Introduction

The General Terms and Conditions of Sale and Delivery are set out to define as clearly as possible the mutual rights and obligations of the buyer and the seller. The General Terms and Conditions of Sale and Delivery contain the standard rules that apply to the sale and delivery of our products.

Description

General Terms and Conditions of Sale and Delivery of Brookfield Farm, Coolbawn, Nenagh, Ireland.

Article 1. Application of These General Terms and Conditions

1. These General Terms and Conditions apply to all offers and all agreements made between Brookfield Farm, hereinafter to be called the Seller, and the Buyer, except in so far as expressly provided otherwise in writing.

These conditions are the only conditions on which we sell Goods unless we agree otherwise by written notice. These terms and conditions shall apply to the exclusion of all other terms and conditions, including any terms and conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.

In consideration of your use of and access to this Internet site and the promises and obligations herein, and intending to be legally bound, your use of the Brookfield Farm website constitutes your agreement to follow these rules and to be bound by them. If you do not agree with any of these Terms and Conditions, you should not access or use the brookfield.farm web site.

Terms and Conditions are subject to change
We reserve the right to amend these Terms and Conditions at any time without prior notice. You should review the Website Terms and Conditions each time you access, view and/or use the Website. Your use of the Brookfield Farm website constitutes your agreement to follow and be bound by the Terms and Conditions as changed.

2. The application of any terms and conditions of the Buyer is expressly rejected.

Article 2. Definitions

1. Product: Honey, Beeswax Candles, Beeswax products, Hiveshare, Lamb, Rape Seed Oil and/or agreed food and services.

2. Processing: the treatment of the product to allow packaging and transport.

3. “We”, “Our” or “Us” means Brookfield Farm

4. “Buyer” means the company, person, partnership or other legal entity buying or agreeing to buy Goods from us

5. “Goods” means all goods to be supplied by us to a Buyer

Article 3. Offers and Prices

1. All offers made by the Seller are without engagement and can be withdrawn at any time.

2. Offers can only be accepted in writing; the Seller nevertheless reserves the right to treat a verbal acceptance as if it were given in writing.

3. If the Buyer accepts an offer, the Seller nevertheless reserves the right to withdraw the offer within 3 working days of acceptance (either verbally or in writing), in which case no agreement is concluded between the parties.

4. Verbal offers automatically expire if the Buyer does not accept them in writing within 7 days.

5. Written offers automatically expire if not accepted by the Buyer in writing within 30 days.

6. The Seller reserves the right to change its prices. Each new price listing will invalidate the preceding one with regard to all orders placed after the issue of the new price list.

Article 4. Product range and availability

1. All products are sold subject to their availability while stocks last. Brookfield Farm shall not be responsible for its inability to supply products to the Customer where the product is unavailable or where stock has been exhausted. Brookfield Farm may delay dispatch of a bulk order due to stock availability

2. All deliveries are subject to the customary harvest and processing reservation. If the Seller invokes the harvest and processing reservation, the Seller is not obliged to supply, but will, if possible, supply pro rata to the quantity ordered or the nearest alternative.

3. The Buyer is not entitled to damages if the Seller invokes this reservation.

Article 5. Ordering and Delivery

We will endeavor to deliver the products to you within the lead-time shown for each product at the time of purchase, where this is practical. However, with an agricultural product, harvest delays may sometimes occur that are outside of our control. Any dates specified for delivery are therefore approximate only.

We will not be responsible for any losses, costs, damages or charges that you may suffer if we delay in supplying or do not supply those products.

Delivery costs will be made aware to the Buyer prior to purchase. Please see shipping for further details.

1. If the quantity ordered in any order differs from the standard quantity applied by the Seller or a multiple thereof, the Seller will deliver the next highest quantity.

2. The Seller will always act to the best of its ability in fulfilling its obligation to deliver.

3. Sound fulfilment of the Seller’s obligation to deliver, allows for delivery with a minor difference in size, packaging, number or weight.

4. The Seller is permitted to make part shipments of the products sold. Hiveshare is an example - the giftbox is dispatched on order and payment, and the honey and beeswax products are dispatched after honey harvest date - (typically autumn). If the products are delivered in part shipments, the Seller has the right to invoice each shipment separately.

5. Carriage takes place Ex Works (EXW) of the Seller in accordance with the Incoterms 2000 (Incoterms are standard trade definitions most commonly used in international sales contracts. Devised and published by the International Chamber of Commerce, they are at the heart of world trade).

6. The Seller undertakes to deliver within a reasonable period, following the conclusion of the purchase agreement.

7. An agreed delivery period will not be binding. In the event of late delivery, the Buyer must give the Seller notice of default in writing and grant a reasonable period in which the Seller may fulfil the agreement.

