If the Buyer’s order purports to exclude these Conditions such clause shall be ineffective unless the Buyer obtains the Company’s express written agreement to these conditions.
Pricing and Payment
All first orders will be invoiced Pro Forma. At the Seller’s sole discretion the Price shall be either as indicated in invoices provided by the Seller to the Buyer in respect of the Goods supplied, or the Seller’s quoted Price which shall be binding upon the Seller provided that the Buyer shall accept the Seller’s quotation in writing within 10 days.
Payment terms, unless otherwise expressly stipulated, are net same DAY from date of invoice. The Company shall be entitled to charge interest on amounts unpaid at the rate of 2% per month.
At the Seller’s sole discretion the costs of delivery are included in the price. The Buyer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery. In the event that the Buyer is unable to take delivery of the Goods as arrange, then the Seller shall be entitled to charge a reasonable fee for delivery.
If the Seller retains ownership of the Goods nonetheless, all responsibility for the Goods passes to the Buyer on Delivery. If the Goods are damaged or destroyed following delivery but prior to ownership passing to the Buyer, the Seller is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by the Seller is sufficient evidence by the Seller’s rights to receive all insurance proceeds payable for the Goods.
It is the intention of the Seller and agreed by the Buyer that ownership of the Goods shall not pass to the Buyer until the Buyer has paid all amounts due and owing for the particular Goods, and until the Byer has met all other obligations due by the Buyer to the Seller in respect of this and all contracts between the Seller and the Buyer. All types of payment, in any manner whatsoever affected, must be cleared or recognised and received by the Seller before they are deemed payment.
To the extent permitted by statute, no warranty is given as to the quality or suitability of the Goods for any purpose and any implied warranty is expressly excluded. The Seller shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof however arising.
Sale of Goods and Supply of Services Act
This Agreement and all transaction between the Buyer and the Seller are subject to the provisions of the Sale of Goods Act 1983 and the sale of Goods and Supply of Services Act 1980 in all cases except where the Buyer is contracting within the terms of a trade/business which is expressly excluded from the above Acts.
Default and Consequences of Default
Interest on overdue invoices shall accrue daily from the date when payment becomes due until the date of payment at a rate of 2% per calendar month. If the Buyer defaults in payment of any invoice when due, the Buyer shall indemnify the Seller from and against all costs and disbursements incurred by the Seller in pursuing the debt including legal costs on a solicitor and own client basis and the any collection Agency Costs.
If any account remains overdue after thirty (30) days then an amount of 10% of the sum overdue shall be levied for administration, which sum shall become due and payable immediately.
Return of the Goods
Goods supplied in accordance with the Customer’s order may later be returned only with the permission of the Seller. The Buyer will not be charged a restocking charge.
Until the Seller has been paid in full for the Goods comprised in this or any other contract between the Company and the Seller the Goods remain the property of the company although the risk and responsibility for the Goods passes to the Buyer.
Passing of Ownership
Risk of damage to or loss of the Goods shall pass to the Buyer immediately upon dispatch, however Title to the Goods does not pass to the Buyer until such time as the Company has received payment in full for the Goods delivered.
No liability is accepted for any direct or indirect cost , damage or expense related to damage or injury or reduction in profit or production arising out of or occasioned by any defect in or failure of the Goods or material or parts supplied by the Company.
An Order may be cancelled at the discretion of the Seller; all costs incurred up to the time of cancellation will be reimbursed by the Buyer to the Seller. Goods produced to special order CANNOT be cancelled or returned.
The Seller can collect, retain and use any information about the Buyer for the purposes of assessing the Buyer’s creditworthiness or for marketing of other products and/or services to the Buyer, and to disclose information about the Buyer, whether collected by the Seller from the Buyer directly or obtained from any source, to any credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection r of listing (whether before or after judgement) a default by the Buyer on publicly accessible credit reporting databases.
It is the Seller’s responsibility to comply with the legal and technical requirements governing the Food Industry, the regulations of FSAI and EU legislation on Food safety.
It is the Buyer’s responsibility to ensure that the premises and equipment where the Goods are stored and displayed are suitable and in good condition and in accordance with the Seller’s instructions and regulations and EU legislation on Food safety.
Each clause of this contract is severable and distinct from the others.
These terms and conditions and any contract to which they apply shall be governed by the Laws of Ireland and any dispute arising therefrom shall be adjudicated in the Courts of the Republic of Ireland.
The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss or profit) arising out of a breach by the Seller of these terms and conditions.
In the event of any breach of this contract by the Seller, the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Goods.
The Buyer shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed by the Buyer to the Seller.
The Seller may licence or sub-contract all or any part of it’s rights and obligations under these terms and conditions without he Buyer’s consent.
The Seller reserves the right to review these terms and conditions at any time. The Buyer will be notified of any such change and may accept or decline same.
Neither party to any contract encompassing these terms and conditions shall be liable for any default due to any Act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or other natural disaster beyond the reasonable control of either party.
Signed on behalf of the Seller this ........day of ........2020
Signed on behalf of the Buyer this .........day of........2020
Witnessed this.......day of........2020