STANDARD TERMS AND CONDITIONS FOR SALE OF GOODS OF S P Woolhouse & Sons Ltd 1 DEFINITIONS In this document the following words shall have the following meanings: 1.1 “Buyer” means the organisation or person who buys Goods from the Seller; 1.2 “Goods” means the articles to be supplied to the Buyer by the Seller; 1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable; 1.4 “List Price” means the list of prices of the Goods maintained by the Seller as amended from time to time; 1.5 “Seller” means Hooton Common Farm, Hooton Roberts, Rotherham, S65 4PD. 2 GENERAL 2.1 These Terms and 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 referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing. 2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller. 3 PRICE AND PAYMENT 3.1 The price shall be that in the Seller’s current List Price, or such other price as the parties may agree in writing. The price is exclusive of VAT or any other applicable costs. Carriage shall be paid for by the [Buyer OR Seller]. 3.2 Payment of the price and VAT and any other applicable costs shall be due within 30 days of the date of receipt of the invoice supplied by the Seller. 3.3 The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 2 PERCENT per annum above the base rate of the Bank of England. 3.4 If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to: 3.4.1 require payment in advance of delivery in relation to any Goods not previously delivered; 3.4.2 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery; 3.4.3 terminate the contract. 4 DESCRIPTION Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract. 5 SAMPLE Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample. 6 DELIVERY 6.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by the Seller. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. 6.2 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract. 6.3 If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage. 6.4 The Buyer shall be entitled to replacement Goods where the Goods have been damaged during transportation. The Buyer must notify the Seller of the damage within 24 hours of delivery. 7 RISK Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the Seller`s premises. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first. 8 TITLE Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods. 9 WARRANTY 9.1 Where the Goods have been manufactured by the Seller and are found to be defective, the Seller shall repair, or in its sole discretion, replace defective Goods free of charge within [WARRANTY PERIOD] from the date of delivery, subject to the following conditions: 9.1.1 the Buyer notifying the Seller in writing immediately upon the defect becoming apparent; 9.1.2 the defect being due to the faulty design, materials or workmanship of the Seller and not unappropriate storage of the Buyer. Haylage must be protected from pests 9.2 Any Goods to be replaced shall be returned to the Seller at the Buyer’s expense, if so requested by the Seller. 9.3 Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer. 9.4 The Seller shall be entitled in its absolute discretion to refund the price of the defective Goods in the event that such price has already been paid. 9.5 The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein, including, but without limitation, Clauses 10 and 11 below. 10 LIABILITY 10.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to: 10.1.1 the correspondence of the Goods with any description; 10.1.2 the quality of the Goods; or 10.1.3 the fitness of the Goods for any purpose whatsoever. 10.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to: 10.2.1 the correspondence of the Goods with any description; 10.2.2 the quality of the Goods; or 10.2.3 the fitness of the Goods for any purpose whatsoever. 10.3 All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to the Seller or not) are hereby excluded from the contract. 11 LIMITATION OF LIABILITY 11.1 Where any court or arbitrator determines that any part of Clause 10 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price. 11.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents. 12 INTELLECTUAL PROPERTY RIGHTS All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties. 13 FORCE MAJEURE The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract. 14 RELATIONSHIP OF PARTIES Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other. 15 ASSIGNMENT AND SUB-CONTRACTING The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller. 16 WAIVER The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement. 