Website Terms of Use
These Terms of Use constitute a legal agreement exclusively between you, as the user of the Website, and Innovation Agritech Group Limited.
Throughout these Terms of Use we will refer to you as “you” or “user”, and we will refer to Innovation Agritech Group Limited as “we”, “us” or “Innovation Agritech Group”.
1. Use of the Website
These Terms of Use set out the general terms governing your use of the Website. They apply to you as soon as you first use the Website, and you are deemed to have agreed to be bound by them upon your first use of the Website. If you do not wish to continue to be bound by these Terms of Use, you should immediately discontinue to use this Website.
We do not guarantee that our Website, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Website for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
You are also responsible for ensuring that all persons who access our Website through your internet connection are aware of these Terms of Use and other applicable terms and conditions, and that they comply with them.
Our Website is made available free of charge.
We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
2. Data Protection and Security
We process personal data in accordance with our Privacy Policy. You should read the contents of our Privacy Policy carefully, especially if you have any concerns about your privacy. By using this Website, you consent to such processing and you warrant that all data provided by you is accurate.
You authorise us to use any of your personal information which is relevant to the provision of our services to you for all reasonable purposes in relation to your use of the Website. We may retain and continue to process your personal information after the termination of this agreement or any other agreement between you and us. Your personal information may be transferred or disclosed to and/or by third parties, where necessary, and to the extent permitted by law. This enables us to provide you services and to discharge our obligations to third parties, including relevant stock exchanges, government agencies and regulators.
With your consent, your personal information may be used by us, in order to provide you with information and marketing materials in relation to our other products and services. By entering into this agreement, you confirm your wish for your personal information to be processed for these additional purposes. If you do not wish to receive marketing information, please advise us in writing.
3. Intellectual Property Rights
We are the owner or the licensee of all intellectual property rights in our Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
The Website may include at any given time text, graphics, logos, icons, images, sound clips, video clips and data compilations, and together with the Website’s page layout, underlying code and software we refer to all of these as “Content”.
All of the Content is the property of Innovation Agritech Group antext2d our affiliates or third parties with whom we do business, and this means that it is protected by United Kingdom and international intellectual property laws and other relevant laws. This means that, except as provided by Part 1, Chapter 3 of the UK Copyright, Designs and Patents Act 1988 (which contains what are generally known as the “fair use” provisions for copyrighted materials), you may not reproduce, copy, distribute, store or in any other fashion re-use material from the Website unless otherwise indicated on the Website or unless given express written permission to do so by Innovation Agritech Group. For the avoidance of doubt, data mining or scraping the Website without the express written permission of Innovation Agritech Group is not permitted.
You may print off one copy, and may download extracts, of any page(s) from our Website for your personal use.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of content on our Website must always be acknowledged.
You must not use any part of the content on our Website for commercial purposes without obtaining a licence to do so from us or our licensors.
If you print off, copy or download any part of our Website in breach of these Terms of Use, your right to use our Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
4. Links to Other Websites
This Website may contain links to other independent third-party sites. Unless we expressly say otherwise, you should assume that these other websites are not under the control of Innovation Agritech Group. We assume no responsibility for the content of such websites, and we disclaim liability for any and all forms of loss or damage arising out of the use of them. Additionally, even if we include a link to another website on this Website, that does not mean that we endorse that other website or in any way recommend that you should use it, you will need to make your own independent judgment regarding your interaction with these websites.
5. Viruses, Hacking and other Offences
You must not misuse this Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful (together “Viruses”). You must not attempt to gain unauthorised access to our site, the server on which our site is stored, or any server, computer or database connected to this Website. You must not attack this Website via a denial-of-service attack.
By breaching this provision, you may commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities, and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your rights to use this Website will cease immediately.
We will not be liable for any loss or damage caused by a denial-of-service attack or Viruses that may infect your computer equipment, computer programs, data or other proprietary material due to your use of this Website or to your downloading of any material posted on it, or on any website linked to it.
