Wright Agri Ltd – Terms and Conditions of Sale¶

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These Terms and Conditions ("Terms") govern all sales of goods by Wright Agri Ltd ("the Supplier") to any purchaser ("the Customer"). By placing an order, the Customer agrees to be bound by these Terms.

Supplier Terms Included¶

In addition to these main Terms and Conditions of Sale, certain transactions are also subject to the specific operational requirements of our major suppliers. These are set out in Annex A and form part of these Terms. The following suppliers’ terms are included where applicable:

Supplier	Additional Requirements Included
McCauley Trailers	Deposit before order scheduling; final balance before collection/delivery; indicative delivery dates; mandatory PDI
Kuhn (UK)	Retention of title; payment sequencing; manufacturer warranty limits; risk passing on delivery/collection
Other High-Value Suppliers	Deposit & final balance rules; payment sequencing; inspection/commissioning acceptance

Where the terms of a supplier impose stricter conditions than those set out in these Terms, the stricter conditions will apply.

1. Definitions¶

Supplier: Wright Agri Ltd
Customer: The purchasing party to whom the Supplier is selling goods
Goods: Any items sold under these Terms, including but not limited to high-value trailers, machinery, and equipment
Order: The Customer’s confirmed purchase request, accepted in writing by the Supplier
Deposit: The initial payment required to secure an Order
Final Balance: The remainder of the purchase price payable before collection or delivery
PDI (Pre-Delivery Inspection): Inspection of the Goods before handover to ensure conformity with the agreed specification
Collection: Physical handover of the Goods at the Supplier’s or manufacturer’s premises
Delivery: Transport of the Goods to the Customer’s designated location

2. Orders and Acceptance¶

2.1 All Orders must be confirmed in writing by the Supplier.
2.2 All quotations are valid for 30 days from the date of issue unless otherwise stated and are subject to acceptance of these Terms.
2.3 Prices are subject to adjustment if supplier or manufacturer prices change prior to Wright Agri Ltd’s written Order Confirmation.
2.4 An Order is binding only when the Supplier has confirmed acceptance in writing and the required Deposit has been paid and cleared.
2.5 The Supplier reserves the right to correct any obvious errors or omissions in quotations or Order confirmations, including pricing errors, and to cancel or amend Orders accordingly with notice to the Customer.

Stock Availability¶

2.6 Where a Quotation is based on specific stock availability (including, without limitation, a particular model year, specification, or supplier-held item), such Quotation is subject to the continued availability of that stock at the time the Customer places an Order.
2.7 If the quoted stock is no longer available, the Supplier may offer an alternative product (which may be of a different model year or specification) at a revised price.
2.8 The Customer will be notified of any such change before the Supplier confirms the Order in writing. The Supplier shall not be obliged to supply alternative stock unless agreed in writing with the Customer.

3. Price and Payment¶

3.1 All prices are exclusive of VAT unless otherwise stated. VAT will be charged at the prevailing rate at the time of invoicing.
3.2 Payment shall be made in GBP by bank transfer to the account details specified on the Supplier’s invoice.
3.3 Full payment of the purchase price, including VAT, must be received in cleared funds before:
- Any Collection or Delivery to the Customer, and
- The Supplier instructs the manufacturer or supplier to arrange delivery of the Goods to the Supplier or directly to the Customer.

3.4 Where full payment is not received promptly, any resulting delay in instructing the manufacturer or supplier may lead to daily storage charges or other fees imposed by the manufacturer or supplier. These charges are the responsibility of the Customer and must be paid in full before the Goods are released.

3.5 Interest on late payments will accrue at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998, from the due date until payment is received in full.

Debt Recovery Costs¶

3.6 Without prejudice to the Supplier’s right to claim interest under the Act, the Customer shall indemnify the Supplier in full against all costs and expenses (including legal and debt collection fees) incurred by the Supplier in recovering sums due from the Customer.

4. Supplier Payment Sequencing¶

4.1 Where Goods are sourced from a third-party manufacturer or supplier, the Supplier will not make any payment to that manufacturer or supplier (whether deposit or final balance) until the corresponding payment from the Customer (deposit or final balance respectively) has been received in cleared funds.
4.2 Production scheduling, manufacturing orders, and Delivery or Collection arrangements will only be initiated once the relevant payment has been received from the Customer.

5. Deposit¶

5.1 The Deposit amount will be stated on the Supplier’s invoice and must be paid in full before the Order is confirmed.
5.2 The Deposit is non-refundable except where the Supplier cancels the Order without fault of the Customer.
5.3 No production or Collection scheduling will be initiated until the Deposit has been received in cleared funds.

6. Final Balance¶

6.1 The Final Balance, including VAT, must be paid and cleared before any Collection or Delivery of the Goods.
6.2 The Supplier will not release the Goods or issue associated paperwork until the Final Balance has cleared in full.

7. Cancellation by Customer¶

7.1 Once an Order has been confirmed by the Supplier in writing, the Customer may not cancel the Order without the Supplier’s prior written consent.
7.2 If the Supplier agrees to a cancellation, the Customer remains liable for:
- The non-refundable Deposit, and
- Any costs, charges, or losses incurred by the Supplier, including (without limitation) supplier cancellation charges, administrative expenses, or loss of profit.

