Griff Agriculture Ltd contracts and does business solely subject to the
following Conditions and no variation or alteration of these conditions shall be
of any effect unless expressly agreed to in writing by the Seller.
“Buyer” means the person, company or firm who purchases the Goods from the Seller;
“Contract” means the contract between the Seller and the Buyer for the sale
and purchase of the Goods in accordance with these Conditions;
“Conditions” means the terms and conditions set out in this document as
amended from time to time;
“Goods” means the goods set out in the Order;
“Order” means the Buyer’s order for Goods, as set out in the Buyer’s order form; and
“Seller” means Griff Agriculture Ltd (registered in England and Wales with company number (15000298).
(a) Orders placed in pursuance of quotations are not binding on the Seller until
accepted in writing and the Seller reserves the right to quote amended prices at any time
before accepting an order.
(b) All prices stated in the Sellers catalogues and publications are
subject to alteration or withdrawal without notice.
(c) The Seller reserves the right to amend prices and invoice the Goods at the
Sellers price current at the day of despatch unless firm prices for a specified
period including such date of despatch have been stated in the confirmation.
The times given for delivery and completion are to date from the receipt by the
Seller of the Buyers written order and of all the necessary information to
enable the Seller to put work in hand, the Seller to use its best endeavours to
keep to the dates given but the Seller shall not be held liable for failure to do
so unless a guarantee shall be given to complete within a specified time. Each
instalment of materials deliverable or delivered under the Contract shall be
deemed to be sold under a separate contract and any default by the Seller to
deliver any such instalment shall not entitle the Buyer to reduplicate the
Contract with regard to any instalments remaining deliverable. Should the
Seller be prevented from delivering any material at the time provided for
delivery through the Sellers inability to secure labour or materials or by reason
of lockouts, strikes, riots, fires, accidents to machinery, war or any other
unexpected or exceptional cause (whether in for foregoing class or not) the
time of delivery shall be extended until the lapse of a reasonable time after the
causes preventing deliver have ceased to operate: alternatively the Contract
may at the Sellers options be annulled any notice in writing to the Buyer.
Unless specially agreed in writing to the contrary the Buyers shall not be
entitled to terminate the Contract on the ground of delay howsoever caused
nor to claim damages or compensation in respect thereof.
The Seller will repair or at its options replace free of charge or compensate for
Goods lost or damaged in transit provided that the Buyer advises the carrier
and the Seller in writing (otherwise then by a qualified signature and the
carriers delivery note) within the following time limits –
(a) Partial loss, damage or non-delivery of any separate part of consignment
and Within THREE days of date of delivery of the consignment or part
(b) Non-delivery of whole consignment
(i) When despatched by road transport in Great Britain or by any means of
transport in Northern Ireland or the Republic of Ireland – Within TEN days of
(ii) When despatched by rail or water in Great Britain – Within FOURTEEN
days of date of despatch.
The Seller will decline to entertain claims unless the Buyer complies within
the provisions of this Condition.
(a) The risk in the Goods including responsibility for unloading, will pass to the
Buyer on delivery.
(b) Title to the Goods shall not pass to the Buyer until:
(i) the Seller receives payment in full (in cash or cleared funds) for the Goods
in which case title to the Goods shall pass at the time of payment; or
(ii) the Buyer resells the Goods, in which case title to the Goods shall pass to
the Buyer at the time specified in clause 5(d).
(c) Until title to the Goods has passed to the Buyer, the Buyer shall:
(i) store the Goods separately from all other goods held by the Buyer so that
they remain readily identifiable as the Seller’s property;
(ii) not remove, deface or obscure any identifying mark or packaging on or
relating to the Goods;
(iii) maintain the Goods in satisfactory condition and keep them insured
against all risks for their full price from the date of delivery;
(iv) notify the Seller immediately if:
(A) it takes any step or action in connection with it entering into
administration, provisional liquidation or any composition or arrangement with
its creditors (other than in relation to a solvent restructuring), obtaining a
moratorium, being wound up (whether voluntarily or by render of the court,
unless for the purpose of solvent restructuring), having a receiver appointed to
any of its assets or ceasing to carry on business;
(B) it suspends, threatens to suspend, ceases or threatens to cease to carry
on all or a substantial part of its business; or
(C) its financial positon deteriorates so far as to reasonably justify the opinion
that its ability to give effect to the terms of the Contact is in jeopardy.
(v) give the Seller such information as the Seller may reasonably require from
time to time relating to:
(D) the Goods; and
(E) the ongoing financial position of the Buyer.
