Conditions of Sale
Notice must be given in writing within 14 days of collection or delivery, or any damage, shortage or other complaint of goods delivered.
Whilst every effort is made to comply with your order specification, due to the composition of corrugated paper it cannot be guaranteed that machine readable symbols (such as bar codes) will be capable of being read by such devices, the seller shall have no liability to the buyer or any third party if the symbol proves not to be machine readable.
The property in the goods shall not pass to the customer until all sums whatsoever which are due from the customer to the company whether under this contract or howsoever otherwise shall have been paid in full.
Our terms of payment are nett 30 days.
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.
Orders and Specifications
No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until it is confirmed in writing by the Seller’s authorised representative. The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
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. Prices quoted are quoted exclusive of value added taxation.
Terms of Payment
Seller shall invoice Buyer for the Goods in Euros. Payment for the Goods by 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 end of month of 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.
A shortage or surplus delivery not exceeding 10 per cent will be considered due execution of any order.
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 to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a 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 Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
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 the paragraph above does not achieve a resolution of the dispute, the same may be referred by either party to arbitration under the Rules of the International Chamber of Commerce. Neither party hereto shall institute an 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 language of arbitration shall be English.
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 equally pay the fees and expenses of the arbitrator and all other expenses as the arbitrator may decide. Judgment upon the arbitrator’s award may be entered in any court having competent jurisdiction. The parties agree that the decision of the arbitrator shall be final and binding on the parties.
Jurisdiction and Governing Law
All disputes between the parties arising out of or in any way relating to this Contract of 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.
Limitation of Liability for Consequential Loss
In no event shall the Seller 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.
Indemnity for direct loss
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 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.
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.
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:
1. 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.
2. For the purpose specified in (1) above the Seller or any of its agents or Authorised representatives shall be entitled at any time and without notice to enter upon the premises in which the goods or any part thereof is installed or kept or is reasonably believed to be.
3. The Seller shall be entitled to seek a court injunction to prevent the Buyer from selling, transferring or otherwise disposing of the goods.
4. 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, 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.