Terms and Conditions of Trading
TERMS AND CONDITIONS FOR SALE OF PRODUCTS BY ALLFLEX UK GROUP LIMITED
1. DEFINITIONS
1.1 In these Terms and Conditions of Sale (these “Conditions”):
1.1.1 “ALLFLEX” means Allflex UK Group Limited, registered office 17a, Windmill Way West, Ramparts Business Park, Berwick-Upon-Tweed, England, TD15 1TBUK and registered in England & Wales with company number: 07330611;
1.1.2 “Contract” means an agreement between the Purchaser and ALLFLEX for the purchase of the Products, of which these Conditions form part.
1.1.3 “Laboratory” shall mean the third-party laboratory used by ALLFLEX to provide the Testing Services.
1.1.4 “Order” shall be the Purchasers order for the Products and/or Services that would either be submitted online on the ALLFLEX website and/or set out in a purchase order form or ALLFLEX invoice.
1.1.5 “Party” shall be ALLFLEX and the Purchaser, and together they shall be the “Parties” to these Conditions; and
1.1.6 “Purchaser” means the person, firm or company purchasing Products, materials and or Services (the “Products”) from ALLFLEX;
1.1.7 “Site” shall mean 1 Greencroft Industrial Park, Stanley, County Durham, DH9 7YA or any other site notified to the Purchaser.
2. BASIS OF CONTRACT
2.1 A quotation for the Products given by ALLFLEX to the Purchaser shall not constitute an offer. Each order or acceptance of a quotation for the Products constitutes an offer by the Purchaser to ALLFLEX to buy the Products in accordance with these Conditions. The Purchaser is responsible for ensuring that the terms of the order are complete and accurate.
2.2 For those Purchasers with whom ALLFLEX has not negotiated a bespoke agreement for the purchase of Products, unless ALLFLEX and Purchaser have agreed otherwise, the Contract shall comprise the following: (i) the Purchaser’s purchase order (subject to the provisions of clause 2.3); (ii) ALLFLEX’s written acceptance of the purchase order; (iii) ALLFLEX’s invoice; and (iv) these Conditions. These Conditions shall override and apply in substitution of any conflicting or amending provision contained in any other part of the Contract.
2.3 Orders submitted to ALLFLEX with the Purchaser’s standard terms may be accepted on the understanding that the form is used for convenience only and that the Purchaser’s standard terms shall not apply.
2.4 These Conditions are applicable to the sale of all ALLFLEX animal health intelligence products, including livestock identification and traceability, livestock monitoring, companion animal, fish and Ritchey products. These terms do not apply to any SenseHub Products which are not sold through the Allflex UK Group Limited.
3. TITLE AND RISK
3.1 Title and risk in the Products shall pass to the Purchaser on delivery in accordance with clause 6.5.
4. PRICE AND PAYMENT
4.1 All discount rates, prices and pack sizes are subject to alteration by ALLFLEX from time to time and are quoted for delivery in Great Britain, Channel Islands and the Isle of Man. All prices quoted by ALLFLEX are exclusive of value added tax (“VAT”).
4.2 The price payable for the Products shall be the list price for such Products (plus any discounts applicable to the Purchaser’s order) that are in force on the date of the Purchaser’s order. ALLFLEX shall issue an invoice to the Purchaser (by e-mail or through the online ordering system used by the Purchaser to submit the order) following the dispatch of the relevant Products contained in each accepted order.
4.3 Payment is due and must be received by ALLFLEX within the period specified on the invoice. ALLFLEX shall have the right to withhold supplies of the Products in the event it does not receive payment for an invoice by the due date.
4.4 The Purchaser shall make all payments due under these Conditions in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise (except for any deduction or withholding of tax as required by law).
4.5 Notwithstanding any other terms stated in these Conditions, ALLFLEX reserves the right to impose such credit limit or other payment terms as it deems fit and/or require that the Products be paid for in cleared funds before delivery.
