Terms & Conditions of Sale

  1. DEFINITIONS
    1. ‘Buyer’ means the person who buys or agrees to buy the Goods from the seller.
    2. ‘Conditions’ means the terms and conditions of sales set out in this document and any special terms and conditions agreed in writing by the Seller.
    3. ‘Contract’ means any contract based upon or arising out of these Conditions.
    4. ‘Goods’ means the articles which the Buyer agrees to buy from the Seller.
    5. ‘Price’ means the price for the goods excluding VAT.
    6. 'Seller’ means Inroads International Ltd
  2. CONDITIONS APPLICABLE
    1. These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions, including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
    2. All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
    3. Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
    4. Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
  3. THE PRICE & PAYMENT
    1. The price shall be the Seller’s quoted price set out above. The price is exclusive of VAT, which shall be due at the rate ruling on the date of the Seller’s invoice.
    2. Payment of the Price and VAT shall be within thirty days of the date of the invoice unless otherwise agreed in writing between Buyer and Seller. Time for payment shall be of the essence.
    3. Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2% above HSBC plc base rate from time to time in force and shall accrue at such rate after as well as before any judgement.
    4. The Seller reserves the right to require payment at any time and the Goods are sold subject to this express condition.
  4. GOODS
    1. The quality and description of the Goods shall be as set out in the Seller’s quotation.
    2. The word ‘about’ when used with reference to quantity shall mean within 5% over or under the quantity stated.
  5. WARRANTIES AND LIABILITY
    1. The Seller warrants that the Goods will, at the time of delivery, correspond to the description given by the Seller. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977, Section 12), all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the Goods and whether implied by statute or common law or otherwise excluded. The Seller believes the goods to be free from latent defect, but it is not a condition of sale, nor does the Seller warrant the Goods shall be free from such defect.
  6. DELIVERY OF GOODS
    1. Delivery of Goods shall be made to the Buyer. Delivery shall be accepted at the Buyer’s requested delivery address. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
    2. Imported goods are sold subject to safe arrival of vessel and cargo.
  7. ACCEPTANCE OF THE GOODS
    1. The Buyer shall be deemed to have accepted Goods twenty four hours after delivery to the Buyer.
    2. After acceptance, the Buyer shall not be entitled to reject Goods which are not in accordance with the Contract.
    3. Claims based upon defects of quantity or quality, which should be apparent upon reasonable examination, must be made immediately by fax or telephone and confirmed in writing within three working days of the arrival of the Goods at their ultimate destination. Time shall be of the essence of the Contract in all cases.
    4. Claims for breach of contract in respect of warranties may be settled in accordance with the provisions of Part IV of the Agricultural Act 1970. The Statutory Statement, which will be given in due course, will contain the actual amounts and other particulars required by the Agricultural Act, and this shall be the only warranty affecting the Contract.
  8. TITLE & RISK
    1. Title to the Goods shall remain with the Seller and shall not pass to the Buyer until payment of the Price and VAT (together with any other monies contracted to be paid) has been received by the Seller by way of cash or cleared funds, whereupon title shall pass to the Buyer.

    2. Insofar as consignments of the Goods may be delivered to the Buyer prior to the time when title to such Goods has passed from the Supplier, the Buyer shall hold the same on a fiduciary basis as bailee for the Seller and on such basis and until such time shall remain liable to account to the Seller for the same or if the same shall be sold by the Buyer in accordance with the next paragraph of this clause, for that part of the proceeds of sale thereof (‘the Seller’s part of the proceeds’) which is equivalent to the price at which the same were invoiced by the Seller to the Buyer.
      1. The Buyer shall have the right to sell any consignment or part therefore before payment for the same shall have been received by the Seller, provided that the Buyer shall pay the Seller’s part of the proceeds of such a sale into a separate bank account clearly denoted as an account containing monies deposited for the benefit of the Seller by the Buyer acting on a fiduciary basis. Any such sale shall be a sale of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings.
      2. Risk in each and every consignment o the Goods shall, notwithstanding the first paragraph of this clause, pass to the Buyer upon delivery by the Seller to the Buyer.
      3. In the case of consignments of the Goods sold while the property is still vested in the Seller, the Seller hereby gives the Buyer the right to pass the property therein to the buyers in the normal course of its business.
      4. The Seller shall be entitled at any time, until title to a consignment of the Goods has passed from the Seller, to retake possession of such consignment from the buyer and the Buyer undertakes to deliver the same to the Seller or its duly authorised agent upon request, and the Seller or its duly authorised agent shall have the right during normal business hours to enter upon the land or buildings of the Buyer to take possession of the said consignment.
      5. The Buyer shall store or otherwise denote consignments of the Goods in respect of which property remains with the Seller in such a way that the same can be recognised as the property of the Seller.