(d) Subject to clause 5(e), the Buyer may resell or use the Goods in the
ordinary course of its business (but not otherwise) before the Seller receives
payment for the Goods. However if the Buyer resells the Goods before that
(i) it does so as principal and not as the Seller’s agent; and
(ii) title to the Goods shall pass from the Seller to the Buyer immediately
before the time at which the resale occurs.
(e) At any time before title to the Goods passes to the Buyer, the Seller:
(i) may by notice in writing, terminate the Buyer’s right under clause 5(d) to
resell the Goods or use them in the ordinary course of its business; and
(ii) require the Buyer to deliver up all Goods in its possession that have not
been resold, or irrevocably incorporated into another product and if the Buyer
fails to do so promptly, enter any premises of the Buyer or of any third party
where the Goods are stored in order to recover them.
Payment shall be in accordance with the terms of the quotation subject to
trade and/or bank references being furnished by the Buyer to the Sellers
satisfaction. The Seller otherwise reserves the right to require payment in full
prior to the commencement of work on the Goods ordered. Unless otherwise
stated terms are strictly net monthly account and are due for payment at the
end of the month following that in which delivery was made. Thereafter a
charge at 2% per month will be made on all overdue accounts. In any event
the Buyer shall pay for the Goods without any deductions or set off
(a) Every effort is made to ensure sound material and workmanship but
beyond replacing or repairing actual parts returned by the Buyer as defective
and proved to the satisfaction of the Seller to be defective owing to faults in
workmanship or material the Seller shall not be liable for any loss or damage
happening consequent upon the failure of such faulty product. Unless
specifically stated the Seller does not in any way warrant any material or its
quality condition or sufficiency for any purpose and the Seller shall not be
liable for any damage of whatsoever kind howsoever or wheresoever arising
whether in respect of original or replaced materials and the Sellers undertaking
to replace as above is to be their only liability.
(b) The Seller will not repair or replace free any Goods found to be defective
through faults in the design or construction of patterns or drawings supplied by
the Buyer.
(c) The Seller shall not be liable to replace or repair Goods not of its
manufacture and the Buyer shall only be entitled to such rights as the Seller
may receive and be able to enforce upon the actual manufacturer.
(d) All heat treatment is carried out at customer’s risk and the Seller cannot
be held responsible for any damage or consequential loss.
Where material and Goods are supplied subject to inspection or testing by the
Buyer and passed by the inspector appointed they shall not thereafter be
returnable and no complaint relating to such material or Goods will thereafter
be entertained by the Seller.
Goods will be despatched loose except when the Contract expressly includes
packing. Where Goods are despatched in returnable containers the Buyers
shall pay the cost of carriage back to the Seller Works.
Any descriptive specifications, drawings and particulars of weights and
dimensions submitted in connection with the Seller catalogues, price lists and
other advertisement matter are intended merely to present a general idea of
the Goods described therein and none of these shall form part of any Contract.
The Seller accepts no responsibility for the accuracy of drawings, patterns or
specifications supplied by the Buyer.
The Buyer shall indemnify the Seller against all damages, penalties, cost,
claims or liabilities arising from infringement of any Letters Patent or Patent
Application Trade Mark Registered Design or Copyright resulting from
execution of work by the Seller to the Buyers specifications on express or
implied instructions received from the Buyer.
No claim for short weight shall be allowed unless the Seller is advised by the
Buyer immediately on receipt of material and an opportunity is given to the
Seller to re-weigh.
Any figures or particulars of performance given by the Seller are based upon
experience and are such as the Seller expects to obtain but the Seller will
accept no liability if that performance is not obtained.
A Contract for Goods shall be deemed to have been completed when the
Goods are delivered or due for delivery. In the event of the Buyer being unable
to accept delivery the Buyer shall arrange storage at his expense failing which
the Seller may make at the Buyers expense and risk arrangements to store
the Goods either upon his own premises or elsewhere.
In the event of suspension of work upon the Buyers instructions or lack of
instructions or through any circumstances which are within the Buyers control
or failure to comply with any undertaking given by the Buyer to the Seller, the
Contract Price shall be increased to cover any extra expense incurred by the
In the case of Contracts entered into with Buyers in the United Kingdom any
dispute arising out of or in connection with the Contract shall be submitted to
arbitration in accordance with the provisions of the Arbitration Act 1950 or any
statutory modification or re-enactment thereof.
The Contracts shall in all respects be construed as English Contracts and in
conformity with English Law, and subject to the jurisdiction of the English