Terms of Business/Procedures

Vendor of Milk Quota - Without Land

Introduction

We are advising you in relation to a proposed transaction in milk quota and these terms govern the relationship between us.

Our Role

Our role is to help you:

identify whether you wish to enter into a transaction in milk quota and if so, whether it should be a permanent or temporary transfer with or without land;
provide and complete the documentation to implement the transaction;
hold transaction monies in a client stakeholder account where relevant which will only be released once notification has been received from the Rural Payments Agency that the transaction has been registered.
submit all necessary forms to the Rural Payments Agency, and
provide any other advice or assistance you may require in relation to the proposed transaction.

However, we are not lawyers and suggest that you take legal advice on the content of the transaction documents which we will prepare on your behalf. We will not be liable for:

losses arising out of incorrect or misleading information provided to us,
claims that the contractual documentation is inappropriate as you are recommended to take independent legal advice,
failure or delay if this is due to any circumstances beyond our reasonable control, and
any loss of profits or other consequential, economic or indirect loss incurred or suffered by you (whether in respect of any breach hereof, in tort or howsoever arising).

Although nothing herein shall limit our liability in respect of death or personal injury due to our negligence.

Your Role

It is important that you provide us with as much information as possible which is relevant to the proposed transaction to enable us to advise you properly. You warrant to us that all information provided or confirmed by you to us will be full and accurate. You must also complete, sign and return all documents sent to you within the time scales indicated.

The Rural Payments Agency

All transactions in milk quota must be registered with the Rural Payments Agency and are not effective until registered. We have no control over the speed with which applications are processed by the Rural Payments Agency and bring to your attention the fact that either the Rural Payments Agency or DEFRA may impose changes to the system of permanent or temporary transfers of milk quota which may be to your detriment.

Fees

Our fee is a percentage commission, subject to a minimum charge of £200.00 per transaction, based on the value of the transaction which will be specified when the contract is concluded on the telephone and/or in the letter accompanying the documents, which will be sent to you. It will be due and payable once a binding contract is reached (which will be concluded verbally on the telephone). In addition, we may charge additional fees for additional advice. This would be specified over the telephone when the contract is concluded.

VAT at the applicable rate will be added unless zero rating or an exemption applies. Fees shall be deducted from the proceeds of sale.

General

All information and advice, written or oral which we provide to you is for your sole use and shall not be disclosed or made available by you to any third party without our prior written consent.

You shall indemnify us in respect of all actions, claims, demands, liabilities, or other loss (including costs) suffered by or made against us arising through no fault of our own out of this transaction.

We are acting for you as Vendor of the quota only. We will pass on to you details given to us by the purchaser, but give no assurance or warranty that such details are correct nor that the purchaser will comply with the terms of the transaction.

This agreement is subject to English Law and we both submit to the jurisdiction of the English Courts.

This agreement sets out the entire agreement between us and overrides and replaces any other arrangements, understandings or representations made between us.

We reserve the right to record all telephone conversations without notice and in our absolute discretion to provide copies to third parties of any recordings made.

Procedure - Sale of Milk Quota

The terms of the Sale between you and a purchaser are contained in the documents attached:
(a) The Quota Sale Agreement
(b) Rural Payments Agency Form MQ/1
We will send to you the Rural Payments Agency Form MQ/1 for signature. The purchaser will send a cheque for the purchase price and we will hold those funds in a stakeholder client’s account until the Rural Payments Agency approves the transfer.
We will forward the Rural Payments Agency Form MQ/1, signed by you, to the Purchaser for signature, to be returned to us within the strict time scales set out. Alternatively, we reserve the right to request the Purchaser signs a Letter of Authority for a member of Ian Potter Associates’ staff to sign the Rural Payments Agency Form MQ/1 on his behalf to implement the transfer.
We will then send the Rural Payments Agency Form MQ/1 to the Rural Payments Agency for processing and release the VAT amount (if applicable) to the Vendor.
On receipt of written confirmation from the Rural Payments Agency that the transfer of the milk quota has been registered you will forward a copy of this notice to our office either by e-mail/fax/post. We will then release the purchase price, VAT (if applicable) and any interest earned (unless the interest accrued amounts to £19.99 or less) on the client account we will deduct our commission (plus VAT) and send you an appropriate VAT invoice.
Yours rights, if the Rural Payments Agency refuses to register the transfer are set out in Clause I of the quota sale agreement.
If a transaction is cancelled for any reason after we have released the VAT element to the Vendor, to comply with Customs & Excise Practice, credit notes issued will be exclusive of VAT.

