Sales Terms and Conditions

Advanced Ruminant Nutrition Limited

Terms and Conditions of Sale

Applicable Terms
The following terms and conditions shall apply to and be deemed to be incorporated in all contracts for the sale of goods between Advanced Ruminant Nutrition Ltd and associated Companies (“the Seller”) and the party by whom an order is placed (“the Buyer”) and accepted by the Seller.

No Variation
Orders are accepted only upon and subject to these terms and conditions.

Delivery Times
Any times quoted for delivery are estimates only and the Seller shall not be liable for failure to deliver, and the Seller may deliver within any reasonable time.

Nature of Goods.

1. The Seller undertakes to manufacture goods supplied to the Buyer in accordance with the requirements of The Medicine Act 1968, The Agriculture Act 1970 and the Feeding Stuffs Regulations 1982 (or any statutory modification or re-enactment thereof from time to time in force) and to make any statement or declaration required pursuant thereto provided that the Seller shall at all times reserve the right in its sole discretion to amend the terms of any such statement or declaration proposed by the Buyer if in the opinion of the Seller such amendment is necessary or desirable in order to ensure compliance with any legal requirement.

2. The Buyer undertakes to make no representation, promise, statement, guarantee, warranty, condition or other term which shall obtain the consent of the Seller prior to executing any declaration in respect of goods manufactured and/or supplied by the Seller.

Negotiations
The Buyer and Seller have freely and openly negotiated the Contract in the knowledge that the liability of the Seller is to be limited in accordance with these terms and conditions and the price has been negotiated accordingly.  The Buyers acknowledges that a higher price would be payable but for such limitation.

Validity
It is intended that these terms and conditions shall be reasonable as between the Buyer and the Seller, having regard to the nature of the Contract, but if at any time any of these terms and conditions is either unenforceable or void at law, it shall not adversely affect or prejudice the remainder of them or the Contract and it shall be deemed to be excluded from these terms and conditions and (where possible) to be replaced by such after other enforceable and valid term or condition as shall be as near as may be to the original in both form and effect.

Title
The property in the goods shall remain in the Seller until the Seller has received payment in full for all goods supplied by the Seller to the Buyer at no greater cost than the goods the subject matter of the contract.

If the Buyer shall sell or otherwise dispose of the goods before payment in full has been made to the Seller, the Buyer shall in such case act on its own account and not as agent for the Seller and shall hold all monies received by him from such sale or disposal in trust for the Seller and shall on request furnish the Seller with the names and addresses of the persons to whom such disposals have been made together with all necessary particulars to enable the Seller to recover any outstanding monies due from such persons.

So long as the property in the goods shall remain in the Seller, the Buyer shall hold the goods as bailee for the Seller and store the goods so as to clearly show them to be the property of the Seller and the Seller shall have the right without prejudice to the obligations of the Buyer to retake possession of the goods and for that purpose to go upon any premises occupied by the Buyer.

Risk and Insurance
Notwithstanding that the property in the goods may not have passed, the Buyer shall carry all risk of loss and damage to the goods from the earliest of the following:
Delivery of goods to the Buyer
The weighing over of the goods to the Buyer.

Default

If the Buyer:-

1. Fails to comply with any term of the Contract, including stipulations of payment.

2. Commits any act of bankruptcy, makes an arrangement of composition with creditors or suffers any distress or execution or:

• Resolves or is ordered to be wound up or has a receiver appointed;’

Then in any such event the Seller shall have the right (without prejudice to any other rights or remedies whether at common law pursuant to statutory provision or thereunder) to cancel any uncompleted order and to withhold or suspend delivery of further goods and demand payment forthwith for all sums due by the Buyer to the Seller including interest as herein provided.

In the event that the Seller exercises any rights it may have to stop goods in transit because of the Buyers financial condition, the Seller may at its option sell such goods at public or private sale without notice to the Buyer and without affecting the Sellers rights to hold the Buyer liable for any loss or damage caused by breach of contract by the Buyer. 

General
All sales of bulk products are made on the bases of the weight as ascertained on the Sellers weighbridges and a copy of the weighbridge ticket in respect of each load will be given to the Buyer or the Buyers representative.

The Seller is not responsible for delay in delivery, non-delivery or short delivery due either directly, or indirectly to shortage of raw materials, breakdown of machinery or accident of any kind at factories, fire, war, strike, lock-out or any other contingency of any kind whatsoever beyond the control of the Seller, and the Seller shall not be liable to the Buyer for any loss or damage suffered in consequence.

The products shall be accepted by the Buyer as delivered.  All shortages, faults and defects, if any, attributable to the Seller shall be allowed for by valuation to be arranged mutually or in default of such arrangement by arbitration.  The Buyer shall inspect the Goods immediately upon receipt from the Seller and shall notify the Seller forthwith of any shortages or damaged Goods, and shall confirm the same in writing within 3 days of delivery. In the absence of any such notification, the Goods shall be deemed to have been delivered in correct quantity and undamaged, and the Buyer shall be deemed to have accepted the Goods and shall have no claim whatsoever against the Seller in respect of shortages or damage.

Terms of Payment
Subject to any special terms agreed in writing between the Seller and the Buyer the Seller shall be entitled to invoice the Buyer for the price of the goods on or at any time after delivery/collection.

The Buyer shall pay the price of the Goods according to the stated payment terms.

Unless otherwise stated, all goods will be paid for by the 25^th of the month, following the month of delivery.
Any variation in the terms of payment will be shown on the invoices for the goods.

Notwithstanding the above, the Seller may at any time require the Buyer to make payment in advance of delivery or to advance adequate security for the payment of all amounts due or to become due under the Contract.

Remittances must be sent to the Accounts Department at the address of the Seller shown. 

If the Buyer fails to make payment in accordance with the stated payment terms, then, without prejudice to any other right or remedy to the Seller the Seller shall be entitled to:

1. Cancel the contract or suspend any further deliveries to the Buyer

2. Appropriate any payment made by the Buyer to such of the goods as the Seller thinks fit;

3. Charge the Buyer interest up to the maximum allowable by law both before and after judgement, where applicable;

4. Reclaim any costs incurred in relation to debt recovery expenses caused by the Buyer through default of payment.

The Seller reserves the right to “Set Off” any payments made by the Buyer and to utilise any monies owed by the Seller on any account whatsoever to the Buyer in full or partial satisfaction of any debt owed by the Buyer to the Seller.

If the Buyer is in default of their obligations to make payment, then the Buyer shall indemnify the Seller against all costs and expenses reasonably incurred by the Seller in connection with the collection of all sums due and this provision shall be in addition to all other obligations for payment. Where interest or bank charges invoices are on the account, the Seller retains the right to allocate any payments firstly to these items and the remaining balance to pay the oldest invoice(s).

Invoices are due for payment in date order and the Seller reserves the right to allocate monies received from the Buyer accordingly.

Interpretation
These Terms and Conditions and the Contract shall be construed and take effect in accordance with the Law of England.

Advanced Ruminant Nutrition Limited
Unit 4 Strands Barn
Strands Farm Lane
Hornby Lancaster LA2 8JF
Tel: 015242 63139        Email:   office@arn-ltd.com       accounts@arn-ltd.com