TERMS AND CONDITIONS - GROWERS AND ASSOCIATED TRADES

OUR AGREEMENT

By using or subscribing to our site you enter into a binding contract with us on the terms and conditions you find below and throughout our site.

In these terms and conditions:

• 'our site' means our presence on the Internet;
• 'our', 'we' and 'us' means Growing Opportunities Limited (Company Number 07270115) trading as XFARM and, where applicable, its officers, employees and authorised agents;
• 'you' and 'your' include any business with which you are associated and on behalf of which you use our site ('your business'); and
• ‘buyer’ means merchants or other parties who have listed prices on our site at which they are willing to buy goods.

OUR SERVICE

• XFARM is an online market evaluation facility for use by arable farmers and associated trades.
• With XFARM you can:
• instantly receive the most competitive ex-farm price for your specified goods from participating buyers;
• quickly benchmark prices or your regular buyer against the rest of the market;
• tender your goods should you wish to sell larger volumes or a certain specification.
• Please note the service for associated trades is limited to viewing available prices only.
• We do not provide financial, investment or other advice nor do we provide a recommendation or endorsement of the buyers using the site.

TRANSACTIONS CONCLUDED THROUGH OUR SITE

When you select a price at which a buyer is offering to pay for your goods you are committed to selling your goods to the buyer. An email will be sent to the buyer requiring them to contact you immediately to arrange a trade (your contact details will be supplied to the buyer) at the agreed price.

You agree the following terms shall apply to all sales / purchases of cereals, pulses and oilseeds (“grain”) made via XFARM.

Grain is purchased on end-receiver’s terms and under the current terms of the following contracts, in so far as they are not inconsistent with the terms of the end-receiver:

In all cases, the relevant terms and conditions are those applicable at the time of delivery.

All grain committed via XFARM must be produced under a recognised and audited Farm Assurance Scheme, which is up to date and within scope. All deliveries must be accompanied by a Combinable Crops Grain Passport with the growers’ valid assurance sticker attached, failing which, the buyer reserves the right to reject the consignment. Suppliers and transporters must comply with the requirements of the end users, including Allergens.

All grain supplied against sales/purchases via XFARM must be sound, free from mould, ergot, heated grain, burnt grain, green grain, infestation, animal droppings, objectionable smell or taste. All grain supplied must be of typical colour according to the variety of crops, merchantable quality and fit for purpose and fit for entry into the feed/food chain. In addition, all suppliers of crops must comply with relevant UK and EU regulation and legislation current at the time of delivery.

All suppliers must meet the EU Renewable Energy Directive 2009/28 to supply sustainably traced combinable crops for final process use in the biomass sector.

Unless otherwise stated, crops are purchased on the following specifications:

You are then free to negotiate volumes at different prices and on different terms with the buyer directly.

Any transactions concluded through our website are made between you and the relevant buyer.

We will not be a party to any transaction or contract that you may enter into and we have no liability in connection with such transaction. You agree that you will contact the buyer directly in relation to questions, complaints or disputes you have and you will not involve us in any dispute between you and a third party.

Our site is only intended for use by people resident in the UK. If you are from outside the UK please email us directly.

REPRESENTATION

You represent to us and to all buyers that all transactions made by you through our site will be within the scope of your authority to conclude such contracts.

EXCLUSIONS AND LIMITATIONS

We do not represent or warrant that access to our site, or any part of it, will be uninterrupted, reliable or fault-free.

We do not represent or warrant to you that our site or any of its contents will be accurate, complete or reliable.

We do not represent or warrant that:

• any services (whether or not provided by us) will be provided with due care and skill; or
• any goods (whether or not provided by us) will be of merchantable quality or will be fit for any purpose (even if that purpose has been previously notified to us).

To the extent permitted by law, we exclude all liability (whether arising in contract, tort or otherwise and whether or not due to our negligence) which we may otherwise have to you as a result of:

• any technical, factual, textual or typographical inaccuracies, errors or omissions on or relating to our site or any information on our site;
• the unavailability of our site (or any part of it), goods or services;
• any delay in providing, or failure to provide or make available, goods or services, or any negligent provision of goods or services;
• any goods not being of merchantable quality or fit for their intended purpose; or
• any misrepresentation on or relating to our site, the goods or the services (other than a fraudulent misrepresentation made by us or on our behalf).

