Terms & Conditions

AF WILTSHIRE (DUNSFOLD) LIMITED (AF Wiltshire) TRADING AS WILTSHIRES TERMS AND CONDITIONS FOR BUSINESS CUSTOMERS 1 GENERAL 1.1 Definitions. In these Conditions, the following definitions apply: Conditions: these terms and conditions as amended from time to time in accordance with Condition 16. Contract: the contract between AF Wiltshire and the Purchaser for the supply of Goods and/or Services in accordance with these Conditions. Goods: the goods (or any part of them) referred to in the Order. AF Wiltshire (Dunsfold) Ltd: registered in England and Wales with company number 8338191, whose registered office is at The Agricultural Centre, Alfold Road, Dunsfold, Surrey, GU8 4NP. Non-Wholegoods: any machinery and/or equipment not defined supplied by AF Wiltshire and/ or any workshop servicing or repairs carried out by AF Wiltshire in accordance with these conditions. Order: the Purchaser’s order for the supply of Goods and/or Services as agreed between AF Wiltshire and the Purchaser. Purchaser: the person or firm who purchases the Goods/ and or Services from AF Wiltshire. Services: the services (including but not limited to workshop repairs and servicing of machines) carried out by AF Wiltshire for the Purchaser as set out in the Order. Wholegoods: any new or used machinery and/or equipment supplied by AF Wiltshire in accordance with these Conditions. 1.2 The Order constitutes an offer by the Purchaser to purchase Goods and/or Services in accordance with these Conditions. 1.3 Only when the order is accepted by AF Wiltshire at which point and on which date the Contract shall come into existence (Commencement Date) 1.4 The Contract constitutes the entire agreement between the parties. The Purchaser acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of AF Wiltshire which is not set out in the Contract. 1.5 Any samples, drawings or advertising issued by AF Wiltshire and any illustrations or descriptions of the Goods and/or Services contained in AF Wiltshire’s publications or which appear on AF Wiltshire’s website are published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They shall not form any part of the Contract or have any contractual force. 1.6 These Terms and 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 other course of dealing. 1.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified. 2. PRICE 2.1 The price of the Goods and/or Services is the price contained in AF Wiltshire’s quotation which has been provided to the Purchaser. The price of the Goods is exclusive of all costs and charges of packaging, insurance and transport of the Goods, which shall be paid for by the Purchaser when it pays for the goods. 2.2 AF Wiltshire reserves the right to increase the Price by giving the Purchaser notice any time before the delivery, to reflect any increase in the cost to AF Wiltshire of the Goods and/or Services, and/or to correct any errors or omissions. 2.3 AF Wiltshire reserves the right to levy a handling charge for supplying Goods which are specially ordered. Cancellation of these items will not be allowed under any circumstances and if the Purchaser does not accept delivery the AF Wiltshire will charge the Purchaser as if the Goods had been delivered. 3. PAYMENT 3.1 If credit is approved for the supply of goods accounts will be due for payment no later than 30 days from the date of the invoice unless otherwise agreed. 3.2 If credit is not approved for the supply of goods, accounts shall be due for payment upon delivery unless otherwise agreed. 3.3 If the purchaser fails to make any payment due to AF Wiltshire under the Contract by the due date for payment then, without affecting any of AF Wiltshire’s other rights and or remedies, AF Wiltshire may cancel the Contract and/or suspend any further deliveries of Goods or performance of Services and charge interest on the overdue amount at the statutory interest rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 on a daily basis from the due date until the date of actual payment of the overdue amount and withdraw all credit facilities extended and require immediate payment of all outstanding balances whether or not due for payment and/ or cancel and withdraw any trade discount allowed on the price. 3.4 All accounts are payable without discount or deduction for any set-off or counterclaim whatsoever unless otherwise agree in writing by AF Wiltshire. AF Wiltshire may, without limiting its other rights or remedies, set-off any amount owing to it by the Purchaser against any amount payable by AF Wiltshire to the Purchaser. 3.5 AF Wiltshire reserves the right to charge the Purchaser an administration fee for the recovery of overdue sums which remain unpaid. 4. DELIVERY 4.1 AF Wiltshire shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the type and quantity of the Goods. 4.2 AF Wiltshire shall deliver the Goods to the Purchaser’s premises (or a location agreed by both parties) (Delivery Location) at any time after AF Wiltshire notifies the Purchaser that the Goods are ready. 4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location. 4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. AF Wiltshire shall not be liable for any delay in the delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide AF Wiltshire with adequate delivery instructions. 4.5 If the Purchaser fails to accept or take delivery within ten Business Days of AF Wiltshire notifying the Purchaser that the Goods are ready, then except where such failure is caused by Force Majeure Event or by AF Wiltshire’s failure to comply with its obligations under the Contract in respect of the Goods, then delivery of the Goods shall be deemed to have been completed at 9.00am on the eleventh Business Day following the day on which AF Wiltshire notified the Purchaser that the Goods were ready and AF Wiltshire shall store the Goods until delivery has taken place, and charge the Purchaser for all related costs and expenses (including insurance) 4.6 If eleven Business Days after AF Wiltshire notified the Purchaser that the Goods were ready for delivery the Purchaser has not accepted or taken delivery of them, AF Wiltshire may resell or otherwise dispose of part or all of the Goods. 4.7 AF Wiltshire may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Purchaser to cancel any other instalment.
