The following terms and conditions shall (unless expressly varied in writing) apply to any contract of sale entered into between Humancare (The Seller) and a customer of the Seller (The Buyer).
- PRICES – All prices are subject to market fluctuations and the actual prices to be paid by the Buyer shall be the Seller’s prices, ruling at date of dispatch. The Seller shall be entitled to charge to the Buyer the amount of any Valued Added Tax for which the Seller shall be liable.
- DELIVERY – Delivery of goods shall be affected by the Seller loading the goods at, and carrying them from, the Seller’s premises to a place for delivery designated by the Buyer at the time of placing the order or to a place otherwise agreed with the Seller.
(a) Unless otherwise agreed in writing, the Buyer shall be bound to accept goods ordered by him on notification that they are ready for delivery. If the Buyer fails to take delivery, the Seller shall be entitled:
(i) to treat the contract as at an end and to re-sell goods; or
(ii) to invoice the goods whereupon payment in full shall become due forthwith and
(iii) to charge at rates giving an economic return for the handling and storage of such goods from the invoices date to the eventual date of delivery to the Buyer or disposal elsewhere under the power of sale referred to above. The Buyer shall be liable for insurance of such goods from the date on which he is notified that the goods are ready for delivery onwards.
(b) The Seller shall not be liable to the Buyer for any failure to deliver or delay in delivery howsoever arising and the Seller shall in no circumstances be liable for any consequential loss arising from such delay. Any date of delivery given by the Seller or his agent shall be deemed to be an estimate only.
(c)If goods are contracted to be delivered in installments, late delivery of one installment shall not entitle the Buyer to reject any other installment under the same contract.
(d) Any complaint of short delivery or of damage to goods in transit must be notified in writing by the Buyer to the Seller within 24 hours of receipt of the goods. Where any valid claim in respect of any of the goods which is based on any deficit in the quality or condition of the goods or their failure to meet specification is notified to the Seller in accordance with these terms and conditions, the Seller shall be entitled to replace the relevant goods free of charge or at the Seller’s sole discretion refund to the Buyer the price of the relevant goods in exchange for the return of the goods but the Seller shall have no further liability to the Buyer in this regard. Any complaint of failure to deliver any goods must be so notified within 10 days of receipt of invoice.
- RETENTION OF TITLE BY SELLER – The Seller and the Buyer expressly agree that until the Seller has been paid in full for the goods comprised in this or any other sale contract between them
(a) The goods comprised in this contract remain the property of the Seller (although the risk therein shall have passed to the Buyer at the point when delivery begins).
(b) the Seller may recover those goods at any time from the Buyer if in his possession, if the Seller judges that the amount outstanding from the Buyer on the general statement of account between the parties is in excess of the credit limit the Seller is willing to accord to the Buyer, and for that purpose the Seller, his servants and agents may enter upon any land or building in the occupation of the Buyer upon which the goods are situated.
(c) If the Buyer incorporates the goods into other products with the addition of his goods or those of others or uses such goods as material for other products (with or without such addition) the title to those other products is upon such incorporation or use ipso facto transferred to the Seller, and the Buyer as bailee for them for the Seller will store the same for the Seller in a proper manner without charge to the Seller.
(d) Notwithstanding the obligations of the Seller to store goods under these terms and conditions, the Buyer shall have the right to dispose of the goods in its business whose title remains or vests under these terms and conditions with the Seller for the account of the Seller and to pass that good title to the goods to his customer being a bona fide purchaser for the value without notice of the Seller’s rights.
(e) In the event of such disposal, the Buyer has the fiduciary duty to the Seller to account to the Seller for the proceeds but may retain therefrom an excess of such proceeds over the amount outstanding under these terms and conditions or under any sales contract.
- LIMITATIONS OF SELLER’S LIABILITY – Except as otherwise expressly provided for in these conditions, the Seller shall have no liability of any kind whatsoever to the Buyer in respect of any loss or damage (whatever direct, indirect or consequential) suffered by the Buyer, his servants or agents, howsoever arising, whether in contact or negligence and whether for loss or damage to property or for death or bodily injury, in respect of any goods supplied by the Seller.
- CONSEQUENTIAL LOSS – Without prejudice to the generality of the foregoing provision the Seller shall not in any event be liable to a Buyer for any indirect or consequential loss or damage.
- WARRANTIES – (a) No warranty or representation given by or on behalf of the goods sold shall be binding upon the Seller unless specifically stated in writing to be incorporated in the contract. (b) Any implied term, condition or warranty, whether statutory or otherwise, as to the quality of the goods sold including without prejudice to the generality of the foregoing whether they be merchantable or of merchantable quality of their fitness for any particular purpose or as to their correspondence with any description or sample given or on behalf of the Seller is hereby excluded.
- COPYRIGHT AND INDUSTRIAL PROPERTY RIGHTS – The Seller shall be indemnified by the Buyer against any claim by a third party against the Seller arising out of any goods supplied or to work done for the Buyer, including any infringement of copyright, patent, trademarks or registered designs.
- DESCRIPTION OF GOODS – All descriptions and illustration contained in any catalogues, price list, advertising matter and other literature of the Seller are intended merely to present a general idea of the goods described therein and none of them shall from part of the contract.
- PAYMENTS – All transactions are settled in full prior to shipping so no credit is provided.
- SELLER’S RIGHT OF RESCISSION – The Seller shall have the option (without prejudice to any of its other rights against the Buyer) by notice in writing to the Buyer to rescind any contract between the Seller and the Buyer or to suspend delivery in the following events.
(i) Should any sum owing by the Buyer to the Seller be overdue whether under the same or any other contract.
(ii) Should the Buyer be in any breach of any term of the same or any other contract with the Seller.
(iii) Should the Buyer enter into any composition or arrangement with or for the benefit of its creditors or be adjudicated a bankrupt or (if a body corporate) should it go into liquidation either voluntary or otherwise or have a receiver appointed over all or any of its assets.
- BUYER’S CONDITIONS – The Buyer’s standard terms or conditions of purchase, as contained in order forms or letterheads, shall not apply to any contract of sale of goods between the Seller and the Buyer.
- FORBEARANCE BY SELLER – No forbearance or indulgence by the Seller shown or granted to the Buyer whether in respect to these general conditions or otherwise shall in any way affect or prejudice the rights of the Seller against the Buyer or be regarded as a waiver of any of these general conditions.
- FORCE MAJEURE – The Seller shall not be liable for failing to perform the contract whether in whole or in part if the failure is caused by any inability to secure labour, materials, or supplies, act of god, riot or civil commotion, strike, lockout, fire flood, drought, Act of government, epidemic, volcanic emission or eruption or any cause (whether or not similar in kind to all or any of the foregoing) outside the Seller’s control and shall have the right by notice in writing to the Buyer to rescind the contract or to effect or impose such variation in the contract as may in its opinion be necessary.
- RETURN OF GOODS – Goods accepted for return are subject to a 15% surcharge.
- LAW AND JURISDICTION – These terms and conditions shall be governed by the law of Ireland and the parties submit to the exclusive jurisdiction of the Irish courts.