Lime Distributors Services
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Lime Distributors Services Terms of Trade and Website Terms and Conditions of Use
1. Orders
1.1)
All Orders are accepted only upon and subject to the terms set out in the
following conditions and to any specific terms and conditions which are shown on
any written quotation These terms and conditions shall prevail over any terms
and conditions in the Customer’s Order and any previous terms and conditions
of the Company whether oral or in writing
2.Price
2.1) Any price
quoted by the Company is EXCLUSIVE of Value Added Tax or any similar fiscal
imposition that is not included in the quotation and will be charged in addition
2.2)
If the Contract relates to the spreading of lime slag fertiliser or any similar
product (A Spreading Contract) or to the spraying of crops either growing or
harvested (A Spraying Contract) and on completion of the work it is apparent
that the area in fact treated or the quantity of the produce in fact treated (as
the case may be) is found to differ from the area or weight specified in the
quotation then the company reserves the right to receive payment from the
customer at the rate per acre or tonne (as applicable) as quoted in respect of
the actual acreage or weight in fact treated should the amount thereof result in
an increased amount due to the company
3.The
Customer
3.1)
Insofar as the Contract is a delivery only or a spreading contract and or a spraying contract
the customer undertakes to inform the company of any matter known to him and not
reasonably apparent to the company which calls for special care to avoid damage
by the company in carrying out its contractual commitments and agrees to have an
authorised person available at the site where the service is to be preformed to
point out to the company’s representative or operator the precise area or
quantity to be treated with any special features applicable thereto
3.2)
Insofar as the Contract is a spreading contract and or a spraying contract he
shall satisfy himself when the treatment commences that it is to be carried out
in accordance with his reasonable requirements and if it is not satisfactory he
shall immediately notify the company’s operator before any further work is
carried out and in default of his complying with this provision the company can
accept no responsibility or liability for any claim howsoever arising if the
damage complained of could have been avoided or reduced had the customer
notified the operator at the time contemplated by the provisions of this clause
and in those circumstances the company’s liability is excluded
3.3)
Accepts that if it is a spreading contract and or a spraying contract the
application of an exact tonnage quantity or rate of application per acre cannot
be guaranteed in any way by the company and no claim can be accepted by the
company in respect of failure to apply or treat at the specified tonnage
quantity or application rate
3.4)
Shall be entitled to cancel this contract without being liable for any payment
either by mutual agreement with the company or if the treatment has not begun or
if the goods have not been supplied (as the case may be) within seven days of
the approximate date fixed for the commencement of the treatment or delivery (as
the case may be) and the customer shall be entitled to the refund of any of any
monies paid to the company by him in respect of the contract but shall not be
entitled to any other monies whatsoever. It is a term of each contract made by
the company that by the nature of the services provided by the company it cannot
guarantee the date of execution of the treatment and or the date of delivery (as
the case may be) and save for the customer being entitled to rescind the
contract as aforesaid the customer shall have no claim of any nature whatsoever
against the company for lateness in carrying out of the contract whether such
damages be direct indirect consequential or otherwise and the contract price
quoted has taken this exclusion of liability into account.
3.4)
If the Contract shall be a spraying contract the customer shall have the option
if rain has fallen within four hours of completion of the treatment and this
fact is notified to the company as soon as practicable thereafter on the same
day as the treatment has been completed and the effectiveness of the spraying
shall have been substantially adversely affected by such rain of having the
field or fields in question resprayed by the company at one half of the contract
price plus VAT
4.
