Terms and Conditions of Supply

1 Application of these conditions
1.1 These terms and conditions (“Conditions”) apply to and form part of the agreement (“Contract”) between Sharda Cropchem Espana SL (“Supplier”) and you (“Customer”) for the sale and purchase of the Goods. The Contract incorporates these Conditions and the Order. They supersede any previously issued terms and conditions of purchase or supply.
1.2 In these Conditions (i) Goods means the goods, documentation supplied with the Goods and other physical material set out in the Order and to be supplied by the Supplier to the Customer in accordance with the Contract; (ii) Order means the order for the Goods from the Supplier placed by the Customer.
1.3 No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.
1.4 No variation to these Conditions, or to an Order, or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Supplier and the Customer respectively.
1.5 Each Order by the Customer to the Supplier shall be an offer to purchase the Goods subject to the Contract including these Conditions.
1.6 The offer constituted by an Order shall remain in effect and capable of being accepted by the Supplier for 30 business days from the date on which the Customer submitted the Order, after which time it shall automatically lapse and be withdrawn.
1.7 The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Goods shall arise, until the earlier of: (i) the Supplier’s written acceptance of the Order; or (ii) the Supplier dispatching the Goods or notifying the Customer that they are available for collection (as the case may be).
1.8 The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply the Goods and are incapable of being accepted by the Customer.
1.9 Marketing and other promotional material relating to the Goods are illustrative only and do not form part of the Contract. The Customer acknowledges that it has not relied on and shall have no remedy in respect of any statement, promise, warranty, representation or misrepresentation made or given (whether innocently or negligently) by or on behalf of the Supplier which is not expressly set out in these Conditions.

2 Price
2.1 The price of the Goods will be set out in the Supplier’s written quotation or, if none, in the Supplier’s price list current at the date of order (the Price).
2.2 The Prices are exclusive of: (i) packaging, delivery, insurance, shipping carriage, and all other related charges or taxes which shall be charged in addition at the Supplier’s standard rates, and (ii) VAT (or equivalent sales tax).
2.3 The Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice.
2.4 The Supplier may increase the Prices at any time by giving the Customer not less than 15 business days’ notice in writing.
2.5 Notwithstanding clause 2.4, the Supplier may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Goods and which is due to any factor beyond the control of the Supplier. In the event that the Customer does not accept the increased price, it shall be entitled to cancel the order of such Goods which have not yet been delivered, provided that it notifies the Supplier of its wish to do so within 7 days of receipt of the notification from the Supplier.

3 Payment
3.1 The Supplier shall invoice the Customer for the Goods, partially or in full, at any time following delivery or collection of the Goods (whichever is applicable).
3.2 The Customer shall pay all invoices: (i) in full without deduction or set-off, in cleared funds to the Supplier on the date or dates set out in the invoice sent to the Customer, and if no date is specified, payment is due within 30 days of the date of each invoice; and (ii) to the bank account nominated by the Supplier.
3.3 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date: (i) the Supplier may, without limiting its other rights, charge interest on such sums at 8% a year above the base rate of the Official Bank Rate from time to time of the Bank of England; and (ii) interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment; and (iii) the Supplier may suspend delivery of future instalments, or other orders, while any payment from the Customer is overdue.

4 Delivery
4.1 Except where the parties agree that the Customer is to collect the Goods from the Supplier’s designated premises, the Goods shall be delivered by the Supplier, or its nominated carrier, to the Location on the date(s) specified in the Order.
4.2 Location means the address or addresses for delivery of the Goods as set out in the Order, or such other address or addresses as agreed between the parties.
4.3 The Goods shall be deemed delivered on arrival only of the Goods at the Location by the Supplier, or its nominated carrier (as the case may be). The Customer shall be responsible for unloading the Goods.
4.4 The Supplier may deliver the Goods in instalments. Any delay in delivery, availability for collection or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.5 The Customer shall not be entitled to reject a delivery of the Goods on the basis that an incorrect volume of the Goods has been supplied.
4.6 Time of delivery or collection is not of the essence. The Supplier shall use its reasonable endeavours to meet delivery or collection dates, but such dates are indicative only.
4.7 The Supplier shall not be liable for any delay in, or failure of delivery or collection caused by: (i) the Customer’s failure to make the Location available; (ii) the Customer’s failure to prepare the Location in accordance with the Supplier’s instructions and/ or as required for delivery of the Goods; (iii) the Customer’s failure to provide the Supplier with adequate instructions for delivery or otherwise relating to the Goods; (iv) the Customer’s failure to collect the Goods; or (v) Force Majeure.
4.8 If the Customer fails to accept delivery or collection of the Goods the Supplier shall store and insure the Goods pending delivery, and the Customer shall pay all reasonable storage and insurance charges and any costs and expenses incurred by the Supplier in doing so.
4.9 If seven business days following the due date for delivery or collection of the Goods, the Customer has not taken delivery of or collected them, the Supplier may at its discretion either: (i) invoice the Customer for the Goods, which is payable in accordance with clause 3; or (ii) resell or otherwise dispose of the Goods without any obligation or liability to the Customer.

