1. Basis of the Sale
The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller, which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, and these conditions shall govern the Contract between the parties. No variation of these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and Seller.
2. Orders and Specifications
The quantity, quality and description of and any specifications for the Goods shall be those set out in the Seller’s quotation (if accepted by the Seller) or the Buyer’s order.
3. Sample Goods
The Seller shall provide a limited number of samples of Goods in accordance with the Buyer’s specifications submitted. However the samples will be provided based on the materials available to the Seller at the time the request for a Sample Goods is made. All Sample Goods are provided for size purposes only, unless otherwise stated.
4. Price of the Goods / Services
The price of the Goods /Services shall be the Seller’s quoted price. The Seller reserves the right, by giving notice to the Buyer at any time before delivery to increase the price of the Goods/ Services to reflect any reasonable increase in the cost to the Seller which is due to any factor beyond the reasonable control of the Seller, which said price change shall be effective on the date of delivery. Prices quoted are quoted exclusive of value added taxation.
5. Terms of Payment
The Seller shall invoice the Buyer for the Goods in Euros. Payment for the Goods by the Buyer shall at all times be paid in full without deduction of bank charges and shall become due and payable within thirty (30) days from the Month of the Invoice unless otherwise agreed in writing between both parties. The Seller does not accept debit note deductions from payments. If the payment of any sum becomes overdue, interest shall accrue on the unpaid principal amount of such delayed payment from the date upon which it becomes due at a rate of 10% per annum.
Where the Goods / Services are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Terms and Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
7. Quantity Variations
A shortage or surplus delivery equal to and not exceeding 10 percent will be considered due execution of any order above 1000. (By way of example for sake of clarity order quantities below 1000 a tolerance of plus/minus 15% shall apply).
Whilst every effort will be made to supply Goods in accordance with the quality of samples submitted or quoted for, the company reserves the right to use alternative material without affecting the quality of the Goods.
Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified in writing via email to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within reasonable time after discovery of the defect or failure. If delivery is not refused and the Buyer does not notify the Seller accordingly, the buyer shall not be entitled to reject the Goods and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. In the event that a defect is discovered and the parties are in agreement that the defect arises due to the failure of the Seller to deliver the product as per the specifications agreed in writing between the parties then the Seller will only issue a credit note to the Buyer if the goods are returned in same condition as they were when they were delivered by the Seller. A claim that a quality defect exists will not be entertained under any circumstances if any of our paper based products have come into direct contact with liquids, vapours, condensation and/or moisture of any kind.
10. Arbitration Clause
All disputes between the parties arising out of or in any way relating to this contract shall in the first instance be dealt with by line management and then may be referred by either party to its chief executive with a view to the dispute being resolved by discussion between the respective chief executives.
If the procedure referred to in paragraph above does not achieve a resolution of the dispute, then same may be referred by either party to arbitration provided that either party informs the other of their intention to do so in writing at least 30 days in advance of instituting Arbitration proceedings which said proceedings shall be under the jurisdiction of the Rules of International Chamber of Commerce. Neither party hereto shall institute arbitration proceeding hereunder unless, at least sixty days prior thereto, such party shall have furnished to the other written notice of its intention to do so.
The place of arbitration shall be Limerick, Ireland. The arbitrator shall be entitled to appoint one or more advisors or experts on any matter (including law) to assist him/her in the arbitration
Each party shall be liable for their own legal and advisory costs and shall pay equally the fees and expenses of the Arbitrator. The parties agree that the decision of the arbitrator shall be final and binding.
11. Jurisdiction and Governing Law
All disputes between the parties arising out of or in any way relating to this Contract or any other disputes between the parties in any way connected with the subject matter of this Contract shall be governed by the Law of Ireland. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Ireland. Nothing contained in this clause or the arbitration clause shall limit the right of the parties to seek provisional or protective relief from any court having competent jurisdiction pending the outcome of arbitration in accordance with this Contract.
12. Limitation of Liability for Consequential Loss
The Seller shall not in any circumstances be liable for special, incidental, indirect punitive or Consequential damages, (including but not limited to late delivery, lost production, lost data) and including but not limited to whether occasioned by the act, breach, omission, default or negligence of Seller, its employees, contractors and subcontractors and shall include without limitation, loss of Business, revenue or profits, loss of use of data, loss of saving or anticipated savings, loss of investment, loss of reputation, economic loss, loss of goodwill or cost of capital or of extra administrative costs whether or not foreseeable, arising out or in connection with this Contract, whether in an action based on contract, equity or tort including negligence or other legal theory.