Liability of Company
4.1)
The liability of the company in the respect of any defective goods or services
supplied or provided by it shall limited to the free replacement by the company
of such goods or services and any other loss or damage of any description
arising directly or indirectly or consequentially or otherwise either in
contract or tort is expressly excluded and the purchase price quoted to the
customer by the company has taken such partial liability into account
4.2)
Without prejudice to the generality of the sub clause (4.1) hereof the company
can accept no liability in the case of a spreading contract and or a spraying
contract whatsoever for any damage howsoever resulting from “blow off” after
the spreading of lime slag fertiliser or any similar
materials or the spraying of chemicals
weedicides pesticides and similar items and should such
“blow off" adversely affect the crops or property of
any third party then the Customer will fully and affectually
indemnify the Company in respect of any claim which may
be brought against the Company in connection therewith
4.3)
Without prejudice to the generality of sub-paragraph. (4.1) Hereof the Company
acts only
as the supplier of goods or as a
Spreading / Spraying Contractor and does not
hold itself out as a consultant
or expert in connection with the use of
the products sold by it or the
nature of the products spread or sprayed Nevertheless as a gesture of goodwill
from time to time the company
will provided
free of charge suggestions as to the type of product to be used and
manner in which the same shall be used or applied but such advice on the strict
understanding that no liability of any either in contract or tort (including
negligence) shall attach to the company and or its servants and or its agents
arising out
of or in connection with or in relation to such advice unless the company has
been specifically contracted to provide such advice for specific monetary
consideration
4.4)
Without prejudice to the
generality of the sub clause (4.1) the supply by
the company to the customer of any product shall not include any
condition of warranty that such product is suitable for any particular purpose
unless the company has been specifically requested by Customer to advise him
with regard thereto and he has the Company a specific monetary consideration in respect
thereof
4.5)
Without prejudice to the generality of
subparagraph (4.1) hereof` in
connection with any contract by the Company with the Customer for
the treatment of cereal seed the
Company cannot accept any liability in damages either direct indirect
consequential or,
otherwise respect of any lack of germination or of crop failure whether
in part or whole due to the use of seeds which have been treated by the company
5. The Company
5.1) Without incurring any liability
whatsoever may refuse to carry out any part of this
Contract if in its opinion the carrying out of such part of the contract would
cause any damage and: or be dangerous or for any other reasonable reason and in
such circumstances this Agreement shall terminate forthwith in respect of
such part of the Contract which the Company shall refuse to carry
out save that the Customer shall reimburse the contractor both before
or after such determination as a
result of the agreement in
respect of such part of the
contract which the Company shall perform
5.2)
Whilst every effort will be made to supply the product which is specifically
ordered by the Customer
for the carrying out of this Contract
the Company reserves the right to
supply in the event of its being
unable to supply the particular product the nearest product thereto in grade and
or quality and/or price
6.
PAYMENT
6.1)
Payment is due on the 14th day of the month following the month in which the
goods were delivered or the service was completed (as the case may be) by the
Company, time for this purpose being of the essence. If payments are
not made strictly in accordance with
this
provision then in addition to the
invoiced price any additional discount negotiated will become null and
void the
Customer shall pay interest to the Company at the rate of 2˝ % per
month on the
full invoiced price (including V.A.T.) and any costs or charges that
the Company may incur resulting from late payment for each calendar
month or part thereof
expiring on the 27th day of each month that the payment shall be
outstanding and
remain unpaid.
6.2)
All products sold by the Company are sold on a “Delivered to Farm” basis
unless otherwise stated by the Company The delivery point on the Farm shall be
at the option of the Company but without prejudice to the generality thereof
every reasonable effort will be made to deliver the product to the position
specified by the Customer but the right to determine whether this can be done is
strictly reserved to the Company and where it is impractical to deliver to
specific part of the Farm then delivery will be made to the nearest spot on the
hard road considered by the Company to be suitable for unloading.
6.3)
The Customer shall inspect the products sold to him or the service supplied as
soon as practical after either delivery or the service has been carried out as
the case may be and if the Customer has any claim against the Company as to the
quality quantity or nature of the goods supplied or the service performed then
he must give notice in writing to the Company of that fact as soon as practical
thereafter and in any event within a reasonable time and in normal circumstances
the Company would consider that written notification which is not received
within 48 hours from the time of delivery or the time of completion of the service
(as the case may be) would be
unreasonable. If the Customer shall fail to give such notice the product or
service supplied shall be deemed to be in all respects in accordance with the
Contact and the Customer shall have no claim of whatsoever kind or whatsoever
nature against the Company either in contract or in tort unless the Customer
could not reasonably be aware at the time of delivery or of completion
of the service (as the case may be) or within 48 hours thereafter of the nature
of the complaint on the basis that he had taken and made all reasonable care and
enquiry whether or not that in fact be the case.
7.
RISK AND PROPERTY
7.1)
If the Contract relates to the supply of goods to the Customer by the Company
the risk in the goods shall pass upon delivery but equitable and beneficial
ownership shall remain with the Company until full payment has been received
(each order being considered as a whole) or until prior re-sale in which case
the Company's beneficial entitlement shall attach to the proceeds of resale or
to the claim for such proceeds.
7.2)
In the event of full payment not having been received by the Company (each order
being considered as a whole) then the Customer hereby irrevocably grants and
permits the Company access to any property which it shall own lease or which
shall be under its control to enable the Company to collect and remove any of
its product and or materials which are in the possession of the Customer,
but in which the equitable and beneficial ownership has not yet passed to the
Customer in accordance with the provisions of sub-clause (7.1) hereof.
8.
RETURNED GOODS
8.1)
If the Company at its free and
unfettered discretion shall at the Customer's request agree to take back from
the Customer any goods which have been supplied and delivered to him by the
Company and such goods being in no worse Condition than They were at the time of
delivery then the Company will issue a Credit Note to the Customer for the price
it charged for the goods it has agreed to take back less a handling charge which
the Company shall deem reasonable in the circumstances and which shall not in
any event be less than 10% of the price paid for the
goods.