5 Risk
Risk in the Goods shall pass to the Customer on delivery or collection.

6 Title
6.1 Title to the Goods shall pass to the Customer once the Supplier has received payment in full in cleared funds for the Goods.
6.2 Until title to the Goods has passed to the Customer, the Customer shall: (i) hold the Goods as bailee for the Supplier; (ii) store the Goods separately from all other material in the Customer’s possession; (iii) take all reasonable care of the Goods and keep them in the condition in which they were delivered or collected; (iv) insure the Goods from the date of delivery or collection: (a) with a reputable insurer; (b) against all risks; (c) for an amount at least equal to their Price; (v) ensure that the Goods are clearly identifiable as belonging to the Supplier; (vi) not remove or alter any mark on or packaging of the Goods; (vii) inform the Supplier immediately if it becomes subject to any of the events or circumstances set out in clauses 15.1 or 15.2; and (viii) on reasonable notice permit the Supplier to inspect the Goods during the Customer’s normal business hours and provide the Supplier with such information concerning the Goods as the Supplier may request from time to time.
6.3 Notwithstanding clause 6.2, the Customer may use or resell the Goods in the ordinary course of its business until such time as it becomes aware or ought reasonably to have become aware that an event specified in clauses 15.1 or 15.2 has occurred or is likely to occur.
6.4 If the Customer resells the Goods in accordance with clause 6.3, title to the Goods shall pass to the Customer immediately prior to the resale.
6.5 If, at any time before title to the Goods has passed to the Customer, the Customer informs the Supplier, or the Supplier reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 15.1 or 15.2, the Supplier may: (i) require the Customer at the Customer’s expense to re-deliver the Goods to the Supplier; and (ii) if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them.