8. A Buyer must specify in writing, upon placing orders and at the first request of the Seller, what data, specifications and documents are required pursuant to the regulations of the country in which the delivery is to be made, such as those relating to invoices, phytosanitary certificates, international certificates and other import documents.

Article 6. Suspension

1. If the Buyer fails to fulfil one or more of its obligations or to do so correctly and/or in time:

• the Seller’s obligations will automatically and immediately be suspended until the Buyer has paid all amounts due (including payment of any extrajudicial costs);
• the Seller may demand full payment and/or sufficient security from the Buyer, for instance in the form of a bank guarantee to be issued by a reputable Irish banking institution, with regard to the performance by the Buyer.

2. The Seller is entitled to demand full payment and/or sufficient security for payment by the Buyer before performing, if there is reason to believe that the Buyer will not or cannot fulfil its obligations correctly and/or in time.

Article 7. Retention of Title

1. The Seller will retain title to the products delivered until the Buyer has paid the purchase price in full. This retention of title also applies to any claims that the Seller may acquire against the Buyer due to the Buyer’s failure to fulfil one of its obligations towards the Seller.

Article 8. Payment

1. The Seller must receive payment within 30 days of the invoice date unless otherwise agreed in writing. At the end of that period, the Buyer will be in default.

2. If the Buyer is liquidated, declared bankrupt or granted a suspension of payment, the Buyer’s payment obligations will fall due immediately and the Seller will be entitled to suspend the further performance of the agreement or to dissolve the agreement, all of this without prejudice to the Seller’s right to claim damages.

3. If payment in instalments has been agreed, the entire remaining amount will fall due immediately without notice of default being required in the event of late payment of an instalment. The provisions of the last sentence of Paragraph 1 apply accordingly.

Article 9. Collection Costs

If the Buyer fails to perform one or more of its payment obligations, all the collection costs both in and out of court will be for the Buyer’s account.

Article 10. Force Majeure

1. Force majeure means circumstances that make performance of the obligation impossible or unreasonably complicated and cannot be attributed to the Seller. Such circumstances can include strikes, fire, extreme climatic conditions, government measures, pests and diseases together with defects in the materials supplied to the Seller.

2. The Seller will inform the Buyer as soon as possible if it is unable to deliver or to deliver in time due to force majeure.

3. If the force majeure lasts longer than 60 days, both parties will be entitled to dissolve the agreement. In that case the Seller will not be required to pay any damages.

Article 11. Liability

1. The Seller does not accept any liability for damage resulting from a shortcoming of the product(s) delivered, except in the case of intent and/or gross negligence on the part of the Seller and/or its employees.

2. The Seller will not be required to pay any damages in the case of force majeure as described in Article 10.

3. The Seller does not accept any liability for damage as a result of non-delivery or late delivery nor for failure to correctly specify the requirements as referred to in Article 5, Paragraph 7, if as a result thereof the order cannot be delivered (on time).

4. The Buyer is required to limit as much as possible the damage with regard to the products delivered about which a complaint is filed with the Seller.

5. If the Seller is liable on the basis of one or more conditions, such liability will be limited to the invoice value of the products in question; the Seller will in no event be liable for any form of consequential damage.

Article 12. Use and Guarantee

1. The Seller guarantees that the product delivered will comply to the best of the Seller’s ability with the relevant product specifications. However, the product specifications will not apply as a guarantee. If the product delivered does not comply with the product specifications, the Buyer will be informed. The Seller furthermore does not guarantee that the product will comply with the purpose given to them by the Buyer.

2. All information on quality provided by the Seller will exclusively be based on reproducible tests. The supplied quality information merely indicates the result as achieved by the Seller at the time when the test was performed, subject to the conditions under which such test was performed. No direct relationship may be assumed between the information provided and the results achieved by the Buyer.

3. Any and all guarantees on the part of the Seller will lapse if the Buyer processes the products or has them processed, repackages the products or has them repackaged, or uses the products incorrectly.

Article 13. Defects; complaint terms

1. The Buyer must inspect the products purchased upon delivery, or as soon as possible after delivery. In doing so the Buyer must check whether the products delivered comply with the agreement, i.e.:

• whether the correct products have been delivered;
• whether the quantity of the delivered products corresponds with the agreement;
• whether the delivered products meet the agreed quality requirements or - if none were agreed - the requirements that may be stipulated for normal use and/or trading purposes.

2. If visible defects or deficiencies are established, the Buyer must inform the Seller accordingly in writing within 3 working days after delivery, specifying the lot number, packing list and/or invoice details.

3. The Buyer must report any non-visible defects to the Seller in writing within 3 working days after discovery, specifying the lot number, packing list and/or invoice details.

