ONLINE TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS (“TERMS”)

1. About us
1. 1.1. Company details. Bayer CropScience Limited (company number 218826) (hereinafter referred to as “we” and “us”) is a company registered in England and Wales and our registered office is at 230 Cambridge Science Park, Milton Road, Cambridge, CB4 0WB. Our main trading address is Bayer CropScience Limited of 230 Cambridge Science Park, Milton Road, Cambridge, CB4 0WB. Our VAT number is GB 641 9586 11.
2. 1.2. Contacting us. To contact customer service team by email support@magicscout.app. How to give us formal notice of any matter under the Contract is set out in clause 13.2.
2. Our contract with you
1. 2.1. Our contract. These terms and conditions (hereinafter referred to as “Terms”) apply to the order by you and supply of goods by us to you (hereinafter referred to as “Contract”). No other terms are implied by trade, custom, practice or course of dealing.
2. 2.2. Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
3. 2.3. Language. These Terms and the Contract are made only in the English language.
4. 2.4. Your copy. You should print a copy of these Terms OR save them to your computer.
5. 2.5. Placing an order and its acceptance
6. 2.6. Placing your order. Please follow the onscreen prompts to place an order via our website https://magicscout.app/en-GB. “MagicTrap” (hereinafter referred to as “Goods”) are subject to these Terms.
  1. I hereby confirm that I am not a “consumer” for the purposes of English consumer law, in particular under the definition in the Consumer Rights Act 2015, which states that a consumer is an "an individual acting for purposes that are wholly or mainly outside that individual's trade, business, craft or profession". This order is for business and commercial use only. If you do not agree to the terms of this Agreement, do not place an order.
7. 2.7. You will need to download the "MagicScout” app (hereinafter referred to as the “App”) and thereby in addition to the App, you can also acquire a right to Use of MagicScout Software (hereinafter referred to as the “Software”) developed for the Goods. The Software will be needed in order for the Goods to function as intended.
8. 2.8. Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 2.9.
9. 2.9. Accepting your order. We will confirm our acceptance to you by sending you an email that confirms that the Goods have been dispatched (hereinafter referred to as “Dispatch Confirmation”). The Contract between you and us will only be formed when we send you the Dispatch Confirmation.
10. 2.10. If we cannot accept your order. If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.
3. Our Goods
1. 3.1. The images of the Goods on our site are for illustrative purposes only. We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.
4. Return and Exchanges
1. 4.1. Goods should be returned if they are faulty, for either an exchange or we can send a replacement part. Please notify us as set out in Clause 1.2. You will then receive a pre-paid return label by post or email, depending on your preference. You can cancel the order, however, this cancellation right does not apply in the case of the Goods have been despatched.
2. 4.2. If you have returned the Goods to us under this Clause 4.1 because they are faulty or mis-described, we will refund the price of the Goods and will refund or replace you using the same method of payment.
3. 4.3. If Goods have been delivered to you before you decide to cancel the Contract then you must return them to us without undue delay and in any event not later than 14 days after the day on which you let us know that you wish to cancel the Contract. To arrange the return of Goods, please contact customer service (https://magicscout.app/en-GB/contact).
5. Delivery, transfer of risk and title
1. 5.1. We will contact you with an estimated delivery date, which will be within 5 working days after the date on which we email you to confirm our acceptance of your order OR of Dispatch Confirmation. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 12 for our responsibilities when this happens.
2. 5.2. Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order.
3. 5.3. You own the Goods once we have received payment in full, including of all applicable delivery charges.
4. 5.4. If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.
6. International delivery
1. 6.1. We do not deliver to addresses outside Great Britain.
7. Price of goods and delivery charges
1. 7.1. The prices of the Goods will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 7.4 for what happens if we discover an error in the price of Goods you ordered.
2. 7.2. Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.
3. 7.3. The price of Goods includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
4. 7.4. We sell our Goods through our site. It is always possible that, despite our reasonable efforts, sometimes, Goods on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:
  1. where the Goods correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Goods to you; and
  2. If we discover an error in the price of the Goods you have ordered we will contact you in writing to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.
8. How to pay
