1.1 These Conditions and the Order set out the whole agreement between the Buyer and TFM for the sale of the Goods or the supply of the Services and shall:
(a) apply to and be incorporated in the Contract; and
(b) prevail over any inconsistent terms or conditions contained or referred to in the
Buyer’s purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Buyer, or implied by law, trade custom, practice or course of dealing.
1.2 The Buyer’s purchase order, or the Buyer’s acceptance of a quotation for Goods or Services, constitutes on offer by the Buyer to purchase the Goods, or purchase the Services (as the case may be) on these Conditions. No offer placed by the Buyer shall be accepted by TFM other than:
(a) by a written acknowledgement issued by TFM; or
(b) (if earlier) by TFM delivering the Goods or starting to provide the Services (as the case may be), when a contract for the sale and purchase of the Goods or the supply of the Services on these Conditions will be established.
1.3 Quotations are only given by TFM in writing and are given on the basis that no Contract shall come into existence except in accordance with condition 1.2. Any quotation is valid for a period of 30 days from its date, provided TFM has not previously withdrawn it.
2.1 Subject to Condition 2.2, for Buyers who hold a TFM credit account, TFM will issue statements of account monthly, and all amounts payable as shown on the Buyer’s statement of account shall be paid by the Buyer within 30 days from the date of the statement of account.
2.2 The Buyer shall effect payment for the Goods or Services immediately upon placing an order for Good or Services where:
(a) the Buyer does not hold a TFM credit account; or
(b) TFM does not hold the Goods which the Buyer wishes to order in stock and has placed a special order for such Goods on behalf of the Buyer.
2.3 Where the Buyer fails to effect payment by the due date, without limiting any other remedies or rights TFM may have, TFM may:
(a) suspend or cancel the Buyer’s credit account with TFM;
(b) suspend or cancel any outstanding Order;
(c) where the supply of the Services has begun, suspend all Services until payment has been made in full; and
(d) charge interest to the Buyer on the overdue amount at the rate of 4% a year above the base lending rate of TFM’s bank from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment.
2.4 Payment by the Buyer must be settled by either cash, cheque, valid debit card, direct payment to TFM’s bank or direct debit to TFM, in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by TFM to the Buyer.
2.5 No payment shall be deemed to have been received until TFM has received cleared funds.
2.6 Time for payment shall be of the essence.
2.7 TFM will endeavour to record purchase order numbers at the time of collection and/or follow security instructions provided by the buyer. However, errors and omissions will not be accepted as a reason for non-payment of goods. TFM’s conditions of sale remain final and this is a condition of application for credit facilities.
2.8 All payments payable to TFM under the Contract shall become due immediately on its termination despite any other provision.
2.9 Any invoice disputes must be made within 30 days of reciept of invoice. Following this time refunds will only be made or credit notes issued on a discretionary basis.
3.1 The price of the Goods or Services will be as set out in the written quotation provided to the Buyer by TFM or, if TFM has not provided a quotation or the quotation has expired, in
TFM’s price list in force at the time TFM accepts the Buyer’s Order. Prices are liable to change at any time, but, subject to Condition 3.2, price changes will not affect Orders that TFM have accepted.
3.2 Where TFM does not normally hold the Goods which the Buyer wishes to order in stock and has placed a special order for such Goods on behalf of the Buyer, the price payable for the Goods will be the supplier’s price, notwithstanding any price shown in TFM’s price list at the date the special order is placed or any price referred to in the Order. If the supplier’s price is higher than the price indicated by TFM, TFM will normally, at its discretion, contact the Buyer for approval of the increased price before ordering or dispatching the Goods, and where the Buyer does not accept the increased price, TFM may reject the Order and notify the Buyer.
3.3 The price for the Goods shall, unless agreed otherwise by TFM, be exclusive of any delivery charges.
3.4 Where TFM has incorrectly priced the Goods, TFM shall be under no obligation to accept the Buyer’s offer to purchase the Goods at the incorrect price.
4.1 Unless otherwise agreed by TFM, the Buyer shall collect the Goods from TFM’s place of business.
4.2 The Buyer shall take delivery of the Goods within 5 days of TFM giving it notice that the Goods are ready for delivery.
4.3 Where TFM has agreed to deliver the Goods, any dates specified by TFM for delivery are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
4.4 Subject to the other provisions of the Contract, TFM shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by TFM’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 14 Business Days.
4.5 Where TFM has agreed to deliver the Goods, the Buyer shall:
(a) Provide TFM with the correct delivery address, which shall be easily accessible and shall be a curb side address;
(b) provide at the delivery address and at its expense adequate and appropriate equipment and manual labour for unloading the Goods, unless the Goods are to be unloaded by crane, in which case TFM shall be responsible for unloading.