4. Complaints must be described in such a manner that the Seller or a third party can verify them. For that purpose the Buyer must also keep records with regard to the use of the products and, in the event of resale of the products, with regard to its buyers. If the Buyer does not file a complaint within the aforesaid period, the complaint will not be dealt with and rights will expire.

Article 14. Provision of Information

1. Information provided by the Seller in any form whatsoever is without commitment. Descriptions, recommendations and illustrations in brochures and leaflets are based as closely as possible on experiences in tests and in practice. The Seller in no event accepts any liability, however, on the basis of such information for different results obtained.

Article 15. Intellectual Property

All the Content you see and hear on Brookfield.farm is the intellectual property of Brookfield Farm, including but not limited to: the data, information, reviews, recommendations, communications, software, scripting, photographs, text, video, graphics, designs, music, sounds, images, trademarks, trade names, logos, selection, presentation, arrangement (including public domain information) copyright materials and other materials and elements displayed on the Website, including the overall design, layout and look and feel of the Website (collectively, the "Content").

You should note that the Content is protected by copyright, trademark, database right, sui generis rights and other intellectual property laws (as the case may be), under national laws and international treaties.

You may not make alterations, copies, extractions, modifications, or additions to the Content on this site, or sell, copy, disseminate, license, commercially exploit or misuse the Content in any way. If you want to re-publish, extract, reproduce, disseminate or otherwise use the Content, you must obtain prior written permission from us, and from any other entities entitled to an interest in the relevant intellectual property, unless otherwise expressly provided in these Terms and Conditions.

Without prejudice to other terms contained in these Terms and Conditions, we disclaim, to the fullest extent permitted by applicable law, liability for any type of loss or damage which may be suffered by any person resulting from the dissemination or use of the Website or the Content.

This is without prejudice to any rights you may have under applicable mandatory law.

Article 16. Website errors

We endeavor to present the most recent, most accurate, and most reliable information on our website at all times. However, there may be occasions when some of the information featured may contain incomplete data, typographical errors, or inaccuracies. Any errors are wholly unintentional and we apologise if erroneous information is reflected in merchandise price or item availability. We try to ensure that all pricing on the website is accurate, but occasionally an error may occur and goods may be incorrectly priced. If we discover that a pricing error has been made, we reserve the right to suspend your order and contact you to ask whether you wish continue with the order at the correct price. We will not be obliged to supply goods at the incorrect price. We present our content 'as is' and make no claims to its accuracy, either expressed or implied. We reserve the right to amend errors or to update product information at any time without prior notice.

Linked third party sites

Links to other Internet sites operated by third parties do not constitute sponsorship, endorsement, or approval by Brookfield Farm of the content, policies, or practices of such linked sites. Linked sites are not operated, controlled, or maintained by Brookfield Farm, and are not responsible for the availability, content, security, policies, or practices of linked sites, including without limitation privacy policies and practices. Links to other sites are provided for your convenience only, and you access them at your own risk.

Limitation of Liability
We exclude all liability to you, the user of the Brookfield Farm website, even if any loss or damage resulting from any of the content on the website may have been reasonably foreseeable.

Whilst every effort has been made to ensure the accuracy of the content of the website, Brookfield Farm assume no responsibility for any errors or omissions, defects, viruses or system failures which may be contained on the website. Brookfield Farm will not be liable for damages of any kind arising from the use of this website.

Termination

We may terminate the Website with or without cause at any time and effective immediately. In addition, we, in our sole discretion, may terminate your Account for violation of the letter or spirit of these terms and conditions.

Article 17. Conversion

1. If any provision of these General Terms and Conditions is invalidated, that provision will automatically (by operation of law) be replaced by a valid provision that corresponds as closely as possible to the purport of the invalidated provision. The parties must, if necessary, enter into reasonable consultations on the text of that new provision.

2. In that case the other provisions of the General Terms and Conditions will remain fully valid in so far as possible.

Article 18. Settlement of Disputes

1. Unless the parties have agreed on arbitration in consultation, all disputes will be settled by the civil court that is competent in first instance in the place where the Seller has its registered office, unless another court is competent pursuant to the applicable mandatory rules of the law applicable by virtue of Article 19.

2. In the event of a dispute the parties will, however, first try to reach an amicable solution in consultation, or otherwise by means of mediation, before the parties submit the dispute to an arbitration tribunal or to the civil court.

Article 19. Applicable Law and Other Applicable Conditions

1. All agreements between the Seller and the Buyer are governed by the law of the Republic of Ireland, where the Seller is registered.

All contracts made under these Terms and Conditions shall be governed by the law of the Republic of Ireland. All disputes arising out of the Terms and Conditions and/or Contracts entered into with Brookfield Farm shall be subject to the exclusive jurisdiction of the Courts of the Republic of Ireland.