a. In these terms and conditions a reference to 'Hunters' or 'Hunters Seeds' is a reference to Barenbrug UK Ltd (Company Number 1692116) whose registered office is 33 Perkins Road, Rougham Industrial Estate, Bury St Edmunds, Suffolk, IP30 9ND trading from time to time under the name 'Hunters' or 'Hunters Seeds'.
b. Unless otherwise agreed in writing, these terms and conditions apply to all quotations and sales made by Hunters Seeds, and supersede all earlier terms and conditions of Hunters Seeds and any conflicting conditions proposed by the buyer.
2. Quality of goods
a. All information concerning the goods and their performance given orally or in
writing by Hunters Seeds is given in good faith, but is not to be taken as representation by Hunters Seeds as to performance of goods sold, which will be dependant on the local climatic and other conditions. Sales are made by Hunters Seeds on the understanding that the buyer has satisfied himself of the suitability of the goods for his requirements.
b. Goods supplied expressly for trial purposes are for experimental use only. It is a condition of sale that they shall not be reproduced for resowing or sale.
All other goods comply at the time of delivery unless otherwise stated with the minimum standards of the UK seeds regulations and/or the EEC Seeds Directives and/or other relevant UK statutory provisions in force.
3. Quantity and price
Unless otherwise stated:
a. Quantities of goods sold mean within 10% over or under the stated amount.
b. Prices are exclusive of VAT and inclusive of applicable royalties for the UK
Plant Breeders Rights in respect of goods purchased from Hunters Seeds.
c. Sales for deliveries overseas are subject to adjustment in price to take account of fluctuations in freight, insurance and exchange rates between date of quotation and date of despatch.
a. Delivery dates given by Hunters Seeds are estimates only and Hunters Seeds will accept no liability arising from early or late delivery.
b. If the buyer refuses or fails to take delivery of the goods or fails to make a payment when due, Hunters Seeds reserves the right to repudiate further performance and to hold the buyer liable for any loss thereby arising.
c. Hunters Seeds may withhold delivery until all outstanding payments under any contract with Hunters Seeds have been made by the buyer.
5. Property and risk
Property in goods shall not pass to the buyer until payment has been made in full. Risk will pass on the earlier of delivery to the buyer or to the buyer's carrier (or carrier arranged on Hunters Seeds on the buyer's behalf.)
Where the goods of the contract description are at Hunters Seed's disposal at the time agreed for delivery are insufficient quantity to meet demand, Hunters Seeds 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 Hunters Seed's absolute discretion and treat any accepted order as amended accordingly. Hunters Seeds will give buyers as long notice as possible of any apportionment.
If the buyer cancels in part or as a whole any order that has been accepted by Hunters Seeds, the buyer shall be liable to pay Hunters Seeds a fair estimate of the likely loss to Hunters Seeds arising out of the cancellation.
The buyer must inspect goods immediately on receipt and must within 3 days give notice to Hunters Seeds of any defect in quantity, quality or condition apparent on reasonable inspection. Written confirmation of such notice must reach Hunters Seeds within 10 days of delivery.
If the buyer fails to give such notice and confirmation in the time stated the goods shall be deemed to accord with the contract and the buyer shall be bound to accept and pay for them.
A delivery note for the goods found to be damaged must be noted “goods received damaged.”
All invoices are payable within 30 days of invoice. Hunters Seeds reserves the right to charge interest at 2% per month or part month on overdue payments. If any order is made or resolution passed for winding-up or liquidation of the buyer (other than for amalgamation or reconstruction) all sums outstanding will become immediately due.
10. Force Majeure
Hunters Seeds shall not be responsible for delay in delivery of goods sold or part thereof nor the buyer for delay in accepting or taking delivery occasioned by any event beyond the reasonable control of the parties including but not limited to act of God, legal requirements, strike, failure of transport, machinery or power, adverse weather or failure or disease of crops, provided that written notice is given to the other party to the contract within 7 days of the defaulting party's knowledge of the occurrence.
11. Seller's Liability
Hunters Seeds believes that the goods sold by it are free form latent defect (unless otherwise stated) but it is not a condition of sale and no warranty is given that goods are free from latent defect and Hunters Seeds will accept no liability whatsoever for loss or damage arising from defects in goods which could not reasonably have been discovered by Hunters Seeds prior to delivery or for defects occurring without negligence on the part of Hunters Seeds or for mutants generated during reproduction, or for germination, or for crop results.
Hunters Seeds liability for defects notified according to clause 8 will be limited, at Hunters Seeds option to replacement of the goods or refund of their purchase price.
In any event Hunters Seeds maximum liability under any contract to which these conditions apply will be 4 times the price paid by the buyer for the goods. The price of the goods reflects these limitations on Hunters Seeds liability.
All disputes concerning or arising out of these Conditions of Sale to which they apply shall be referred to a single arbitrator to be agreed on by Hunters Seeds and the buyer, or failing agreement to be nominated by the chairman of the United Kingdom Agricultural Supply Trade Association Limited England. Unless otherwise agreed arbitration shall be carried out in England subject to the Arbitration Act 1950 as subsequently amended and re-enacted.
The construction, validity and performance to which these conditions apply shall be governed by English Law.