Terms & Conditions
Any use by you of our website is conditional on your acceptance of these Terms and Conditions and our Privacy Statement. We may change these Terms and Conditions without letting you know and therefore it is up to you to check this page for any changes. Your continued use of our website means that you have accepted these Terms and Conditions and the Privacy statement.
1. Definitions and Interpretation
1.1 In these Conditions, the following expressions will have the following meanings unless inconsistent with the context:
1.1.1 “Business Day” means any day other than Saturday, Sunday or a public holiday within the UK;
1.1.2 “Buyer” has the meaning specified in clause 2.2;
1.1.3 “Contract” has the meaning specified in clause 3.1;
1.1.4 “Conditions” means these terms and conditions as amended from time to time in accordance with clause 4.1;
1.1.5 “Force Majeure Event” has the meaning specified in clause 15.2;
1.1.6 “Goods” means any goods and, so far as the context permits, any services provided by FarmUpwards to a Buyer;
1.1.7 “Order” has the meaning specified in clause 3.1 and “Ordered” will be construed accordingly;
1.1.8 “Party” means either FarmUpwards or the Buyer and “Parties” will be construed accordingly;
1.1.9 “VAT” means value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax;
1.1.10 “Warranty Period” has the meaning specified in clause 12.1;
1.1.11 “Website” means FarmUpwards’ website with the URL http://www.farmupwards.com.
1.2 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
2. Conditions Applicable
2.1 FarmUpwards is the trading name of Farm Upwards Limited, registered in England & Wales, company no. 9005982.
Our registered office is:
Our registered VAT number is 186 311 703.
2.2 These Conditions will apply to all contracts entered into for the sale of Goods by FarmUpwards to a buyer who is acting in the course of a business (“Buyer”).
2.3 The Contract (including these Conditions) constitutes the entire agreement between the Parties. Any samples, drawings, descriptive matter, or advertising issued by FarmUpwards and any descriptions or illustrations contained in FarmUpwards’ catalogues, brochures or the Website are issued or published for the sole purpose of giving an approximate idea of the Goods described therein.
3. Orders and the Formation of a Contract
3.1 An Order constitutes an offer from the Buyer to FarmUpwards to purchase the Goods specified in such Order. All Orders are subject to acceptance by FarmUpwards, and acceptance and formation of the contract (“Contract”) will take place by FarmUpwards dispatching the Goods to the Buyer. For the avoidance of doubt, these Conditions will be automatically incorporated into all Contracts.
4. Variation of these Conditions
4.1 FarmUpwards reserves the right to add to, alter, amend or withdraw at any time without notice any of these Conditions or the Service Guarantee. The current Conditions can be found on the Website.
5. Accuracy of Information
5.1 Whilst FarmUpwards has attempted to ensure that the information within its catalogues, the Website and other publications is correct at the time of publication, they do not form part of any Contract. For technical reasons, colour illustrations should be viewed as a guide only.
5.2 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, invoice or other document or information issued by FarmUpwards will be subject to correction without any liability on the part of FarmUpwards.
6. Telephone Calls
6.1 FarmUpwards reserves the right to monitor and record all telephone calls from Buyers and use such recordings for any purpose in connection with the business of FarmUpwards.
7. Orders, Specifications and Returns
7.1 FarmUpwards may make any changes to the specification of the Goods so long as such changes do not materially affect their performance or quality or if needed to conform to any applicable health, safety or other statutory requirements.
7.2 Whilst FarmUpwards will endeavour to supply the Goods Ordered, FarmUpwards reserves the right to supply Goods of a comparable specification without notice.
7.3 FarmUpwards may, in its sole discretion, refund or credit the Buyer with the price for Goods which are returned within 30 days of delivery provided that the Goods are unopened and returned in their original packaging and condition.
8. Price and Payment
8.1 Prices quoted in FarmUpwards’ sales literature are so far as practicable FarmUpwards’ correct selling price.
8.2 Prices quoted are exclusive of VAT which will be charged at the rate prevailing on the date of dispatch of the Goods or the date of FarmUpwards’ invoice for the Goods if earlier.
8.3 The Buyer will pay the price of the Goods Ordered in full in accordance with the terms agreed at the time the Order is placed. The time of payment will be of the essence of the Contract.
8.4 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods.
8.5 FarmUpwards reserves the right to grant, refuse, withdraw, restrict, alter, suspend or cancel credit terms at its sole discretion. FarmUpwards reserves the right to refuse, suspend or cancel Orders for Goods where the Buyer is or is liable to become in breach of its credit terms.
8.6 If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to FarmUpwards, FarmUpwards will be entitled to charge the Buyer:-
8.6.1 Interest (both before and after any judgment) on the amount unpaid at the rate of 4% above the prevailing Bank of England base rate until payment is made; plus
8.6.2 An administration fee of up to £35.00; plus
8.6.3 Any legal or third party costs incurred in recovering the amounts owed.
9.1 For the purposes of this clause 9, an Order is received when it is in FarmUpwards’ possession. In the case of internet orders, this will be the time of receipt in the time zone in which FarmUpwards operates. Orders received on a Business Day after 5.00pm or not on a Business Day will be deemed to have been received and accepted at 9.00am on the next Business Day.
