Terms & Conditions

Effective from (__/__/2022)

Overview

Throughout website, the terms “Company” “we”, “us” and “our” refer to AGRICFARMERS Company. AGRICFARMERS offers this website, including all information, tools, products and services available from this site to you, the user (“Client”, “You”, “Buyer”, “Customer”, and “user”), conditioned upon your acceptance of all terms, conditions, policies and notices stated here or made available by reference or hyperlinks.

All business transactions between AGRICFARMERS and You (the Client) will be solely based on contractual agreement and services offering obligations and will be limited to the purpose of service delivery, and that no partnership or joint venture is intended or implied by either party.

Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by AGRICFARMERS shall be subject to correction without any liability on the part of AGRICFARMERS.

Acceptance

It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a client accepts a quote, then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these Terms and Conditions in full.

Please read these Terms and Conditions carefully. Any purchase or use of our services implies that you have read and accepted our Terms and Conditions.

Who we are

AGRICFARMERS (‘we’ or ‘us’) is a multifaceted company with several years of experience operating all throughout Armenia, Albania and Kosovo. We specifically concentrate on the importation of agricultural chemicals for large-scale and horticultural usage, as well as on small-pack supplies of chemicals for use in backyard gardens.

Recently, we joined the Armenian veterinary and animal health markets. Also, AGRICFARMERS has a sister firm in Albania and Kosovo, which supports our operations in Armenia and offers priceless quality control services on a number of our goods prior to export.

Basis of Agreement

These Terms and Conditions apply to the Agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.The Order constitutes an offer by the Client to purchase the Products or Services in accordance with these Conditions. The Client is responsible for ensuring that the terms of the Order are complete and accurate.

The Agreement constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the AGRICFARMERS which is not set out in the Agreement.

Delivery

The delivery dates given by the Company are given in good faith but are estimates only and the time of delivery is not of the essence. The Company shall not be liable for delays in delivery caused by situation beyond our control and the Customer shall not be entitled to refuse to accept the Products by reason of any delay in delivery unless the Company gives its written consent.

The Company reserves the right to make deliveries in instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Agreement. Any delay in delivery or defect in an instalment shall not entitle the Client to cancel any other instalment.

Passing of Property and Risk

Title in the Products shall not pass to the Client until payment in full (in cash or cleared funds) has been received by the Company for:

• the Products; and
• any other products or services that the Company has supplied to the Client in respect of which payment has become due.

Until title to the Products has passed to the Client, the Client shall:

• hold the Products on a fiduciary basis as the Company’s bailee;
• store the Products separately from all other products held by the Client so that they remain readily identifiable as the Company’s property;
• maintain the Products in good condition and keep them insured against all risks for their full price from the date of delivery;
• give the Company such information relating to the Products as the Company may require from time to time,

Packing and Marking

While it is intended that the packages shall bear a description of the Products contained therein, the Client must ensure at the time of delivery that the packages are so marked. Unless otherwise agreed in writing with the Company all packages and other containers are non-returnable. Packages and containers specified as returnable remain the property of the Company and shall not be used for any other purpose than storage of the Products supplied. Packages and the containers specified as returnable must be returned to the Company in good condition, as soon as possible, carriage paid to an address indicated by the Company

Price and Payment

The price of the Products or Service shall be the price set out in the Company‘s quotation, or, if no price is quoted, the price set out in the Company‘s published price list in force as at the date of delivery.

The price of the Products or Services is based upon costs current as at the date of the Company‘s quotation. The price charged to the Client under the Agreement may be changed to take account of costs current at the date of invoice.

The price of the Products or Services is exclusive of the costs and charges of packaging, insurance and transport of the Products (unless otherwise specified in writing by the Company), which shall be invoiced to the Client.

The price of the Products or Services is exclusive of amounts in respect of value added tax (VAT). The Client shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Products.

The Company may require the Client to pay such security that the Company requests to the Company before delivery of the Products.The Client shall pay the amount shown on the invoice in full without deduction or set off and in cleared funds within 30 days from the date of the invoice (due date). Payment shall be made to the bank account nominated in writing by the Company. Time of payment is of the essence.

If the Client fails to make any payment due by the due date, the Company shall at its discretion have the right to require the Client to pay interest on the overdue amount at the rate of 2% above base rate from time to time. The Client shall pay the interest together with the overdue amount.

The Client shall pay all amounts due under the Agreement in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Client against any amount payable by the Company to the Client.

Company’s Warranty

The Company warrants that the Products or Services delivered to the Client will comply with the specification or description agreed in writing between the parties. In the absence of such specification or description, the Products or Services shall be of normal industrial quality.Save as provided in this clause, no representation, warranty, condition or term, expressed or implied, statutory or otherwise as to the quality of the Products, its fitness for any purpose or compliance with any sample or description or in any other respect shall apply to the Agreement or to any delivery made thereunder.

