ASA Applications Ltd

Registered office: The Barn, Church Farm, High Street, Gringley on the Hill, Doncaster, DN10 4QP | Company No.: 16978347

VAT No.: 511606430

Email: sales@asa-applications.com  

Website: www.asa-applications.com 

1. Definitions

“Company” means ASA Applications Ltd.

“Buyer” means the person, firm or company purchasing Goods from the Company.

“Goods” means products agreed to be supplied by the Company, including agricultural liquid-fertiliser application nozzles, Streambar products, NutriJet products and related components or accessories.

“Contract” means the contract between the Company and the Buyer for the sale of Goods, incorporating these terms.

“Order” means the Buyer’s order for Goods, whether submitted in writing or by another method accepted by the Company.

2. Application of these terms

These terms apply to all quotations, order acknowledgements and sales of Goods by the Company unless the Company expressly agrees otherwise in writing.

These terms take precedence over any terms proposed by the Buyer, including terms contained in a purchase order, unless the Company expressly accepts those terms in writing.

These terms apply to business-to-business sales only. They are intended for trade customers, including distributors, dealers and other businesses. They are not intended for consumer purchases.

A quotation is an invitation to place an order and is not binding until the Company accepts the Order in writing or begins fulfilling it. The Company may decline an Order.

Any amendment to the Contract must be agreed in writing by an authorised representative of the Company.

3. Product information and specifications

Product descriptions, drawings, photographs, samples, dimensions, flow rates, performance information and other technical data are provided to describe the Goods and assist selection. Unless expressly stated in the Company’s written order acknowledgement, they are not guaranteed specifications.

The Buyer is responsible for determining that the Goods are suitable for the Buyer’s equipment, application, operating conditions and intended use, and for checking compatibility before ordering.

The Company may make changes to the design, materials or specification of Goods where these do not materially reduce their agreed functionality or where required by law, safety or regulatory requirements. The Company will notify the Buyer of any material change to an agreed specification where reasonably practicable.

Nothing in this clause permits the Company to supply Goods that do not conform to an expressly agreed written specification.

4. Prices and quotations

Prices are those confirmed by the Company in writing. Unless stated otherwise, prices are exclusive of VAT, sales taxes, customs duties, import charges, delivery, carriage and insurance, and other applicable charges. The Buyer is responsible for carriage and delivery charges, together with any applicable insurance, customs duties, import charges and taxes, unless the Company expressly agrees otherwise in writing.

Quotations are valid for the period stated in them or, if no period is stated, for 30 days from the date of quotation. The Company may correct obvious clerical or pricing errors before accepting an Order.

The Company may adjust a quoted price before accepting an Order to reflect changes requested by the Buyer, changes in taxes or duties, or material changes in costs outside the Company’s reasonable control. Once an Order is accepted, a price change requires the Buyer’s agreement unless the Contract expressly provides otherwise.

5. Orders and cancellation

The Buyer is responsible for ensuring that its Order and any specifications or instructions supplied are complete and accurate.

Once accepted, an Order may not be cancelled, suspended or varied by the Buyer without the Company’s written agreement. The Company may make its agreement conditional on payment of costs, commitments, work already carried out and any reasonable loss arising from the cancellation or variation.

Custom-made, specially configured or non-standard Goods may not be cancelled or returned once manufacture or procurement has started, except with the Company’s written agreement or where required by law.

6. Delivery and risk

Delivery dates are estimates unless the Company expressly agrees in writing that a date is binding. Time for delivery is not of the essence unless expressly agreed in writing.

Delivery shall be made to the address or delivery point agreed in the Contract. The Buyer shall provide accurate delivery information and ensure that the delivery location is accessible and suitable.

Risk in the Goods passes to the Buyer on delivery. If the Buyer wrongfully fails to take delivery, risk passes when the Company has tendered delivery and the Company may store the Goods at the Buyer’s cost.

For international orders, the delivery term and allocation of transport, insurance, export and import responsibilities shall be as stated in the Company’s order acknowledgement. If an Incoterms rule is specified, the stated rule and version shall apply.

The Company is not liable for delay caused by the Buyer, its carrier, customs procedures or circumstances outside the Company’s reasonable control. This does not affect any rights that cannot lawfully be excluded.

