Terms & Conditions of Trading

These Terms & Conditions of Trading (“Terms”) govern all sourcing requests, quotations, orders, contracts and deliveries of fertilizer and related products (“Products”) made through the Aquifert platform (the “Platform”), operated by Aquifert Ltd (company number [●]), whose registered office is at [●], United Kingdom (“Aquifert”, “we”, “us”, “our”).

These Terms apply to business customers only. By submitting a sourcing request, accepting a quotation, or placing an order through the Platform, you confirm that you act in the course of a business and accept these Terms. Separate Platform Terms of Use govern your general use of the website and software.

Aquifert operates a governed B2B trading platform. Unless expressly stated otherwise in an order confirmation, Aquifert contracts with the buyer as principal seller of the Products and sources from vetted producers, traders and distributors (“Suppliers”). In certain identified transactions Aquifert may act as disclosed agent; where this is the case it will be stated on the quotation.

Our operating principle is: the engine flags; a human clears. Automated systems screen counterparties, documents and transactions for compliance risk, but no transaction is released without review and clearance by a member of the Aquifert compliance or operations team.

Supplier anonymity is fundamental to the Platform. Nothing that could reveal the identity of a Supplier is shared with a buyer — ever. Quotations, documents and communications are re-issued or redacted by Aquifert so that pricing, origin and documentation are disclosed without identifying the underlying Supplier.

Access to sourcing requests, quotations, ordering, insights and financing features requires an active paid membership, unless otherwise agreed in writing. Free (AQ1) accounts may access market information and other features as described on the Platform from time to time.

All buyers and Suppliers are subject to onboarding checks, which may include company verification, know-your-customer (KYC), anti-money-laundering (AML), sanctions and credit screening. We may decline, suspend or terminate access where these checks are not satisfied.

A sourcing request submitted through the Platform is an invitation to treat, not an order. A quotation issued by Aquifert is an offer open for the validity period stated on it (or, if none, 48 hours). A binding contract is formed only when Aquifert issues an order confirmation following your acceptance of a quotation.

The order confirmation, together with these Terms and any documents expressly referenced in it, forms the entire contract for that transaction. Your own standard terms are excluded.

Quotations state the product, specification, quantity, packaging, price, currency, delivery terms (by reference to Incoterms® 2020), shipment or delivery window, and payment terms. Any variation must be agreed in writing by Aquifert.

Prices are as stated on the order confirmation. Unless stated otherwise, prices are exclusive of VAT and any applicable duties, taxes, inspection fees or bank charges, which are payable by the buyer.

Payment terms (including any deposit, letter of credit, documentary collection or open-account terms) are stated on the quotation and order confirmation. Time of payment is of the essence. We may charge interest on overdue sums at 4% per annum above the Bank of England base rate, accruing daily, together with reasonable recovery costs, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

Our Payment & Refund Policy applies to membership fees, invoicing, refunds and cancellations.

Delivery is made on the Incoterm stated in the order confirmation, interpreted in accordance with Incoterms® 2020. Risk passes in accordance with that Incoterm.

Title to Products passes on receipt of full payment in cleared funds. Until title passes, the buyer holds the Products as bailee, stores them identifiably, and grants Aquifert a right to recover them in the event of insolvency or non-payment.

Delivery dates are estimates given in good faith. We will notify material delays and keep tracking information updated on the Platform.

Products are supplied to the specification stated in the order confirmation. Independent inspection (e.g. SGS, Intertek or equivalent) may be included where stated, and the resulting certificates will be made available through the Platform’s document vault.

Any claim for shortage, damage or non-conformity must be notified through the Platform (with photographs and inspection evidence where relevant) within 7 days of delivery for apparent defects, or within 30 days for latent defects, and in any event before the Products are resold, blended or applied.

Our liability for a valid claim is limited, at our option, to replacement of the affected Products, a price reduction, or a refund of the price paid for the affected quantity.

Both parties shall comply with all applicable laws, including sanctions and export-control laws of the UK, the UN, the EU and the US, anti-bribery laws (including the Bribery Act 2010), and AML regulations.

We may suspend or cancel any transaction, before or after contract formation, where our compliance screening identifies a sanctions, AML, fraud or other regulatory risk, or where continuing would breach applicable law. In such cases our liability is limited to refunding payments received for the affected Products.

Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.

Subject to that, we are not liable for loss of profit, loss of revenue, loss of business, loss of crops or yield, or any indirect or consequential loss. Our aggregate liability arising out of a transaction shall not exceed the price paid or payable for the Products giving rise to the claim.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including extreme weather, natural disaster, war, terrorism, port congestion or closure, strikes, export bans, government action, or failure of utilities or transport networks. The affected party must notify promptly and mitigate. If the event continues for more than 60 days, either party may cancel the affected transaction without liability (save for accrued rights).

These Terms and every contract formed under them are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales, save that Aquifert may seek interim or injunctive relief in any competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.