These are the terms on which DRL Agri supplies equipment and services (the “products”) to farmers and contractors. By placing an order for products, you agree that these terms apply to your order no variation to these terms, nor any other terms and conditions provided by you shall be of any effect unless such variation or terms are expressly accepted in writing, signed on behalf of DRL Agri. If you have a distribution agreement, then the terms of such agreement may prevail over these terms and you should consult its text.
B. Pre-contractual negotiations:
- Any prices quoted by DRL Agri remain for thirty days (30) and do not include VAT or any other applicable costs.
- You are responsible for ensuring the accuracy of all orders placed and the suitability of the products for your needs and/or needs. In agreeing to purchase you acknowledge that you have not relied upon any advice or representation made by or on behalf of DRL Agri other than any that are confirmed in writing.
- DRL Agri shall not be obliged to supply any particular products and there shall be no contract between you and DRL Agri, unless and until DRL Agri has issued a written acknowledgment of the order, and you have confirmed that the order by the method as set out in the acknowledgment of order (or are deemed to have confirmed that order). The products to be supplied shall be those specified in the written acknowledgment of the order.
C. Contract price:
- Whole goods and stock orders for parts- all prices given will include packaging and delivery to the agreed delivery address. Other parts orders- all prices exclude packaging and delivery.
- DRL Agri reserve the right to vary the contract price if there is, between quotation and supply, any material increase in the cost to DRL Agri of complying with the contract. Details of the reasons for such an increase will be supplied at request.
- The DRL Agri price list and the discounts comprised in the trade terms are indicative only and may be varied from time to time. Notice of such variations will be given as soon as practicable. Such variations shall not unless made pursuant to clause 6, affect orders acknowledged at the time of notification.
D. Contract specifications:
DRL Agri reserves the right at any time to alter product specifications, either if such alterations do not materially affect your requirements or in any event if such alteration is necessary to comply with regulations or legal requirements.
E. Time of delivery:
- Where any time or period has been agreed for the delivery or performance of the products such time is an indication only. Unless otherwise accepted by DRL Agri in writing, time shall not be of the essence. You must make your arrangements accordingly and DRL Agri shall not be liable for any loss arising from a failure to meet such dates. If DRL Agri fails to deliver the goods or perform the services, its liability shall be limited to the costs and expenses incurred by you in obtaining replacement products of similar description and quality in the cheapest market available, less the price of the products.
- In the case of goods, delivery shall be deemed to take place when:
- Where you are arranging the delivery, at the time the goods are placed into the possession of your nominated courier; and
- Where DRL Agri is arranging delivery when the goods are unloaded at the address for delivery.
- If you fail to take delivery of the goods within 3 days of DRL Agri notifying you that the goods are ready then:
- Delivery of the goods shall be deemed to have taken place at 9 am on the 4thday after DRL Agri gave you notice that the goods were ready; and
- DRL Agri (or an agent or subcontractor on its behalf) may store the goods under delivery takes place and charge you for all related costs and expenses (including insurance).
F. Force majeure:
- DRL Agri shall not be liable for any failure to comply with any part of the contract if such failure is due to circumstances beyond their reasonable control. DRL Agri shall notify you of the existence of such circumstances. Where these are likely to result in a delay for a period of one month beyond the indicated delivery date you may terminate the contract. If DRL Agri’s ability to perform any part of the contract is dependent upon the existence of a license or contract from another the termination of such license or contract shall be deemed a circumstance beyond their reasonable control.
G. Quality of products:
- Subject to the remaining provisions of this clause 11, DRL Agri warrants that under normal use and service, it be free from defects in material and workmanship for a period of 3 months from the date of delivery to you (warranty period).
- All warranties, conditions, or other terms implied by statute or common law in respect of the products are excluded to the fullest extent permitted by law. The only remedies in respect of defective products shall be the rights set out in this clause 11.
- Give notice in writing to DRL Agri during the warranty period, and within a reasonable time of discovery, that the product supplied does not comply with the warranty given above;
- Give DRL Agri a reasonable opportunity of examining the machine or the damaged or defective parts; and
- If requested by DRL Agri, return damaged or defective parts within 30 days of notification of a defect,
- Then DRL Agri shall, at its option, repair or replace the defective product, or refund the price of the defective product.
- DRL Agri will not be liable for the machine’s failure to comply with this warranty in any of the following circumstances:
- Any repairs or modifications are carried out without DRL Agri’s prior consent to the work being done;
- Where damage or depreciation is caused by normal wear and tear;
- Where any non-genuine DRL Agri parts have been fitted or used within the product;
- Willful or accidental damage, damage caused by foreign objects (e.g. Stones, metals, and any materials other than those suitable for the product’s intended use);
- Where damage or depreciation is caused by neglect or failure to carry out proper maintenance as recommended in the DRL Agri operators manual;
- Where damage or depreciation caused by abnormal or in-proper use in accordance with DRL Agri recommendations and/or as per the operating instructions;
- Where you or any third party continues to use the product after notifying a defect to DRL Agri, or after becoming aware of such a defect.