    3. The Buyer shall pay for each consignment of Goods supplied to it hereunder by cash or cheque within thirty days of the date of the relevant invoice unless otherwise agreed in writing between Buyer and Seller, or by such other method of payment as shall from time to time be agreed between the time of invoice as aforesaid and the time that payment becomes due as aforesaid.
      1. Payment shall fall due as aforesaid in respect of each consignment of the Goods, despite the fact that title therein has not passed to the Buyer and the Seller shall accordingly be entitled to sue for the Price once the same is due notwithstanding the fact that the property in the said consignment has not so passed.
      2. Payment shall not be withheld on account of any claim the Buyer may have against the Seller.
      3. Where the Seller recovers possession of a consignment of the Goods, title in which has not yet passed to the Buyer, such recovery of possessions shall be without prejudice to the rights of the Seller to sue for the purchase price under this clause.
    4. The rights of retention of title set out in the preceding sub-paragraphs of this clause shall attach to the Goods until payment in full has been made to the Seller by the Buyer of any other sums due to the Seller at the date of delivery of the Goods. The same rights shall remain in the Seller where the Buyer uses the Goods in his manufacturing process or incorporates the Goods with other products in respect of the Goods so far as they are identifiable.
    5. Without prejudice to the terms of the Contract being severable, generally it is expressly agreed that each paragraph of this clause is severable.
  1. LIMITATIONS OF REMEDIES
    1. Where the Buyer rejects any Goods, then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale.
    2. Where the Buyer accepts or has been deemed to have accepted any Goods, then the Seller shall have no liability whatever to the Buyer in respect of those Goods.
    3. The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.
  1. LIEN
    The Seller shall in respect of all unpaid debts due from the Buyer under the same or any other contract have a general lien on all goods and property of the Buyer in its possession (although such goods or some of them may have been paid for) and shall after the expiration of fourteen days written notice to the Buyer be entitled to dispose of such goods and property as it deems fit and apply the proceeds towards such debts.
  2. EXCEPTIONAL PRICE ADJUSTMENTS
    Any increase or decrease in the cost of the Goods over or under the contract at the date of order, which may hereafter be imposed by reason of war or by the action of any British or foreign Government or nationalised industry (whether such variation arises in the manufacture, transport or insurance of the Goods) shall be added to or deducted from the Price otherwise payable by the Buyer.
  3. FORCE MAJEURE
    The Seller is not responsible for delay or inability to deliver due directly or indirectly to fire, strike, lockout, breakdown of machinery or accident of any kind either in its own works, works of raw material suppliers, or at ports, on railways, road transport or waterways, war, loss, destruction or detention of ship, or of any other contingency of any kind whatsoever beyond the Seller’s control, and the Seller shall not be liable to the Buyer for any loss or damage suffered in consequence.
  4. DEFAULT
    In the event of default in shipment or delivery, any damages shall be computed upon the contract quantity, irrespective of the latitude allowed in clause 4.
  5. DUTY
    If new or increased customs or excise duty becomes payable by the Seller on the Goods sold under the Contract, the Buyer shall pay in addition to the contract price a sum equal to any amount paid by the Seller in respect of the Goods on account of the new duty or the increase in duty.
  6. ARBITRATION
    Any dispute arising out of the Contract shall be referred to arbitration in accordance with the Arbitration Rules of the UK Agricultural Supply Trade Association Ltd, 3 Whitehall Court, London SW1 2EQ and all parties, whether members of such Association or not, shall be signing or accepting the Contract be deemed to have knowledge of such Rules and to have elected to be bound thereby.
  7. NOTICES
    Any notice, invoice or other document which may be given by either party under these Conditions shall be deemed to have been duly given if left at or sent by post (whether by letter or, where parties agree, by magnetic tape or any other form), telex or facsimile transmission (confirmed by letter sent by post) or (where the parties expressly agree) by electronic mail to each party’s registered office or any other address notified to each other in writing in accordance with this clause as an address to which notices, invoices and other documents may be sent. Any such communication shall be deemed to have been made to the other party (if by post) four (4) days from the date of posting (and in proving such service or delivery, it shall be sufficient to prove that such communication was properly addressed, stamped and put in the post) and , if by telex or facsimile transmission at the time of the transmission provided that the same shall not have been received in a garbled form. Any communication by electronic mail shall be deemed to have been made on the day on which the communication is first stored to the other party’s electronic mailbox.
  8. PROPER LAW
    The Contract is subject to the Law of England & Wales.
  9. DELIVERIES OUTSIDE OF THE UNITED KINGDOM
    Where Goods are sold to the Buyer for delivery outside of the United Kingdom of Great Britain and Northern Ireland, special terms will be included in the proforma invoice which are incorporated in these Conditions in respect of such Sale and Purchase.