4.6 ALLFLEX may charge interest on unpaid amounts from the due date of payment of an amount until the date of actual payment of the overdue amount, whether before or after judgment, at the annual rate of five percent (5%) above the Bank of England's base rate from time to time, but at the annual rate of five percent (5%) for any period when such base rate is below zero percent (0%). Without prejudice to any other right or remedy of ALLFLEX, ALLFLEX shall be entitled to sue for the price of Products in case of unpaid invoices.
4.7 Without prejudice to any other rights or remedies ALLFLEX may have under the Contract, if the Purchaser fails to make any payment by the due date or if an event occurs which would entitle ALLFLEX to terminate the Contract, ALLFLEX shall have the option to withhold or cancel further deliveries of Products, provided that failure on ALLFLEX’s part to exercise this option in respect of one or more deliveries of Products shall not affect ALLFLEX’s right to exercise it in respect of other deliveries of Products.
5. SPECIFICATION ALTERATIONS
5.1 ALLFLEX reserves the right to alter the specification of any Product without prior reference to the Purchaser provided that the Product complies with the written description of the Product.
6. DESPATCH / DELIVERY
6.1 When it is necessary for the Purchaser to do any act to enable ALLFLEX to despatch the Products, such act must be performed in good time to enable ALLFLEX to effect despatch on the agreed delivery date (or, if no such date is agreed, within seven (7) days of acceptance of the order). In the event of the Purchaser’s failure to comply with this clause 6.1, ALLFLEX may at its option terminate the Contract in whole or in part by giving written notice thereof to the Purchaser.
6.2 ALLFLEX shall ensure that each delivery of the Products is accompanied by a delivery note which shows the date of the Order, all relevant Purchaser and ALLFLEX reference numbers, the type and quantity of the Products (including the code number of the Products, where applicable) and, if the Order is being delivered in instalments, the outstanding balance of Products remaining to be delivered.
6.3 All delivery dates are estimates only and ALLFLEX shall not be liable in damages for any delay in delivery. If ALLFLEX does not deliver within thirty (30) days of the agreed delivery date, the Purchaser may then cancel the order in whole or in part by serving written notice on ALLFLEX to that effect and ALLFLEX shall have no further liability in relation to the cancelled order.
6.4 Products are despatched by a route at ALLFLEX’s discretion. Where the Purchaser requests despatch of the Products by a special method or route (and such special method or route is agreed in advance by ALLFLEX in writing), the Purchaser shall bear the additional cost.
6.5 Delivery shall take place when the Products reach the delivery address designated by (or on behalf of) the Purchaser (as set out in the Purchaser’s order) or are handed over to the carrier nominated by (or on behalf of) the Purchaser (whichever shall occur first). All deliveries must be signed for by the Purchaser (or its appointed representative).
6.6 ALLFLEX may deliver the Products by separate instalments and invoice each instalment separately. Each instalment shall be a separate Contract and no breach, cancellation or termination of any one Contract relating to an instalment shall entitle the Purchaser to repudiate, terminate or cancel any other Contract or instalment, provided however that ALLFLEX may suspend delivery of any instalment whilst payment is overdue in respect of any previous instalment.
7. NON-DELIVERY
7.1 Without prejudice to any other rights or remedies ALLFLEX may have under the Contract and subject to clause 7.3, if following acceptance of the Purchaser’s order, ALLFLEX fails to deliver the Products in accordance with these Conditions, its liability shall be limited to the costs and expenses incurred by the Purchaser in obtaining replacement Products of similar description and quality in the cheapest market available, less the price of the Products. ALLFLEX shall have no liability for any failure to deliver the Products to the extent that such failure is caused by the Purchaser’s failure to provide ALLFLEX with adequate delivery instructions.
7.2 If Purchaser fails to accept delivery of the Products within 3 Business Days of ALLFLEX notifying Purchaser that the Products would be delivered, then except where such failure or delay is caused by events, circumstances or causes beyond Purchaser’s reasonable control or by ALLFLEX'S failure to comply with its obligations under the Contract in respect of the Products, delivery of the Products shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which ALLFLEX notified Purchaser that the Products would be delivered and ALLFLEX shall store the Products until delivery takes place, and charge Purchaser for all related costs and expenses (including insurance).
