Terms and Conditions

1. Definitions

1.1 In these Terms of Engagement the following definitions apply:-

“Buyer” means the person who accepts a quotation of the Seller for the sale of the Products or whose order for the Products is accepted by the Seller.

“Conditions” means the standard terms and conditions of the 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 the Seller.

“Contract” means the contract for the purchase and the sale of Agricultural seeds, Amenity seeds, Wild Flower seeds and any other product offered by the Seller.

“Products” means the seeds or services, which the Seller is to supply in accordance with these Conditions.

“Seller” means Greenland Seeds Ltd registered in England and Wales with company number 09387586

“Writing” includes email, text message, facsimile transmissions and comparable means of communication.

1.2 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.

1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. General

2.1 Unless otherwise agreed in writing, these Conditions apply to all quotations and sales made by the Seller.

2.2 The Seller shall sell and the Buyer shall purchase the Products 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.

2.3 No variation to these Conditions shall be binding unless agreed in writing.

2.4 The Seller’s employees or agents are not authorised to make any representations concerning the Products 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.

2.5 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, application or use of the Products which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyers own risk and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

2.6 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.

2.7 Any samples, descriptive matter, or advertising produced by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract or have any contractual force.

3. Quality Of Goods

3.1 The Seller warrants that the Products will correspond with their variety, purity, germination or other specifications stated in the Seller’s quotation or acknowledgement of order and at the time of delivery will comply with the UK and EEC Seed Regulations or other relevant regulations from time to time in force.

3.2 All sales of certified seeds as determined by the Seeds and Plant Varieties Act of 1964 are subject to final certification of suitable stock.

3.3 All information concerning the Products and their performance given orally or in writing by the Seller is given in good faith, but is not to be taken as representation by the Seller as to performance of Products sold, which will be dependent on the local climatic and other conditions. Sales are made by the Seller on the understanding that the Buyer has satisfied him/herself of the suitability of the Products for his/her requirements.

3.4 The Buyer must inspect Products immediately on receipt and must, within five (5) days; give notice to the Seller of any defect in quantity, quality or condition apparent on reasonable inspection. Written confirmation of such notice must reach the Seller by facsimile, email or letter within 14 days of delivery. If any Buyer fails to give such notice and confirmation in the time stated, the Products shall be deemed in accord with the Contract and the Buyer will be bound to accept and pay for them. A delivery note for the Products that are noted as damaged must be marked ‘Goods received and damaged’, signed and dated.

3.5 Except as provided in this clause 3, the Seller shall have no liability to the Buyer in respect of the Products’ failure to comply with the warranty set out in clause 3.1

3.6 The terms implied by sections 13 – 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

4. Price & Orders

4.1 The price of the Products shall be the price set out in the order, or, if no price is quoted, the price set out in the Seller’s published price list in force as at the date of delivery.

4.2 Unless otherwise stated:

4.2.1 the Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Products to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller, (for example; without limitation, any foreign fluctuation currency regulation, alteration of duties, significant increase in the costs of labour, materials or other cost of manufacture), any increase caused by payment of a royalty under the ‘Plant Varieties & Seeds Act of 1964’ or any change in delivery dates, quantities or specifications for the Products is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

4.2.2 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller, on some specific seed products provided. All other seed is exclusive of value added tax.

4.2.3 Quantities of Products sold means within 5% over or under the stated amount. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order submitted by the Buyer and for giving the Seller any necessary information to the Products within a sufficient time to enable the Seller to perform the Contract in accordance with these Conditions.

5. Delivery

5.1 The Seller shall deliver the products to the location set out in the order or such other location as the parties may agree or the Buyer may collect the Products from the Seller’s premises within five (5) business days of the Seller notifying the Buyer that the Products are ready (Delivery Location).

5.2 Delivery of the products shall be completed on the products’ arrival at the Delivery Location or on the completion of loading of the Products at the Delivery Location as the case may be.

