FARMLANDS SALES ORDER TERMS AND CONDITIONS (“TERMS”)

These Terms apply to every Order for goods and services concluded between Farmlands Co-operative Society Limited (Farmlands) and the purchaser of the Goods (Buyer).

 1. Application of these Terms

1.1 For the purposes of these Terms, capitalised words and phrases shall have the meaning given to them in the Farmlands Shareholder Terms and Conditions that apply to all Farmlands Accounts, unless otherwise agreed in writing, including in these Terms.

1.2 These terms apply to a confirmed order for Goods purchased from Farmlands. An order comprises:

(a) a written confirmation sent by Farmlands which sets out the details of the goods, purchase price, quantity, delivery and other terms (Order Details);

(b) These Terms;

(c) Farmlands Freight Terms which can be found at Farmlands Terms and Conditions (Freight Terms); and

(d) Farmlands Shareholder Terms and Conditions that apply to all Farmlands Accounts and as published/updated at Farmlands Terms and Conditions (“General Terms”); but excludes

(e) any order for Goods or Services concluded via a Sales Agreement concluded via FarmlandsPRO. each an Order.

1.3 An Order represents the entire agreement between the parties and supersedes any prior verbal or written communications. No amendments or additions to an Order shall be valid unless approved and signed in writing by an authorised person from both parties.

2. Order Confirmation

2.1 An Order may be confirmed in any of the following ways: through FarmlandsPRO, by Buyer’s written acceptance of a valid quotation issued by Farmlands, or by any other written confirmation received by an authorised Farmlands representative.

2.2 For the purposes of this clause, Farmlands is entitled to assume that any person confirming acceptance using the most recent email address or phone number provided by the Buyer to Farmlands is either the Buyer themselves or someone authorised by the Buyer to do so on their behalf.

 3. Order Quantities, Delivery and Carriers

3.1 The Buyer agrees to purchase the quantity of Goods specified in the Order Details.

3.2 Farmlands will use all reasonable endeavours to supply the ordered quantity and on a timely basis. However, Farmlands shall not be responsible for any loss caused by failure to supply (or late supply) or any occurrences beyond the reasonable control of Farmlands, including but not limited to “acts of God”, terrorist acts, war or conflict, strikes, lockouts, acts of Government, significant raw material/commodity shortages and shipping or freight delays.

3.3 If, after acceptance of an Order, Farmlands (acting reasonably but in its sole discretion) determines that supplying the Goods (or any part of them) has become uneconomic (including, without limitation, due to supplier price increases, raw material or commodity shortages, freight or logistics cost increases, or changes to availability), Farmlands may, by written notice to the Buyer, cancel the affected Order (or part of it).

3.5 The Buyer may not cancel or amend the Order after it has been accepted by Farmlands, unless otherwise agreed in writing by Farmlands.  

3.6 If the Buyer requests cancellation of a part or whole of an Order, Farmlands reserves the right to charge the Buyer for all reasonable costs incurred as a result of the cancellation. This may include but is not limited to, the cost of the remaining Goods under the Order, freight costs, storage fees, and administrative fees.

3.7 If the Buyer fails to collect Goods scheduled for collection by the Buyer within the time allocated for them, or as otherwise agreed with Farmlands, the Buyer shall be liable for all reasonable costs incurred as a result of the late pick-up including but not limited to storage fees, freight costs for the redirection to storage, redelivery charges, and any administrative fees incurred. Such costs will be charged to the Buyer’s Account and payable in accordance with the General Terms.

3.8 Where the Buyer is not a shareholder, payment for the Goods will be required in accordance with the Order Details. The General Terms (insofar as they are applicable to the purchase of Goods) will be interpreted to apply to the Buyer, notwithstanding the fact that they are not a Shareholder. The Buyer may be required to provide a deposit to cover any charges levied in accordance with the Freight Policy.

4. Freight and Delivery

4.1 All prices exclude Freight and Delivery charges unless specified otherwise in writing. All Orders are subject to the Freight Terms.

4.2 Where a scheduled delivery arrangement has been agreed to occur over an agreed period of time (Contract Schedule) freight costs shall be calculated at the date of each scheduled delivery in accordance with the Freight Terms. If the Buyer requests a change to the delivery location date or quantities for each scheduled delivery after the Order is confirmed, Farmlands reserves the right to apply fees and costs to reflect current market pricing of the Goods.

4.3 Where a Contract Schedule has been agreed, the Freight Terms shall determine if the Buyer requests a change to the delivery location after the Contract Schedule is in place, and Farmlands reserves the right to apply fees and costs to reflect current market pricing and/or freight costs.  

5. Liability

5.1 Farmlands’ liability to the Buyer for all claims (whether in contract, tort (including negligence), or by virtue of a breach of any statutory duty or otherwise) is otherwise limited to the lesser of:

(a) the price of the Goods supplied by Farmlands and associated with the Buyer's claim;  and

(b) the damage or loss actually incurred by the Buyer.

5.2 Farmlands may, at their sole option, either:

(a) replace defective Goods; or

(b) pay the Buyer the price they paid to Farmlands for the defective Goods.

 5.3 Farmlands will not however replace or pay for any defective Goods:

(a) unless notifies Farmlands of the defect within 30 days of delivery of the Goods to the delivery address (the Buyer's farm or premises); and

(b) unless the Buyer allows Farmlands to fully investigate the claim and, if requested, return a sample of the Goods to Farmlands for inspection.

(c) if the Buyer attempts to modify or repair the Goods.

5.4 The Buyer agrees that sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 are contracted out of where the Buyer is in trade, and the Goods are acquired by the Buyer in trade.

6. Changes to these Terms

6.1 Farmlands may amend or vary these Terms from time to time, by publishing a new version of these Terms on Farmlands website: Farmlands Terms and Conditions.

6.2 Any amendments or variations to these Terms will apply from the date that the updated terms are published on the website.