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Our Terms and Conditions

  1. Interpretation
    1. In these Conditions:
      “Buyer” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the seller.
      “Goods” means the agricultural produce and products (including any instalment of the produce and products) which the Seller is to supply in accordance with these Conditions.
      “Seller” means Allium Seeds UK Ltd. of Wash Road, Kirton, Boston, Lincolnshire, PE20 1QQ.
      “Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and Seller.
      “Contract” means the contract for the purchase and sale of the Goods (including any forward contract for an agreed quantity at an agreed price).
      “Writing” includes telex, cable, facsimile and comparable means of communication.
    2. Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
    3. The headings in these Conditions are for convenience only and shall not affect their interpretation.
  2. Basis of the Sale
    1. The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
    2. No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and Seller.
    3. The Seller’s employees or agents are not authorised to make any representations concerning the goods unless confirmed by the seller in writing. In entering into the Contract, the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
    4. Any advice or recommendation given by the seller or its employees or agents to the Buyer or its employees or agents as to the storage, treatment or planting of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
    5. Any typographical. clerical or other error or omission in any sales literature. quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
  3. Orders and Specifications
    1. No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative.
    2. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including the suitability of any specific variety) submitted by the Buyer. and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
    3. The quantity, quality, description and any specific variety of the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
    4. No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
  4. Price of Goods
    1. The price of the Goods shall be the Seller’s quoted price or, where 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 acceptance of the order. Where the Goods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
    2. The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specific varieties of the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
    3. The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
  5. Terms of Payment
    1. Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods and according to the prevailing exchange rate on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price according to the exchange rate at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
    2. The Buyer shall pay the price of the Goods (less any discount to which the Buyer is entitled, but without any other deduction) within 14 days of the date of the Seller’s invoice, and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract.
    3. If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:-
      1. cancel the contract or suspend any further deliveries to the Buyer;
      2. appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
      3. charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 5 per cent per month until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest)
  6. Delivery
    1. Delivery of the Goods shall be made by the Buyer collecting the Goods at any time after the Seller has notified the Buyer that the Goods are ready for collection or by the Seller delivering the Goods to the place specified in the contract. Where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Seller shall be under no obligation under Section 32 (2) of the Sales of Goods Act 1979
    2. Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
    3. Where delivery of the Goods is forward contracted to be made by the Seller, the Seller will make every effort to accommodate any changes requested by the Buyer but reserves the right to deliver the contracted quantity in full and in any other case reserves the right to deliver up to 10 per cent more or 10 per cent less than the quantity ordered without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered.
    4. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated
    5. If the Seiler fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer. the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods
    6. If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:-
      1. store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance} of storage; or
      2. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
  7. Risk and Property
    1. Risk of damage to or loss of the Goods shall pass to the Buyer:
      1. in the case of Goods to be delivered by the Buyer, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
      2. in the case of Goods to be delivered, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods
    2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due
    3. Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds. properly stored, protected and insured.
    4. Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and , if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
    5. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
  8. Warranties and Liability
    1. The Seller warrants to the Buyer that the Goods will be of satisfactory quality (within the meaning of the Sale of Goods Act 1979 (as amended) and fit for any purpose made known to the Seller in writing at the time of placing the order, will correspond with any relevant specification therefor or sample thereof, and will comply with all statutory and EC requirements and regulations relating to the sale of the Goods. Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law
    2. Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976 the Statutory rights of the Buyer are not affected by these Conditions
    3. Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specific variety or quantity shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 24 hours of the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. In no event shall the Buyer be entitled to reject Goods on the basis of an actual count of a quantity delivered by reference to an estimate where the shortage is so slight that it would be unreasonable for the Buyer to reject them
    4. Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specific variety or quantity is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace or make up the total of the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price). but the Seller shall have absolutely no further liability to the Buyer whatsoever
    5. Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of Goods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions
    6. The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:-
      1. Act of God, explosion, flood. tempest. fire or accident;
      2. war or threat of war, sabotage, insurrection. civil disturbance or requisition;
      3. acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
      4. import or export regulations or embargoes;
      5. strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
      6. difficulties in obtaining raw materials, labour, fuel, parts or machinery;
      7. power failure or breakdown in machinery
  9. Insolvency of Buyer
    1. This clause applies if:-
      1. the Buyer 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 than for the purposes of amalgamation or reconstruction;
      2. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
      3. the Buyer ceases, or threatens to cease, to carry on business; or
      4. the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly
    2. If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer. and if the Goods have been delivered but not paid for the price shall immediately due and payable notwithstanding any previous agreement or arrangement to the contrary
  10. Export Terms
    1. In these Conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail
    2. Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 10 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions.
    3. The Buyer shall be responsible for complying with any legislation or regulation governing the importation of the Goods into the country of destination and for the payment of any duties thereon
  11. General
    1. Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice
    2. No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision
    3. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity if the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby
    4. The Contract shall be governed by the laws of England and be subject to exclusive jurisdiction of the English Courts.

Revised March 2019

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