6. Disclaimers
By using this Website, you should be aware that:
- Innovation Agritech Group does not in any of its publications take into account any particular recipient’s investment objectives, specific investment goals, financial circumstances and specific needs and demands. Therefore, all Innovation Agritech Group’s publications are, unless otherwise specifically stated, intended for informational and/or marketing purposes only and SHOULD NOT be construed as: business, financial, investment, hedging, legal, regulatory, tax or accounting advice; and/or a recommendation or trading idea; and/or any other type of encouragement to act, invest or divest in a particular manner.
- We make no warranty or representation (express or implied) that the Website will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure, or that all information provided will be accurate.
- We make no guarantee of any specific results from the use of the Website.
- We give no warranty that this Website will be free of defects and / or faults.
- We accept no liability for any disruption or non-availability of the Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war, or legal restrictions and censorship.
- To the maximum extent permitted by law, we accept no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from your use of the Website or any information contained in it, and you use the Website and its Content at your own risk. This is not intended to exclude or restrict our liability for death or personal injury arising from your use of the Website.
- Users should be aware that they use the Website and its Content at their own risk.
- Risk Warning: The past performance of any investment is not necessarily a guide to future performance. The value of investments or income from them may go down as well as up.
- Your capital is always at risk: As with all investments your capital is at risk. The value of investments and any income from them are not guaranteed and may go down as well as up. You may get back less than the original amount invested.
- Tax Treatment: Tax treatment depends on your individual circumstances and may be subject to change. Should you be in any doubt, please seek professional advice.
7. Liability
The material displayed on the Website is for information purposes only and it is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, and third parties connected to us hereby expressly exclude:
- All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity
- Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our Website or in connection with the use, inability to use, or results or the use of this Website, any websites linked to it and any materials posted on it, including, without limitation any liability for:
- Loss of income or revenue;
- Loss of business;
- Loss of profits or contracts;
- Loss of anticipated savings;
- Loss of data;
- Loss of goodwill;
- Wasted management or office time; and
- Wasted management or office time; and
This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraud or fraudulent misrepresentation, nor any other liability which cannot be excluded or limited under applicable law.
8. Revisions
From time to time we may update these Terms of Use to take account of changes in the law or for any other reason. If we update these Terms of Use, we will post a new version on the Website, and as soon as you use the Website after they are posted, you will be deemed to have agreed to the updated version, but you will still be bound by the terms of any previous versions to which you have agreed or been deemed to agree. If there is a conflict between two versions of the Terms of Use to which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise.
9.Communications
If you wish to communicate with us about anything related to these Terms of Use please refer to the ‘Contact’ link on the Website or send an email to info@iagri-tech.com Please note that the webmaster can only respond to questions about these Terms of Use and any technical issues with use of the Website. Your query may be directed to the appropriate person within our team.
10. Complaints
I If you wish to make a complaint about Innovation Agritech Group, you may do so by sending an email to info@iagri-tech.com
11. Governing Law and Jurisdiction
You agree that all matters relating to your access to or use of the Website, including all disputes, will be governed by the laws of England and Wales without regard to its conflicts of law provisions. Any claim under these Terms of Use must be submitted to the exclusive jurisdiction of the courts of England and Wales. This means that if you want to bring a legal action against us, or we want to bring a legal action against you, it must be done in one of these courts.
Supplier Terms and Conditions
General Purchasing Conditions of Innovation Agritech Group
1. Order, Order Confirmation
These General Purchasing Conditions apply to all business relations between us (referred to as “Purchaser” below) and our business partners and suppliers (referred to as “Supplier” below) unless they are modified by express written agreement. They apply to all supplies and services (referred to, for example, as “goods” below) from the Suppliers.
The present General Purchasing Conditions shall also apply exclusively if the Purchaser accepts supplies or services from the Supplier and conflicting terms and conditions of the Supplier should exist, even if the Purchaser did not expressly object to such terms and conditions.
