1.1 Definitions. In these Conditions, the following definitions apply:
1.2 Construction. In these Conditions, the following rules apply:
2.1 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.
2.2 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 Specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order or supplies the Goods, whichever happens first, at which point the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
2.5 Any samples, drawings, 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 described in them. They shall not form part of the Contract or have any contractual force.
2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
3.1 The Goods are described in the Specification. The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note.
4.1 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).
4.2 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
4.3 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.
4.4 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.
4.5 The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered.
4.6 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.7 The Buyer shall inspect the Goods forthwith on delivery and shall have no claim in respect of any shortage or defect apparent on inspection of the Goods unless the Buyer notifies the Supplier in writing giving such details of such shortage or defect within seven days of delivery. If no such complaint is made the Goods shall be deemed to have been delivered in correct quantity and free from any defect apparent on inspection.
5.2 If and to the extent that the Supplier has any legal obligation to the Buyer arising out of the quality, use or fitness for the purpose of any Goods, breach of warranty or otherwise the Supplier shall leave no liability to the Buyer if:
5.3 Subject to Clause 5.2 and 8.1 if and to the extent that the Supplier has any legal obligation to the Buyer arising out of the use, quality or fitness for the purpose of any Goods, breach of warranty or otherwise the Supplier shall at its option replace such Goods or refund the price of such Goods at the pro rata Contract rate provided that, if the Supplier so requests and to the extent reasonably possible, the replacement shall be made by the Supplier in full and final satisfaction of its obligation to the Buyer. If the Supplier complies with this Clause it shall have no further liability for a breach of any legal obligation to the Buyer in respect of such Goods.
5.4 Notwithstanding Clause 4.7 but subject to Clause 8.1, the Supplier shall have no liability to the Buyer whatsoever made, or in any way related to the sale and purchase of the Goods or otherwise in contract tort (including negligence) or otherwise in connection with a claim in respect of latent defects (which shall mean that despite the carrying out of an examination or testing any defects would not become apparent until after use) in such Goods unless it is made within 14 days of their becoming apparent and is accompanied by evidence of the identity of such Goods and the cultivation procedures adopted in respect of them.
5.5 Subject to Clause 8.1 notwithstanding any of the foregoing provisions of this Clause 5, if the Supplier has any liability to the Buyer for non germination of seeds or for the wrongful labelling or packaging of any seeds then in any such event the Supplier’s entire liability to the Buyer in respect of such event shall be limited to damages equal to the price paid for the seeds.
5.6 The Buyer acknowledges that it has relied on its own skill and knowledge in selecting the Goods and acknowledges that no condition or warranty is to be implied that the Goods are fit for any purpose other than any given by the Supplier in writing and forming part of the Contract.
5.7 The Buyer is under duty to use, handle and store the Goods in accordance with any recommendations for use or any instructions given by the Supplier. The Buyer will notify any person to whom the Buyer passes the Goods of the need to comply with the same and will indemnify the Supplier in respect of any loss or damage arising as a result of any failure by the Buyer to do so.
5.8 All warranties, conditions and any other terms implied by statute or common law (save for the conditions implied by Section 12 of the Sale of Goods Act 1979) and relating to any Goods are to the fullest extent permitted by law, excluded from the Contract.
5.9 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.4 If before title to the Goods passes to the Customer then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods 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.
7.1 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.
7.2 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:
7.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
7.4 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
7.5 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
7.6 The Customer shall pay the invoice in full and in cleared funds within 28 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.
7.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (due date), then the Customer shall pay interest on the overdue amount at the rate of 8% 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 the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
7.8 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. 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.
8.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
8.2 Subject to clause 8.1:
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
10.2 Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.
10.3 Variation. Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Supplier.
10.4 Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
The British Quinoa Company Ltd