8
2) For the avoidance of doubt the Company shall be under no obligation to take
back any goods supplied by it to the Customer and the provisions of clause (8 1)
hereof shall only apply if the Company in its absolute discretion shall decide
so to do
9.
Arbitration
9.1)
Any dispute or differences arising from this Agreement (save for action to
recover any sum or sums which are due and payable and which nave not been paid)
shall be referred to arbitration in accordance with the Arbitration Acts
1950-1979 or In accordance with any statutory modification hereof for the being
in force by a single arbitrator to be appointed in default of agreement
between the parties by President for the time being of the Devon
& Exeter Law Society.
10.
Interpretation
10.1)
In the conditions the singular shall incorporate the plural any obligation by
two or more parties shall be joint and several and the masculine gender shall
include the feminine and neuter
10.2)
The contract between the company and the customer shall be construed in
accordance with English Law
Lime Distributors Services Website Terms and
Conditions of Use
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1.
These Terms and Conditions 1.1 By
accessing this web site and the services thereby provided (the
"Services") you agree to these Terms and Conditions between you and
Lime
Distributor Services
("LDS"). 1.2 Access to
the Services shall be conditional upon full compliance with these Terms and
Conditions and you are required to read these Terms and Conditions in full. 1.3 LDS may
amend these Terms and Conditions from time to time and you agree to the
Services being provided subject to the Terms and Conditions as amended. 1.4 Any
amendment to the Terms and Conditions shall be posted complete with the date
of posting on the web site. 2.
Compliance with Rules and Regulations 2.1 By
accessing the Services you agree to comply with any rules and regulations
applying to those Services over and above those contained in these Terms and
Conditions ("Rules and Regulations"). 3.
Home Jurisdiction and Governing Law 3.1 By
accessing the Services you agree that the Services are and shall be deemed to
be provided from England and that the laws of England shall apply to
provision of Services, save where otherwise expressly agreed in writing. 3.2 You
hereby agree to submit to the non-exclusive jurisdiction of the Courts of
England in relation to any dispute or other matter for determination arising
in connection with the Services and agree to waive any right to claim forum
non conveniens. 4.
Intellectual Property Rights and Treatment of Information 4.1 In the
course of accessing the Services, you will be granted access to certain
information provided by LDS, its Affiliates and certain third parties (the
"Service Information"). LDS shall use all reasonable endeavours to
ensure that such Service Information is accurate and current. You
acknowledge and agree that LDS does not warrant or represent that such
Service Information shall be accurate, complete or reliable and shall not be
held liable for any reliance which is placed upon it. LDS 's web site may
contain links to other web sites developed and maintained by third parties.
These links are provided solely for your convenience and LDS do not endorse
or approve the linked web site, its content or the third party maintaining
such web site. Further, LDS is not responsible for such sites and
cannot guarantee the accuracy of their content. 4.2 The
Service Information is provided to you solely as part of the Services and may
contain copyrights, trademarks, designs, patents or other intellectual
property rights belonging to LDS , its Affiliates or certain third parties.
You agree to deal with the Service Information only in the course of your
proper use of the Services and acknowledge that all intellectual property
rights in or derived from the Service Information shall remain with LDS.
Save as otherwise agreed in writing or as specified on the LDS web site, no
licence or right is granted to you by implication or otherwise, to the
Service Information and you will not attempt to profit from such intellectual
property rights in a manner inconsistent with the intentions of LDS
in providing you the Services. 4.3 You
acknowledge that, without prejudice to the rest of this paragraph 4, the
copyright in the LDS web site belongs to LDS In the event of permitted
copying, you shall not change or delete any author attribution, trademark
legend or copyright notice. 4.4 You agree
that the content, format, features, tools, capabilities, appearance and
structure of the LDS web site (including the general types of information
selected and the Service Information) is and shall be deemed confidential
information. You agree to keep all such information confidential save
where the same comes into the public domain without breach of a
confidentiality obligation or is independently developed by a third party
with no access to such LDS information. 4.5 During
the course of accessing the Services certain of your proprietary information
(the "Customer Information") may be provided to LDS. You agree that
any Customer Information is so provided without restriction or need for
further licence, consent or authorisation from you or any third party and is
provided without breach of any obligation of confidentiality or of any third
party's intellectual property rights. 4.6 You
hereby consent to LDS dealing with the Customer Information for all purposes
connected with the Services, including the compilation of data about the
Services and your use thereof. Further, you consent to LDS sharing the
Customer Information with its Affiliates for the purpose of offering you
further products and services in connection with your business. 4.7 LDS will
only use the Customer Information in a manner other than as stipulated in
paragraph 4.6 above with your prior consent. Further, LDS will treat
that part of the Customer Information which is personal data for the purposes
of the Data Protection Act 1998 in a manner consistent with the requirements
of that act. 4.8 You
hereby acknowledge that you shall be liable for the accuracy and completeness
of the Customer Information. 4.9 You
acknowledge and agree that LDS shall have the right, but not the obligation,
to monitor the content of all parts of LDS's web site. 5.