The present General Purchasing Conditions shall apply in the specific version as a skeleton agreement also for future contracts relating to sales and/or supply of movable goods with the same supplier without need for the Purchaser to refer to them specifically again in each individual case; the Purchaser will inform the Supplier under these circumstances immediately about any changes to these General Purchasing Conditions.
These General Purchasing Conditions apply only to agreements/contracts concluded with entrepreneurs under UK Foreign Trade Law, legal entities under public law or special funds under public law.
2. Conclusion of Contract, Production of Samples
A supply contract shall not be deemed concluded until the Purchaser has responded to an offer by sending a written notice of acceptance within the offer validity period or, in default of such an offer validity period, within 14 days.
Design drawings, dimension and weight specifications, quantities, prices, other descriptions and other data such as those that appear in catalogues, newsletters, advertisements or price lists of the Purchaser are only approximate values and shall be without commitment for the Purchaser until they are expressly incorporated into a contract. Such data communicated to the Supplier prior to conclusion of contract shall remain the exclusive property of the Purchaser and must not be disclosed to any third party; after completion of the purchase order, they must be returned to the Purchaser on request or deleted. The same shall apply accordingly if the Purchaser makes tools available to the Supplier for the production of the goods.
If products are ordered according to the Purchaser’s design drawings, the Supplier shall deliver one sample product free of charge. Series production must not be initiated until the sample product is released by the Purchaser. The Supplier is obliged to draw the attention to any concerns regarding design, functional capability, materials used, etc. Prior to any modification to the production of the product sampled, written consent must be obtained from the Purchaser. Products that are based on design drawings shall exclusively be delivered to the Purchaser unless the Purchaser expressly agrees to delivery to a third party.
3. Quality Assurance (need to formulate statement)
The Supplier commits to printing out and reading the Purchaser’s current quality assurance agreement at www.innovationagritech.com valid at any one time and complying with its terms. This quality assurance agreement forms part of the contract on the agreed supplies and services concluded with the Purchaser.
With regard to the Purchaser’s duty to inspect goods for defects and notify any defects found (clause 9 of these Purchasing Conditions), the provisions of the quality assurance agreement have precedence over the provisions specified in clause 8 of the present document.
4. Purchase Price, Payment Terms
The price specified in the purchase order is binding and based on "Delivery Duty Paid" (DDP Incoterms 2021) unless stated and agreed otherwise. It includes delivery "free domicile", packaging, transport insurance, but not the legal V.A.T. rate.
Invoices can only be processed by the Purchaser if they refer to the order number or commission number shown in the purchase order and are received by the Purchaser in duplicate and separately from the goods shipment.
Payment and delivery shall be made in the mode and time as agreed by the parties in each individual case. If an agreement is not made in an individual case, payment shall normally be made within 30 days after delivery and receipt of the invoice. The Purchaser shall not be liable for any interest after due date.
5. Delivery Conditions, Contractual Penalty
The Supplier shall not be entitled without prior written consent of the Purchaser to have its contractual obligations fulfilled by one or more third parties (e.g. subcontractors). Delivery shall be made on the date of delivery specified in the contract or purchase order. The Supplier shall be obliged to notify the Purchaser immediately in writing if a delay in delivery should occur.
If the Supplier should be in default, the Purchaser shall be entitled to claim a contractual penalty in the amount of 1% of the value of the delivery for each full calendar week of delay, however, not exceeding a total of 5% of the full or proportional purchase price of the goods that are in delay, as appropriate, unless otherwise agreed in the contract. The Purchaser shall be at liberty to prove that a higher loss has occurred. The Supplier shall be at liberty to prove that a loss has not occurred at all or is substantially lower than claimed.
Acceptance of a delayed delivery shall not be construed as a waiver of a claim for contractual penalty or damages, as appropriate. A claim for contractual penalty shall be deemed to have been made in due time if the Purchaser deducts the contractual penalty from the next invoice due.