7 Warranty
7.1 Where the Supplier is not the manufacturer of the Goods, the Supplier will endeavour to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer to the Supplier.
7.2 The Supplier warrants that the Goods shall, for a period of twelve months from delivery or collection (the Warranty Period): (i) conform in all material respects to the Order and the Goods specification; (ii) be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
7.3 The Customer warrants that it has provided the Supplier in writing with all relevant, full and accurate information as to the Customer’s business and needs.
7.4 The Customer may reject any Goods that do not comply with clause 7.2, provided that the Customer: (i) serves a written notice on the Supplier during the Warranty Period; (ii) provides the Supplier with sufficient information as to the nature and extent of the defects and the uses to which the Goods had been put prior to the defect arising; (iii) gives the Supplier a reasonable opportunity to examine the defective Goods; and (iv) at its own cost, returns any Goods rejected under clause 7.4. Risk and title in the rejected Goods shall pass back to the Supplier at the point at which the Goods are returned.
7.5 As the Customer’s sole and exclusive remedy, as soon as reasonably practicable but in any event within twenty-one business days after receiving a written notification in accordance with clause 7.4, the Supplier shall, at the Supplier’s option: (i) replace the Goods; or (ii) provide the Customer with a full refund of the Price paid by the Customer for the Goods; and if the Supplier complies with clause 7.5, it shall have no further liability for a breach of the warranties in clause 7.2 in respect of such Goods.
7.6 The provisions of these Conditions, including the warranties set out in clause 7.2, shall apply to any of the Goods that are replaced with effect from the date of delivery of the replaced Goods.
7.7 The Supplier shall not be liable for any breach of clause 7.2: (i) where such failure arises as a result of the Customer’s or a third party’s wilful damage, or the Customer’s or a third party’s negligence, or could be expected to arise in the normal course of use of the Goods; (ii) to the extent caused by the Customer’s failure to comply with the Supplier’s instructions in relation to the Goods, including any instructions on operation, storage or use; (iii) to the extent caused by the Supplier following any specification, instruction or requirement of or given by the Customer in relation to the Goods; (iv) where the Customer modifies any Goods without the Supplier’s prior written consent or, having received such consent, not in accordance with the Supplier’s instructions; or (v) where the Customer uses any of the Goods after notifying the Supplier that they do not comply with clause 7.2.
7.8 Clauses 7.4 and 7.5 set out the Customer’s sole and exclusive remedies (howsoever arising, whether in contract, tort, negligence or otherwise) for any breach by the Supplier of clause 7.2. Except as set out in this clause 7: (i) the Supplier gives no warranties or undertakings and makes no representations in relation to the Goods; (ii) the Supplier shall have no liability for their failure to comply with clause 7.2; (iii) all warranties, terms and conditions (including the conditions implied by sections 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by applicable law; (iv) any samples, drawings or advertising produced by the Supplier and any illustrations contained on the Supplier’s website, catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them and shall not form part of the Contract nor have any contractual force or significance.
7.9 The Customer acknowledges that certain Goods are by their nature toxic and hazardous and must be handled and used with due care. The Customer must ensure that (i) only qualified and trained persons will handle the Goods and shall procure that its employees and agents shall comply with all warnings, instructions and guidance as may be issued with the Goods from time to time (including on the label), and all regulatory rules and guidelines; and (ii) the Goods are stored and delivered to its customers in accordance with all instructions and guidance as may be issued with the Goods from time to time (including on the label), and all regulatory rules and guidelines. The Supplier shall not be liable for a breach of any of the warranties in clause 7.2 if the Customer fails to comply with this clause 7.9. The Supplier hereby excludes all liability if the Customer fails to comply with this clause 7.9.
7.10 The Customer warrants that it must have all necessary registrations and certifications to purchase and sell the Goods.
7.11 The Customer acknowledges that the Goods must be used and applied in accordance with the registered label. The Supplier shall not be liable for a breach of any of the warranties in clause 7.2 if the Customer fails to comply with this clause 7.11. The Supplier hereby excludes all liability if the Customer and/ or its customers fail to comply with this clause 7.11.
7.12 The Supplier shall not be liable for a breach of any of the warranties in clause 7.2 and hereby excludes all liability and damages if the Customer and/ or its customers use and apply the Goods in inappropriate environmental conditions thereby either: (i) compromising the effective use of the Goods; or (ii) contaminating other crops, land or water courses.
7.13 The Supplier shall not be liable for a breach of any of the warranties in clause 7.2 and hereby excludes all liability and damages, if there is an error in manufacture whereby a contaminant is put in the Goods, and the Goods have to be withdrawn. In the event, that the Goods must be withdrawn and replaced, this will be for the sole account of the manufacturer, and the Customer and/ or its customers must comply with the instructions of the manufacturer.
7.14 The Supplier shall not be liable for a breach of any of the warranties in clause 7.2 and hereby excludes all liability and damages, if the Goods are revoked for any reason including regulatory reasons, and the Goods must be withdrawn and replaced. This will be for the sole account of the manufacturer, and the Customer and/ or its customers must comply with the instructions of the manufacturer.

8 Anti-bribery
8.1 Each party shall comply with applicable bribery laws and the Customer shall immediately notify the Supplier in writing as soon as it becomes aware of a breach or possible breach by the Customer.

9 Anti-slavery
9.1 Each party shall comply with applicable anti-slavery laws and the Customer shall immediately notify the Supplier in writing as soon as it becomes aware of a breach or possible breach by the Customer.

10 Indemnity and insurance
10.1 The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liabilities, costs (including legal fees) and expenses which the Supplier may suffer or incur directly or indirectly from the Customer’s breach of any of its obligations under the Contract.
10.2 The Customer shall have in place contracts of insurance with reputable insurers to cover its obligations under the Contract. On request, the Customer shall supply (so far as is reasonable) evidence of the maintenance of the insurance and all its terms from time to time applicable.

