SCHLÖTTER (IRELAND) DAC
STANDARD CONDITIONS OF SALE
SCHLÖTTER (IRELAND) DAC - STANDARD CONDITIONS OF SALE
The Supplier shall use reasonable efforts to meet any stated delivery date or performance date but shall not be liable (in contract, negligence or otherwise) for any loss or damage resulting from its failure to do so, howsoever caused. In the event that the Customer is not in a position to accept delivery at the agreed date, it shall be liable to compensate the Supplier for the costs of storage incurred by it.
Delivery shall be at the Customer’s premises stated in the purchase order unless otherwise agreed. Delivery of the Goods or Services may be made in one or more instalments unless otherwise agreed.
In the event that the Goods are supplied with packaging designated by the Supplier as returnable, the Customer may be required to discharge the cost thereof and on its return to the Supplier in good order and condition to its head office at Schlötter Ireland DAC, 5 Pine Road, Naas Enterprise Park, Naas, Co. Kildare, Ireland, W91KH68 (or such other premises nominated by the Supplier) within a reasonable period, the Customer will be reimbursed.
Notification of queries and/or complaints must be made to the Supplier in writing within fourteen days of receipt of the Goods or if in respect of Goods damaged in transit, within seven days. The Customer may withhold payment for Goods until any valid complaint about them has been resolved but only in respect of those specific Goods about which a complaint has been made.
No amendment to the order by the Customer shall be valid unless it shall be accepted by the Supplier in the same manner in which the original order was accepted.
Unless another price is quoted by the Supplier, the price of the Goods is the Supplier’s relevant trade price at the date of the order. In the event of a significant change in the cost of materials to the Supplier after an order has been made, it shall be entitled to withdraw from the agreement for sale and no compensation shall be payable.
Unless expressly quoted as including VAT, all prices are exclusive of VAT or any other government taxes or duties which, if applicable, shall be paid by the Customer.
Unless otherwise notified in writing by the Supplier, the Customer shall make all payments due to the Supplier within thirty days of the date of the invoice by cheque or cleared funds to the bank account nominated by the Supplier. The Supplier reserves the right not to accept orders from any Customer who is in arrears.
The Customer shall pay to the Supplier interest on any overdue amount at the rate of 2% per annum above the refinancing base rate of the European Central Bank from the due date for payment until payment calculated on a daily basis and compounded monthly.
If the Supplier is in breach of the warranties given by it hereunder, its liability shall be DAC to the replacement of the Goods concerned or, at the option of the Supplier, reimbursement of the purchase price. The Supplier shall have no further liability to the Customer whether under these conditions of sale or on any other basis including liability in tort.
The Supplier shall not under any circumstances be liable to the Customer by reason of any representation or warranty, condition or other term or any duty under common law or under the express terms of these conditions of sale for any consequential, special, incidental or punitive loss or damage (whether for loss of current or future profits, loss of enterprise value or otherwise) and whether occasioned by the negligence of the Supplier, its employees or agents or otherwise, even if advised of the possibility of such damage. (Nothing in these conditions of sale shall exclude or limit the liability of the Supplier for death or personal injury resulting from the negligence of the Supplier or any of its employees or agents nor shall they operate to exclude or limit any statutory rights which cannot be legally excluded or Limited.)
The Customer by entering into a contract for the supply of Goods or Services from the Supplier acknowledges that it is acting in the course of business and not as a consumer.
Neither the Supplier the Customer shall be entitled to assign their rights under this agreement (unless otherwise provided in these terms) without the consent in writing of the other.
In the event of the provision of Services by the Supplier to the Customer, all prices quoted are exclusive of the reasonable hotel, travel and other out of pocket expenses of the employees of the Supplier incurred in providing the Services unless otherwise agreed in writing.
Unless otherwise agreed in writing by the Supplier, the Supplier retains ownership of all intellectual property rights in respect of the Goods or Services supplied and all documents, drawings and electronic files connected with them. The Customer warrants that it will use the Goods only for the purposes envisaged by the purchase agreement, shall not engage in any deconstruction, reverse engineering or other technical process to establish materials or methods used in the construction of the Goods and shall not reveal at any time to any third parties any information concerning the Goods which might be considered confidential to the Supplier.
Neither party shall be deemed to be in breach of the agreement for sale if the delay or failure results from force majeure provided that the affected party promptly notifies the other, uses all reasonable endeavours to eliminate or minimise the delay and recommences full performance of the agreement for sale as soon as is reasonably possible following cessation of the force majeure.
Any notices required to be sent under this agreement shall be sent by recorded delivery post or facsimile.
No failure or delay by a party to exercise any right or remedy provided under the agreement for sale or by law shall constitute a waiver of that right or remedy nor shall it preclude or restrict the future exercise of that or any other right or remedy.
If any of the provisions of the agreement for sale are found to be invalid, illegal or enforceable, this shall not affect the validity of the remaining provisions. In the event of such occurrence, the parties shall in so far as is legally permitted agree on the replacement of the relevant provision with a valid one achieving the same or a similar purpose.
The reference to a requirement for any document or other thing to be in writing under these Conditions of Sale will be taken to include communication by email.