4.6 If the Buyer fails to collect the Goods, accept delivery of any of the Goods (for any reason) when they are ready for delivery, or TFM is unable to deliver the Goods on time because the Buyer has not provided the correct delivery address, the delivery address is not a curb side address or TFM’s delivery vehicles are unable to access the delivery address:
(a) risk in the Goods shall pass to the Buyer;
(b) the Goods shall be deemed to have been delivered;
(c) TFM may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance); and
(d) TFM may after giving the Buyer reasonable prior notice, resell or otherwise dispose of part or all of the Goods.
4.7 Where the Buyer collects the Goods from TFM’s place of Business, the Buyer shall, where requested by TFM, permit TFM to load the Goods and check off the Goods against the Buyer’s receipt or delivery note.
4.8 Where the Buyer requests that TFM loads the Goods and TFM agrees, TFM accepts no responsibility for any loss incurred by the Buyer which arises from TFM’s failure to load the
4.9 Where TFM has agreed to deliver the Goods, TFM allocates 30 minutes for delivery.
Where delivery of the Goods takes longer than 30 minutes due to the acts or omissions of the Buyer, the Buyer shall indemnify TFM for any costs, expenses or liabilities of TFM arising directly or indirectly from the delay.
4.10 If TFM delivers to the Buyer a quantity of Goods of up to 5% more or less than the quantity accepted by TFM, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.
4.11 TFM may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
5.1 The quantity of any consignment of Goods as recorded by TFM on dispatch from TFM’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 TFM shall not be liable for any non-delivery of Goods (even if caused by TFM’s negligence) unless the Buyer gives written notice to TFM of the non-delivery within 2 days of the date when the Goods would in the ordinary course of events have been received.
5.3 Any liability of TFM for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6.1 Title in the Goods shall not pass to the Buyer until payment in full of all sums due to TFM under the Contract have been made.
6.2 Risk in the Goods shall pass to the Buyer upon delivery or collection and in the event of non payment for the Goods by the Buyer, the Buyer grants TFM, its agents and employees an irrevocable license at any time to enter any premises where the Goods are stored to recover them.
6.3 The Buyer’s right to possession of the Goods shall terminate immediately if:
(a) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
(b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Contract or any other contract between TFM and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
(c) the Buyer encumbers or in any way charges any of the Goods.
6.4 TFM shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from TFM.
6.5 On termination of the Contract, howsoever caused, TFM’s (but not the Buyer’s) rights contained in this Condition 6 shall remain in effect.
7.1 In the unlikely event that the Goods or Services do not conform with this Contract and, for example, the Goods are found to be defective, TFM shall exercise its discretion to either:
(a) provide the Buyer with a full or partial refund; or
(b) replace the Goods; or
(c) repair the Goods or rectify the Services;
provided that the Buyer can provide proof of purchase and provided that TFM is given a reasonable opportunity after receiving the notice of the defect of examining such Goods or Services and the Buyer (if asked to do so by TFM) returns such Goods to TFM’s place of business at TFM’s cost for the examination to take place there, so that TFM may check and satisfy itself that the Goods or Services are defective.
7.2 If TFM complies with Condition 7.1, it shall have no further liability for a breach of the warranties contained in the Contract.
7.3 Subject to Condition 7.4 & 7.5, if the Buyer is unhappy with the Goods for any other reason, the Buyer may return them to TFM at the Buyer’s own cost within 28 calendar days of delivery or collection, provided that:
(a) the Buyer can provide proof of purchase; and
(b) the Goods are unopened, unused and remain in resalable condition and in their original packaging.
If an item develops a fault after 28 days following delivery or collection, and where the manufacturer has provided a helpline, repair service or warranty, you should contact the manufacturer direct. If there is no such service or warranty with the product, in most instances we will either offer a repair or where this is not possible we will replace the item with the same or an equivalent model.
7.4 Condition 7.3 does not apply to animal feeds, animal medicines or any other product which has less than 4 weeks until the expiry of its use by date, as at the date when the Buyer indicates his desire to return the Goods.
7.5 Condition 7.3 does not apply to special (non-stocked) order items or to goods that are cut or mixed to your requirements, made to measure, made to your specifications or clearly personalised. Your right of return does not apply to goods which are not suitable for return due to health protection or hygiene reasons, if you have opened the product packaging after delivery or collection. If you are returning goods for refund or exchange, where the goods were neither incorrectly-supplied nor faulty and do not form part of our standard stock catalogue, we reserve the right to impose a 15% handling fee. Special order items may be subject to a 25% re-stocking fee if returned without fault.