7.3 The Supplier may set off any sums due under this clause against any payments already received.

Cancellation Charges¶

7.4 In addition to the Deposit, the Supplier reserves the right to charge reasonable cancellation fees, including without limitation supplier restocking charges, administrative expenses, and loss of profit.

8. Collection¶

8.1 Collection will only be scheduled once full payment (Deposit and Final Balance) has been received in cleared funds.
8.2 The Supplier will confirm production completion with the manufacturer and agree a mutually acceptable Collection date with the Customer.
8.3 The Customer must ensure they have suitable transport, insurance, and all necessary permits in place before Collection.

9. Delivery¶

9.1 Where Delivery is agreed instead of Collection, full payment must still be received in cleared funds before dispatch.
9.2 Any Delivery dates provided are estimates only and may be subject to change.
9.3 Risk in the Goods passes to the Customer upon Delivery.

10. Storage and Delayed Collection/Delivery¶

10.1 Where the Customer fails to collect the Goods or accept Delivery on the agreed date, the Supplier may store the Goods at the Customer’s risk and expense.
10.2 Storage charges will accrue daily at the rate specified by the Supplier (or, where applicable, by the manufacturer).
10.3 If the Customer fails to collect or accept Delivery within 30 days of notice of readiness, the Supplier may, without prejudice to any other rights, treat the Order as cancelled under clause 7 and retain any Deposit or payments already received.

11. Pre-Delivery Inspection (PDI)¶

11.1 All Goods will undergo a PDI before release to the Customer.
11.2 The PDI includes checks for compliance with the agreed specification, functional testing, and verification of roadworthiness (if applicable).
11.3 Any issues identified during the PDI will be rectified before the Goods are released or dispatched.

12. Retention of Title¶

12.1 Title to the Goods will not pass to the Customer until the Supplier has received payment in full for the Goods and any other amounts owed by the Customer.
12.2 Until title passes, the Customer must:
- Store the Goods separately from other items, clearly marked as the Supplier’s property
- Not sell, pledge, or otherwise encumber the Goods

12.3 The Supplier reserves the right to enter the Customer’s premises to repossess the Goods if payment is not made in full.
12.4 If the Customer resells the Goods before title has passed, the Customer shall hold the proceeds of such sale (and any rights arising) on trust for the Supplier and shall account to the Supplier accordingly.

13. Risk¶

13.1 Risk in the Goods passes to the Customer upon Collection or Delivery, whichever occurs first.

Customer Insurance Obligation¶

13.2 From the time risk passes, the Customer shall insure the Goods for their full replacement value against loss or damage and shall provide evidence of such insurance to the Supplier upon request.

14. Insurance¶

14.1 The Customer must ensure that adequate insurance is in place for the Goods from the point at which risk passes under clause 13.
14.2 Where the Customer arranges their own transport, they must also insure the Goods for transit.
14.3 The Supplier may request evidence of such insurance before permitting Collection or Delivery.

15. Warranty and Defects¶

15.1 The Supplier warrants that the Goods will conform to the agreed specification and be free from material defects at the time of PDI.
15.2 Warranty periods and terms will be as specified by the manufacturer unless otherwise agreed in writing.
15.3 The Supplier is not liable for defects arising from misuse, neglect, accident, or unauthorised modification.

Warranty Limitation¶

15.4 Except as expressly set out in these Terms or provided under a manufacturer’s warranty, all warranties, conditions and other terms implied by statute or common law (including but not limited to fitness for purpose or satisfactory quality) are, to the fullest extent permitted by law, excluded.

16. Inspection and Acceptance¶

16.1 The Customer shall inspect the Goods immediately upon Collection or Delivery.
16.2 Any shortages, visible damage, or non-conformity with the agreed specification must be notified to the Supplier in writing within 48 hours.
16.3 Failure to notify within this period will be deemed acceptance of the Goods, without prejudice to the Customer’s rights under the manufacturer’s warranty.

17. Limitation of Liability¶

17.1 The Supplier’s liability is limited to the value of the Goods supplied.
17.2 The Supplier shall not be liable for consequential or indirect losses, including loss of profit, loss of contracts, or loss of use.
17.3 Nothing in these Terms limits liability for death or personal injury caused by negligence or for fraud.

18. Indemnity¶

18.1 The Customer shall indemnify and keep indemnified the Supplier against all losses, damages, liabilities, claims, costs, or expenses incurred by the Supplier arising from:
- The Customer’s misuse or negligent use of the Goods
- Any breach of these Terms by the Customer
- Any third-party claim arising from the Customer’s acts or omissions in relation to the Goods

19. Privacy and Data Protection¶

19.1 The Supplier will process personal data in accordance with applicable UK data protection laws.
19.2 The Supplier will only use the Customer’s personal data for the purposes of fulfilling the Order, managing the business relationship, complying with legal obligations, and, where permitted, providing information about products and services.
19.3 Further details are set out in the Supplier’s Privacy Policy available upon request or via the Supplier’s website.

