IRELAND’S FARM MACHINERY LTD

TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES AND REPAIRS TO MACHINERY AND EQUIPMENT

These Terms and Conditions (‘Terms’) form part of the contract between the Supplier and the Customer (unless otherwise previously agreed in writing) for the Provision of Services to the Customer (‘Contract’).

1. Interpretation

1.1. In these Terms:

“Confidential Information” means (whether or not in a material form) all information concerning the Supplier, the Supplier’s  business, including but not limited to all market information and Intellectual Property (whether registered or unregistered), designs and data sheets, marketing and sales reports, financial reports and documents, disclosed or communicated  to the Receiving Party in any form or manner by the Supplier or by representatives of the Supplier,  and all copies of the information and notes and records forming part of the Confidential Information;

“Contract” means this contract for the supply of Services, any related Service Request and any Service Request Response;

“Customer” means the person or business making the Service Request;

“Data Protection Legislation” means (i) the General Data Protection Regulation (EU 2016/679); (ii) the Privacy and Electronic Communications (EC Directive) Regulations 2003; (iii) any legislation implemented in connection with the General Data Protection Regulation; (iv) the Data Protection Act 2018; and (v) any replacement legislation in respect of any of the same coming into effect from time to time and in each case as amended, extended or superseded from time to time.

“Intellectual Property” or “Intellectual Property Right” means any patent, registered design, trademark, copyright, trade secret or any other proprietary right of a party or parties, registered or unregistered, in any country;

“Output Material” means any documents or other materials, and any data or other information provided and or collected by the Supplier relating to the Services or any such information data documents or materials arising from the supply of Services;

“Service Request” means a request from the Customer for Services to be carried out by the Supplier whether in writing or otherwise;

“Service Request Response” means a response to a Service Request from the Customer to the Supplier whether in writing or otherwise

‘’Services’’ means agricultural and ground care machine and equipment services and repairs to be provided by the Supplier for the Customer as specified in the Service Request;

“Supplier” means Ireland’s Farm Machinery Ltd whose registered office is at Main Road, Carrington, Boston, Lincolnshire PE22 7HX;

“Terms” means the standard terms of service as set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Customer and the Supplier;

“Writing”, and any similar expression, includes facsimile transmission and comparable means of communication and electronic mail.

1.2. A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant

1.3. The headings in these Terms are for convenience only and shall not affect their

1.4. The Customer can find everything it needs to know about Ireland’s Farm Machinery Ltd and its services on the website, or from its sales or service staff before the Customer place a Service Request.

In this Contract:

1.5. words importing the singular number include the plural number and vice versa;

1.6. words importing persons include firms, companies, and corporations and vice versa;

1.7. any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;

1.8. where the word ‘including’ is used in this Contract, it shall be understood as meaning ‘including without limitation’.

2. Basis of the Supply

2.1. The supply of Services by the Supplier shall be subject to these The Service Request is confirmation of the Customer’s acceptance of this Contract and the Terms.

2.2. No order or instructions submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in Writing by the Supplier’s authorised representative.

2.3. No variation to these Terms shall be binding unless agreed in Writing between the authorised representatives of the Customer and the Any changes or additions to the Services must be confirmed in Writing by the authorised representatives of the Supplier and Customer.

2.4. The Supplier’s employees or agents are not authorised to make any representations concerning the Services and the Customer shall not rely on any such representations unless confirmed by the Supplier to the Customer in Writing.

2.5. In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.

2.6. Nothing in this Contract shall create, or be deemed to create a partnership between the parties.

3. Orders and specifications

3.1. The quantity, quality and description of the Services and any specification for them shall be as set out in the Service Request unless otherwise agreed in Writing between the Customer and the Supplier.

3.2. The Customer shall be responsible for giving to the Supplier at the Customer’s own expense any necessary documents or other materials and all data and information relating to the Services within a sufficient time to enable the Supplier to perform the Contract in accordance with the Terms.

3.3. The Customer shall be responsible to the Supplier for ensuring the accuracy of any information supplied by the Customer and responsible for the accuracy of the terms in the Service Request (including any applicable specification).

3.4. No request for Services which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in Writing of the Supplier and on terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of cancellation.