5.3 Delivery dates given by the Seller are approximate only and the time of delivery is not of the essence. The Seller will accept no liability arising from early or late delivery.

5.4 If the Buyer refuses or fails to take delivery of the Products or fails to make payment when due, the Seller reserves the right to repudiate further performance and to hold the Buyer liable for any loss thereby arising.

5.5 The Seller may withhold delivery until the Buyer has made all outstanding payments under any Contract with the Seller.

5.6 If the Buyer fails to take or accept delivery of the Products within five (5) business days of the Seller notifying the Buyer that the Products are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Seller’s failure to comply with its obligations under the Contract:

5.6.1 delivery of the Products shall be deemed to have been completed at 9.00 am on the fifth business day after the day on which the Seller notified the Buyer that the Products were ready; and

5.6.2 the Seller shall store the Products until delivery takes place, and charge the Buyer for all related costs and expenses (including insurance).

5.7 If 10 business days after the day on which the Seller notified the Buyer that the Products were ready for delivery the Buyer has not taken or accepted delivery of them, the Seller may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, account to the Buyer for any excess over the price of the Products or charge the Buyer for any shortfall below the price of the Products.

6. Property At Risk

6.1 Risk will pass on the earlier delivery to the Buyer or to the Buyer’s carrier or carrier arranged by the Seller on the Buyer’s behalf.

6.2 Title in the Products shall not pass to the Buyer until the earlier of:

6.2.1 the Seller receives payment in full (in cash or cleared funds) for the Products and any other products that the Seller has supplied to the Buyer in respect of which payment has become due, in which case title to the Products shall pass at the time of payment of all such sums; and

6.2.2 the Buyer resells the Products, in which case title to the Products shall pass to the Buyer at the time specified in clause 6.4.

6.3 Until title to the Products has passed to the Buyer, the Buyer shall:

6.3.1 store the Products separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller’s property;

6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Products;

6.3.3 maintain the products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

6.3.4 notify the Seller immediately if it becomes subject to any of the events listed in clause 10.2; and

6.3.5 give the Seller such information relating to the Products as the Seller may require from time to time.

6.4 Subject to clause 6.5, the Buyer may resell or use the Products in the ordinary course of its business (but not otherwise) before the Seller receives payment for the Products. However, if the Buyer resells the Products before that time:

6.4.1 it does so as principal and not as the Seller’s agent; and

6.4.2 title to the Products shall pass from the Seller to the Buyer immediately before the time as which resale by the Buyer occurs.

6.5 Until such time as the title in the Products passes to the Buyer, (and provided the products are still in existence and have not been re-sold) the Buyer becomes subject to any of the events listed in clause 10.2 then, without limiting any other right or remedy the Seller may have:

6.5.1 the Buyer’s right to sell the Products or use them in the ordinary course of its business ceases immediately; and

6.5.2 the Seller shall be entitled at any time:

(a) to require the Buyer to deliver up all the Products in its possession which have not been resold, or irrevocably incorporating into another products; and

(b) if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Products are stored and repossess the Products.

6.6 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall, (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

7. Availability

Where the Products of the order description are at the Seller’s disposal at the time agreed for delivery are of insufficient quantity to meet demand the Seller shall not be obliged to buy such goods to make up the shortfall and shall have the right to apportion available stock between buyers at the Seller absolute discretion and treat any accepted order as amended accordingly. The Seller will give the Buyer as longer notice as possible of any apportionment if this situation was to arise.

8. Cancellation

If the Buyer cancels in part or as a whole any order that has been accepted by the Seller, the Buyer shall be liable to pay the Seller any costs it has incurred arising out of the cancellation.

9. Terms Of Payment

9.1 The Seller may invoice the Buyer for the Products on or at any time after completion of delivery.

9.2 The Buyer shall pay the invoice in full and in cleared funds within one month of receipt of invoice, unless agreed in writing with the Seller for special payment terms. Payment shall be made to the bank account nominated by the Seller. Time of payment is of the essence.