11 Limitation of liability
11.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 11.
11.2 Subject to clause 11.4: (i) the Supplier’s total aggregate liability arising out of or in connection with this Contract shall not exceed an amount equal to the total sums paid by the Customer to the Supplier under this Contract; (ii) the Supplier shall not be liable for consequential, indirect or special losses or damage; (iii) the Supplier shall not be liable for any of the following (whether direct or indirect): (a) loss of profit; (b) loss of revenue; (c) loss or damage to equipment; (d) loss of use; (e) loss of production; (f) loss of contract; (g) loss of commercial opportunity; (h) loss of savings, discount or rebate (whether actual or anticipated); (i) harm to reputation or loss of goodwill; (j) loss of business; and/or (k) wasted expenditure; (iv) the Supplier hereby excludes any and all liability for, any losses, costs, claims, expenses or damage caused as a result of, or in connection with, any failure of the Customer, its employees or subcontractors to comply with advice and guidance on the product label and written instructions for use supplied with the Goods or notified in writing.
11.3 It is inherent in the nature of the Goods that their effectiveness of use in any particular circumstances is dependent upon various factors outside the Supplier’s control or knowledge, accordingly, the Supplier gives no warranty, and excludes any warranty or representation that may otherwise be implied, that the Goods will achieve any particular standard of effectiveness in use or have any specific result or outcome.
11.4 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be legally excluded or limited.

12 Intellectual property rights
12.1 The intellectual property rights in the Goods’ branding and name, and in any data, documents or other materials provided by the Supplier relating to the Goods shall belong exclusively to the Supplier. The Customer acknowledges that it does not own the intellectual property rights in the chemical composition of the Goods.

13 Confidentiality
13.1 The Customer shall keep confidential all confidential information (which is information that is obviously confidential in nature or has been identified as confidential) of the Supplier and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to: (i) any information which was in the public domain at the date of the Contract; (ii) any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract. This clause 13 shall remain in force in perpetuity.

14 Force majeure
14.1 Force Majeure: means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract, including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay
14.2 Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such
event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 60 days, either party may terminate the Contract by written notice to the other party.

15 Termination
15.1 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if: (i) the Customer commits a material breach of the Contract and such breach is not remediable; (ii) the Customer commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach; (iii) the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid 30 days after the date that the Supplier has given notification to the Customer that the payment is overdue; or (iv) any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
15.2 The Supplier may terminate the Contract at any time by written notice if the Customer becomes insolvent or is reasonably believed to be unable to pay its debts, ceases or intends to cease trading, enters into any insolvency, restructuring, moratorium or arrangement procedure, has a receiver, administrator or similar officer appointed, becomes subject to winding‑up proceedings, becomes subject to a freezing order or recovery action by a supplier retaining title, or experiences any analogous event in any jurisdiction. If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 15.2, it shall immediately notify the Supplier in writing.
15.3 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.

16 Notices
16.1 Any notice given by a party under these Conditions shall be sent to the relevant party at the address set out in the Contract.
16.2 Notices may be given, and are deemed received: (i) by hand: on receipt of a signature at the time of delivery; (ii) by recorded signed for post: at 9.00 am on the second business day after posting; (iii) by international tracked or signed post: at 9.00 am on the fourth business day after posting; (iv) by email (provided confirmation is sent by first class post) on receipt of a delivery or read receipt email from the correct address.
16.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 16.1 and shall be effective: (i) on the date specified in the notice as being the date of such change; or (ii) if no date is so specified, ten business days after the notice is deemed to be received.
16.4 This clause 16 does not apply to notices given in legal proceedings or arbitration.

17 General
17.1 Time – Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Customer’s obligations only.
17.2 Further assurance – The Customer shall at the request of the Supplier, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.
17.3 Entire agreement – The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter. Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract and/ or any pre-contract statements or representations. Nothing in these Conditions purports to limit or exclude any liability for fraud.
17.4 Variation – No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.
17.5 Assignment – The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent.
17.6 Set-off – The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
17.7 No partnership or agency – The parties are independent persons and are not partners, principal and agent, or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
17.8 Equitable relief – The Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
17.9 Severance – If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
17.10 Waiver – No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy. No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.
17.11 Compliance with law – The Customer shall comply with all applicable law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
17.12 Conflicts within contract – If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail to the extent of the conflict.
17.13 Third party rights – Except as expressly provided for in this clause, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. Any group company of the Supplier shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
17.14 Dispute resolution – Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 17.14. The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute. Within five business days of service of the notice, the contract managers of each of the parties shall meet to discuss the dispute and attempt to resolve it using all reasonable endeavours to reach a negotiated resolution. Neither party shall commence formal legal proceedings until the parties have completed the steps referred to in this clause, and have failed to resolve the dispute, except that either party may at any time seek urgent interim relief from the courts.
17.15 Governing law – The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
17.16 Jurisdiction – The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).