Partial deliveries shall generally not be admissible unless the Purchaser consented to these expressly or if they are just and reasonable to the Purchaser. Acceptance of an unwanted partial delivery by the Purchaser shall not affect the Purchaser’s rights regarding the overall delivery in any way, even if such reservation should not be made expressly at acceptance.
The Purchaser shall not be obliged to accept any delivery before the agreed date of delivery.
6. Force Majeure
The Purchaser shall not be obliged to accept timely delivery if prevented from acceptance by legal industrial action, interruption of operations through no fault of its own, government interventions, riots or other inevitable events. The Purchaser shall communicate the occurrence and the anticipated duration of such circumstances to the Supplier without delay. If the hindrance should persist for more than 2 months, the Supplier shall have the statutory rights based on the concept of definite obstacles of performance occurring through no fault of one’s own. The Purchaser shall be entitled to cancel the contract in full or in part in such a case. The Supplier shall then be entitled to invoice those supplies and services that were delivered until the time of cancellation in analogy to the provisions of § 645 BGB, excluding any further claims. The stipulations regarding delay of a contractual partner shall remain unaffected by this clause.
7. Tooling
7.1 Title of Tooling
All tooling wholly owned by IAG and used by the Supplier to produce components is held by the Supplier in trust and must be released on request. IAG will provide no less than 48 hours notice. The tooling must not be used by the Supplier as a lien of any kind, before being released. It is the responsibility of the Supplier to keep the tooling in a good condition, maintained regularly, including the replacement of “Date Clocks” as well as fully insured all at no cost to IAG. The Supplier warrants that the tooling will not be moved from their premises to any other premises or subcontractor without first receiving written authority from IAG. Each piece of Tooling will have an Asset Register Label attached to it. If the label has been removed or has come away please contact our Technical Director to obtain a replacement.
7.2 Insurance
The Supplier warrants to keep insured against any potential damage or loss, items that are the full or part property of IAG whilst in their possession or in the possession of their subcontractors. The Supplier shall hold IAG fully indemnified against any liability by reason of any loss, damage or expense arising from prosecution, death, injury, resulting from operation or use of the Goods whether by IAG Ltd or any of its customers or their respective employees, servants or agents resulting from any breach of the warranties referred to herein.
8. Passage of Risk
Unless otherwise specified in the individual delivery contracts, the time of passage of risk is defined according to the Incoterms of the International Chamber of Commerce Incoterms 2021.
If an agreement is not made in this regard in an individual case, the “delivery duty paid” mode Incoterms 2021 shall apply by default.
9. Right to Audit and Duty to Inspect
The Purchaser shall be entitled to audit the Supplier’s production. With regard to the commercial duties to inspect goods for defects and notify any defects found, the statutory provisions of UK Foreign Trade Law shall apply with the following requirements:
The Purchaser’s duty to inspect goods shall be limited to those defects which become obvious in the Purchaser’s incoming goods inspection by exterior inspection of the goods including delivery documents or in the quality inspection by random sampling (e.g. transport damage, wrong or short delivery). A duty to inspect does not apply insofar as acceptance is agreed. In all other respects, this shall be governed by the reasonableness of an inspection, considering the specific circumstances of each individual case in the ordinary course of business.
The Purchaser’s duty to notify any defects found later shall remain unaffected. In any case, our complaint (notice of defect) shall be deemed to have been communicated without delay and in due time if it is received by the Supplier within 8 working days.
10. Claims for Defects
10.1. Claims for Material Defects
The Supplier undertakes that the delivery item including its appearance and reference to the
purchase order is free from defects and complies with the latest state of the art, the relevant
legal regulations and standards of government authorities, employers’ liability insurance
associations and technical associations and that the Supplier does not know of any impending modifications thereof.
The Supplier’s liability for defects shall be valid for 36 months, unless covered by longer time warranty, from the passage of risk.
