Terms and Conditions

Agritrend Limited Terms and Conditions for the Supply of Goods The customer’s attention is drawn in particular to the provisions of clause 11.

1. INTERPRETATION

1.1 Definitions. Accessories: any accessories (if any) as set out in the Order. Agritrend: The trading company Agritrend Limited, registered in Wales under registration number 8366598. Whose business address is Llain Fawr, Devil’s Bridge, Ceredigion, Wales, SY23 4QU and whose VAT number is: GB 154 3450 26. Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 13.4. Contract: the contract between the Agritrend and the Customer for the sale and purchase of the Goods in accordance with these Conditions. Customer: the person or firm who purchases the Goods from Agritrend. Force Majeure Event: an event or circumstance beyond a party’s reasonable control. Goods: the goods (or any part of them) set out in the Order, including Accessories, New Goods, New Wearing Parts, Used Goods and Used Wearing Parts. New Goods: any new machinery, trailers or equipment that is sold (if any) as set out in the Order. New Wearing Parts: any new wearing parts for machinery, trailers or equipment (if any) as set out in the Order. Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form, the Customer’s written acceptance of Agritrend’s quotation, or overleaf, as the case may be. Used Goods: any second-hand machinery, trailers of equipment (if any) as set out in the Order. Used Wearing Parts: any second hand wearing parts for machinery, trailers or equipment (if any) as set out in the Order.

1.2 Interpretation: (a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). (b) A reference to a party includes its personal representatives, successors or permitted assigns. (c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted. (d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. (e) A reference to writing or written includes faxes and emails.

2. BASIS OF CONTRACT

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 are complete and accurate. 2.3 The Order shall only be deemed to be accepted when Agritrend issues a written acceptance of the Order, at which point the Contract shall come into existence.

2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions. 2.5 Any samples, drawings, descriptive matter or advertising produced by Agritrend and any descriptions, illustrations or images contained on Agritrend’s website and/or in Agritrend’s catalogues and/or in magazines or on digital advertising platforms are produced solely for illustrative purposes only to give an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force. 2.6 A quotation for the Goods given by Agritrend  shall not constitute an offer. A quotation shall only be valid for a period of 28 Business Days from its date of issue.

3. GOODS

3.1 Accessories, New Goods and New Wearing Parts are described on Agritrend’s website and/or in Agritrend’s catalogues and/or in magazines or on digital advertising platforms. For any Goods ordered that are not set out on Agritrend’s website, in Agritrend’s catalogue or in magazines or on digital advertising platforms, such as bespoke special orders, the description of the Goods will be as agreed between Agritrend and the Customer.

3.2 Any details of Used Goods or Used Wearing Parts on Agritrend’s website and/or in Agritrend’s catalogues and/or in magazines or on digital advertising platforms are given only for the purposes of identifying those Used Goods or Used Wearing Parts and do not make the sale of any Used Goods or Used Wearing Parts a sale by description.

3.3 To the extent that the Goods are to be manufactured in accordance with a specification supplied by the Customer, the Customer shall indemnify Agritrend against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties, and legal and other professional costs and expenses) suffered or incurred by Agritrend in connection with any claim made against Agritrend for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Agritrend’s use of the Customer’s specification. This clause 3.2 shall survive termination of the Contract.

3.4 As any samples, drawings, descriptive matter or advertising produced by Agritrend and any descriptions, illustrations or images of the Goods are produced solely for illustrative purposes only, the Goods delivered to the Customer may vary from them.

3.5 Agritrend reserves the right to amend the specification and appearance of the Goods if required by any applicable statutory or regulatory requirements.

3.6 In accordance with Agritrend’s policy of continuous product development and improvement, the specification and appearance of the Goods may change from that shown on Agritrend’s website and/or in Agritrend’s catalogues and/or in magazines or on digital advertising platforms without prior notice and without obligation in respect of any Goods already ordered by or delivered to the Customer and in the event of any such changes the Customer will accept the Goods, as so changed, as being in conformity with the description and specification of the Goods as stated in the Order.

3.7 Order Cancellation: Stock items may be returned in their original packaging and in saleable, unused condition. Non-Stock or special-order items cannot be returned. A restocking fee may be applicable and permission must be sought from Agritrend in the first instance.

4. DELIVERY

4.1 Agritrend shall ensure that: (a) each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Agritrend reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (b) if Agritrend  requires the Customer to return any packaging materials to Agritrend, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as Agritrend shall reasonably request. Returns of packaging materials shall be at Agritrend’s expense.

4.2 Unless agreed otherwise in the Order, the Customer shall collect the Goods from Agritrend’s premises at  Llain Fawr, Devil’s Bridge, Ceredigion, Wales, SY23 4QU  within three Business Days of Agritrend notifying the Customer that the Goods are ready. If the Customer and Agritrend agree to delivery of the Goods to an alternative location, Agritrend shall deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing at any time after Agritrend notifies the Customer that the Goods are ready.

