Conditions of Use

1  Interpretation

1.1 In these conditions of sale:

1.2 These Terms and Conditions form part of every contract between the Customer and the Supplier in the sale and purchase of Goods and the Customer is deemed to have accepted these Terms and Conditions upon placing an order with the Supplier.

 2  Delivery

 2.1 The Supplier shall use reasonable efforts to meet any stated delivery 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.

2.2 Delivery shall be at the Customer’s premises stated on the purchase order, unless otherwise agreed. Where a Customer is unable to accept a delivery at an agreed time or refuses to accept a delivery without reasonable excuse (to be determined by the Supplier), whether from the Supplier or its authorised agent, the Supplier may make further arrangements with the Customer to redeliver the goods and the Customer shall be responsible for any costs in relation to same.

2.3 The Customer is considered to have given authority to accept a delivery on its behalf to any person who actually accepts delivery at the delivery address.  

 2.4 A delivery note, invoice, delivery sheet or equivalent document is to be signed by the Customer or                        any such person authorised to accept same. Such signature is the Customers acknowledgement         that the goods have been duly inspected and correspond in quality and quantity with the goods               listed in the delivery note, invoice, delivery sheet or equivalent document.

*Medicinal Products must be checked explicitly at time of delivery. No return of medicinal products will be accepted unless returned at the time of delivery.

 2.5 Delivery will be carried out by a third party to be negotiated after the Acceptance of a Customer Order.

 2.6 The Customer accepts full liability in relation to any packaging/delivery items used by the Supplier or their agent in delivering the goods, while same remains in their possession. For example, this includes but is not limited to cages, pallets etc.

 3  Ordering

3.1 The Customer agrees that by placing an order with the Supplier, either thought the website, email, telesales or fax, under that customer’s code, account number or password, is taken as that Customers agreement to that price. The Supplier shall not be bound by the placing of any order until such time same is accepted.

 3.2 Acceptance of a Customer order by the Supplier is deemed to take place upon the express confirmation of the acceptance of the Supplier to that Customer. Sending the Customer an acknowledgement confirming receipt of the order or notification of a direct debit does not constitute acceptance of an order.

3.3 The Supplier has sole discretion in whether to accept an order from a Customer. Where the Customer refuses to accept the Terms and Conditions as set out in this document, the Supplier shall be under no obligation to accept the Customer’s order.

 3.4 There is a minimum order of Goods to the value of €500.00 (five hundred Euros) excluding VAT on all deliveries. This does not include cigarettes, tobacco or related products, as may be defined by the               Supplier from time to time.

3.5 All samples issued by the Supplier are issued for the sole purpose of giving an approximate idea of                       the Goods and shall not form part of the contract for sale of the Goods and shall not constitute a sale                        by sample. The Supplier accepts no liability for any error and cannot be liable in any circumstances for                      any loss or damage resulting from the Customer’s reliance on such samples.

4  Packaging, Carriage and Insurance

The Prices are [inclusive][exclusive] of any costs of standard packaging, carriage and insurance, which shall be arranged by the Supplier [but paid by the Customer in addition to the price].

5 PRODUCTS

5.1 Product Recall: The Supplier may initiate and direct a product recall, market recall, stock recovery,                       product correction or advisory safety warning (a “Recall”) regarding any of the Goods or may require                   that the Customer conduct a product recall, market recall, stock recovery, product correction or             advisory safety warning. The Supplier shall determine the manner, text and timing of any publicity to            be given to such matter. The Supplier shall have no liability for any loss suffered by the Customer as a                        result of a Recall.

5.2 Labelling: It is the Customers responsibility to ensure that Goods are sold before any ‘Best Before’                       or ‘Use By’ date. The Supplier is under no obligation to accept returns for goods with an expired ‘Best                   Before’ or ‘Use By’ date. The Customer should refer to any Returns Policy in place by the Supplier     from time to time in this regard.

6  RETENTION OF TITLE

6.1 The title and beneficial ownership of the Goods shall not pass to the Customer from the Supplier until such time as all sums that are due or fall due, to the Supplier from the Customer, on any account, however arising, have been paid in full.

6.2. The Supplier or his agents shall have the right, without prejudice to the rights of the Customer to sell or otherwise dispose of the goods supplied, to retake possession of the Goods and for this purpose, the Customer grants to the Supplier an irrevocable license to enter upon any property owned, occupied or controlled by the Customer, without notice, in order to exercise this right.

6.3 Where the title and beneficial ownership of the Goods has not yet passed to the Customer (as per clause 6.2) the following shall apply:

                                                6.3.1  The Customer shall be entitled to resell the Goods in any sale effected in the ordinary                                           course of business at full market value and the Customer shall  hold any proceeds of sale on                                   trust for the benefit of the Supplier;

                                                6.3.2 The Customer shall hold the goods as Bailee on our behalf;

                                                6.3.3 The Goods shall be stored by the Customer separately from other goods and clearly                        marked as the Suppliers property, so that they remain readily identifiable. The Customer                                                                     shall be responsible for insuring the Goods and shall indemnify the Supplier for any damage                                           to same, whether through improper storage or otherwise.

                        6.4 Nothing in this clause 6 shall be construed as creating a lien or charge or any other form of security                       over the Customer’s property or that or a third party.