Insofar as the item purchased has a defect which is attributable to the Supplier, the Purchaser shall be entitled to request at its own discretion either rectification of the defect or a replacement delivery from the Supplier at the latter’s expense. All replacement shipments or repairs shall also be subject to the warranty for defects stipulated in these General Purchasing Conditions.
10.2. Legal Compliance
The Supplier assures that the execution of the individual delivery contracts will not involve any violation of any legal regulation, particularly laws, ordinances or other regulations of any official agency.
10.3. Claims for Defects of Title
The Supplier assures that it has absolute title to all objects subject to the purchasing contracts and that there are no conflicting rights whatsoever of any third party (such as liens, other creditor titles from assignment of claims or other collateral securities, sale of receivables, hire-purchase, conditional sale, etc.).
10.4. Further Claims for Defects
Any further statutory claims for defects to the benefit of the Purchaser shall remain unaffected.
11. Warranties, Warranted Properties
If the Supplier assumed a warranty for the condition of the delivery item or warranted a particular property, the Supplier shall be liable for damages including loss in lieu of performance pursuant to the statutory provisions. The statutory period of limitation shall be 36 months from the discovery of the lack of the warranted or guaranteed property.
12. Recourse for Delivery
If a customer should make a claim on the Purchaser in respect of a sale of consumer goods and this claim is based on a defect of the item delivered by the Supplier, the Purchaser’s right to assert a recourse claim shall be subject to a statutory limitation of 60 months from the passage of risk from the Supplier to the Purchaser.
13. Product Liability
If a product should show a defect which is attributable to the Supplier and for which the Supplier itself has third-party liability, the Supplier shall be obliged to indemnify the Purchaser against any claims for damages from any third party and reimburse to the Purchaser any expenses that may result from a product recall.
The Purchaser shall notify the Supplier as far as possible about its intention to initiate a product recall and provide an opportunity for the latter to make representations. The Supplier agrees to maintain product liability insurance at an insured sum of £2 million – flat rate – for each instance of injury/damage; any further claims for damages to which the Purchaser might be entitled shall remain unaffected.
14. Trade mark rights
(a) In accordance with the requirements of para. (b), the Supplier guarantees that he/she will not breach any trade mark rights of third parties in countries of the European Union or any other countries in which he/she manufactures the products or has them manufactured. (b) The Supplier is obliged to release the purchaser from all claims made by third parties against the purchaser because of the breach named in para. (a) of commercial trade mark rights and to reimburse the purchaser with all the necessary expenses related to this claim. This right does not apply if the Supplier is able to prove that he/she is either not responsible for the infringement of the trade mark right or unaware of any infringement while exercising the due care of a diligent businessman at the point in time of the delivery. (c) Further legal claims of ours due to a defect in title with regard to goods delivered to us shall remain unaffected.
15. Retention of ownership, provision, tools, obligation to maintain secrecy
(a) In as far as we provide the Supplier with parts, we shall retain ownership of these. Any processing or changes made by the Supplier shall be made on our behalf. If our reserved goods are processed with other objects not belonging to us, then we shall acquire co-ownership of the new item in proportion to the ratio of the value our item to the other processed objects at the time of processing.
(b) If the item made available by us is inseparably mixed with other objects not belonging to us, then we shall acquire co-ownership of the new item in proportion to the ratio of the value of the item subject to the reserved item to the other objects mixed-in at the time of the mixing. If the mixing takes place in such a manner that the item of the Supplier is to be regarded as the main item, then it is deemed to be agreed that the Supplier transfers co-ownership on a pro rata basis; the supplier shall preserve for us the sole or co-ownership.
(c) The Supplier shall be obliged to insure the materials provided by us sufficiently against the usual damage risks - fire, theft, burglary, water, etc. - at his/her own expense. The Supplier must surrender any reimbursement claims in advance deriving from the insurance contract. We herewith accept the transfer.