4.3 Delivery is completed on the collection of the Goods by the Customer from Agritrend’s premises or the completion of the unloading of the Goods at the Delivery Location.

4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Agritrend 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 Agritrend with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 If Agritrend 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. Agritrend 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 Agritrend with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6 If the Customer fails to collect the Goods or accept delivery of the Goods within three Business Days of Agritrend notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or  Agritrend’s failure to comply with its obligations under the Contract: (a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the fourth Business Day after the day on which Agritrend notified the Customer that the Goods were ready; and (b) Agritrend shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.7 If ten Business Days after the day on which Agritrend notified the Customer that the Goods were ready for collection or delivery the Customer has not collected them or accepted delivery of them, Agritrend may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

4.8 Agritrend may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.9 Any New Wearing Parts or Used Wearing Parts will not be installed or fitted by Agritrend in to or on to a machine or other equipment, unless Agritrend has agreed to this in writing.

4.10 If the Customer orders Goods for delivery to a destination outside of the United Kingdom, those Goods may be subject to import duties and taxes which are applied when the delivery reaches that destination. Agritrend has no control over these charges and cannot predict their amount. The Customer is responsible for payment of any such import duties and taxes.

5. QUALITY OF ACCESSORIES, NEW GOODS AND NEW WEARING PARTS

This clause 5 applies only to the sale of Accessories, New Goods and New Wearing Parts.

5.1 Agritrend  warrants that on delivery, and for a period of twelve months from the date of delivery, any Accessories, New Goods or New Wearing Parts, shall: (a) conform in all material respects with their description; (b) be free from material defects in design, material and workmanship; (c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and (d) be fit for any purpose held out by Agritrend.

5.2 Subject to clause

5.2, if: (a) the Customer gives notice in writing to Agritrend  not later than three Business Days from delivery in the case of defects (including any missing parts or items and discrepancies with the Goods ordered) discoverable by a physical inspection, or within a reasonable period of time of discovery and during the warranty period in the case of latent defects that some or all of the Goods do not comply with the warranty set out in clause

5.2; (b) Agritrend is given a reasonable opportunity of examining such Goods; and (c) the Customer (if asked to do so by Agritrend) returns such Goods to Agritrend’s place of business at the Customer’s cost, Agritrend shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3 Agritrend shall not be liable for the Goods’ failure to comply with the warranty set out in clause

5.1 in any of the following events: (a) the Customer makes any further use of such Goods after giving notice in accordance with clause

5.2; (b) the defect arises because the Customer failed to follow Agritrend (or the manufacturer’s, where the Goods have been manufactured by a third party) oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; (c) the defect arises as a result of Agritrend following any drawing, design or specification supplied by the Customer; (d) the Customer alters or repairs such Goods without the written consent of Agritrend; (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or (f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4 Except as provided in this clause 5, Agritrend shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1. 5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract. 5.6 These Conditions shall apply to any repaired or replacement Goods supplied by Agritrend.

6. USED GOODS AND USED WEARING PARTS

This clause 6 applies only to the sale of Used Goods and Used Wearing Parts.

6.1 All Used Goods and Used Wearing Parts are sold “as seen”. Agritrend makes no representations and gives no warranties as to the quality, condition, state or description of Used Goods and Used Wearing Parts, or their fitness or suitability for any purpose. All implied statutory or common law terms, conditions and warranties as to Used Goods and Use Wearing Parts are excluded to the fullest extent permitted by law.

6.2 The Customer acknowledges that, before the date of its Order, Agritrend has given the Customer a reasonable opportunity to inspect any Used Goods and Used Wearing Parts and the Customer has satisfied itself as to the quality and condition of any Used Goods and Used Wearing Parts ordered.

6.3 If the Customer considers that any Used Goods or Used Wearing Parts are missing or there are discrepancies with the Customer’s order upon delivery, the Customer must give notice to Agritrend in writing not later than three Business Days from delivery. If the Customer fails to give such notice, Agritrend shall not be liable for any missing parts or items or other order discrepancies.

7. TITLE AND RISK

7.1 The risk in the Goods shall pass to the Customer on completion of delivery.

7.2 Title to the Goods shall not pass to the Customer until Agritrend receives payment in full (in cash or cleared funds) for the Goods (and any costs and charges of packaging, insurance and transport of the Goods) and any other goods that Agritrend has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.