13. Stock and Serve System
The Seller shall provide selected Buyers with a stock and serve service on the basis that the following terms and conditions are strictly adhered to.
- a. 1 At the time of placing a Purchase Order the Buyer must advise the Seller that they require the stock and serve system to be implemented. This will initiate the process whereby the Seller will have knowledge of the intention of the Buyer. The Buyer cannot be retrospective in this regard in so far as his intention to utilise the Stock and Serve system must be advised at the time of the placing of the Purchase Order.
- b.The Buyer is hereby placed on formal notice that the Seller shall not initiate any Order under the Stock and Serve System until such time as the Seller is in receipt of the Purchaser’s signed-off Artwork and Purchase Order.
- c. The Buyer is hereby advised that the necessary lead-time for all First Purchase Orders is stipulated as being from the date of receipt of the Purchaser’s signed-off Artwork and Purchase Order.
- d.The Buyer must provide the Seller with a written Forecast of Requirements before the Seller proceeds to fill the Purchase Order under the Stock and Serve System.
- e.Once the stock associated with the first Purchase Order for each part is received by the Sellers store, the Seller will ensure delivery of that part under the Stock & Serve System within 2-3 working days from the date of placement of the Call-Off by the Buyer provided that the Buyer initiates the “call-off” by 12 noon on any working day. There will be a minimum delivery amount which will be agreed at the start of the contract.
- f.The Seller will provide the Buyer with regular updates on the levels of Stock that are stored on site by way of Stock Sheets. The Seller will require the Buyer to advise as to the quantity of stock to be maintained on site and the Seller shall not be responsible to maintain stock levels on an on-going basis without written authority to do so.
- g.The Buyer is hereby notified that in the event of a down turn in demand for its Goods thereby rendering them slowing down and or static and after the expiration of three months the Goods will automatically be shipped to the Buyer and the Buyer will be provided with an Invoice for same which will be required to be remitted in compliance with the payment terms of payment in this Agreement.
- h. A contract between the Buyer and Seller under the Stock and Serve service shall not be deemed closed before the Buyer has taken all of the stock held by the Seller under Purchase Order and/or Forecast and/or E-mail instruction and plus/minus the quantity tolerance.
14. Indemnity for Direct Loss
The Buyer shall indemnify and keep indemnified the Seller (together with its officers, servants and agents against any and all liability, claims, causes of action, suits, damages and expenses (including legal fees and expenses), which any of them suffers, whether direct loss as a result of any breach of this Contract by the Buyer, its servants, agents or employees or, becomes compelled to pay by reason of any acts whether of omission or commission of Buyer or any of its servants, agents or employees in connection with Buyer’s performance of this Contract. In connection with the storage, distribution promotion and sale of the Goods by or on behalf of the Buyer or otherwise in connection with the Buyer’s business, including without limitation, any defect in the Goods and any product liability claims related to or arising from the Goods.
15. Force Majeure Clause
The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform, any of the Seller’s obligations in relation to the Goods/Services, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Seller’s reasonable control, Act of God, Government action, act of terrorism explosion, flood, fire, accident or machinery breakdown.
16. Retention of Title
Title to any Goods shall not pass to the Buyer but shall be retained by the Seller until the contract price has been paid to the Seller in full by the Buyer. Until such time as title in goods has passed to the Buyer then:-
- a)The Seller shall have absolute authority to retake, sell or otherwise deal with or dispose of all or any part of the goods in which the title remains vested in the Seller.
- b)For the purposes specified in (1) above the Seller or any of its agents or Authorised representatives shall be entitled any time and notice to enter upon the premises in which the goods or any part thereof is installed or kept or is reasonably believed to be.
- c)The Seller shall be entitled to seek a court injunction to prevent the Buyer from selling, transferring or otherwise disposing of the goods.
- d)The Buyer shall store or otherwise denote the goods in respect of which property remains the title of the Seller in such a way that the same can be recognised as the property of the Seller.
Notwithstanding the clauses outlined above, risk in the goods shall pass on delivery to the Buyer and until such time as title in goods has passed to the Buyer, shall insure the goods to their replacement value and the Buyer shall on request, provide the Seller with a certificate or other evidence of such insurance.
17. Errors and Omissions
Any typographical, clerical or other error or omission in any sales literature, quotation price list, acceptance of order invoice or other document or information issued by the Company shall be subject to correction without liability on the part of the Company.