7.3 ALLFLEX’s obligation to supply Products under the Contract shall, at all times, be subject to the condition that ALLFLEX is able to obtain, or otherwise to produce for itself, a sufficient supply of the Product to sell to the Purchaser and for ALLFLEX’s other uses, obligations and commitments. Nothing in the Contract shall entitle the Purchaser to any priority of supply in relation to the Product as against ALLFLEX or any other clients or purchasers. In the event that the Products are in short supply, ALLFLEX shall notify the Purchaser, and make reasonable endeavours to allocate to the Purchaser a share of such Products as are available to ALLFLEX, as reasonably determined by ALLFLEX in its sole discretion, and the Purchaser hereby agrees that such allocation of Product will be the sole remedy available to the Purchaser in the event of a shortage.
8. LOSS / DAMAGE / DEFECT
8.1 ALLFLEX warrants that on delivery, the Products shall (i) comply with their written specifications in all material respects and (ii) with respect to veterinary medicinal products, have been manufactured in accordance with good manufacturing practice (“GMP”).
8.2 The Purchaser shall inspect the Products immediately upon delivery. The Purchaser must notify ALLFLEX in writing within one (1) Business Day of the delivery if the Purchaser considers that the Products do not comply with the warranty provided in clause 9.1. If no notification is made by that date, the delivery shall be deemed to be in accordance with the Contract, provided that the Purchaser may subsequently notify ALLFLEX in relation to Products that have a latent defect breach of such warranty that was not discovered on any such reasonable inspection. Any such notice must specify the particular defect and the Purchaser must provide ALLFLEX reasonable opportunity to inspect the Products in question upon request.
8.3 If the Products are agreed by ALLFLEX to be in breach of the warranty provided in clause 9.1, ALLFLEX shall credit the invoice value of such Products, and ALLFLEX shall have no further liability to the Purchaser with respect to such Products.
8.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
9. RETURNS
9.1 A Purchaser may return Products within 14 days of receipt of Products. Products must be returned unused, in original packaging, clean and bio hazard free, and in a re-saleable condition. The Products must be accompanied by the relevant Products returns number issued by ALLFLEX, the relevant invoice number relating to the Products and the reason for the return.
9.2 The Purchaser may contact ALLFLEX to organise a return and, only after a valid returns number has been issued to Purchaser, return such Products to ALLFLEX at the Site within 1 week of such number being issued.
9.3 Notwithstanding clause 10.1, a 20% handling charge (subject to a minimum charge of £10) will be payable to ALLFLEX by Purchaser for those Products that are returned.
9.4 In the event that the Products comprise of tags which are marked incorrectly by ALLFLEX, such tags must be returned to ALLFLEX at the Site and ALLFLEX shall replace the tags, refunding the delivery costs incurred by Purchaser in returning the tags provided that the Purchaser uses the most economical postage method.
9.5 Unless otherwise provided in these Conditions, Product returns are subject to ALLFLEX’s returns policy (as may be updated by ALLFLEX from time to time), a copy of which is available upon request.
10. SUB-STANDARD / SURPLUS STOCK
10.1 Any Products sold as sub-standard or surplus stock shall be accepted by the Purchaser in their actual state and condition, and all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded with respect to such stock.
11. RESALE AND EXPORTS
11.1 To ensure that ALLFLEX is able to meet demand for the Product within the UK, the Purchaser shall not actively or passively export, market or sell any Product in or for resale in countries which are not in the UK, or to any third party in the UK which the Purchaser knows is reasonably likely to export, market or sell the Products outside the UK.
11.2 If Product is resold by the Purchaser ALLFLEX shall not be liable for Product due to poor fitting by a third party or any other issue with the Product that is outside the control of ALLFLEX.
12. INTELLECTUAL PROPERTY
12.1 The supply of the Products by ALLFLEX shall not confer any right upon the Purchaser to use any of ALLFLEX’s trademarks without prior written consent of ALLFLEX and at all times such trademarks shall remain the property of ALLFLEX, nor does it imply any right to use any of ALLFLEX’s patents or other intellectual property rights.