- This warranty shall not apply in respect of:
- Chains, bearings, or any other items which are considered to be a normal wearing or consumable item; and
- Items not manufactured by DRL Agri such as trade accessories e.g. Tyres, belts, hydraulic motors, hydraulic valves, and PTO shafts.
- DRL Agri shall have no liability to you under the warranty given in this clause to the extent DRL Agri is liable to the end user of the product under any warranty given to the end user.
- DRL Agri warrants that any part or components supplied by DRL Agri in accordance with the warranty in this clause 11 are free from defects in material or workmanship from the date of sale to the for 3 months. DRL Agri will at its option, either repair or replace the defective part free of charge. You shall be responsible for labor and all freight charges to and from the place where the warranty work is performed.
- Subject to the 3rd clause of 12, DRL Agri shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
- Loss of profit;
- Loss of or damage to goodwill;
- Loss of contract, business, or business opportunity;
- Indirect or consequential loss.
- Subject to the 3rd clause of 12, the total liability of DRL Agri to you in respect of all losses arising under or in connection with the supply of the products, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the products paid by you.
- Nothing in these terms shall limit or exclude DRL Agri’s liability for death or personal injury caused by its negligence or the negligence of its employees’ agents or subcontractors, fraud or fraudulent misrepresentation, breach of the terms implied by section 12 of the sale of goods act 1979, or any other matter in respect of which it would be unlawful for DRL Agri to exclude or restrict liability.
H. Payment terms:
- DRL Agri may raise their invoice, in the case where goods are to be collected from DRL Agri’s premises, on your being notified that the goods are available for collection and, in any other case on delivery of the goods or performance of the services. All invoices are payable in accordance with the payment terms specified by DRL Agri in the order acknowledgment, and payments must be made in full and clear funds without setoff or deduction. These payment terms may be varied in accordance with clause 7. In the event that payment is not made on the agreed payment date DRL Agri may, in addition to all other remedies;
- Require you to pay interest under the late payment, and require you to pay any debt recovery costs as outlined under that act;
- Suspend any deliveries of goods or performance of services under any contract with you; and/or
- Terminate the contract with you without further liability
- In the event that you make a voluntary arrangement with your creditors, become subject to an administration order, go into liquidation, become bankrupt or a receiver is appointed of any of your property or assets or you cease or threaten to cease, to carry on business, or if DRL Agri reasonably suspects that any of the foregoing may be about to happen then in any such case;
- DRL Agri shall be entitled but not obliged to cancel the contract without further liability.
- If the products are delivered or performed but not paid for the price shall become immediately due and payable notwithstanding any previous agreement to the contrary.
I. Retention of title and risk:
- Risk in the goods shall pass on payment of the goods or on completion of delivery of the goods to the agreed delivery address, whichever is earlier.
- The legal and beneficial title to the goods supplied by DRL Agri shall not pass to you until the earlier of:
- When DRL Agri receives payment in full (in cash or cleared funds) for the goods, in which case title to the goods shall pass at the time of payment; and
- You resell the goods, in which case the title to the goods shall pass to you at the time specified in clause 18.
- Until title to the goods has passed to you, you shall:
- Store the goods separately from all other goods held by you so that they remain readily identifiable as DRL Agri’s property;
- Not remove, deface or obscure any identifying mark or packaging on or relating to the goods;
- Maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
- Notify DRL Agri immediately if you become subject to any of the events listed in clause 14; and
- Give DRL Agri such information relating to the goods as DRL Agri may require from time to time.
- Subject to clause 19, you may resell or use the goods in the ordinary course of your business (but not otherwise) before DRL Agri receives payment for the goods. However, if you resell the goods before that time, the title to the goods shall pass from DRL Agri to you immediately before the time at which resale occurs.
- If before title to the goods passes to you, you become subject to any of the events listed in clause 14, then, without limiting any other right or remedy DRL Agri may have:
- Your right to resell the goods or use them in the ordinary course of its business ceases immediately; and
- DRL Agri may at any time:
- Require you to deliver up all goods in your possession that have not been resold, or irrevocably incorporated into another product; and
- If you fail to do so promptly, enter any of your premises or those of any third party where the goods are stored in order to recover them.
- If any provision of these conditions is held to be invalid or unenforceable in whole or in part, the validity of the other provisions and the remainder of the provision in question shall not be affected.
- Each contract to supply products is a separate contract governed by these terms and a breach of one contract shall not entitle you to any remedy in respect of another.
- These terms, and any other agreements or documents referred to within them, constitute the entire agreement between you and DRL Agri, and supersede and extinguish all previous agreements, promises, assurances, warranties, representations, and understandings between you and DRL Agri, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in these terms or any other agreements or documents referred to within them,
- These terms and the contract to provide the products, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with the law of the country.
J. Applicable law:
- These general conditions are subject to the application of Belgian law. The parties undertake to seek an amicable solution to any dispute that may arise from the interpretation or execution of the Contract. If they do not succeed, the parties will submit the dispute to the Commercial Court.
- The Belgian courts of Namur have sole jurisdiction over all types of disputes between the parties.