1. 8.1. You can only pay for Goods using the payment options available online. Payment by other methods are not accepted.
2. 8.2. Payment for the Goods and all applicable delivery charges is in advance. We will not charge your debit card or credit card until we dispatch your Goods.
9. Our warranty for the goods
1. 9.1. The Goods are intended for use only in the UK. We do not warrant that the Goods comply with the laws, regulations or standards outside the UK.
2. 9.2. The Goods when used with the App and in compliance with the terms and conditions of use of the App and right to use the software licence must be observed. Descriptions in the accompanying documentation, unless expressly designated as such, do not constitute a guarantee of quality. Minor deviations from the agreed functions do not justify any warranty claims. Any questions, please contact https://magicscout.app/en-GB/contact.
3. 9.3. We provide a warranty that on delivery and for a period of 12 months from delivery, the Goods shall:
  1. subject to clause 3, conform in all material respects with their description; and
  2. be free from material defects in design, material and workmanship; and
  3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
  4. be fit for any purpose held out by us.
4. 9.4. Subject to Clause 9.5, if:
  1. you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Clause 9.3;
  2. we are given a reasonable opportunity of examining the Goods; and
  3. we ask you to do so, you return the Goods to us at our cost,
  we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5. 9.5. We will not be liable for breach of the warranty set out in Clause 9.3 if:
  1. you make any further use of the Goods after giving notice to us under clause 9.3;
  2. the defect arises as a result of us following any drawing, design or specification supplied by you;
  3. you alter or repair the Goods without our written consent;
  4. the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
6. 9.6. We will only be liable to you for the Goods failure to comply with the warranty set out in clause 9.3 to the extent set out in this Clause 9.
7. 9.7. Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
8. 9.8. These Terms also apply to any repaired or replacement Goods supplied by us to you.
10. Our liability: your attention is particularly drawn to this Clause
1. 10.1. References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
2. 10.2. We only supply the Goods for external use by your business, and you agree not to use the Goods for any resale purposes.
3. 10.3. Nothing in these Terms limits or excludes our liability for:
  1. death or personal injury caused by our negligence;
  2. fraud or fraudulent misrepresentation;
  3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
  4. any other liability that cannot be limited or excluded by law.
4. 10.4. Subject to Clause 10.3, we will under no circumstances be liable to you for:
  1. any loss of profits, sales, business, or revenue; or
  2. loss or corruption of data, information or software; or
  3. loss of business opportunity; or
  4. loss of anticipated savings; or
  5. loss of goodwill; or
  6. any indirect or consequential loss.
5. 10.5. Subject to Clause 10.3, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed the price of the Goods.
11. Termination
1. 11.1. Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:
  1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 10 days of you being notified in writing to do so;
  2. you fail to pay any amount due under the Contract on the due date for payment;
2. 11.2. Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
3. 11.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
12. Events outside our control
1. 12.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (hereinafter referred to as “Event Outside Our Control”).
2. 12.2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
  1. we will contact you as soon as reasonably possible to notify you; and
  2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
3. 12.3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us as per Clause 1.2.
13. Communications between us
1. 13.1. When we refer to "in writing" in these Terms, this includes email.
2. 13.2. Any notice given by one of us to the other under or in connection with the Contract must be in writing and sent by email, unless otherwise agreed on a specific occasion.
  1. A notice is deemed to have been received if sent by email, at 9.00 am the next working day after transmission.
3. 13.3. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
4. 13.4. The provisions of this Clause shall not apply to the service of any proceedings or other documents in any legal action.
14. General
1. 14.1. Assignment and transfer.
  1. We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this website if this happens.
  2. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
2. 14.2. Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us or our respective authorised representatives.
3. 14.3. Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
4. 14.4. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
5. 14.5. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
6. 14.6. Governing law and jurisdiction. The Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.

Edition: June 2024

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