Our maximum liability to your business in respect of your use of our site or any services we provide or make available to you through or in relation to our site will be the amount of any subscription fees paid on behalf of your business during the year in which the liability arose. You agree that we shall have no liability for indirect or consequential losses, loss of data, income or profits or damages for loss of or damage to property.

You agree that each of these limitations is reasonable having regard to the nature of our site and in particular given that you will enter into a separate contract with the buyer in each case.

None of the exclusions or limitations in this section “Exclusions and Limitations” shall exclude or restrict our liability for death or personal injury caused by our negligence.

None of the above exclusions shall affect any statutory rights which are not capable of being excluded. However, in such case our obligation, where permitted by law, will be limited to the resupply of our site, good or service to you.

Each of the above exclusions or limitations shall be construed as a separate, and severable, provision of these terms and conditions.

Buyers listed on our site are independent third parties and we are not acting as their principal, agent or broker. Your relationship with any buyer is solely between you and them.

SITE SUBSCRIPTION AND CHARGES

By subscribing to our site, you agree to subscribe for a minimum of 12 months and to pay our charges at the rate applicable from time to time and stipulated on the site.

If you fail at any time to pay any subscription charges due in accordance with these terms and conditions we may, in our discretion and without prejudice to our other rights, deny you access to those areas of our site which are exclusively available to subscribers. We need not provide you with advance notice in such circumstances.

TERMINATION OF SUBSCRIPTION

We may terminate this agreement immediately if you are in material breach of any of these terms and conditions and in particular upon any failure by you to pay any charges in accordance with our terms and conditions.

We may terminate this agreement immediately or a buyer can refuse to transact with you if at any time:

• you are unable to pay your debts or have no reasonable prospect of so doing;
• you commence negotiations with any creditors with a view to rescheduling any of your debts, or you make a proposal for, or enter into any compromise or arrangement with any creditors; or
• you are subject to or threatened with insolvency proceedings including bankruptcy, liquidation, administration or receivership.

We may terminate this agreement at any time upon providing you with 30 day’s notice.

On termination of this agreement you shall immediately pay to us any sums due under this agreement.

Any rights that have accrued to either party at the date of termination will remain enforceable after ter-mination.

NO COMMERCIAL USE

You agree that you will use our site only for your internal business purposes as the site is intended and that you shall not exploit our site or any of its contents for any commercial purpose.

GENERAL

Third party rights

Where in these terms representations and warranties are made to us and to suppliers of goods and services through our site, you acknowledge and agree that such representations and warranties are intended to grant rights to, and operate for the benefit of, all such suppliers and that each such supplier may rely upon and enforce such representations and warranties against you by virtue of the Contracts (Rights of Third Parties) Act 1999.

Variations

We reserve the right at any time without notice to revise the content of our site (including the services offered by us) and these terms and conditions. Any changes to these terms and conditions will be posted on our site and by continuing to use our site following any such change you will signify that you agree to be bound by the revised terms and conditions of use.

The use of your information

You agree that we may collect, store, and use information about you in accordance with our privacy policy. You acknowledge and agree to be bound by the terms of our privacy policy.

Access

We reserve the right in our sole discretion to deny users access to our site or any part of our site without notice and to decline to provide the service to any user that is in breach of our terms and conditions acceptable use policy.

Events beyond our control

We shall not be liable to you for any breach of these terms and conditions of use or any failure to provide or delay in providing our services through our site resulting from any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, fire, explosion or accident.

Unenforceability

The enforceability or otherwise of any provisions of these terms and conditions shall not affect the en-forceability of the rest of these terms and conditions.

Warranty and Indemnity

You warrant that you have read and understand the terms of this agreement and the terms of use, privacy policy, acceptable us policy and cookies policy as published on our site and you agree that the said terms and conditions published on our site form part of this agreement. If you do not understand any point please ask for further information or seek independent legal advice.

You agree to indemnify and keep us fully and effectually indemnified against all actions proceedings damages costs claims and expenses arising in connection with any breach of this agreement and the terms and conditions on our site.

No Partnership or Agency

Nothing in this agreement is intended to, or shall operate to, create a partnership between us, or to authorise either party to act as agent for the other, and except as provided for in this agreement neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

VAT

All sums payable are exclusive of any VAT that may be chargeable.