Back to top1 INSTRUCTION
1.1 We are advising you in relation to a proposed milk quota transfer and these
terms govern the relationship between us. You should be aware that the proposed
transaction will not be contractually binding until all parties have signed
the relevant transaction documentation.
1.2 Quota will not normally be marketed unless the Form of Instruction has been
returned to us fully completed and signed. You warrant to us that all information
provided will be full and accurate. You must also complete, sign and return
all documents sent to you within the timescale indicated in our correspondence.
1.3 We reserve the right to decline to market any quota at any stage during
the course of a transaction.
1.4 If the Form of Instruction is completed showing that the price of the quota
is to be market price at our discretion we will endeavour to achieve a price
per litre which in our opinion reflects the market price reasonably obtainable
at the date at which verbal agreement between both parties is achieved.
1.5 Our explanatory notes (which are attached) set out the procedures we will
follow as agents on your behalf.
1.6 Upon receipt of a Form of Instruction and until such time as the available
quota has been sold subject to contract, you will receive a copy of the Milk
Quota Bulletin on a regular basis.
1.7 Please note that we will not be able to secure a sale for you until you
have signed and returned the transfer documentation we send to you.
2 EXTENT OF OUR AGENCY
2.1 We will provide the following services to you:
Advise you on a proposed transaction and whether the transfer should be a permanent or temporary transfer, with or without land;
Provide and complete the documentation to effect the transaction;
Hold the transaction monies in a client's stakeholder account until the Rural Payments Agency have notified the parties that the transaction has been registered;
Lodge the appropriate forms with the Rural Payments Agency;
3 MARKETING
3.1 Our approval must be obtained in advance for any joint agency arrangement
for the marketing of quota. Failure to notify a joint agency to us may result
in our immediately ceasing to act in the marketing of the quota.
3.2 The quota will be sold by private treaty unless otherwise agreed with you.
4 CHARGES
4.1 Our charges are assessed on a percentage basis. The basic rate is currently
3.00%. Rates are negotiable for large volumes by separate arrangement. In the
event the volume actually transferred by Bruton Knowles is less than the volume
initially placed we reserve the right to adjust the commission rate as we consider
appropriate and where there is an adjustment to be made we will notify you in
writing before the transaction becomes legally binding.
4.2 The commissions are subject to a minimum overall fee to deal with an instruction
of £400 plus VAT.
4.3 The service includes marketing the quota and undertaking the paperwork necessary
to effect the transfers including notification to your purchaser group. Subject
to paragraphs 4.4 and 4.5 if we fail to effect the sale of the quota we will
make no charge.
4.4 In the event that you withdraw instructions before exchange occurs, the
transaction having already been agreed, subject to contract, either verbally
or in writing for any reason we reserve the right to charge at our discretion
an administration fee not exceeding £400 plus VAT, or £400 plus VAT per transaction
whichever is the higher.
4.5 Ancillary work undertaken by us in connection with transactions (for example
correspondence or other dealings with third parties such as Landlords, Banks,
the Agricultural Mortgage Corporation etc) will be charged at the rate of £80
per hour plus VAT irrespective of whether or not the quota is transferred.
4.6 VAT at the applicable rate will be added to our charges unless zero rating
or an exemption applies. Our fees will normally be deducted from the sale proceeds
but all our fees are payable within one month. We reserve the right to charge
interest for late payment at the rate of 2% above the base rate from time to
time of Lloyds Bank plc.
5 TAX AND VAT 5.1 The tax implications of quota sales need to be carefully
considered. Whilst we will give general assistance we are not lawyers or accountants.
We advise that an accountant or solicitor should be consulted who is familiar
with milk quotas and your particular circumstances.
5.2 We operate a self-billing system for VAT and therefore undertake to issue
output tax invoices on behalf of registered vendors. You must not issue any
invoices directly to quota purchasers introduced by this Firm. If you are not
registered for VAT you must make this clear when returning the Form of Instruction.
We must be notified immediately if a VAT registration number is cancelled or
if a new number is issued for any reason.
6 PAYMENT BY PURCHASER 6.1 For sales by private treaty we normally impose
a 10 day time limit for payment although this is dependent on market circumstances.
The sales remain subject to contract until such time as payment has been received
and cleared and all agreements have been signed by or on behalf of both parties
and all interested parties.
6.2 The return of the Rural Payments Agency's transfer form duly signed will be
taken as being confirmation that you wish to proceed, subject to any contrary
instructions in writing and we shall then provisionally complete (which is when
the parties are legally committed to the transfer).
6.3 You must inform us immediately when you receive written notification from
the Rural Payments Agency that the transfer of the quota has been registered. The
purchase price the VAT (if applicable) and interest earned on the stakeholder
account will then be released to you less our commission plus VAT. We will send
you an appropriate VAT invoice in respect of our commission.
7 INTEREST The rate at which interest is accrued to you will be either
at the rate from time to time prevailing at Lloyds Bank plc or at the rate of
interest payable on our client's bank call account from time to time as you
specify on the Form of Instructions. Since the Bank Call Account option involves
us in substantially more administrative work we will make an additional charge
per transaction. If this option is exercised the charge is £50 plus VAT.
8 LIMITED LIABILITY We shall not be liable for:
Losses arising as a result of incorrect or misleading information that you have given us;
Losses resulting from the inappropriateness of the contractual documentation as we recommend that you take independent legal advice on these;
Loss of profits, or other consequential economic or indirect losses howsoever arising;
Claims arising from failure or delay in dealing with the transaction if due to circumstances beyond our reasonable control.
9 Rural
Payments Agency
The quota transfer will not be effective until registered with the Rural
Payments Agency. Although our Explanatory Notes give some guidance on how long it is likely
to take the Intervention Board to process the application, we have no control
over their processing procedures. We also cannot take responsibility for any
change in Rural Payments Agency or DEFRA policy once the transaction has become
legally binding nor in respect of any changes to the Regulations governing transfers
after this time.
10 MISCELLANEOUS POINTS
10.1 The information and advice that we provide you, whether written or oral,
is provided to you for your own sole use and shall not be made available or
disclosed to any third party without our prior written consent.
10.2 We are acting for you as the vendor of the quota only. We will provide
you with the details of the purchaser but give no warranty or assurance that
the information provided is correct or that the purchaser will comply with the
terms of the transaction.
10.3 You shall indemnify us in respect of all actions demands claims liabilities
or other losses (including costs) suffered by or made against us and arising
out of this transaction through no fault of our own.
10.4 We reserve the right to record all telephone conversations without notice
and to provide copies of the recordings to any third parties at our discretion.
10.5 This agreement (together with our Explanatory Notes) sets out the entire
agreement between us and replaces any other arrangements understandings or representations
made between us.
10.6 This agreement shall be governed by English law and shall be subject to
the jurisdiction of the English courts.
11 FINANCE
You are notified that we may offer transferees the opportunity to arrange finance
for quota transactions through third party financial institutions.
Notice
Any prospective or actual vendor of milk quota should consider taking appropriate
legal advice in respect of the transaction.
Bruton Knowles NQE, Bisley House, Green Farm Business Park, Bristol Road,
Gloucester, GL2 4LY.