Provision of the Services 5.1 LDS
reserves the right in its sole discretion to amend the nature or extent of
any of the Services or to terminate or replace any of them in their entirety.
You agree that LDS shall have no liability for any loss or damage, direct or
indirect, resulting from the amendment, termination or replacement of any of
the Services. 5.2 If you
are located in a jurisdiction where either access to or provision of the
Services (or any part thereof) is illegal or contrary to public policy, the
Services shall not be deemed offered to you and you should cease to access
the Services (or the relevant part thereof). 5.3 LDS may
terminate your access to the Services forthwith upon breach by you of any of
these Terms and Conditions or any of the Rules and Regulations. If
access is terminated, you undertake not to attempt to gain further access to
LDS. 6.
Security 6.1 You
acknowledge and agree that the internet is an inherently unstable environment
and absolute security cannot be guaranteed by LDS. You agree to hold
LDS harmless against losses or claims against it made by you or any third
party in respect of any breaches of internet security, save in the case of
LDS's gross negligence or wilful misconduct. You also acknowledge LDS's
unqualified right to amend its security systems when it deems appropriate. 7.
Misuse of LDS 7.1 You agree
not to use the LDS web site for any illegal or illicit purpose and not to
transmit any item which is offensive, threatening or salacious or which is of
a sensitive nature (including as to racial or ethnic origin, religious
beliefs, health or criminal records) or which infringes or violates any law
or any third party's rights. 7.2 You agree
not to transmit any item containing a virus or other computer program likely
to cause damage or disruption to LDS. 7.3 You agree
not to interfere with the LDS web site (including by linking, spamming or
framing), nor to use any automated process to copy or monitor activity on the
site. 8.
Liability 8.1 You
acknowledge and agree that use of the Services is free of charge and shall be
entirely at your own risk. Subject to the terms of this paragraph 8,
you agree that neither LDS nor its Affiliates shall be liable for any loss or
damage whatsoever suffered by you or any third party as a result of your
access to and use of the Services whether as a result of negligence,
misrepresentation or otherwise, irrespective of whether such loss or damage
was foreseeable or previously brought to the attention of LDS. 8.2 Further,
you agree that neither LDS nor its Affiliates shall have any liability for:
(a) corrupted data or e-mails; (b) unavailability or sufficiency of the
Services (to include the accuracy, validity, completeness or timely delivery
of any Service); or (c) third party misuse of any LDS data. 8.3 You agree
to indemnify and keep indemnified LDS, its Affiliates and all directors,
employees and agents thereof against all losses and damages suffered by them
resulting from your access to and use of the Services save in the case of
LDS's gross negligence or wilful misconduct. 8.4 Nothing
in paragraph 8 shall be deemed to attempt to limit LDS's liability for death
or personal injury resulting from LDS's negligence. 8.5 LDS's web
site is provided "as is" and all implied representations and
warranties (other than those incapable of exclusion, restriction or
modification) shall be hereby excluded, including those relating to fitness
for purpose. 8.6 You agree
that the exclusion of liability contained in this paragraph 8 is reasonable
in light of your relationship with LDS. 9.
Entire Agreement and Miscellaneous 9.1
These Terms and Conditions shall constitute the entire agreement between you
and LDS. 9.2 All prior
agreements relating to the Services shall be superseded hereby and no
previous representations, oral or written, shall be deemed incorporated
herein. 9.3 If any
part of these Terms and Conditions shall be deemed invalid or unenforceable
for any reason by any competent authority, then the remainder shall remain
valid and enforceable and, where necessary, the parties shall in good faith
agree replacement provisions. 9.4 Rights of
access to LDS's web site granted hereby shall not be assigned by you without
the prior written consent of LDS. These Terms and Conditions shall be
binding upon and shall inure to the benefit of the parties and their
permitted successors and assigns. Failure by LDS to enforce any of its
rights shall not constitute a waiver of any of such rights. 10
Definitions 10.1 An
Affiliate is a company controlling (directly or indirectly) or controlled by
or under common control with LDS. "Common control" for these
purposes shall mean direct or indirect beneficial ownership of 50% of the
share capital of that entity. 11
Notices 11.1 A notice
served upon LDS shall not be effective unless given in writing, delivered by
e-mail and received by LDS at its e-mail address from time to time. 11.2 Any
notice given to you shall be effective when given in writing, by e-mail, to
your last notified e-mail address. |