5. RISK AND PROPERTY 5.1 Risk of damage to or loss of the Goods passes on completion of delivery. 5.2 Title to the Goods shall not pass to the Purchaser until AF Wiltshire has received full payment (in cash or cleared funds) for the Goods and any other Goods and/or Services that AF Wiltshire has supplied to the Purchaser in respect of which payment has become due. 5.3 If a Purchaser fails to pay any outstanding invoices to AF Wiltshire and requests further Goods and/or Services from AF Wiltshire whilst such amounts remain owing to AF Wiltshire, AF Wiltshire reserves the right to exercise a lien over any of the Purchaser’s property in AF Wiltshire’s possession until such invoices are paid in full and cleared funds. 5.4 Until title to the Goods has passed to the Purchaser, the Purchaser will hold the Goods as AF Wiltshire’s fiduciary agent and bailee, and will keep the Goods separate from its goods and those of third parties, properly stored, protected, insured and identified as AF Wiltshire’s property; and the Purchaser will not pledge or charge the Goods by way of security or otherwise. 5.5 Breach of any of the provisions of the Condition will result in all money owing by the Purchaser to AF Wiltshire (without affecting AF Wiltshire’s other rights or remedies) becoming immediately dues and payable. 5.6 AF Wiltshire may, before property in Goods passes, without limiting any other right or remedy AF Wiltshire may have, require the Purchaser to deliver up the Goods and, if the Purchaser fails to do so promptly, may enter any premises of the Purchaser or any third party where the Goods are stored in order to recover them. 6. GOODS WARRANTY 6.1 Subject to Condition 6.2 AF Wiltshire warrants that the Goods will be free from defects in materials and workmanship at the time of delivery. 6.2 Where Goods are sold with the benefit of a written warranty from the manufacturer of such Goods, AF Wiltshire will honour the terms of the manufacturer’s warranty but to the extent that such warranty grants to the Purchaser rights which exceed those otherwise available to the Purchaser under these Conditions, AF Wiltshire shall have no binding obligation to the Purchaser in relation to such rights. 6.3 Unless credit has been granted, no warranty claim may be made if the Purchaser has not paid the price for the Goods in full. 6.4 The Purchaser is advised to read any manufacturer’s instructions which accompany the Goods and to follow those instructions closely. If the Purchaser has any doubts about the interpretation of the instructions, it should seek advice initially from AF Wiltshire prior to using the Goods. It is the Purchaser’s responsibility to convey instructions for safe use of the Goods to its employees and members of the public. 6.5 Subject to the terms of any warranty given under Condition 6.2, if AF Wiltshire accepts that a valid claim has been made in respect of any of the Goods under Condition 6.1, if the Purchaser gives notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with these conditions and AF Wiltshire is given reasonable opportunity of examining such Goods, and the Purchaser (if asked to do so by AF Wiltshire) returns such Goods to AF Wiltshire’s premises at the Purchaser’s cost. AF Wiltshire can choose either to repair or replace the defective Goods (or the part in question) free of charge or grant credit to or refund the Purchaser the price of the Goods (or a proportionate part of the price) at AF Wiltshire’s absolute discretion, but AF Wiltshire will have no further liability to the Purchaser under the warranty. This is the Purchaser’s sole remedy in respect of the Goods. 6.6 AF Wiltshire shall not be liable for the Goods’ failure to comply with the warranty in Condition 6.1 if: 6.6.1 the Purchaser makes any further use of such goods after giving a notice in accordance with Condition 6.5; 6.6.2 the defect arises because the Purchaser failed to follow AF Wiltshire’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; 6.6.3 the Purchaser alters or repairs such Goods without the written consent of AF Wiltshire; or 6.6.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions. 6.7 Unless otherwise agreed in writing, no warranty is given by AF Wiltshire as to the quality or fitness for purpose of second hand Goods and any implied warranties are excluded to the fullest extent permitted by law. 6.8 The terms of these Conditions shall apply to any repaired or replacement Goods, supplied by AF Wiltshire under condition 6.5 7. SERVICES WARRANTY 7.1 AF Wiltshire shall use all reasonable endeavours to meet any performance dates for the Services agreed between the parties, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. 7.2 AF Wiltshire shall have the right to makes any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and AF Wiltshire shall notify the Purchaser in any such event. 7.3 AF Wiltshire warrants that the Services will be performed with reasonable skill and care. All other warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. 7.4 Where AF Wiltshire accepts that a valid claim has been made in respect of any Services, AF Wiltshire can choose whether to re-perform the Services to the extent necessary to make good any defect free of charge or to grant credit to or refund the Purchaser the price (or a proportionate part of that price) at AF Wiltshire’s absolute discretion, but AF Wiltshire will have no further liability to the Purchaser under the warranty in respect of defective Services. 