7.3 Until title to the Goods has passed to the Customer, the Customer shall: (a) hold the Goods as bailee for Agritrend; (b) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Agritrend’s property; (c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (d) maintain the Goods in satisfactory condition and keep them insured, with a reputable insurer, against all risks for their full price from the date of delivery noting Agritrend’s interest in the Goods; (e) notify Agritrend immediately if it becomes subject to any of the events listed in clause 9.1; and (f) give Agritrend such information relating to the Goods as Agritrend may require from time to time and on reasonable notice allow Agritrend to inspect the Goods during the Customer’s normal business hours.

7.4 Notwithstanding clause 7.3, and subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise). However, if the Customer resells the Goods before that time: (a) it does so as principal and not as Agritrend’s agent; and (b) title to the Goods shall pass from Agritrend to the Customer immediately before the time at which resale by the Customer occurs.

7.5 If, before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clause 9.1, then, without limiting any other right or remedy Agritrend may have: (a) the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and (b) Agritrend may at any time: (i) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and (ii) 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.

8. PRICE AND PAYMENT

8.1 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 Agritrend’s published price list in force as at the date of delivery.

8.2 Agritrend may, by giving notice to the Customer at any time up to one Business Day before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to: (a) any factor beyond Agritrend’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or their specification; or (c) any delay caused by any instructions of the Customer or failure of the Customer to give Agritrend adequate or accurate information or instructions.

8.3 The price of the Goods: (a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Agritrend  at the prevailing rate, subject to the receipt of a valid VAT invoice; and (b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer. These costs and charges will be as set out on Agritrend’s website and/or in Agritrend’s catalogues and/or in magazines or on digital advertising platforms, or as otherwise notified by Agritrend to the Customer.

8.4 Payment for the Goods must be made in advance of delivery. The methods of payment accepted by Agritrend are set out on Agritrend’s website and/or in Agritrend’s catalogues.

8.5 Agritrend may, at its absolute discretion, extend credit to a Customer and accept payment for the Goods after delivery has been made. In such circumstances, the Customer will be required to make payment by a specified date which shall be notified by Agritrend to the Customer. Agritrend may also set and vary credit limits from time to time and withhold the delivery of Goods if the Customer exceeds such credit limit.

8.6 Time of payment is of the essence. If the Customer fails to make any payment due to Agritrend under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England base 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 Customer shall pay the interest together with the overdue amount.

8.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Agritrend 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 Agritrend to the Customer.

9. TERMINATION

9.1 Without limiting its other rights or remedies, Agritrend may terminate this Contract with immediate effect by giving written notice to the Customer if: (a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within fourteen days of being notified by Agritrend in writing to do so; (b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or (d) the Customer’s financial position deteriorates to such an extent that in Agritrend’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

9.2 Without limiting its other rights or remedies, Agritrend may suspend provision of the Goods under the Contract or any other contract between the Customer and Agritrend if the Customer becomes subject to any of the events listed in clause 9.1(a) to clause 9.1(d), or Agritrend reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

9.3 Without limiting its other rights or remedies, Agritrend may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than fourteen days after being notified in writing to make such payment.

9.4 On termination of the Contract for any reason the Customer shall immediately pay to Agritrend all of Agritrend’s outstanding unpaid invoices and interest.

9.5 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.

9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

10. INDEMNITY

10.1 The Customer shall indemnify, and keep indemnified, Agritrend from and against any losses, damages, liability, costs (including legal fees) and expenses suffered or incurred by Agritrend as a direct or indirect result of, or in connection with, the Customer’s breach of any of the Customer’s obligations under the Contract.

11. LIMITATION OF LIABILITY

11.1 Nothing in these Conditions shall limit or exclude Agritrend’s liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; (d) defective products under the Consumer Protection Act 1987; or (e) any matter in respect of which it would be unlawful for Agritrend  to exclude or restrict liability.

11.2 Subject to clause 11.1: (a) Agritrend shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for consequential, indirect or special losses arising under or in connection with the Contract; (b) Agritrend shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any of the following (whether direct or indirect): loss of profit; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings, discount or rebate (whether actual or anticipated); harm to reputation or loss of goodwill, arising under or in connection with the Contract; (c) Agritrend’s total liability to the Customer 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 Goods.

12. FORCE MAJEURE

Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for four weeks, the party not affected may terminate this Contract by giving fourteen days’ written notice to the affected party.

13. GENERAL

13.1 Assignment and other dealings. (a) Agritrend 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. (b) The Customer 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 Agrtrend. 13.2 Confidentiality. (a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause

13.2(b). (b) Each party may disclose the other party’s confidential information: (i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 13.2; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. (c) No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

13.3 Entire agreement. (a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. (b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

13.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.5 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not: (a) waive that or any other right or remedy; nor (b) prevent or restrict the further exercise of that or any other right or remedy.

13.6 Severance. 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.

13.7 Notices. (a) 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 email. (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.7(a); 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 email, one Business Day after transmission. (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

13.8 Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.

13.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. 13.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.