9.2 The Buyer must notify FarmUpwards within 5 Business Days of delivery of any discrepancies in the Goods received, otherwise, all the Goods Ordered as stated on the delivery note will be deemed to have been delivered and accepted.
9.3 FarmUpwards will not be liable for any delay in delivery of the Goods under this clause 9 that is caused by a Force Majeure Event or any breach, act or omission by the Buyer.
9.4 If the Buyer fails to accept delivery of the Goods within 3 attempts by FarmUpwards to deliver the Goods, then, except where such failure is caused by a Force Majeure Event or FarmUpwards’ failure to comply with its obligations under the Contract:
9.4.1 Delivery of the Goods will be deemed to have been completed at the time at which FarmUpwards makes the third attempt to deliver the Goods and the Buyer shall pay for the Goods in accordance with clause 8.3. After the third attempt is made, it shall be up to the Buyer to contact FarmUpwards to arrange for the Goods to be delivered to the Buyer or collected from FarmUpwards (at FarmUpwards’ option) at such time as may be acceptable to FarmUpwards; and
9.4.2 FarmUpwards may store the Goods until delivery or collection (as the case may be) takes place, and charge the Buyer for all related costs and expenses (including insurance). Where FarmUpwards does store the Goods, it may, at the Buyer’s cost and upon giving not less than 10 Business Days’ notice in writing to the Buyer, sell such Goods or otherwise dispose of part or all of the Goods.
9.5 If, before title to the Goods passes to the Buyer, the Buyer becomes subject to any of the events listed in clause 11.2, or FarmUpwards reasonably believes that any such event is about to happen and notifies the Buyer accordingly, then, provided that the Goods have not been resold, and without limiting any other right or remedy FarmUpwards may have, FarmUpwards may at any time require the Buyer to deliver up the Goods 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.
10. Risk and Property
10.1 Risk of damage to or loss of the Goods will pass to the Buyer at the time of delivery.
10.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions, title to the Goods or any part thereof will not pass to the Buyer until:-
10.2.1 FarmUpwards has received cleared funds for all monies owed, due or payable by the Buyer to FarmUpwards for such Goods and any other Goods agreed to be sold by FarmUpwards to the Buyer for which payment is then due; or
10.2.2 FarmUpwards serves notice in writing on the Buyer specifying that title in the Goods or any specified part thereof has passed to the Buyer.
10.3 FarmUpwards will be entitled to recover the Goods in respect of which title has not passed to the Buyer at any time and the Buyer hereby authorises FarmUpwards, its officers, employees and agents to enter upon any premises of the Buyer for the purpose of recovering any Goods in respect of which title has not passed to the Buyer.
10.4 Until such time as the title to Goods passes to the Buyer, the Buyer will be entitled to use the Goods in the ordinary course of business unless notified by FarmUpwards in writing to the contrary.
11. Buyer’s Insolvency or Incapacity
11.1 If the Buyer becomes subject to any of the events listed in clause 11.2, or FarmUpwards reasonably believes that the Buyer is about to become subject to any of them and notifies the Buyer accordingly, then, without limiting any other right or remedy available to FarmUpwards, FarmUpwards may cancel or suspend all further deliveries under the Contract or under any other contract between the Buyer and FarmUpwards without incurring any liability to the Buyer, and all outstanding sums in respect of Goods delivered to the Buyer will become immediately due.
11.2 For the purposes of clause 11.1, the relevant events are:
11.2.1 the Buyer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
11.2.2 the Buyer 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 other than (where the Buyer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;
11.2.3 (being an individual) the Buyer is the subject of a bankruptcy petition or order;
11.2.4 (the Buyer being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Buyer;
11.2.5 any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2.1 to clause 11.2.4 (inclusive).
12.1 Subject to the conditions set out in clause 12.5, FarmUpwards warrants that all Goods will correspond with their specification (subject to clause 7.1) at the time of delivery and will be free from material defects in material and workmanship for a period of 12 months (“Warranty Period”) commencing on the date of delivery.
12.2 Subject to clauses 12.3 and 12.4, if:
12.2.1 the Buyer gives notice in writing to FarmUpwards during the Warranty Period within 5 Business Days of discovery that some or all of the Goods do not comply with the warranty set out in clause 12.1;
12.2.2 FarmUpwards is given a reasonable opportunity of examining such Goods; and
12.2.3 the Buyer (if asked to do so by FarmUpwards) returns such Goods to FarmUpwards’ place of business at the Buyer’s cost, FarmUpwards will, at its option, repair or replace the defective Goods, or refund all or an appropriate part of the price of the defective Goods.