7. Inspection, shortages and complaints

The Buyer should inspect the Goods promptly on delivery. Any apparent transit damage, shortage or incorrect delivery should be notified to the Company in writing within seven calendar days of delivery, with reasonable supporting details and photographs where available.

Any claim that Goods do not conform to the Contract should be notified to the Company in writing within a reasonable time after the issue is discovered, describing the issue and the affected Goods. The Buyer shall give the Company a reasonable opportunity to inspect the Goods and investigate the claim.

The notice periods above help the Company investigate and resolve issues promptly; they do not exclude rights or remedies that cannot lawfully be excluded or restrict a claim where the Buyer could not reasonably have discovered the issue within that period.

The Buyer must retain affected Goods and packaging and follow the Company’s reasonable instructions concerning inspection, return or preservation of evidence.

8. Returns

Goods may only be returned with the Company’s prior written authorisation and must be returned in the condition and manner specified by the Company.

Unless the Goods are faulty, damaged, incorrectly supplied or a return is otherwise required by law, the Company may refuse a return or apply a reasonable handling or restocking charge. The Buyer is responsible for return carriage and risk in transit unless the Company agrees otherwise in writing.

Nothing in this clause limits any remedy available to the Buyer under applicable law.

9. Payment

Unless otherwise agreed in writing, payment in full is required before dispatch of the Goods. The Company is not obliged to dispatch any Goods until cleared funds have been received. Any alternative payment terms must be expressly agreed in writing by the Company.

Payment is not treated as received until cleared funds have been received by the Company. The Buyer may not withhold, deduct or set off sums due except where required by law or agreed in writing by the Company.

If the Buyer fails to pay an amount by its due date, the Company may charge interest and recover compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 where applicable, and may suspend further deliveries after giving any notice required by law or the Contract.

All sums which are properly due become payable immediately on termination of the Contract, without prejudice to any other rights or remedies.

The Company may require payment in advance, a deposit, credit support or revised credit terms before accepting or continuing to fulfil an Order.

10. Title and retention of ownership

Ownership of the Goods does not pass to the Buyer until the Company has received in full, in cleared funds, all sums due from the Buyer to the Company for the Goods and any other sums then due from the Buyer to the Company.

Until ownership passes, the Buyer shall, so far as reasonably practicable, store the Goods separately, keep them identifiable as the Company’s property, preserve their condition and maintain appropriate insurance for their full replacement value. The Buyer shall not remove or obscure identifying marks.

Until ownership passes, the Buyer may resell the Goods in the ordinary course of its business as principal, unless the Company has notified the Buyer in writing that this right is suspended due to overdue payment or a material breach. Any proceeds of resale shall be held for the Company to the extent permitted by law and shall be applied towards sums due.

If the Buyer fails to pay an amount due or becomes subject to an insolvency event, the Company may, to the extent permitted by law, require the Buyer to make the Goods available for collection. The Company shall not enter premises without permission or other lawful authority.

The Company’s rights under this clause do not prevent it from bringing a claim for the price of the Goods.

11. Product use and Buyer responsibilities

The Buyer shall ensure that the Goods are selected, installed, operated, cleaned, stored and maintained in accordance with the applicable product instructions, technical information and any relevant equipment manufacturer recommendations.

The Buyer is responsible for ensuring that its equipment and application system are suitable for the Goods and for complying with applicable laws, regulations, health and safety requirements, environmental requirements and any relevant instructions for handling liquid fertilisers or other substances.

Performance may be affected by factors outside the Company’s control, including operating pressure, flow, liquid properties, wear, blockage, installation, maintenance, equipment condition and operating technique. The Company does not guarantee a particular agronomic outcome or application result unless expressly agreed in writing.

The Buyer shall not modify, misuse or use the Goods outside their stated or agreed operating parameters. The Buyer shall promptly stop using Goods where it reasonably believes continued use may create a safety risk or cause damage.

12. Warranty

Subject to the rest of this clause, the Company warrants that, at delivery, the Goods will materially conform to any specification expressly agreed in writing by the Company and will be free from material defects in materials and workmanship for 12 months from delivery.

