AMTEC Terms & Conditions of Sale

AMTEC Smart Farming Solutions

Terms and Conditions of Sale

In these terms and conditions of sale ("Terms and Conditions"), unless the context requires otherwise:

“Contract”                       means an agreement between Us and You for the supply of Goods;

“Confirmation of Order”           means the invoice sent by Us to You confirming the Goods to be sold and the Price to be paid;

“Ellis/We/Us/Our”           means Ellis Machinery T/A AMTEC Smart Farming Solutions of Gaydon Farm, Gaydon, Warwick, CV35 OEP;

"Buyer/You/Yours"        means the company, firm, body or person purchasing the Goods;

"Goods"                         means the goods which We agree to supply in accordance with these Terms and Conditions and as may be described in the Confirmation of Order;

"Manufacturer"               means the manufacturer of the Goods;

"Order"                          means a purchase order in respect of the Goods that you issue to Us;

“Price”                          means the price for the Goods as specified by Us which shall, unless We agree otherwise, exclude delivery and insurance costs.

1.             GENERAL

1.1          These Terms and Conditions will apply to every contract ("the Contract") for the supply of Goods by Us.  The Contract will be subject to these Terms and Conditions alone.  Any variation of these Terms and Conditions must be expressly agreed by Us in writing.

1.2          Any description contained in Our catalogues, samples, price lists or other advertising material is intended only to present a general picture of Our Goods and will not form a representation or be part of the Contract.

2.             SPECIFICATIONS, NON-STANDARD ORDERS, ALTERATIONS

If Goods are supplied in accordance with Your specifications ("Specifications") You will be responsible for the Specifications and ensuring that they are suitable and accurate.

3.             CANCELLATION OR VARIATION OF ORDERS

You cannot cancel, suspend or vary an Order except with Our agreement in writing and on terms that You will indemnify Us in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by Us as a result of the cancellation.

4.             PRICES

4.1          Except as otherwise stated in any Confirmation of Order or in our price list or other marketing documentation, and unless otherwise agreed in writing, all prices are exclusive of delivery.

4.2          There shall be added to the price for the Goods any cost of value-added tax and any other tax or duty relating to the transportation, sale or delivery of the Goods.

5.             TERMS OF PAYMENT

5.1          Subject to any special terms agreed in writing between Us, payment of the Price and any VAT is due upon placement of the Order with Us. Payment must be made in full before delivery and shall be made in £Sterling unless We agree otherwise.

5.2          Time of payment shall be of the essence.  If you fail to make any payment on the due date then, without prejudice to any other right or remedy available to Us, We shall be entitled to cancel the Order or suspend any further deliveries or performance under this Contract or any other Contract with You.

6.             DELIVERY AND COMPLETION DATES

6.1          Unless We agree otherwise in the Confirmation of Order, We will deliver the goods to You and delivery shall take place when the Goods are unloaded at or delivered by Us or Our agent or contractor to Your premises or such other delivery location that We agree.

6.2          Where we agree that you will collect the Goods, it will be Your responsibility to ensure that you have all appropriate documentation to be able to do so. You will be unable to take the Goods until you have read, understood and agreed to the loading information set out in the Loading Confirmation Form that we supply to you. Delivery will take place under this Clause 6.2 when You have collected the Goods from Us.

6.3          The dates for delivery of the Goods are approximate only and time is not of the essence for delivery. We will use reasonable endeavours to complete delivery on or before dates requested by You but will not be liable in any circumstances for the consequences of any delay in delivery or failure to deliver. 

6.4          You shall accept immediate delivery or arrange to collect the Goods or arrange suitable storage, failing which We may either: -

6.4.1       effect delivery by whatever means We think most appropriate; or

6.4.2       arrange storage at Your risk and expense pending delivery; or

6.4.3       resell or otherwise dispose of the Goods without prejudice to any other rights We may have against You for breach of contract or otherwise.

6.5          You shall indemnify Us against all costs, losses and expenses suffered or incurred as a result of Your failure to accept immediate delivery.

6.6          You agree to provide to Us with access to such facilities, utilities and equipment as may be necessary to enable Us to fulfil Our obligations to You.

7.             EXAMINATION; CLAIMS; RETURN OF GOODS

7.1          You shall examine the Goods upon delivery and You shall:

7.1.1       notify Us in writing where relevant within 24 hours of the delivery (or proposed delivery) of non-delivery or short delivery;

7.1.2       notify Us in writing within three working days of delivery or receipt of any apparent damage, defect or shortage;

7.2          You shall comply with the carrier’s rules regulations and requirements so, when appropriate, We may make a claim against the carrier in respect of any damage or loss in transit.

7.3          If you do not notify Us correctly under the provisions of Clause 7, subject to any claim which You may have under Clause 8, We shall be deemed conclusively to have properly performed Our obligations under the Contract.

8.             WARRANTY: LIMIT OF RESPONSIBILITY

8.1          In respect of Goods supplied but not manufactured by Us, the warranties given by Us will be equivalent to the warranty (if any) which We received from the manufacturer or supplier of such Goods but not so as to impose a liability greater than that imposed on Us by the warranty in Clause 8.2. and the warranties given under this Clause shall in any event apply only if You have given Us written notice and satisfactory proof of any relevant defect within the applicable period specified in this Clause 8.

8.2          We will not be liable for a breach of the warranty in Clause 8.1 unless:

8.2.1       You give Us and the carrier (if the defect is as a result of damage in transit) written notice of the defect, within seven days of the time when You discover or ought to have discovered the defect and You show to Our satisfaction that the Goods are defective; and

8.2.2       We are given a reasonable opportunity after receiving the notice of the defect to examine such Goods and You (if We ask you to) return such Goods to Our place of business at Your cost for the examination to take place there.

8.3          We shall not be liable for a breach of the warranty in Clause 8.1 if:

8.3.1       You make any further use of such Goods after giving such notice; or

8.3.2       the defect arises because You failed to follow Our instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or

8.3.3       You replace, repair or fit parts to the Goods which were not supplied by Us, or without Our written consent;

8.3.4       if the Goods have been stored, handled or applied in such a way that damage is likely to occur;

8.3.5       if You have not paid by the due date for payment for all Goods supplied whether under the Contract or under any other contract between Us and You;

8.4          Subject to Clauses 8.1 and 8.2, all warranties, clauses or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.5          Except for liability for death or personal injury arising from Our negligence and fraudulent misrepresentation or for any other liabilities that cannot be excluded or limited in law, Our option to repair, replace, re-perform or refund  shall constitute the full extent of Our liability in respect of any loss or damage sustained by You (whether caused by any breach of the Contract or by misrepresentation (unless fraudulent) or by Our negligence, Our employees or agents or arising from any other cause whatsoever) and We shall not in any circumstances be liable for any damages, compensation, costs, expenses, losses or other liabilities, whether direct, indirect or consequential (including, without limitation, loss of profits) suffered by You.