Call: 0333 777 8522 Get in touch HOME ABOUT US LOCATIONS FEEDS MARKET REPORTS CONTACT US Terms & Conditions Interpretation Definitions: Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 5. Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions. Customer: the person or firm who purchases the Goods from the Supplier. Force Majeure Event: an event or circumstance beyond a party’s reasonable control. Goods: the goods (or any part of them) set out in the Order. Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form, the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be. Supplier: 2 Agriculture Limited (registered in Scotland with company number SC156515). Interpretation: a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted. any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. a reference to writing or written includes faxes and emails. Basis of contract These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable specifications are complete and accurate. The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions. Any samples, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force. A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 1 Business Day from its date of issue. Goods The Goods are described on the Supplier’s website. The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements. Delivery The Supplier shall ensure that: each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the contract number, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense. The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready. Delivery is completed on the completion of unloading of the Goods at the Delivery Location, or if the Customer collects the Goods, at the date of collection, whichever is the earlier. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. The Goods may be delivered by the Supplier in advance of the quoted delivery date upon giving reasonable notice to the Customer. If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. If the Customer fails to take delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract: delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance). If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods. If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice. The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment. Quality The Supplier warrants that on delivery the Goods shall: conform in all material respects with their description; and be free from material defects; and be of satisfactory quality (within the meaning of the Sale of Goods Act 1979). Subject to clause 3, if: the Customer gives notice in writing to the Supplier within three days from the date of delivery that some or all of the Goods do not comply with the warranty set out in clause 1; the Supplier is given a reasonable opportunity of examining such Goods; and the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost, the Supplier shall, at its sole option, replace the defective Goods, or refund the price of the defective Goods in full but the Supplier shall have no further liability to the Customer. The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 1 in any of the following events: the Customer makes any further use of such Goods after giving notice in accordance with clause 2; the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, use of the Goods or (if there are none) good trade practice regarding the same; the Customer alters such Goods without the written consent of the Supplier; the defect arises as a result of wilful damage, negligence, or abnormal storage or working conditions; or the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements. Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 1. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract. These Conditions shall apply to any replacement Goods supplied by the Supplier. Title and risk The risk in the Goods shall pass to the Customer on completion of delivery. Title to the Goods shall not pass to the Customer until the earlier of: the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums. Until title to the Goods has passed to the Customer, the Customer shall: store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property; not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; notify the Supplier immediately if it becomes subject to any of the events listed in clause 1; and give the Supplier such information relating to the Goods as the Supplier may require from time to time. Subject to clause 5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods in which case the Customer will keep the proceeds of sale or otherwise of the goods whether tangible or intangible, including insurance proceeds, separate from any monies or property of the Customer and third parties and in the case of tangible proceeds properly stored, protected and insured. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 1, then, without limiting any other right or remedy the Supplier may have: the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and the Supplier may at any time: require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them. Any and all intellectual property rights subsisting in the Goods are the sole property of the Supplier and no assignment or use of such is permitted under the Contract. Lien and Power of Sale The Supplier will have, in addition to any other right or remedy available to it, a lien and power of sale over the poultry belonging to the Customer (Customer’s Property) for all fees, costs and expenses charged under or in connection with this agreement. If any such sum remains unpaid (in full or in part) more than three months after it becomes due, the Supplier is entitled to: retain the Customer’s Property in its possession until full payment is made; and dispose of the Customer’s Property in such manner and at such price as the Supplier thinks fit on the expiry of 3 days’ notice to the Customer. Such notice must: be given in writing; be given in person or sent by first-class post to the Customer’s last known address; state the amount due; and state the Supplier’s intention to dispose of the Customer’s Property unless the amount due is paid in full by the expiry of the notice period. Any notice given in person is deemed received at the time of delivery. Any notice sent by first-class post is deemed received on the second working day after posting to the Customer’s last known address. The Supplier will apply the proceeds of any disposal under clause 1.1(b) in the following order: payment of disposal costs; payment of outstanding fees, costs and expenses charged under or in connection with this agreement; payment of any other costs and expenses, including the cost of caring for the poultry during their retention pending disposal; and payment of any remainder to the Customer. The Customer irrevocably appoints the Supplier as its attorney to sign, execute and deliver on its behalf all deeds and documents and to do all acts and things necessary to enable the registration of the Supplier as owner of the poultry in exercise of the power of sale in clause 7.1. Price and payment The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery. The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to: any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs, and cost of commodities increasing); any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions. The price of the Goods: excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and excludes the costs, insurance and transport of the Goods, which shall be invoiced to the Customer. Each Order is to state whether the Order is Ex Mill or to be delivered. If the Goods are to be delivered then this will incur transportation costs, whereas Ex Mill will not incur any transportation costs. The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery, unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event the Supplier shall be entitled to invoice the Customer for the price at any time after the Supplier has notified the Customer that the Goods are ready for collection, or (as the case may be) the Supplier has tendered delivery of the Goods. The Customer shall pay the invoice in full and in cleared funds within 7 Business Days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time for payment is of the essence. If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above National Westminster Bank PLC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. If the Customer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Supplier the Supplier shall be entitled to:- cancel the Contract or suspend any further deliveries to the Customer; and appropriate any payment made by the Customer to such of the Goods (or the Goods supplied under any other Contract) between the Customer and the Supplier (as the Supplier may think fit) notwithstanding any purported appropriation by the Customer. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer. If the Customer takes an advance order, the Customer shall pay for any unused commodities. If the Customer sells on any unused commodities then they shall pay to 2 Agriculture the difference between the price of the Goods set out in the Order and the price at which they sell such unused commodities. Termination Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if: the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 days of that party being notified in writing to do so; the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 8.1(a) to clause 8.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment. On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest. Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect. Limitation of liability Nothing in these Conditions shall limit or exclude the Supplier’s liability for: death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); fraud or fraudulent misrepresentation; breach of the terms implied by section 12 of the Sale of Goods Act 1979; or defective products under the Consumer Protection Act 1987; or any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability. Subject to clause 1: the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £10,000.00 or three times the price of the Goods supplied under the Contract whichever is the lesser. Force majeure Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. Insolvency of Customer This clause applies if:- the Customer makes any voluntary arrangement with its Creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise and for the purposes of amalgamation or re-construction); or an incumbrancer takes possession or a Receiver is appointed of any of the property or assets of the Customer; or The Customer ceases or threatens to cease to carry on business; or The Supplier reasonably apprehends any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly. If this clause applied then without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer and if the Goods have been delivered under the Contract without any liability to the Customer and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary. General The Supplier is a member of the group of companies whose holding company is Amber REI Holdings Limited and accordingly the Supplier may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group, provided that any act or omission of any such other member shall be deemed to be the act or omission of the Supplier. Assignment and other dealings. The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier. Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 11.2(b). For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party. Each party may disclose the other party’s confidential information: to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 3; and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement. Entire agreement. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or fax or email. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.7(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. Third party rights. No one other than a party to this Contract shall have any right to enforce any of its terms. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation. Stay in touch with 2Agriculture Register your email to keep up to date with 2Agriculture news and events. 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