8. LIMITATION OF LIABILITY 8.1 Except as provided in Condition 8.2: 8.1.1 AF Wiltshire shall under no circumstances whatsoever be liable to the Purchaser whether in contract, tort, negligence, breach of statutory duty or otherwise for any loss of profit, any indirect or consequential loss arising out of or in connection with the Contract; and 8.1.2 AF Wiltshire’s total liability to the Purchaser 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 be limited to the value of the Contract. 8.2 Despite the Conditions set out above, no Condition will exclude or limit the liability of AF Wiltshire for: 8.2.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors; 8.2.2 Fraud or fraudulent misrepresentations; or 8.2.3 breach of any statutory warranty as to title and quiet possession. 8.3 Except as set out in these Conditions, all warranties, conditions or other terms implied by statute or common law (including fitness for purpose) are excluded to the fullest extent permitted by law. 9. TERMINATION 9.1 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
9.1.1 the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 20 Business Days after notice in writing of the breach; 9.1.2 (in the case of the Purchaser) is unable to pay its debts as they fall due or admits inability to pay its debts or (in the case of AF Wiltshire) is deemed unable to pay its debts within the meaning of s123 of the Insolvency Act 1986; 9.1.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; 9.1.4 a petition is filed, a notice is given, a resolution is passed or an order is made for or in connection with the winding up of the other party; 9.1.5 an application is made to court, or an order is made, for the appointment of an administrator or if the notice of intention to appoint an administrator is given or if an administrator is appointed over the other part; or 9.1.6 any event occurs with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Condition 9.1.1 to 9.1.5 inclusive. 9.2 Without limiting its other rights or remedies, AF Wiltshire may terminate the Contract; 9.2.1 by giving the Purchaser 30 days’ written notice; 9.2.2 with immediate effect by giving written notice to the Purchaser if the Purchaser fails to pay any amount due under this Contract on the due date for payment. 9.3 Without limiting its other rights or remedies, AF Wiltshire shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Purchaser and AF Wiltshire if: 9.3.1 the Purchaser fails to pay any amount due under the Contract on the due date for payment; or 9.3.2 the Purchaser becomes subject to any events listed in Condition 9.1.2 to 9.1.6 or AF Wiltshire reasonably believes that the Purchaser is about to become subject to any of them. 9.4 On termination of the Contract for any reason: 9.4.1 the Purchaser shall immediately pay to AF Wiltshire all of AF Wiltshire’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, AF Wiltshire shall submit an invoice, which shall be payable by the Purchaser immediately on receipt; 9.4.2 the Purchaser shall immediately return any Goods on hire or on consignment to AF Wiltshire; 9.4.3 the accrued rights and remedies of the parties as at the termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of the termination or expiry; and 9.4.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect. 10. FORCE MAJEURE 10.1 For the purposes of the Contract, Force Majeure Event means an event beyond the reasonable control of AF Wiltshire including but not limited to strikes, lock-outs, or other industrial disputes, failure of a utility service, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. 10.2 AF Wiltshire shall not be liable to the Purchaser as a result of any failure or delay in performance of the Contract as a result of a Force Majeure Event. 10.3 If the Force Majeure Events prevents AF Wiltshire from providing any of the Services and/or Goods for more than 3 months, AF Wiltshire shall without limiting its other rights and remedies, have the right to terminate this Contract immediately by giving written notice to the Purchaser. 11. THIRD PARTIES Each Contract will only confer rights and benefits on the Purchaser and no third party will acquire any rights or benefits under or in connection with the Contract. 12. NOTICES 12.1 Any notice required to be given to a party under these Conditions must be in writing and be delivered to the other party at its registered office or principal place of business of the addressee or any other address as may at the relevant time have been notified as the correct address for service of documents. 12.2 This Condition 12 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this Condition, “writing” shall not include emails and for the avoidance of doubt, notice given under this Contract shall not be validly served if sent by email. 13. ASSIGNMENT 13.1 AF Wiltshire may at any time assign, transfer or sub-contract all or any of its rights or obligations under the Contract. 13.2 The Purchaser shall not, without the prior written consent of AF Wiltshire, assign, transfer or sub-contract all or any of its rights or obligations under the Contract. 14. WAIVER 14.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other such right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. 14.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law. 15 SEVERANCE 15.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. 15.2 If any invalid , unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable. 16. VARIATION Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by AF Wiltshire. 17. GOVERNING LAW AND JURISDICTION This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the partied irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

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