MyAgronomist
1. General
- 1.1 These terms and conditions are deemed to be incorporated into all Supply Contracts unless otherwise agreed to in writing by Seller.
- 1.2 Any order for Goods placed by a Buyer is deemed to be an order incorporating these terms and conditions notwithstanding any inconsistences which may be introduced in Buyer’s order or other communication with Seller unless expressly agreed to by Seller in writing.
- 1.3 A quotation by Seller is not binding until Buyer places an order based on the quotation in writing and that order is accepted by Seller. Acceptance of an order may be made by Seller taking any steps to satisfy the order.
- 1.4 Seller reserves its right to accept all or any part of an order by Buyer or to refuse any such order.
- 2.1 The description given of the Goods has been given by way of identification only.
- 3.1 Terms of payment are net cash on delivery, or within thirty (30) days from the date of Seller’s invoice for Goods if the purchaser has an approved credit application with Seller.
- 3.2 Without prejudice to any other remedy, Seller may, by giving written notice, either terminate the Purchase Order, sale, supply, or suspend future deliveries if Buyer fails to pay for any one delivery on due date.
- 3.3 Seller may demand cash payment or security in advance for future deliveries and for Goods and/or Services previously delivered.
- 3.4 If the Buyer defaults on any payment by failing to pay for any one delivery by the due date, then all overdue amounts due to the Seller shall become immediately due and payable. The Seller reserves the right to charge the Buyer interest on any overdue amount at the prevailing interest rate. Interest will be calculated daily from the due date until the invoice is paid in full.
- 3.5 The Seller reserves the right to refer any overdue amount to a debt collection agency and/or a lawyer for recovery. The Buyer shall be liable for all recovery costs. In the event where the Seller refers the overdue amount to a lawyer, the Buyer shall also pay as a liquidated debt the charges reasonably made or claimed by the lawyer on an indemnity basis.
- 3.6 In the event of default on any payment, the Seller reserves the right to review the Buyer’s credit account (for example, reducing the credit limit of the Buyer or removing credit consideration).
- 4.1 Unless specified otherwise, Seller will deliver goods to Buyer in the manner stated in the order or as otherwise agreed in writing.
- 4.2 All delivery dates for Goods quoted are estimates only and Seller is not responsible or liable, for any costs, expenses, losses or damages suffered by Buyer either directly or indirectly arising where Goods are not delivered by that date. Buyer is not relieved of any obligation to accept or pay for Goods by reason of any delay in delivery or dispatch.
- 4.3 Seller may deliver any order by way of installments and each installment shall be deemed to be sold under a separate contract. Failure of Seller to deliver an installment shall not entitle Buyer to rescind or repudiate the contract.
- 4.4 Should Buyer request at any time goods remain at Sellers premises when ready for delivery, such storage shall be at Seller’s discretion. Goods will be stored at Buyer’s risk and Buyer’s payment obligation for Goods will not be affected.
- 4.5 Buyer must inspect and reject any Goods delivered for reasons of damage, defect or shortage within 2 days from the date of delivery. After 2 days, acceptance of the Goods is deemed to have occurred.
- 4.6 Buyer shall ensure that where Goods are delivered to or collected from Buyer’s premises there is safe and proper access at the point where delivery or collection is made. Buyer accepts all responsibility for any loss or damage to vehicles or loads due to unsuitability of means of access to the loading or unloading point, and Buyer indemnifies Seller for and against the cost of all loss and damage to property and injury to persons arising directly or indirectly as a result of the failure of Buyer to ensure proper and safe access.
- 4.7 Buyer will provide adequate labor and equipment for the loading and unloading of Goods at Buyers premises unless otherwise agreed in writing.
- 5.1 Risk in respect of Goods, shall pass to Buyer upon delivery.
- 6.1 Buyer must pay the Sellers price ruling at the date of delivery, notwithstanding that delivery may be delayed.
- 6.2 Buyer shall pay in accordance with Condition 3 and must pay or reimburse Seller for all Goods’ taxes, sales tax, and other governmental taxes and expenses, which Seller may be liable to pay from time to time in connection with the supply of the Goods to Buyer (except where such payment or reimbursements are expressly prohibited by statute).
- 6.3 The prices are based on the current cost to Seller of production and delivery and also the quantities ordered or to be ordered by Buyer. Subject to contractual obligations, Seller may increase, adjust or alter the price at its sole discretion in cost to Seller resulting from increase to cost of production or delivery or occasioned by a shortfall of quantities ordered by Buyer and will be for Buyer’s account.
- 7.1 The obligations of Seller and Buyer, other than an obligation to pay money, will be excused to the extent that either party is wholly or partially precluded from complying with its obligations by a Force Majeure Event. Seller shall be under no obligation to subsequently deliver Goods during the period of Force Majeure Event, but otherwise these terms and conditions remain unaffected.
- 8.1 Except insofar as any rights, entitlements, remedies and liability cannot be excluded or limited by statute or are expressly conferred on Buyer by these terms and conditions, all warranties and conditions whatsoever in relation to Goods express or implied by statute, common law or trade usage or custom or otherwise, are excluded to the maximum extent permitted by law, with the exception of Seller’s gross negligence and willful misconduct. To the extent possible, Seller may elect to assist Buyer is obtaining access to the manufacturer’s warranty.
- 8.2 Seller’s liability for any and all costs, expenses, loss or damage resulting from any cause whatsoever, including alleged negligence, shall be limited (at Seller’s election) to:
- (b) in the case of Goods,
- (i) the payment of the cost of replacing the Goods or of acquiring equivalent Goods; or
- (ii) the payment of the cost of having the Goods repaired.