13. REPRESENTATION AND WARRANTY
13.1 The Purchaser shall not give any warranty or make any representation purportedly on behalf of ALLFLEX except when expressly authorised by ALLFLEX in writing to do so.
13.2 ALLFLEX does not warrant or represent that the Products shall be fit for any particular purpose other than those stated in the Product specification sheets that are available on the ALLFLEX UK website.
13.3 The full extent of the warranty available for all Products supplied by ALLFLEX can be found at https://www.allflex.global/monitoring-legal-docs/.
14. LIABILITY AND INDEMNITY
14.1 To the fullest extent permissible by law, ALLFLEX shall not, under any circumstances, be liable for any loss of revenue, business contract, sales, anticipated savings, profits, use of data or information, damage to goodwill, or any indirect or consequential loss howsoever arising whether from negligence, breach of contract or otherwise. Nothing in the Contract shall limit or exclude the liability of ALLFLEX for:
a) death or personal injury resulting from negligence; or
b) fraud or fraudulent misrepresentation; or
c) any matter which it would be illegal for ALLFLEX to exclude or attempt to exclude.
14.2 The Purchaser shall indemnify ALLFLEX against all liabilities, costs, expenses, damages and losses (including legal fees and expenses) incurred by ALLFLEX or its affiliates due to any third party claim made against ALLFLEX arising out of, or in connection with, (i) any breach, negligent performance, or failure or delay in performance by the Purchaser, of its obligations under the Contract and/or (ii) any failure by the Purchaser to comply with the laws and regulations that apply to the Purchaser’s use, distribution and/or sale of the Products.
14.3 Subject to clause 15.1, ALLFLEX’s total liability to the Purchaser in respect of all loss or damage arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the average total net value of orders for Product placed, invoiced and paid by the Purchaser in a Contract Year, including any applicable discounts and less any applicable rebates payable by ALLFLEX to the Purchaser in connection with such purchase order(s) in such Contract Year. For the purposes of this clause, “Contract Year” means a twelve (12) month period commencing with the date of ALLFLEX’s written acceptance of the Purchaser’s first purchase order for Products or any anniversary of it.
15. FORCE MAJEURE
15.1 ALLFLEX shall not be liable for any failure or delay in its performance under the Contract due to reasons beyond its reasonable control, including acts of war, acts of God, earthquake, flood, fire, disease, pandemic or epidemic, riot, acts of terrorism, civil commotion, strikes, lock-outs, trade disputes, embargo, sabotage, governmental act, non-performance by suppliers or interruption or failure of utility service. ALLFLEX will provide notice to the Purchaser in such circumstances.
16. TERMINATION
16.1 Without prejudice to any other rights or remedies ALLFLEX may have under the Contract or otherwise, ALLFLEX may, at its discretion, terminate the Contract immediately upon written notice to the Purchaser if:
a) the Purchaser fails to make any payment by the due date or becomes bankrupt;
b) the Purchaser passes a resolution for winding up or a court of competent jurisdiction makes an order that the Purchaser be wound up (in either case) otherwise than for the purpose of bona fide reconstruction or amalgamation;
c) a receiver, trustee in bankruptcy, administrator, administrative receiver or similar officer is appointed over or in respect of the Purchaser’s undertaking, property or assets or any part thereof;
d) the Purchaser makes or attempts to make any arrangement with or for the benefit of its creditors or is unable to pay its debts as they fall due; or
e) the Purchaser ceases to carry on business, in which case ALLFLEX shall have the option to withhold or cancel further deliveries of Products, provided that failure on ALLFLEX’s part to exercise this option in respect of one or more deliveries of Products shall not affect ALLFLEX’s right to exercise it in respect of other deliveries of Products.
16.2 Termination of the Contract, howsoever arising, shall not affect the accrued rights, remedies, obligations and liabilities of the Parties that have accrued as at termination or the enforceability of any provisions of the Contract that are intended to remain in force after its termination.
16.3 On termination of the Contract for any reason, the Purchaser shall immediately pay to ALLFLEX all amounts outstanding under the Contract.
