second hand goods, where unauthorised repairs or alterations have been carried out or attempted, where damage has occurred after delivery of goods have subjected to improper, unsafe or unusual usage.

14.4 In the case of goods supplied but not manufactured by the company, the company’s sole responsibility shall be to give the purchaser the same warranty as given by the manufacturer, provided that the company shall not be required to bear any liability or expense greater than the amount actually recovered from the manufacturer.

14.5 So far permitted by law, the company’s liability under this condition shall be in lieu of any other warranty, expressed or implied, whether by statute or otherwise, and in no circumstances shall the company be liable for any consequential loss, direct or indirect.

14.6 Cancellation. The company reserves the right to refuse purport cancellation of any order and to demand payment of the full price for the same although the company may accept any cancellation upon receiving full indemnification from the purchaser or actual cost and losses incurred.

LEGAL CONSTRUCTION AND APPLICATION

15.1 This contract shall in all respects be construed and will operate as an English contract and in conformity with English Law and the parties hereto submit to the jurisdiction of the English Courts. If any provision of this contract is held by any Court, Tribunal or similar body to be void or unenforceable, such ruling shall not affect the remaining provisions of this agreement which shall be read as though the provisions had been deleted. Furthermore, in the event of any Court, Tribunal or similar body ruling that any one or more of the time limits imposed under this contract are unreasonable, then in each case the condition imposing the extending time limit shall be read as though a reasonable period were substituted for the specified time limit and that condition enforced accordingly.

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