20. Website Use (if applicable)¶

20.1 If the Customer accesses the Supplier’s website to place Orders, they agree to comply with the website’s terms of use.
20.2 All website content is provided “as is” without warranties as to accuracy or completeness.
20.3 The Customer is granted a non-exclusive, non-transferable licence to use the website for personal or internal business purposes only.

21. Force Majeure¶

The Supplier shall not be liable for any delay or failure to perform its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control, including but not limited to strikes, lock-outs, accidents, acts of God, war, terrorism, pandemics, shipping delays, government restrictions, or shortages of materials or labour.
In such circumstances the Supplier shall be entitled to a reasonable extension of time for performing such obligations, or to cancel the order without liability.

22. Notices¶

22.1 Any notice given under these Terms shall be in writing and delivered by hand, sent by pre-paid first-class post, or emailed to the address or email provided by the receiving party.
22.2 A notice shall be deemed received:
- If delivered by hand, at the time of delivery
- If sent by post, at 9.00 a.m. on the second business day after posting
- If sent by email, at the time of transmission unless received after 5.00 p.m., in which case it will be deemed received the next business day

23. Consumer Returns (if applicable)¶

23.1 Where the Customer is a consumer, they may cancel an Order for standard goods within 14 days of Delivery, in accordance with the Consumer Contracts Regulations 2013.
23.2 The right to cancel does not apply to goods made to the Customer’s specifications or clearly personalised.
23.3 The Customer must return the goods in their original condition and packaging at their own cost, unless the goods are faulty.
23.4 Refunds will be processed within 14 days of the Supplier receiving the returned goods.

24. Governing Law and Jurisdiction¶

24.1 These Terms are governed by and construed in accordance with the laws of England and Wales.
24.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales.

25. Settlement of Disputes¶

25.1 The Supplier and the Customer will use reasonable efforts to resolve any dispute arising under these Terms amicably before commencing court proceedings.

Dispute Resolution¶

25.2 In the event of a dispute, the parties shall first attempt in good faith to resolve the matter by negotiation or mediation. If unresolved within 30 days, either party may commence proceedings in the courts of England and Wales, which shall have exclusive jurisdiction.

Annex A – Supplier-Specific Operational Requirements¶

This Annex sets out additional operational requirements that apply to certain high-value goods supplied by Wright Agri Ltd, based on the standard terms of our key manufacturers and suppliers. These provisions form part of the Terms and Conditions of Sale.

1. General¶

1.1 The operational requirements in this Annex reflect the policies of major suppliers of high-value goods, including but not limited to McCauley Trailers, Kuhn, and equivalent manufacturers.
1.2 Where a supplier’s specific terms impose stricter conditions than those set out in our main Terms & Conditions, those stricter conditions will apply.

2. McCauley Trailers¶

2.1 Deposit – A deposit (amount stated on invoice) is payable before the order is confirmed and before production scheduling is initiated. Deposits are non-refundable unless the order is cancelled by McCauley Trailers without fault of the Customer.
2.2 Final Balance – The final balance must be received in full by Wright Agri Ltd before collection or delivery arrangements are made.
2.3 Collection – Collection will only be scheduled after full payment has cleared. McCauley Trailers will confirm production completion to Wright Agri Ltd, who will liaise with the Customer to agree a collection date.
2.4 Delivery – If delivery is agreed instead of collection, full payment must be cleared before dispatch. Delivery dates are indicative only.
2.5 Pre-Delivery Inspection (PDI) – All trailers are subject to a PDI to confirm specification compliance, functional performance, and roadworthiness before release.

3. Kuhn (UK)¶

3.1 Retention of Title – Title remains with Kuhn until payment in full is received by Wright Agri Ltd.
3.2 Supplier Payment Sequencing – Wright Agri Ltd will not pay Kuhn (whether deposit or final balance) until cleared funds for the corresponding amount are received from the Customer.
3.3 Warranty – Manufacturer’s warranty terms apply as published by Kuhn. Warranty does not cover wear parts, misuse, or unauthorised modification.
3.4 Delivery & Risk – Risk passes upon delivery or collection as confirmed by Kuhn, whichever occurs first.

4. Other High-Value Suppliers¶

4.1 Deposit & Final Balance – For all other high-value suppliers, the deposit and final balance requirements mirror the provisions in Sections 3–6 of our main Terms & Conditions.
4.2 Supplier Payment Sequencing – Wright Agri Ltd will not release supplier payments until corresponding Customer funds have cleared, ensuring payment security across all transactions.
4.3 Inspection & Acceptance – Where a manufacturer provides inspection or commissioning prior to handover, this will form part of the operational process and must be accepted by the Customer as evidence of conformity.

5. Overriding Effect¶

5.1 This Annex forms part of the Terms and Conditions of Sale. In the event of a conflict between this Annex and the main Terms, the stricter provision will apply.
5.2 Customers purchasing high-value goods are deemed to have read and accepted the relevant supplier’s operational requirements in addition to the main Terms & Conditions.