Force Majeure

The Company shall in no circumstance be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by any circumstance beyond its reasonable control including but not limited to Act of God or the Queen’s enemies, fire, flood, ice, frost, withdrawal of labour, breakdown of machinery, loss or detention of vessels or other means of transport, inability to arrange transport by the Company’s normal methods, delay in loading or discharging Products, inability to obtain supplies of Products or raw materials, or restrictions on the use of or supply of fuel or power.

Company’s Marks

The Client shall not, in offering a services or selling a Products or in promoting the sale thereof, make any reference to the Company, or to any of the Company’s trademarks or brand names without the Company’s prior written consent.

Notices

Any notice required to be given under the Agreement shall be given in writing delivered to the party for whom it is intended at the address stated in the Agreement or to such other address in Armenia as that party may in writing substitute and shall be delivered personally, sent by pre-paid first-class post, recorded delivery, commercial courier or fax. Any notice or other communication shall be deemed to be received: if delivered personally, when left at the address required pursuant to this clause.

Health and Safety

All Products are sold on the basis that the Client will take notice of the care and handling recommendations supplied to it by the Company or manufacturer of the Products, or failing such recommendations, follow the highest standards of care adopted by the trade in respect of such Products and the Client accepts sole responsibility for taking such care and the safe use of the Products. If the Client is not already in possession of literature or information in connection with the safe use of the Products at work then contact should be made with the Company.

Severance

If any court or competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement shall not be affected.

If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

Errors, Inaccuracies and Omissions

Occasionally there may be information on our website or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product charges, and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information in the Service or on any related website is inaccurate at any time without prior notice.

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

Disputes and Liability  

In an event of a dispute, AGRICFARMERS reserves the right to charge the client in full for the work done as well as for the resources spent in managing the dispute. In such an event, AGRICFARMERS reserves the right to charge the client without honouring any discounts that were previously honoured in good faith. Under no circumstances will AGRICFARMERS be liable for any damages arising from misrepresentation or misinformation. AGRICFARMERS reserves the right to refuse service to any client, if these are not aligned with our business operating principles and policies.

Relationship of AGRICFARMERS with its clients, partners and sub-contractors is of an independent nature. None of the parties have any power, right or authority to interfere or bind the other or assume or create any obligation or responsibility, whether expressed or implied, on behalf of the other or in the other’s name.

Disclaimer of Warranties

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.

The website and all services delivered to you are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall AGRICFARMERS, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

Indemnification

Client will indemnify and hold AGRICFARMERS, its licensors, content providers, service providers, employees, agents, officers, directors, contractors and sub-contractors (the “Indemnified Parties”) harmless from your breach of any of these Terms and Conditions or any other terms, conditions, policies or procedures herein, including, without limitation, any use of content other than as expressly authorised in these Terms and Conditions. Client agrees that the indemnified parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify and hold harmless the Indemnified Parties from any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information obtained from AGRICFARMERS.

Termination

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms and Conditions are effective unless and until terminated by either you or us. You may terminate these Terms and Conditions at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms and Conditions we also may terminate this agreement at any time and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

Entire Agreement

The failure of us to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision.

These Terms and Conditions and any policies or operating rules posted by us on this site or in respect to the Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms and Conditions).

Any ambiguities in the interpretation of these Terms and Conditions shall not be construed against the drafting party.

Governing Law

These Terms and Conditions and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Armenia and that of the European Union, without giving effect to any principles of conflict of law. You agree that any dispute, difference, controversy, or claim between us or by either of us against the other or the employees, agents, mandatories, officers, directors, successors, assigns or affiliates of the other, arising out of, relating to, or having any connection with, the present terms, this website, any use of this website and any transaction conducted on or from it (whether contractual or extra-contractual, in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future), including any question regarding negotiation, formation, existence, validity, performance, effects, interpretation, breach, resolution or annulment and further including the applicability or scope of this clause shall be brought exclusively in a court of competent jurisdiction in Armenia.

Changes to The Terms and Conditions

You can review the most current version of the Terms and Conditions at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms and Conditions by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms and Conditions constitutes acceptance of those changes.

Variation

Except as set out in these Conditions, any variation to the Agreement, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Company.

Disputes

If a dispute arises out of or in connection with the Agreement or the performance, validity or enforceability of it then, except as expressly provided in the Agreement, the parties shall follow the dispute resolution procedure as follows:

• either Party shall give to the other written notice of the dispute, setting out its nature and full particulars, together with relevant supporting documentation. On service of such dispute notice the Client and the Company shall attempt in good faith to resolve the dispute;
• if the Client and Company are for any reason unable to resolve the dispute within 14 days of service of the dispute notice, such dispute will be referred the Planaging Directors of the Client and the Company who shall meet to attempt in good faith to resolve the dispute.
• The commencement of a mediation shall not prevent the parties commencing or continuing court proceedings

Governing law and jurisdiction.

The Agreement, 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, Armenia law.

Contact Information

For questions and enquiry about these Terms and Conditions, you should send us a mail at (Company’s email address). Or contact us here (office address)