This warranty does not cover fair wear and tear, consumables, blockage, corrosion or damage caused by unsuitable fluids, contamination, incorrect installation, misuse, accident, neglect, improper storage, lack of maintenance, unauthorised modification, or use outside the applicable instructions or operating parameters.

If the Buyer makes a valid warranty claim and the Company confirms that the Goods are covered, the Company may, at its option and to the extent permitted by law, repair or replace the affected Goods or refund the price paid for them. These remedies are subject to the Buyer providing reasonable access to the Goods and following the Company’s return or inspection instructions.

Except for the express warranty in this clause and any terms that cannot lawfully be excluded, all other warranties and conditions are excluded to the fullest extent permitted by law. Nothing in these terms limits statutory rights or remedies that cannot be excluded.

13. Limitation of liability

Nothing in the Contract excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be excluded or limited.

Subject to the preceding paragraph, the Company shall not be liable for indirect or consequential loss, loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of production, loss of use, loss of contracts or loss of goodwill, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.

Subject to the first paragraph of this clause, the Company’s total aggregate liability arising out of or in connection with the Contract shall not exceed the price paid or payable for the Goods giving rise to the claim.

The Company shall not be liable to the extent that loss or damage is caused by inaccurate information or instructions supplied by the Buyer, failure to follow product instructions, unsuitable equipment or operating conditions, or any modification or repair not authorised by the Company.

The Buyer shall take reasonable steps to mitigate any loss it suffers. The limitations in this clause apply only to the extent permitted by applicable law.

14. Intellectual property

All intellectual property rights in the Goods, designs, drawings, specifications, product names, technical materials and other materials supplied by the Company remain with the Company or its licensors. No intellectual property right is transferred to the Buyer except for the limited right to use and resell the Goods in the ordinary course of business.

The Buyer shall not copy, reproduce, reverse engineer or use the Company’s designs, drawings or confidential technical information to manufacture or have manufactured competing products, except to the extent such restriction is prohibited by law or the Company has agreed otherwise in writing.

The Buyer shall not remove or alter trade marks, product labels or other proprietary notices on the Goods without the Company’s written consent.

15. Suspension and termination

The Company may suspend deliveries or terminate the Contract by written notice if the Buyer commits a material breach and, where the breach can be remedied, fails to remedy it within a reasonable period after being asked to do so; fails to pay an amount due; or becomes insolvent, ceases trading or is subject to an analogous insolvency process.

On termination, all sums properly due to the Company become payable immediately. Termination does not affect rights or liabilities accrued before termination or any provision intended to continue after termination.

16. Force majeure

The Company shall not be in breach of the Contract or liable for delay or failure to perform to the extent caused by events beyond its reasonable control, including natural events, extreme weather, fire, flood, epidemic, war, terrorism, civil unrest, sanctions, government action, labour disputes, interruption of transport or utilities, supplier failure, shortages of materials or components, or disruption to manufacturing or logistics.

The Company shall notify the Buyer as soon as reasonably practicable and may extend delivery dates, allocate available supplies reasonably between customers, suspend performance or cancel the affected part of the Contract if the event continues. The Buyer shall pay for Goods already supplied and any work or non-cancellable commitments reasonably incurred for the Order.

17. General

If any provision of these terms is found to be invalid or unenforceable, it shall be treated as modified to the minimum extent necessary or, if that is not possible, deleted. The remaining provisions shall continue in effect.

The Buyer may not assign or transfer the Contract without the Company’s prior written consent. The Company may assign or subcontract its rights or obligations provided this does not materially reduce the Buyer’s rights.

No person other than the parties to the Contract shall have rights to enforce its terms under the Contracts (Rights of Third Parties) Act 1999.

These terms and the Contract constitute the entire agreement between the parties concerning the sale of the Goods and replace prior discussions or understandings on that subject, except for any fraud or fraudulent misrepresentation.

Any notice under the Contract shall be in writing and sent by email or to the relevant business address notified by the receiving party. An email notice is deemed received when no delivery failure notification is received, provided it is sent during the recipient’s normal business hours; otherwise, it is deemed received on the next business day.

18. Governing law and jurisdiction

The Contract and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, shall be governed by the law of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract, unless the Company expressly agrees otherwise in writing.