HFM Gatenby Ltd

   Old Hall Farm Gatenby Northallerton  North Yorkshire DL7 9PG   

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BASIS OF SALE
1.1 We, HFM (Gatenby) Limited shall sell and you, the Customer named
overleaf, shall buy the Goods and/or Services subject to these Conditions
which govern the contract between us to the exclusion of any other terms
which you may ask us to sign or which you may supply.
1.2 Any variation to these Conditions is of no effect unless agreed in
writing by our authorised representative.
1.3 "Goods" means the goods (including any instalments or parts), which we
supply in accordance with these Conditions and "Services," means the
services (including any repair work or instalments) which we perform in accordance with these Conditions.
2. QUOTATIONS AND ORDERS
2.1 Our quotation is not an offer. Quotations are subject to withdrawal or
revision at any time before acceptance of orders by us.
2.2 You are responsible for ensuring that your order is accurate and for
giving us all the information we need to complete the order.
2.3 Your order is not accepted until we confirm in writing or (if earlier)
we deliver the Goods or supply the Services to you.
3. DESCRIPTION
All our descriptions and illustrations are intended to present a general
idea of the Goods and Services described and do not form part of the
contract between us. Whilst every effort will be made to supply the Goods
in accordance with the quality of samples submitted or quoted for, this cannot be guaranteed and no condition or warranty to this effect shall be
implied.
4. CANCELLATION AND DELAY
4.1 Once accepted, an order may not be cancelled without our written
agreement and on terms that you indemnify us against all loss (including
loss of profit) and expenses incurred as a result of cancellation.
4.2 We will not be liable to you or be in breach of contract by reason of
delay or failure to perform any of our obligations if the delay or failure
was due to any cause beyond our reasonable control.
4.3 Should the conduct of your account with us or your business dealings
with others cause us to have serious doubts (whether reasonable or not)regarding your solvency then we may suspend all future deliveries of Goods
and supplies of Services to you and/or terminate the contract without
liability on our part and we may further exercise any of our rights
pursuant to Condition 9.3.
4.4 Should you commit any act of bankruptcy or insolvency or have an
administrator or receiver appointed or come to an arrangement with yourcreditors all sums outstanding in respect of Goods and/or Services shall
become immediately payable without prejudice to us being able to exercise
our rights under Condition 9.3 below.
4.5 We may cancel this contract at any time before the Goods are delivered
and/or Services supplied by giving written notice. On giving such notice we
shall promptly repay to you any funds paid in respect of the price of the
Goods and/or services. We shall not be liable for any loss or damage
including loss of profit, loss of production, depletion of goodwill or any
indirect loss, damage, costs or expenses whatsoever arising from such
cancellation.
5. PRICE
5.1 We reserve the right by giving notice before delivery or supply to
increase the price of the Goods to reflect any increase in cost to us.
5.2 Prices quoted by us are exclusive of costs of delivery and any
applicable VAT, unless otherwise stated.
6. PAYMENT
6.1 Payment for the Goods and/or Services is due and payable at the date
specified on the invoice. Any invoice issued without specifying a payment
date will be due for payment 28 days after date of invoice. However,
payment is due and payable immediately upon cancellation or termination of
the contract between us.
6.2 If you fail to make payment on the due date the total price of the
Goods and/or Services becomes due and payable without demand and we may:-
6.2.1 Cancel the contract between us; and/or
6.2.2 Suspend further deliveries/supplies and/or
6.2.3 Claim interest and debt recovery costs under the Late Payment of
Commercial Debts (Interest) Act 1998. (See attached file: The Late Payment
of Commercial Debts(Interest Act 1998, A Users Guide)
You may not withhold payment of any invoice or other amount due to us by
reason of any right of set-off or counterclaim which you may have or allege
to have or for any reason whatsoever.
7. PALLETS
You will pay us on demand for all returnable pallets on which you have
received Goods from us unless they are returned to us or our nominated
agents within a reasonable time of delivery.
8. DELIVERY AND PERFORMANCE
8.1 Delivery of the Goods shall be made by you collecting the Goods from us
after we have notified you that the Goods are ready for collection or, if
delivery is to be made by us, by us delivering the Goods.
8.2 Any dates for delivery and/or performance are approximate only.
8.3 Where Goods and/or Services are supplied by instalments, each
instalment is a separate contract. Failure by us to deliver or perform any
instalment will not entitle you to treat the contract as a whole as
repudiated.
8.4 If you fail to take delivery or fail to give us adequate delivery or
performance instructions then we may charge you our storage costs for the
Goods.
8.5 All Goods should be examined on delivery and signed for.
8.6 Goods which show any sign of having been tampered with, damage
(excluding damage resulting from your negligence) or shortage must be
signed for accordingly and written notice from you of the nature of the damage or shortage must be received by us within fourteen days of delivery
or of you becoming aware of the tampering, damage or shortage, whichever is
the later.
8.7 Goods delivered which are past their "sell by", "best before", or "use
by" or similar date or are within 14 days of its expiry must be signed for
accordingly and written notice from you of this must be received by us
within fourteen days of delivery.
8.8 In the event of the non-arrival of Goods or if you learn that they have