17. GENERAL PROVISIONS
17.1 Conflicts of Interest: In its performance of the Contract, the Purchaser shall adhere to the business practices that are in accordance with the letter and spirit of applicable laws (including, but not limited to, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act 1977), and ethical principles as follows:
a) all transactions in connection with the Contract shall be accurately reflected in the Purchaser’s records, and no funds or other assets shall be paid directly or indirectly to government officials or persons acting on their behalf or to representatives of other businesses for the purpose of influencing government decisions or actions with respect to ALLFLEX’s business;
b) the Purchaser shall conduct its activities hereunder so as to avoid loss or reputational damage to ALLFLEX due to any real or apparent conflict of interest, and to require that all subcontractors comply with such policy in connection with the Contract; and ALLFLEX shall have the right to terminate the Contract, without any penalty or obligation to pay damages, as a result of any breach of this clause by the Purchaser, its employees, agents, representatives, subcontractors or consultants.
17.2 Data Protection: Each Party shall comply with its obligations under Data Protection Law in performing the Contract. For the purposes of these Conditions, “Data Protection Law” means applicable privacy and data protection law, including the Data Protection Act 2018.
17.3 Notices: Any notice required to be served by either Party on the other shall be served at the addresses set on the Purchaser’s purchase order or as otherwise notified by one Party to the other. Notice shall be effective: (i) in the case of service by registered post, two (2) Business Days after the day of un-returned posting; (ii) in the case of e-mail, at the time of delivery (provided that a copy of such notice is sent by registered post, courier or personal service in accordance with this clause); or (iii) in the case of courier service (with delivery receipt) or personal service, when it is delivered. This clause 18.3 does not apply to the service of any proceedings or other documents in any legal action or other method of dispute resolution. For the purposes of these Conditions, “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
17.4 Standard of Care. Each Party shall act in good faith in the performance of its respective duties and responsibilities and will not unreasonably delay or withhold the giving of consent or approval required for the other Party under the Contract. Each Party shall provide a good professional standard of care in its dealings with the other Party and its employees. Each Party shall act in accordance with all applicable law in connection with the performance of its obligations under the Contract.
17.5 Assignment and other dealings: Neither Party may assign, subcontract or otherwise transfer any or all of its rights and obligations under the Contract without the prior written consent of the other Party, provided that ALLFLEX may assign, subcontract otherwise transfer any or all of its rights and obligations under the Contract to its affiliate(s) without the consent of the Purchaser. Following any such assignment, subcontracting or transfer in accordance with this clause 18.5, the terms of the Contract will be binding upon each Party’s respective successor or subcontractor(s).
17.6 Entire Agreement: The Contract constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each Party agrees that it has not relied on and shall have no remedies in respect of any statement, promise, assurance, representation or warranty (whether made innocently or negligently) that are not set out in the Contract. Each Party agrees that its only liability in respect of any representations or warranties that are set out in the Contract (whether made innocently or negligently) shall be for breach of contract.
17.7 Severance: If any provision of the Contract (or part- of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract. shall not be affected. In the event that a provision is found to be unenforceable, the Parties shall substitute that provision with an enforceable provision that preserves the original intent and position of the Parties.
17.8 Changes to the Contract: Unless otherwise agreed in writing by ALLFLEX, the Products are supplied by ALLFLEX only on these Conditions and no variation or addition to these Conditions shall have effect unless ALLFLEX has signed a written agreement specifically referring to those terms and agreeing that they will so apply.
17.9 Rights of Third Parties: A person who is not a party to the Contract shall not have any rights to enforce its terms whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
17.10 Waiver: No single or repeated waiver for any period of time by either Party of any of its rights hereunder shall prejudice its ability to enforce any other rights accrued or accruing under the Contract. A waiver of any term, provision, condition or breach of the Contract shall only be effective if given in writing and signed by the waiving Party, and then only in the instance and for the purpose for which it is given. No failure, delay or omission by either Party in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
17.11 Governing law: The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales. The Parties expressly reject any application of the United Nations Convention on Contracts for the International Sale of Goods to the Contract.
17.12 Jurisdiction: Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Updated: September 2023