(d) We reserve our title to ownership of tools; the Supplier is obliged to use the tools exclusively for the manufacture of the goods ordered by us, even if they are manufactured by the Supplier him/herself at their own expense. The Supplier is obliged to insure the tools belonging to us at the reinstatement value against damage caused by fire, water and theft at his/her own expense. He/she is obliged to have the necessary maintenance and inspection work carried out in due time and at his/her own expense. Any faults must be communicated to us immediately; where he/she culpably fails to do so, the damage compensation claims will remain unaffected.
16. Supplier Statement, Foreign Trade
The Supplier shall demonstrate the provenance/origin of the goods in compliance with the relevant regulations, particularly by providing a supplier’s declaration or a declaration of origin and statement of the country of origin of the goods.
The Supplier shall inform the Purchaser about whether the goods are subject to an export license. The Supplier shall communicate to the Purchaser the control list item number according to the UK foreign trade law. On request, the Supplier shall communicate to the Purchaser any further export-related data applicable to the goods.
17. Spare Part Supply
For technical delivery items, the Supplier shall warrant to the Purchaser the spare parts supply at normal market prices for a period of 10 years after passage of the risk relating to the delivery item to the Purchaser.
18. Confidentiality
The Supplier undertakes to refrain from passing to any third party any and all information or data relating to the Purchaser that become known to it in the course of fulfilling or executing a contractual relationship with the Purchaser or disclosing them in any other way.
The Supplier shall only be authorized to make information and data received from the Purchaser available to those persons who need to use them necessarily for the purpose of making a delivery to the Purchaser and who have also been committed to maintaining confidentiality.
The Supplier shall impose these obligations to maintain confidentiality also upon any and all persons employed and make sure that they comply with this obligation to maintain confidentiality.
An obligation to maintain confidentiality shall not apply by way of exception (a) to any data or information that have already been in lawful possession of the Supplier at the time of their disclosure;
(b) to any data or information that were already in the public domain at the time of their disclosure to the Supplier or became publicly available thereafter;
(c) if and to the extent the Supplier or any of its employees should be bound by law or a decision of a court or administrative authority to communicate the information disclosed by the Purchaser to the Supplier and/or provide information about it;
(d) if the Purchaser has previously consented to the disclosure of data or information received by the Supplier from the Purchaser. The Supplier shall bear the burden of proof for the applicability of the exceptions referred to in the preceding phrases (a-d).
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The Purchaser reserves all rights to such information (including copyrights and the right to file industrial property rights such as patents, etc.). If and to the extent that such information was disclosed to the Purchaser by any third party, this legal reservation shall also apply to the benefit of such third parties.
19. Compliance
The Supplier commits to complying with any and all laws and regulations of those countries in which it performs activities. The Supplier assures the Purchaser that it will neither engage in any bribery offense nor any violation of human rights – neither directly nor indirectly, neither actively nor passively. The Supplier is responsible for the protection of its personnel and the environment. The Supplier shall impose these obligations also upon its suppliers in each individual case.
20. Legal Venue; Jurisdiction, Precedence of Language
The present agreement is subject to UK law alone, excluding the application of the UN Convention on International Sale of Goods.
The Purchaser’s domicile shall be the legal venue for any disputes arising out of the contractual relationship. However, the Purchaser shall also be entitled to bring an action against the Supplier before the court having jurisdiction at the Supplier’s domicile. Any interpretation of a specific contract and the present General Purchasing Conditions shall be based on the original English text even if the contract and/or the present General Purchasing Conditions are translated into a different language.
21. Severability Clause
If any individual provision of the present General Purchasing Conditions should be void in full or in part, this shall not affect the validity of the remaining provisions. The parties agree to replace any void provision by a valid one which comes as close as possible to the economic intent of the invalid provision. This shall not apply in case of invalidity due to a violation of UK Foreign Trade Law.
In such a case, the statutory provision shall apply unless it is appropriate to make a supplementary interpretation of the contract for the purpose of filling a gap.