8.1 TFM provides no warranty in connection with the Goods or Services, other than those warranties which are implied into the Contract by law and which cannot legally be excluded from the Contract. The Buyer’s statutory rights as an individual buying Goods or Services which are not for use in a business are not affected by this Condition 8.1 and advice about the Buyer’s statutory rights is available from the Buyer’s local Citizen Advice Bureau or trading standards office.
8.2 Where TFM is not the manufacturer of the Goods, TFM shall endeavour to transfer to the
Buyer the benefit of any warranty or guarantee given to TFM.
8.3 Where the manufacturer’s warranty or guarantee can be transferred to the Buyer, such
warranty or indemnity is in addition to the Buyer’s statutory rights as referred to in Condition
8.4 The warranties provided in accordance with this Contract do not apply to any defect in the Goods or Services arising from fair wear and tear, wilful damage, accident, negligence by the Buyer or any third party, if the Buyer uses the Goods in a way that TFM or the manufacturer of the Goods do not recommend, the Buyer’s failure to follow TFM’s or the manufacturer’s instructions, or any alteration or repair the Buyer carries out without TFM’s prior written approval.
9.1 Subject to clause 9.3, if either the Buyer or TFM fails to comply with the Contract, neither the Buyer or TFM shall be responsible for any losses that the other suffers as a result, except for those losses which are a foreseeable consequence of the failure to comply with these Conditions.
9.2 Neither the Buyer or TFM shall be responsible for losses that result from the Buyer’s or
TFM’s failure to comply with these Conditions including, but not limited to, losses that fall
into the following categories:
(a) loss of income or revenue;
(b) loss of business;
(c) loss of anticipated savings;
(d) loss of data; or
(e) any waste of time.
9.3 This clause does not include or limit in any way TFM’s liability for:
(a) death or personal injury caused by our negligence; or
(b) fraud or fraudulent misrepresentation; or
(c) any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability.
9.4 TFM shall not be liable for any loss which arises, whether directly or indirectly, from the incorrect labelling of Goods.
10.1 Subject to Condition 10.2 the Buyer may cancel the Contract prior to delivery or collection of the Goods or the commencement of the Services provided that such cancellation takes place at least 24 hours prior to the date scheduled for collection or delivery.
10.2 The Buyer cannot cancel the Contract prior to delivery or collection of the Goods or commencement of the Services where:
(a) TFM does not normally hold the Goods which the Buyer wishes to order in stock and has placed a special order for such Goods on behalf of the Buyer; or
(b) the Goods ordered are liable to deteriorate or expire rapidly.
11.1 TFM reserves the right to defer the date of delivery or collection of the Goods or supply of the Services or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of TFM including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 30 Business Days, the Buyer shall be entitled to give notice in writing to TFM to terminate the Contract.
12.1 The Buyer shall not transfer any of its rights or obligations under this Contract to another person without TFM’s prior written consent. TFM can transfer all or any of our rights and obligations under this Contract to another organisation, but this will not affect the Buyer’s rights under these Conditions.
13.1 If any court or competent authority decides that any of the provisions of this Contract are invalid, unlawful or unenforceable to any extent, the Condition will, to that extent only, be severed from the remaining conditions, which will continue to be valid to the fullest extent permitted by law.
13.2 If TFM fails, at any time while these Conditions are in force, to insist that the Buyer
performs any of its obligations under these Conditions, or if TFM does not exercise any of our rights or remedies under these Conditions, that will not mean that TFM has waived such rights or remedies and will not mean that the Buyer does not have to comply with those obligations. If TFM does waive a default by the Buyer, that will not mean that TFM will automatically waive any subsequent default by the Buyer. No waiver by TFM of any of these Conditions shall be effective unless TFM expressly states that it is a waiver and TFM informs the Buyer so in writing.
13.3 A person who is not party to this Contract shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
13.4 This Contract shall be governed by English law and the parties agree to the exclusive jurisdiction of the English courts.
13.5 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
14.1 The definition and rules of interpretation in this Condition apply in these conditions
Business Days: a day (other than a Saturday, Sunday or public holiday in England) when banks in London are open for business.
Buyer: the person, firm or company who purchase the Goods or Services from TFM.
Contract: any contract between TFM and the Buyer for the sale and purchase of the Goods or supply of the Services incorporating these Conditions.
Goods: any goods agreed in the Contract to be supplied to the Buyer by TFM (including any part or parts of them).
Order: the Buyer’s order for the Goods or Services set out overleaf.
Services: the Services to be provided by TFM under the Contract as set out in the Order together with any other services which TFM provides or agree to provide to the Buyer.
TFM: TFM Farm & Country Superstore Limited (CRN 03075855) Stableford, Bridgnorth, Shropshire, WV15 5LS.
14.2 Headings in these conditions shall not affect their interpretation.
14.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
14.4 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
14.5 Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
14.6 References to conditions are to the conditions of the Contract