been lost or destroyed in transit written notice from you of this must be
received by us within fourteen days of the invoice.
8.9 If the appropriate notice as set out in this condition 8 is not
received by us within the time set out the Goods shall be deemed to have
been delivered in accordance with the contract.
8.10 We may deliver against any order any excess or deficiency of up to 10
per cent of weight or volume without incurring any liability to you. You
shall pay for the actual quantity delivered.
9. RISK AND PROPERTY
9.1 The Goods remain our property until we receive their full price
together with the full price of any other goods you have contracted to buy
from us.
9.2 Risk in the Goods passes to you on delivery.
9.3 We may, so as to discharge any overdue payment recover or resell the
Goods and we may enter any premises where the Goods are stored for this purpose.
10. RESALE OF GOODS
If any item comprised in the Goods is resold, you must bring to the
purchaser's attention all our instructions and/or recommendations for use
which are packed with or appearing on the Goods or which have been notified
to you.
11. LIMITATION OF LIABILITY
YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
11.1 The following sets out our entire financial liability (including any
liability for the acts or omissions of our employees, agents or
subcontractors) to you in respect of any breach of these Conditions and any
representation, statement or act or omission (including negligence) arising
under or in connection with the contract between us and in respect of any
contemplated performance or lack of performance.
11.2 All warranties, conditions or other terms implied by statute, common
law, trade usage or otherwise are excluded to the fullest extent permitted
by law but this exclusion does not apply to:-
11.2.1 any implied condition that we have the right to sell the Goods or
when ownership is to pass; or
11.2.2 where the Goods are sold to a person dealing as a consumer within
the meaning of the Unfair Contract Terms Act 1977, any implied term
relating to the conformity of the Goods with their description or sample or
as to their quality or fitness for a particular purpose.
11.3 The statutory rights of consumers are not affected.
11.4 Nothing in these Conditions excludes or limits our liability for death
or personal injury caused by our negligence or for fraudulent
misrepresentation.
11.5 Subject to Conditions 11.2 and 11.4:-
11.5.1 our total liability in contract, tort (including negligence or
breach of statutory duty), misrepresentation or otherwise, arising in
connection with the performance or contemplated performance of the contract
between us shall be limited to the contract price; and
11.5.2 we shall not be liable to you for any loss of profit, loss of
production, depletion of goodwill or any indirect loss, damage, costs or
expenses whatsoever which arise out of or in connection with the contract
between us.
11.6 You agree to indemnify us against any losses, claims, costs or
expenses incurred by us towards a third party arising out of or in
connection with Goods or Services supplied by us or their operation or use
and whether arising by reason of our negligence or otherwise.
11.7 Any claim by you which is based on any defect in the quality or
condition of the Goods and/or Services or their failure to correspond with
specification must be notified to us within fourteen days from date of
delivery or performance, or within a fourteen days after discovery of the
defect or failure, whichever is later. If no such notification is received,
you are not entitled to reject the Goods and/or Services and must pay their
price.
11.8 Where any valid claim in respect of any of the Goods is notified to us
in accordance with these Conditions, we shall be entitled to repair or
replace the Goods or carry out the Services again (or the part in question)
free of charge or refund to you the price of the Goods or Services (or a
proportionate price of the Goods) or Services, but then we shall have no
further liability to you.
11.9 All the exclusions and limitations set out in this Condition 11
operate to the extent that they are permitted by the law in general and the
Agriculture Act 1970 (as amended) in particular.
12. GENERAL
12.1 Each of our rights or remedies is without prejudice to any other right
or remedy we may have.
12.2 If any provision of these Conditions is found by any competent
authority to be invalid, unenforceable or unreasonable, the remainder shall
not be affected.
12.3 Failure or delay by us in enforcing or partially enforcing any
provision of these Conditions is not a waiver of any of our rights.
12.4 Any waiver by us of any breach by you is not a waiver of any
subsequent breach.
12.5 These Conditions and the contract between us do not create, confer or
purport to confer any benefit or right enforceable by any person not a
party to it by virtue of the Contracts (Rights of Third Parties) Act 1999.
12.6 Notices in all cases must be given in writing to us at the address of
the branch from which you placed the order.
13. ENGLISH LAW
These Conditions and the contract between us are subject to English law and
the exclusive jurisdiction of the English courts. The uniform laws on
International sales are excluded.
14. ARBITRATION
If any dispute arises between us in connection with the contract and the
total amount of the claim and (if applicable) counterclaim is less than£50,000 then if you are:
14.1 a member of the National Farmers Union (NFU) of England and Wales or
Scotland the dispute shall be referred to arbitration in accordance with
the rules agreed between the United Kingdom Agricultural Supply Trade
Association and the relevant NFU.
14.2 not a member of the NFU of England and Wales or Scotland the dispute
shall be referred to arbitration in accordance with the rules of the United
Kingdom Agricultural Supply Trade

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