We may wish to contact you or send you details of other services which we feel may be of interest and of benefit to you. If you do not wish to receive such information, please tick the box and return. PPPP

Purchaser of Milk Quota - Without Land

Our Role

In this sale we are acting as Agent for the Vendor of the Milk Quota. We will introduce the Vendor to you, but are not advising or acting for you in connection with this Sale. You agree to obtain separately all necessary advice in connection with a transaction. In particular you agree to carry out your own calculation of the effect of a proposed transaction on the butterfat base of your quota and confirm that you will not rely on any calculation prepared by us.

Procedure – Purchase of Milk Quota

The terms of the Sale between you and the Vendor are contained in the documents attached:-
(a) The Quota Sale Agreement.
(b) Rural Payments Agency Form MQ/1
We request you return your payment for the total sum payable, inclusive of VAT (if VAT is applicable) so that it arrives within the time scales indicated in the deal script. We will send to you a receipted VAT invoice (if requested). All cheques are accepted on the basis of being paid upon first presentation. If a cheque is returned (whether or not subsequently represented and paid) you will pay to us an additional fee of £30.00 to cover administration charges.
Complete and sign the Letter of Authority for completion of the Rural Payments Agency Form MQ/1.
Once we have cleared your cheque and received a signed Rural Payments Agency Form MQ/1 from the Vendor, we will take the following action:
(a) Release the VAT element, if applicable, to the Vendor.
(b) Hold the quota funds in a stakeholder client account pending registration of the transfer of Milk Quota into your name.
(c) Send the completed Rural Payments Agency Form MQ/1 to the Rural Payments Agency for approval.

Fees

Our fee (if applicable) for the documents we have prepared will be confirmed to you in the telephone deal script. This is payable upon receipt of an invoice issued at the time the documents are sent to you. The documentation fee (if applicable) is non-refundable in all circumstances.

General

As we are not advising or acting for you in this transaction it is your responsibility to take any professional advice which you may deem necessary in connection with the transaction and the documentation to be signed by you.

We reserve the right to record all telephone conversations without notice and in our absolute discretion to provide copies to third parties of any recordings made.

If a transaction is cancelled for any reason after we have released the VAT element to the Vendor, to comply with Customs & Excise Practice, credit notes issued will be exclusive of VAT.

Lessee of Milk Quota

Our Role

In this transaction we are acting as Agent for the Lessor of the Milk Quota. We will introduce the Lessor to you, but are not advising or acting for you in connection with this Lease. You agree to obtain separately all necessary advice in connection with a transaction. In particular, you agree to carry out your own calculation of the effect of a proposed transaction on the butterfat base of your quota and confirm that you will not rely on any calculation prepared by us.

Procedure

The terms of this Lease will be contained in the Rural Payments Agency MQ/3 for Wholesale Quota, together with the details confirmed with you via our office in the telephone deal script.
You must return the signed Rural Payments Agency Form MQ/3, together with your cheque for the total sum payable, inclusive of VAT (if VAT is applicable), and a separate cheque for the Rural Payments Agency Administration Fee so that they arrive within the time scales indicated in the deal script. We will send to you a receipted VAT invoice (if requested). All cheques are accepted on the basis of being paid upon first presentation. If a cheque is returned (whether or not subsequently represented and paid) you will pay to us an additional fee of £30.00 to cover administration charges.
Once we have received the documentation from you, cleared your cheque and hold all necessary documents from the Lessor, we will take the following action:
(a) Hold the leasing price in a stakeholder client account pending registration of the lease of Milk Quota into your name and forward the VAT to the Lessor (if applicable)
(b) Send the completed Rural Payments Agency Form to the Rural Payments Agency for processing.

Fees

Our documentation fee if applicable is shown in the letter accompanying the documents. This is payable upon receipt of an invoice issued at the time the documents are sent to you. The documentation fee (if applicable) is non-refundable in all circumstances.