12.3 The warranty given in clause 12.1 is given by FarmUpwards subject to the condition that FarmUpwards will be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow FarmUpwards’ instructions (whether oral or in writing), misuse or alteration or repair without FarmUpwards’ approval.
12.4 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law, subject to clause 13.1.
13.1 Nothing in these Conditions seeks to limit or exclude FarmUpwards’ liability for:
13.1.1 death or personal injury caused by FarmUpwards’ negligence or the negligence of its employees, agents or subcontractors (as applicable);
13.1.2 fraud, fraudulent misrepresentation or other dishonesty;
13.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
13.1.4 defective products under the Consumer Protection Act 1987.
13.2 Subject to clause 13.1 and the remaining provisions of this clause 13:
13.2.1 Except in the event of manifest failure entirely attributable to FarmUpwards, FarmUpwards will not be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of revenue, profit, business interruption, business opportunity, goodwill, reputation or other economic loss whether direct or indirect and whether arising under or in connection with the Contract or the use or resale of the Goods by the Buyer or otherwise.
13.2.2 Except in the event of manifest failure entirely attributable to FarmUpwards, FarmUpwards’ total liability to the Buyer in respect of all losses arising under or in connection with the Contract or the use or resale of the Goods by the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise (including where such loss is caused by the acts or omissions of its employees, agents or subcontractors), will not exceed the price paid for the Goods.
13.3 Goods incorrectly supplied or invoiced as a result of error on the part of FarmUpwards will be collected and credited without charge but only to the extent that such error is not attributable in whole or in part to an act or omission of the Buyer. This is the Buyer’s sole remedy in such circumstances and FarmUpwards will have no further liability.
13.4 When using the Website, the Buyer must ensure it has in place reasonable virus protection. FarmUpwards accepts no liability for viruses transmitted or passed to the Buyer through use of the Website.
14.1 The Buyer will indemnify FarmUpwards in respect of any loss, damages, claims, expenses, proceedings, judgments or costs that FarmUpwards is subject to as a result of the Buyer’s negligence, any act or omission in breach of these Conditions and the Buyer’s use of the Goods.
15. Force Majeure
15.1 Neither Party will be liable to the other Party or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of that Party’s obligations in relation to the Contract, if the delay or failure was due to a Force Majeure Event.
15.2 A Force Majeure Event means any cause beyond either Party’s reasonable control, which by its nature could not have been foreseen, or if it could have been foreseen, was reasonably unavoidable. Without prejudice to the generality of the foregoing, the following will be regarded as Force Majeure Events:- 15.2.1 acts of God, adverse weather conditions, explosion, flood, tempest, fire or accident;
15.2.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
15.2.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
15.2.4 import or export regulations or embargoes;
15.2.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of FarmUpwards or of a third party);
15.2.6 the imposition of stopping, waiting, parking or similar restrictions which delay or prevent FarmUpwards from reasonably effecting delivery of the Goods.
16.1 Any notice or other communication given to a Party under or in connection with these Conditions will be in writing, addressed to that Party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that Party may have specified to the other in writing in accordance with this clause, and will be delivered personally, sent by pre-paid first-class post, recorded delivery, commercial courier, fax or e-mail.
16.2 A notice or other communication will be deemed to have been received: if delivered personally, when left at the address referred to in clause 16.1; if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
16.3 The provisions of this clause 16 will not apply to the service of any proceedings or other documents in any legal action.
17.1 If any court or competent authority decides that any of the provisions of these Conditions are invalid, unlawful or unenforceable to any extent, the relevant clause(s) will, to that extent only, be severed from the remaining clauses, which will continue to be valid to the fullest extent permitted by law.
17.2 These Conditions will be governed by the laws of England and FarmUpwards and any Buyer shall submit to the exclusive jurisdiction of the English courts in relation to any dispute hereunder.
17.3 Nothing in these Conditions will confer, nor does FarmUpwards or Buyer intend it to confer, any enforceable right to any third party and the Contracts (Rights of Third Parties) 1999 will not apply.
17.4 A waiver of any right or remedy under these Conditions is only effective if given in writing and will not be deemed a waiver of any subsequent breach or default. No failure or delay by a Party to exercise any right or remedy provided under these Conditions or by law will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will preclude or restrict the further exercise of that or any other right or remedy.
17.5 All materials, including images, illustrations, designs, site layout, photographs, written and other text or script that are part of this Website together with all software compilations, underlying source code and software in the site are protected by copyright, trade mark, design right and/or other worldwide intellectual property rights and are owned or controlled by or licensed to FarmUpwards. Any use of this Website or its contents, including copying or storing it, in part or in whole, other than for your own lawful, personal, non-commercial use is prohibited without the prior permission of FarmUpwards. You may not reproduce, publish, transmit, publicly perform, distribute, display, modify, adapt, bundle, alter, create derivative works of the Website, sell or participate in any sale of or exploit in any way, any of the contents, the Website, or any related software in whole or in part without FarmUpwards’ express prior written permission.