- 8.3 Except as provided by Condition 8.1 and 8.2, Seller shall not be liable to Buyer or Buyer’s servants or agents for any direct, indirect, special, incidental or consequential damages of any nature howsoever causes (whether based on negligence or other tort or contract or otherwise) arising directly or indirectly in any way attributable to the sale of Goods.
- 9.1 Buyer indemnifies Seller, its servants and agents from and against all claims, proceedings, suits, causes of action, costs, expenses, loss and damages arising directly or indirectly out of the ownership, possession or use of the Goods by Buyer or any other purpose.
- 10.1 Licenses, authorizations, approvals and permits required by law in respect to the Goods supplied are Buyer’s responsibility.
- 11.1 In the event the Buyer is an agent or reseller, Buyer agrees to indemnify Seller against all proceedings, suits, causes of action, claims, losses, damages, expenses and costs whatsoever and howsoever caused arising directly or indirectly from the failure or omission of the agent or reseller to observe the Buyer’s obligations in this Agreement or from any promise, representation, warranty or undertaking given to a customer by the agent or reseller which contradicts any warranty specifically provided by Seller for the agent or reseller to hand to its customers or contradicts these terms and conditions.
- 12.1 Seller will use all reasonable endeavors to meet its supply obligations, but if Seller obligations become impossible to perform or shall otherwise become frustrated, Buyer shall be liable to pay to Seller all costs which Seller’s suppliers, or sub-contractors have incurred directly or indirectly or for which Seller is liable under Purchase Order and/or sale to Buyer at the time of frustration or impossibility or performance.
- 13.1 Seller makes no representation or warranty of any kind, expressed or implied, that the Goods supplied or the use of such Goods or articles made from the Goods either alone or in conjunction with the other substances will not infringe any patent or trade mark right. Buyer must promptly notify Seller of any claim or suit involving Buyer in which such infringement is alleged and if Seller considers itself to be affected it shall be entitled completely to control the defense or compromise of any such allegation or infringement. Buyer agrees to subrogate its rights in this regard to Seller.
- 14.1 Property and title in the Goods remains with Seller until Buyer has paid all sums owing to the Seller in respect of the Goods under this or any other contract.
- 14.2 If Buyer sells such Goods prior to payment or if they become constituents of other goods, then the proceeds of sale are the property of Seller, and Buyer holds those proceeds in trust for Seller.
- 14.3 If Goods are applied to a commodity, field, soil, irrigation water, or water source, then the proceeds of the application are the property of Seller, and Buyer holds those proceeds in trust for Seller.
- 14.4 Buyer agrees until property and title in the Goods passes in accordance with condition 14.1 unless otherwise agreed in writing by Seller, to store the goods in a manner that clearly shows that the Goods are the property of Seller and will not remove any marks identifying the Goods as the property of Seller.
- 15.1 Buyer must not assign or transfer any of its rights or obligations under these terms and conditions without the prior consent of Seller. Seller may in its absolute discretion and without notification to Buyer, sub-contract or assign the whole or any part of the production, supply or delivery of the Goods and all or any of its rights or obligations under these terms and conditions.
- 16.1 Failure by Seller to insist upon strict performance by Buyer of any provisions contained in these terms and conditions or other provisions of a Purchase Order or sale shall not be taken to be waiver of any rights or remedies of Seller unless the same is expressed in writing ad signed on behalf of the Seller.
- 17.1 If:
- (a) Buyer fails to timely pay for Goods; or
- (b) Buyer fails to observe or perform any of these terms and conditions and/or provisions of a Purchase Order or sale; or
- (c) a resolution is passed or proposed, or a petition is presented, or an application filed for the winding up of Buyer or a receiver and manager is appointed in respect of the property or any part of the property of Buyer; or
- (d) Buyer becomes bankrupt;
- Seller may terminate any Purchase Order or sale by notice in writing to Buyer without prejudice to any other rights or remedies available to Seller at law, in equity or by statute. Seller may demand, and Buyer shall pay for all outstanding amounts, owed by Buyer to Seller, including, but not limited to, any charges still to become due under the unexpired portion of the term of the Purchase Order or sale.
- 17.2 Buyer agrees to pay all of Seller’s costs and expenses including but not limited to, reasonable legal costs and costs for the collection and/or the repossession of Goods incurred by Seller in exercising any of its rights or remedies whether available at law, in equity or by statute including.
- 17.3 Buyer indemnifies, and must keep indemnified, Seller for and against all actions, proceedings, claims, losses, damages, costs and expenses arising from anything done by or on behalf of Seller in connection with the removal of the Goods. Buyer acknowledges the right of Seller to enter into any premises under the control of Buyer where Goods that have not been paid for in full are held, and Buyer acknowledges the right of Seller to remove those Goods.
- 18.1 A Purchase Order and/or sale of Goods is governed by the laws of California.
- 18.2 A Purchase Order and/or sale of Goods, together with these Terms and Conditions, constitute the entire agreement between the parties as to Goods.
- 19.1 Neither party shall engage in any activity, practice or conduct which would constitute or result in a violation of US anti-bribery laws or regulations.
- 20.1 Neither party shall engage in any activity, practice or conduct which would violate US anti-slavery or human trafficking, laws, statutes, and regulations.
- Part or all of any provision of a Purchase Order or these Terms and Conditions that is illegal or unenforceable may be severed from the respective agreement, and the remaining provision continue in force.
- 22.1 “Goods” means goods supplied by Seller to Buyer.
- 22.2 “Seller” means Tri-Tech and any and all companies related to it or any subsidiary of it and any successors and assignees of Tri-Tech.