General

As we are not advising or acting for you in this transaction it is your responsibility to take any professional advice that you may deem necessary in connection with the transaction and the documentation to be signed by you.

We reserve the right to record all telephone conversations without notice and in our absolute discretion to provide copies to third parties of any recordings made.

If a transaction is cancelled for any reason after we have released the VAT element to the Vendor, to comply with Customs & Excise Practice, credit notes issued will be exclusive of VAT.

Lessor of Milk Quota

Introduction

We are advising you in relation to a proposed transaction in milk quota and these terms govern the relationship between us.

Our Role

Our role is to help you:

identify whether you wish to enter into a transaction in milk quota and if so, whether it should be a permanent or temporary transfer, with or without land;
provide and complete the transaction documentation;
hold transaction monies in a stakeholder client account where relevant which will only be released once notification has been received from the Rural Payments Agency that the transaction has been registered.
submit all necessary forms to the Rural Payments Agency, and
provide any other advice or assistance you may require in relation to the proposed transaction.

However, we are not lawyers and suggest that you take legal advice on the content of the transaction documents themselves.

We will not be liable for:

losses arising out of incorrect or misleading information provided to us,
claims that the contractual documentation is inappropriate as you are recommended to take independent legal advice,
failure or delay if this is due to any circumstances beyond our reasonable control, and
any loss of profits or other consequential, economic or indirect loss incurred or suffered by you (whether in respect of any breach hereof, in tort or howsoever arising).

Although nothing herein shall limit our liability in respect of death or personal injury due to our negligence.

Your Role

The Rural Payments Agency

Fees

Our fee is a percentage commission, subject to a minimum charge of £75.00 per transaction, based on the value of the transaction which will be specified either when the contract is concluded (over the telephone) in the letter accompanying the documents which will be sent to you. It will be due and payable once a binding contract is reached (which will be concluded verbally on the telephone). In addition, we may charge additional fees for additional advice. These would be specified over the telephone when the contract is concluded.

VAT at the applicable rate will be added unless zero rating or an exemption applies. Fees shall be deducted from the proceeds of leasing. We reserve the right to charge interest for late payment of the rate of 5% above the base rate of Barclays Bank plc

General

All information and advice, written or oral which we provide to you is for your sole use and shall not be disclosed or made available by you to any third party without our prior written consent.

We are acting for you as Lessor of the quota only. We will pass on to you details given to us by the lessee, but give no assurance or warranty that such details are correct nor that the lessee will comply with the terms of the transaction.

This agreement is subject to English Law and we both submit to the jurisdiction of the English Courts.

This agreement sets out the entire agreement between us and overrides and replaces any other arrangements, understandings or representations made between us.

We reserve the right to record all telephone conversations without notice and in our absolute discretion to provide copies to third parties of any recordings made.

Procedure - Lease of Milk Quota

We will report back to you with offers received from prospective Lessees, but a contract will not be concluded until we have your specific authorisation.
If you agree to lease milk quota to a Lessee we have introduced to you, a legally binding contract will be concluded on the telephone on your behalf (conditional on RPA approval) once we have your authority to do so. The contract will become binding on both parties at that stage.
We will send written confirmation to both you and the Lessee, together with Form MQ/3 or a Letter of Authority, which must be signed and returned to us within the strict time scales set out in the letter which will accompany them. The Lessee will send a cheque for the lease fee with his signed copy of Form MQ/3 or a Letter of Authority and we will hold those funds in a stakeholder client account until the Rural Payments Agency approves the lease.
We will forward the completed, signed Form MQ/3 to the Rural Payments Agency and release the VAT amount (if applicable) to the Lessor.
On receipt of written confirmation from the Rural Payments Agency that the lease of the milk quota has been registered you must immediately send us a copy of the confirmation either by e-mail, fax or post. We will then release the leasing monies to you, VAT, if applicable, and any interest earned (unless the interest accrued amounts to £19.99 or less) on the client account. We will deduct our commission (plus VAT) and send you an appropriate VAT invoice.

Any data collected by Ian Potter Associates is strictly used for our business and will be used for the purposes for which it is collected. We may wish to contact you or send you details of other services, which we feel may be of interest and of benefit to you. If you do not wish to receive such information, please tick the box and return.