4. Rights in Output Material

4.1. The property and any copyright or other intellectual property rights in any Output Material or subsequent development of the machinery, equipment or processes used shall, unless otherwise agreed in Writing between the Customer and the Supplier, belong to the Supplier

4.2. All and any Output Material shall be kept confidential by the Customer; but the foregoing shall not apply to any documents or other materials, data or other information which are public knowledge at the time when they are so provided to the Customer by the Supplier and shall cease to apply if at any future time they become public knowledge through no fault of the Customer

4.3. The Customer warrants that any information data documents or material and its use by the Supplier for the purpose of supplying the Services will not infringe the Intellectual Property Right of any third party, and the Customer shall indemnify the Supplier against any loss, damages, costs, expenses, or other claims arising from any such infringement.

5. Price of the Services and deposits

5.1. The price of the Services shall be as estimated by the Supplier after receipt of the Service Request unless otherwise agreed in Writing between the Customer and the All prices estimated are valid for 30 days only or until earlier acceptance by the Customer, after which time they may be altered by the Supplier without giving notice to the Customer.

5.2. The prices stated for the Services which are requested in the Service Request are exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Supplier.

5.3. The Supplier will adjust the rate of VAT payable if the rate of VAT changes between the Order date and the date the service is supplied, unless the Customer has already paid in full before the change in the rate of VAT takes effect.

5.4. The Supplier shall be entitled to vary the Prices set out in the Service Request and or any Service Request Response from the Supplier and or its Terms from time to time by giving reasonable notice in writing to the Customer.

5.5. The Supplier can, at its sole discretion, request a deposit payment from the Customer. The deposit will be as agreed by the parties at the point of the Service Request Response being provided by the Supplier and must be paid as soon as is reasonably practicable by way of card payment, BACS payment, electronic transfer or cleared cheque. Any deposit paid by the Customer is to be non-refundable unless the Supplier is unable to provide the Services for any reason within its direct control within a reasonable time frame.

6. General Terms

6.1. These Terms (together with the terms, if any, set out in the Service Request and any Service Request Response) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in Writing between the parties.

6.2. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by No warranty or guarantee whatsoever is given by the Supplier in connection with the Services except as expressly provided in these Terms.

6.3. No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.

6.4. The Customer acknowledges it has read and agrees to the terms of the Supplier’s Privacy Policy which can be found on the Supplier’s website: irelandsgroup.co.uk

6.5. The Supplier shall not be liable or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations in relation to the Services, if the delay or failure was directly or indirectly due to any cause beyond the Supplier’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Supplier’s reasonable control:

a) act of God, explosion, flood, tempest, fire, or accident;

b) war or threat of war, sabotage, insurrection, civil disturbance, or requisition;

c) acts, restrictions, regulations, bye- laws, prohibitions, or measures of any kind on the part of any governmental, parliamentary or local authority;

d) pandemic or epidemic (including COVID related delays or failures);

e) import or export regulations or embargoes;

f) strikes, lockouts or other industrial actions or trade disputes (whether involving employees of The Supplier or of a third party);

g) difficulties in obtaining raw materials, labour, fuel, parts, or machinery;

h) power failure or breakdown in machinery; or

i) any other cause whatsoever, whether or not of a like nature to those specified herein.

6.6. The Supplier may perform any of the obligations undertaken by it and exercise any of the rights granted to it under this Contract through any other company which at the relevant time is its holding company or subsidiary or the subsidiary of any such holding company, and any act or omission of any such company shall for the purposes of this Contract be deemed to be the act or omission of the Supplier.

6.7. The Supplier may carry out its obligations under this Contract through any agents or sub suppliers appointed by it in its absolute discretion for that purpose.

6.8. For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Contract is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

6.9. The Contract shall be governed by the laws of England, and the Customer agrees to submit to the exclusive jurisdiction of the English courts.

6.10. Each Party (‘Receiving Party’) shall keep the Confidential Information of the other Party (‘Supplying Party’) confidential and secret, whether disclosed to or received by the Receiving The Receiving Party shall only use the confidential information of the Supplying Party for the Purpose and for performing the Receiving Party’s obligations under the Contract. The Receiving Party shall inform its officers, employees, and agents of the Receiving Party’s obligations under the provisions of this Clause 6.9, and ensure that the Receiving Party’s officers, employees and agents meet the obligations.