9.3 If the Buyer fails to may any payment due to the Seller under the Contract by the due date for payment, then the Buyer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s bate 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 Buyer shall pay the interest together with the overdue amount.

9.4 The Buyer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deductions or withholding required by law). The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.

10. Termination And Suspension

10.1 If the Buyer becomes subject to any of the events listed in clause 10.2, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer.

10.2 For the purposes of clause 10.1, the relevant events are:

10.2.1 the Buyer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;

10.2.2 the Buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Buyer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;

10.2.3 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Buyer, other than for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;

10.2.4 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Buyer;

10.2.5 (being a company) the holder of a qualifying floating charge over the Buyer’s assets has become entitled to appoint or has appointed an administrative receiver;

10.2.6 a person becomes entitled to appoint a receiver over the Buyer’s assets or a receiver is appointed over the Buyer’s assets;

10.2.7 (being an individual) the Buyer is the subject of a bankruptcy petition or order;

10.2.8 a creditor or encumbrancer of the Buyer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

10.2.9 any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.2.1 to clause 10.2.6 (inclusive);

10.2.10 the Buyer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;

10.2.11 the Buyer’s financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and

10.2.12 (being an individual) the Buyer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

10.3 Without limiting its other rights or remedies, the Seller may suspend provision of the Products under the Contract or any other contract between the Buyer and the Seller if the Buyer becomes subject to any of the events listed in clause 10.2.1 to clause 10.2.12, or the Seller reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.

10.4 On termination of the Contract for any reason the Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices and interest.

10.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.

10.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

11. Seller’s Liability

11.1 Nothing in these Conditions shall limit or exclude the Seller’s liability for:

11.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

11.1.2 fraud or fraudulent misrepresentation;

11.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;

11.1.4 defective products under the Consumer Protection Act 1987; or

11.1.5 any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.

11.2 Subject to clause 11.1:

11.2.1 the Seller shall under no circumstances whatever be liable to the Buyer, 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

11.2.2 the Seller’s total liability to the Buyer 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 the price of the Products.

12. Force Majeure

No party will not be liable for delays or failure in delivery of Products sold or part thereof, nor the Buyer for delay in accepting or taking delivery caused by any event beyond the reasonable control of the parties (including, without limitation, to acts of God, acts of government, strikes, work slow-downs or stoppages, lock-outs or the failure of the internet, adverse weather, failure or disease of crops) that cannot be remedied by reasonable efforts on the part of the affected Party (each a “Force Majeure Event”) and provided that written notice is given to the party to the Contract within 15 days of the defaulting party’s knowledge of the occurrence. The obligations of the Parties to make payments when due under the terms of this Order will not be excused by the occurrence of a Force Majeure Event.

13. General

13.1 Assignment and other dealings.

13.1.1 The Seller 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.

13.1.2 The Buyer 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 Seller.

13.2 Notices.

13.2.1 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, fax or e-mail.

13.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.2.1; 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 e-mail, one Business Day after transmission.

13.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

13.3 Severance.

13.3.1 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.

13.3.2 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.4 Waiver.

13.4.1 A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. 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.

13.5 Third party rights.

13.5.1 A person who is not a party to the Contract shall not have any rights to enforce its terms.

13.6 Variation.

13.6.1 Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Seller.

13.7 Disputes.

13.7.1 All disputes concerning or arising out of the conditions of sale to which they apply shall be referred to a single arbitrator to be agreed by the Seller and the Buyer, or failing agreement to be nominated by the chairman of the UK Agricultural Supply Trade Association Ltd England. Unless otherwise agreed, arbitration shall be carried out in England subject to the Arbitration Act 1950, as subsequently amended and re-enacted.

14. Interpretation Of Law

The construction, validity and performance to which these conditions apply shall be governed by the laws of England and Wales and all disputes, claims or proceedings between the parties relating to the validity, construction or performance of the terms shall be subject to the exclusive jurisdiction of the Courts of England & Wales.