17 SEVERABILITY If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated. 18 GOVERNING LAW AND JURISDICTION This Agreement shall be governed by and construed in accordance with the law of [England and Scotland] and the parties hereby submit to the exclusive jurisdiction of the [English and Scottish] courts. SPECIFICATION DOCUMENT NAME OF SUPPLIER: S P Woolhouse & Sons Ltd M&T Haylage Brand BUSINESS ADDRESS OF SUPPLIER: Red House Farm, Doncaster Road, High Melton, Doncaster, DN5 7SU REGISTERED COMPANY ADDRESS OF SUPPLIER: Hooton Common Farm, Kilnhurst Road, Hooton Roberts, Rotherham, S65 4PD NAME OF CUSTOMER: [NAME OF CUSTOMER] ADDRESS OF CUSTOMER: [ADDRESS OF CUSTOMER] DESCRIPTION OF GOODS: Haylage Complete / Pure Hay LOCATION WHERE GOODS ARE TO BE SUPPLIED: [LOCATION] INVOICING: 30 Days PAYMENT METHOD: Direct Credit Prefered or Cheque ADDITIONAL/SPECIAL TERMS: [ADDITIONAL TERMS] OPTIONAL DATA PRIVACY SECTION – INCLUDE IF YOU COLLECT PERSONAL DATA HOW WE USE YOUR PERSONAL DATA We ask you for [PERSONAL DATA] so that we can provide the services you have requested and to maintain our records. We may share your details with [OTHER PARTIES] to [OTHER USE]. [OPTION FOR 3RD PARTY MARKETING] We would also like to share your contact details with [MARKETING PARTIES] so that they can send you information about their products and services. If you agree to us sharing your details in this way, please tick this box: ? We indicate by our signatures that we accept the Terms and Conditions of this Agreement. Signed by Signed by Name: Name: Title: Title: Date: Date: For and on behalf of [NAME OF SUPPLIER] For and on behalf of [NAME OF CUSTOMER] GUIDANCE NOTES These notes are provided to assist you in completing your document. They do not form part of the Terms and Conditions. [ADDITIONAL TERMS] Specify any additional or special terms. Delete if not required. [ADDRESS OF CUSTOMER] The address of the Customer. [ADDRESS OF SUPPLIER] The business address of the Supplier. [DESCRIPTION OF GOODS] A description (including quantity) of the Goods to be supplied. [England OR Scotland], [English OR Scottish] Specify the jurisdiction which will apply to the Agreement. If the Seller’s place of business is in Scotland insert “Scotland” and “Scottish”; if the Seller’s place of business is in England or Wales insert “England” and “English”. [INVOICING PERIOD] Specify when Supplier will invoice the Customer e.g. “monthly in arrears for goods and services rendered in previous month” or “on completion of the services” etc. [LOCATION] Specify the location where the Goods are to be supplied. Delete if not relevant. [MARKETING PARTIES] (Specification) Provide details of who you are going to share your client’s personal details with for marketing. It may be something as general as “selected local businesses” but be as clear and precise as you can. If you don’t share data for marketing purpose, then you can either remove this paragraph or replace it with a clear statement that you do not share e.g. “We do not pass your details onto any other party for marketing purposes.” [METHOD OF PAYMENT] Specify how Customer is to make payment e.g. “By cheque made payable to J Bloggs Limited” etc. [NAME AND ADDRESS OF SUPPLIER] The name and address of the Supplier. [NAME OF CUSTOMER] The name of the Customer. [NAME OF SUPPLIER] The name of the Supplier. [OTHER PARTIES] and [OTHER USE] (Specification) Provide details of who you share your client’s personal data with and why. If you don’t share personal data with anyone else, then delete this sentence. [PERCENT] The rate of interest to be applied on overdue invoices. This will be the amount above the base rate of The Bank of England from time to time in force. This document contains clauses entitling the Seller to payment within 30 days of receipt of invoice and to interest on late payment at a specified rate above the base rate of a nominated bank. The amendments to the Late Payment of Commercial Debts [Interest] Act 1998 came into force on 7th August 2002, ensuring that the UK late payment laws meet the requirements of the EC Directive on late payment. The Act provides for a mandatory 30 day credit period and late payment interest at the rate of 8% above the Bank of England Base Rate where there are no written “terms and conditions of credit sale” between supplier and purchaser. Where two parties agree on a rate of late payment interest – contractual interest – the Act will not apply. However, if default arises and the rate agreed is not considered to be a “substantial remedy”, the courts will act in favour of the aggrieved party who has a right to either a better remedy or the basic remedy offered within the Act. This should be borne in mind when specifying a rate of interest. [NAME AND ADDRESS OF SELLER] The name and address of the Seller. [NAME OF SELLER] The name of the Seller. [PERSONAL DATA] (Specification) Details of what personal data you are collecting e.g. “your name, address and telephone number”. [REGISTERED COMPANY ADDRESS OF SUPPLIER] The registered company address of the Supplier, if Supplier is an incorporated company. Delete if not relevant. [WARRANTY PERIOD] The guarantee period during which the Seller warrants that the Goods shall be free of any defects, specified in either months or years.