SCHLÖTTER (IRELAND) DAC

STANDARD CONDITIONS OF SALE

SCHLÖTTER (IRELAND) DAC - STANDARD CONDITIONS OF SALE

1. DEFINITIONS

1. “Customer” means the person or company who purchases the Goods as hereinafter defined;
    
2.  “Force Majeure” means an event beyond the control of the parties preventing their compliance with these terms and includes strikes, war, riot, severe flooding or storm, earthquake;
    
3. “Goods” means the Goods ordered by the Customer from the Supplier in an order which as been accepted by the Supplier;

1. “Services” means Services ordered by the Customer from the Supplier in an order which has been accepted by the Supplier;

1. “Supplier” means Schlötter (Ireland) DAC whose registered office is at Schlötter Ireland DAC, 5 Pine Road, Naas Enterprise Park, Naas, Co. Kildare, Ireland, W91KH68 (or any of its subsidiaries).

2. APPLICABILITY OF THESE TERMS
   The Supplier shall be only be deemed to have entered an agreement for the sale of Goods or Services if an order has been made by the Customer and accepted by the Supplier. In that event, these conditions of sale are deemed to apply unless agreed otherwise by the Supplier in writing.
    
3. PERFORMANCE/DELIVERY DATE

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.

4. DELIVERY LOCATION

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.

5. CARRIAGE AND INSURANCE
   1. The cost of transport of the Goods to the premises of the Customer shall be borne by the Supplier for all orders in excess of €500.00 unless agreed otherwise between the parties.
       
   2. Responsibility for the care, safety and insurance of the Goods shall pass to the Customer on delivery of the Goods to the premises of the Customer or on their collection by the Customer.

6. RETENTION OF TITLE
   1. Title to the Goods only passes to the Customer when payment is made for them in full.

1. The Customer shall be entitled to sell the Goods (or products derived from them) in the normal course of business.  The Supplier shall be entitled at any time to withdraw its consent to such sale. The Customer hereby assigns the right to pursue any subsequent purchaser for monies owed in respect of those Goods to the Supplier.

1. The Customer’s right to sell the Goods shall cease in the event that a receiver or liquidator is appointed to it, it makes an arrangement with its creditors or commits an act of bankruptcy.

1. In the event that the Goods have been incorporated in to another product, the Supplier shall retain the right to possession of so much of the new Goods as shall represent the value of the Goods supplied.

1. The Supplier shall have the right to enter the premises of the Customer to remove the Goods in which it retains title.

7. PACKAGING

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.          

8. QUERIES AND COMPLAINTS

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.

9. AMENDMENTS

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.
PRICES

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.

11. VAT

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.

12. PAYMENT TERMS

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.
 

13. INTEREST

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.
 

14. WARRANTIES BY SUPPLIER
    1. The Supplier warrants that at the time of the sale it will have title to sell the Goods to the Customer and the Goods sold to the Customer will conform to the specification for them published by the Supplier. The Supplier provides no warranty that the Goods are suitable for any use intended by the Customer unless agreed otherwise in writing.  

1. The Supplier shall deliver to the Customer such certificates of regulatory approval or conformity as shall be required by law.

1. The Supplier warrants to the Customer that the supplies shall be provided in accordance with the terms of the order, free from defects (whether actual or latent) in design, materials and workmanship, with reasonable care and skill, in accordance with generally recognised commercial practices and standards in the industry and in compliance with all applicable laws and regulations. This warranty shall continue for twelve calendar months from the date of acceptance of the Goods or Services.

15. WARRANTIES BY CUSTOMER
    1. The Customer warrants that the employees and contractors it employs in utilising the Goods shall have sufficient skill and knowledge to do so safely and shall ensure that all health and safety, environmental and other regulations shall be complied with at all times while using the products of the Supplier.
        
    2. The Customer warrants that it has the appropriate regulatory and proprietary approvals, consents and permissions necessary to allow it to carry out the work intended on the Goods and will indemnify the supplier in the event of any claim made against the supplier arising from any deficiency in standards of work or regulatory or proprietary disputes or prosecutions arising from the actions of the Customer.
        
16. REMEDIES FOR BREACH OF WARRANTY

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.

17. CONSEQUENTIAL LOSS

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.)

18. CUSTOMER ACTS IN THE COURSE OF BUSINESS

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.

19. ASSIGNMENT OF RIGHTS UNDER THIS AGREEMENT

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.

20. DISPUTES AND GOVERNING LAW
    1. Any dispute arising from these conditions and/or the contract for the supply of Goods or Services by the Supplier to the Customer shall be governed by Irish Law. In the event of a dispute between the parties hereto, it shall be open to either party to refer the matter to arbitration in accordance with the Arbitration Act, 2010 (or any amendment thereof) by an arbitrator nominated by the President of the Law Society of Ireland whose decision in the matter shall be final and binding.

1. In the event of any dispute regarding the Goods and their suitability or otherwise, the Customer shall permit the Supplier (and/or its contractors) to enter its premises and examine the conditions of use of the Goods.

21. EXPENSES

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.

22. INTELLECTUAL PROPERTY RIGHTS

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.

23. FORCE MAJEURE

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.

24. NOTICES

Any notices required to be sent under this agreement shall be sent by recorded delivery post or facsimile.

25. WAIVER

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.

26. SEVERABILITY

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.

27. ELECTRONIC COMMUNICATIONS

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.

END