6.11. The obligations of Clause 10 shall not apply to any information which:

a) was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Providing Party;

b) is, or becomes, publicly available through no fault of the Receiving Party;

c) is provided to the Receiving Party without restriction or disclosure by a third party; who did not breach any confidentiality obligations by making such a disclosure;

d) was developed by the Receiving Party (or on its behalf) who had no direct access to, or use or knowledge of the Confidential Information supplied by the Supplying Party; or

e) is required to be disclosed by order of a court of competent

6.12. Clauses 9 to 6.11 shall survive termination of this Contract for a period of five years.

6.13. The Customer may not, assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Contract without the prior written agreement of the Supplier.

6.14. The Supplier may at any time assign, sub-contract, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this agreement. Furthermore, the Supplier may novate its obligations to a third party without requiring the consent of the Customer and the Customer shall execute all such documents as may be reasonably required to vest the benefit and the burden of this agreement in such third party.

6.15. The Supplier reserves the right to nominate a third party to carry out its obligations under these Terms.

6.16. The Customer hereby waives all and any future claims and rights of set off against any sums due to the Supplier under this Contract and agrees to pay the sums due to the Supplier under this Contract regardless of any equity, set off or cross claim on the part of the Customer against the Supplier.

6.17. To the full extent permitted by law, the Customer shall be solely responsible for and hold the Supplier fully indemnified against all claims, demands, liabilities, losses, damages, proceedings, costs, and expenses suffered or incurred directly or indirectly by the Supplier as a result of any breach or default on the part of the Customer or its representatives in the discharge of its obligations under this Contract.

7. Terms of Supply

7.1. The Services shall be provided in accordance with the Service Request and otherwise in accordance with the Supplier’s current brochure or other published literature relating to the Services from time to time, subject to this Contract.

7.2. Further details about the Services, and advice or recommendations about its provision or utilisation, which are not given in the Supplier’s brochure or other promotional literature, may be made available on Written request.

7.3. Any dates agreed (including those in the Service Request) for the supply of the Services are approximately only and the Supplier shall not be liable for any delay in the supply of the Services howsoever The time for the supply of the Services to the Customer shall not be of the essence of the Contract unless previously agreed by the Supplier in Writing.

8. Charges

8.1. The Supplier shall be entitled to invoice the Customer following the end of each month in which Services are provided, or at other times agreed with the Customer.

8.2. The Customer shall make payment within 30 days of the date of the Supplier’s invoice.

8.3. The Customer shall pay:

a) the price of the Services; and

b) any additional sums which are:

i) agreed between the Supplier and the Customer; and or

ii) in the Supplier’s sole discretion required as a result of the Customer’s instructions or lack of instructions, the inaccuracy of any information, material, documents or data provided by the Customer or any other cause attributable to the Customer; within 30 days of the date of the Supplier’s The time of payment of the price shall be the essence of the Contract. Receipts for payment will be issued only on request.

8.4. If the Customer fails to make any payment on the due date, then, without limiting any other right or remedy available to the Supplier and without any liability to the Customer, the Supplier may at its option:

a) cancel the Contract;

b) cancel or suspend any further performance of Services to the Customer; or

c) charge the Customer interest (both before and after any judgment) on the amount unpaid at the rate of 5 per cent per annum above the Bank of England base rate from time to time accruing daily until payment in full is made.

9. Warranties and Liability

9.1. The Supplier warrants to the Customer that the Services will be provided using reasonable care and Where the Supplier supplies in connection with the provision of the Services any goods or materials supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise.

9.2. The Supplier shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any documentation, material, data, information or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer.

9.3. All Services, which are the subject of a warranty claim, must be inspected by the Supplier for evaluation before any warranty claim is approved.

9.4. To the extent permissible at law, the Supplier shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any direct, indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplier, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Customer, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the amount of the Supplier’s charges for the provision of the Services under these Terms.

9.5. The Supplier’s liability is limited, to the extent permissible by law and at the Supplier’s option, limited to the following:

a) supplying the Services again; or

b) paying of the cost of having the Services supplied again.

9.6. To the extent permitted at law, all other warranties whether implied or otherwise, not set out in these Terms or in another warranty document given by the Supplier are excluded.

9.7. The Supplier shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations in relation to the Services.

9.8. The Supplier may delay for any length of time the provision of the Services in the event that it becomes aware of any matter which may pose a risk to the health or well-being of any of the Supplier’s staff or agents without liability to the Customer for any loss caused.

10. Duration and termination

10.1. The Supplier may terminate the Contract at any time by serving not less than two weeks’ notice in Writing on the Customer without incurring any responsibility or liability to the Customer for any loss or damage caused as a result of such termination.

10.2. If any of the following events occur or if the Supplier reasonably apprehends that any of the following events are about to occur in relation to the Customer and notifies the Customer accordingly; then in each and every such case the Supplier may at its option terminate this Contract immediately on giving the Customer written notice without any liability to the Customer and if any Services have been supplied then the price for those Services will become immediately due and payable to the Supplier notwithstanding any previous agreement to the contrary:

a) if the Customer is unable to pay its debts as they fall due; or

b) if any distress, execution, or other legal process shall be levied against any of the Customer’s goods or other property or the Customer shall permit any judgment against it to remain unsatisfied for seven days; or

c) if the Customer, being an individual, shall die, shall suffer an interim order (within the meaning of the Insolvency Act 1986) to be made against him or enter into a voluntary arrangement or suffer the making of a statutory demand or the presentation of a petition for a bankruptcy order; or

d) if the Customer, being a body corporate, shall enter into any liquidation, shall call any meeting of its creditors or shall have a receiver or receiver manager of all or any of its undertaking or assets appointed, or shall suffer the appointment or the presentation of a petition for the appointment of an Administrator under the provisions of Part II of the Insolvency Act 1986, or shall be deemed by virtue of section 123 of the Insolvency Act 1986 to be unable to pay its debts, then in each and every such case the Supplier may at its option terminate this agreement immediately on giving the Customer written notice; or

e) the Customer ceases, or threatens to cease, to carry on business.

10.3. The Customer shall upon any termination under clauses 1 to 10.2 above pay to the Supplier:

a) all arrears of the price for the Services then due and all other sums accrued due and unpaid at the date of termination, together with interest thereon payable under clause 8 hereof;

b) compensation for the loss suffered by the Supplier as a result of such termination, such loss being determined by the Supplier having regard to all relevant circumstances;

c) any other sums which are or become due to the Supplier or to which the Supplier is entitled by way of damages; and

d) any other sums which the Supplier becomes due to pay as a result of termination (including but not limited to bank charges).

10.4. The termination of this Contract shall not affect any rights of the Supplier or liabilities of the Customer subsisting at the date of termination.

10.5. On termination of this Contract howsoever or whenever occasioned the Customer shall (unless otherwise agreed with the Supplier) return all and any property of the Supplier to the Supplier at such address as the Supplier may direct in good order and in good working condition and at the Customer’s expense and risk. Without prejudice to the foregoing or to the Supplier’s claim for any arrears of sums due from the Customer under this Contract, the Supplier or its authorised representatives may at any time after such termination of this Contract without notice take all steps necessary (including legal action) to retake possession of the Supplier’s property and for such purpose enter upon any premises belonging to or in the occupation or control of the Customer and the Customer shall be responsible for all costs, charges and expenses so incurred in retaking possession of the Supplier’s property as The Customer shall also bear the reasonable costs incurred by the Supplier at any time in ascertaining the whereabouts of the Supplier’s property and/or the Customer.

11. Data Protection

11.1. To the extent that either party processes Personal Data on the other party’s behalf, such party shall take all such measures that may be required to ensure compliance with the obligations set out in the Data Protection Legislation.

12. This clause 12 only applies when the Customer is deemed to be a consumer under the Consumer Rights Act 2015: Something Wrong with the Service provided by the Supplier.

12.1. If the Customer thinks there is something wrong with the service, the Customer must contact the Supplier. The Customers legal rights are summarised below, and these are subject to certain exceptions. For detailed information please visit the Citizens Advice website citizensadvice.org.uk

12.2. The Consumer Rights Act 2015 says:

a) The Customer can ask the Supplier to repeat or fix a service if its not carried out with reasonable care and skill or get some money back if the Supplier cannot fix it.

b) If a price hasn’t been agreed upfront, what the Customer is asked to pay must be reasonable.

c) If a time hasn’t been agreed upfront, it must be carried out within a reasonable time.

12.3. The Supplier will do its best to resolve any problems the Customer may have with the Supplier or the Services.

12.4. The Customer should be aware that Alternative Dispute Resolution is an optional process where an independent body considers the facts of a dispute and seeks to resolve it, without the parties having to go to court.