7                      Risk

                        7.1 Subject to clause 7.2, risk to the Goods purchased shall pass to the Customer upon Delivery.

                        7.2 The Supplier is not liable for any damage caused to the Goods during transit where same is              provided by a third           party under the instructions of the Supplier.

8                      Queries and Complaints

Notification of queries and/or complaints must be notified to the Supplier in writing within 7 (seven) days of receipt of the Goods. The Customer must firstly refer to any Returns Policy currently in place by the Supplier before making a complaint.   

9                      Prices

Unless another price is quoted by the Supplier in writing and accepted by the Customer, the price of the Goods is the Supplier’s relevant trade price as at the date of the invoice, as published from time to time.

10                   VAT

Unless expressly quoted as including VAT, all prices are exclusive of value added tax or any other government taxes or duties which, if applicable, shall be paid by the Customer.

11                   Invoices

11.1 The Supplier shall invoice the Customer upon despatch of the Goods, or anytime after as it sees fit.

11.2 There is a charge for each duplicate invoice, statement or equivalent document requested, payable upon the request for the document, as follows:

                                                11.2.1 Where the invoice, statement or equivalent document has been issued less than 6                                                   (six) months previously, a charge of €15.00 (fifteen) Euro per document.

                                                11.2.2 Where the invoice, statement or equivalent document has been issued more than 6                                                 (six) months previously, a charge of €25.00 (twenty-five) Euro per document.

                                                11.2.3 Where the invoice, statement or equivalent document has been issued more than 12                                              (twelve) months previously, a charge of €50.00 (fifty) Euro per document.

The above fees may be varied by the Supplier at any time.

12                   NOTIFICATION

12.1 The Customer shall inform the Supplier as soon as reasonably possible of any changes to the        information furnished to the Supplier at the initial registration of their account or of any inaccuracies as                    soon as they become aware of same.

12.2 The Customer shall also notify the Supplier as soon as reasonably possible when there is any       change in or intention to change, control of the Customer or when there is a change in or intention to                    change, legal personality, status or identity of the Customer or upon the occurrence of any of the           grounds for Termination as set out in clause 18. Proper Notification is deemed to have occurred when         the Supplier expressly acknowledges same to the Customer. Failure to properly notify the                       Supplier will                       result in the Customer remaining liable on all orders made and any monies owing to the Supplier.

13                   Payment Terms

13.1 Unless otherwise agreed by the Supplier, the Customer shall make all payments due to the Supplier via Direct Debit within the period agreed in the terms when registering its account. Where payment is accepted by alternative method, it is in the Supplier’s sole discretion to accept such as a once off or on an ongoing basis.

13.2 The Customer must provide to the Supplier, a signed direct debit mandate drawn on a valid Irish bank account. Payments made via Direct Debit will be debited from the Customer’s account 2 (two) weeks from the date of invoice. The Supplier reserves the right to make collection on any date subsequent to this, subject to advance notification being transmitted to the Customer by way of phone, email, fax or post.

13.3 The Supplier may, in its sole discretion, offer extended payment terms to the Customer. Collection in these circumstances will be made in accordance with such terms, which will be furnished in writing to the Customer.  

13.4 If payment request is not honoured by the Customer’s bank, then an administration fee of €50.00 (fifty) shall become payable to the Supplier from the Customer.

13.5 The Supplier may refuse, either temporarily or permanently, delivery of goods to the Customer if the payment terms set out herein are not complied with. This provision shall not prejudice any other rights of the Supplier may have in relation to breach of these Terms and Conditions.

13.6 The Supplier reserves the right to pass on charges incurred in dealing with Credit Cards and Debit Cards when dealing with payments. Due to the changing nature of Bank charges, these charges will be notified at the time of payment and will be displayed on the Customer invoice.

13.7 Credit terms and/or amounts are at the sole discretion of the Supplier and will be set in accordance with Credit reference agencies. The Supplier reserves the right to vary existing credit terms and/or                        amounts with Customers, with notice, in circumstances where the credit reference agencies reduces the                       credit, or in any other circumstances. 

13.8 The Customer shall be liable to the Supplier for any costs reasonably incurred by the Supplier or its agents, including Solicitors and Debt Collection Agencies, arising from the Customer’s failure to pay for the Goods, in full or in part, when called upon to so do by the Supplier. This includes, but is not limited to legal action for the recovery of debts or the recovery of Goods.

14                   No Deductions

The Customer shall make all payments in Euros, without set-off or counterclaim and free and clear of all taxes, deductions, withholdings and other charges.

15                   Interest

The Customer shall pay to the Supplier interest on any overdue amount at a rate of 7% 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.  Interest will be payable both before and after judgment.

16                   Warranties

16.1 The Supplier warrants that:

(i)     at the time of sale, it will have title to sell the Goods to the Customer; and

(ii)    The Goods sold to the Customer will conform to the specification for them published by the Supplier or their manufacturer.

                16.2 The Customer agrees and warrants that it will provide all information requested by the Supplier to                      the best of its ability and that all information provided to the Supplier and/or its agents is true and accurate.

17                   Remedy

17.1 Subject to the notification requirements set out at clause 8, if after inspection by the Supplier of the Goods, the Supplier is satisfied that it is in breach of the warranties given by it under clause 16.1, its liability shall be limited to:

(i)     replacement of the Product concerned; or

(ii)    At the option of the Supplier, reimbursement of the price.

17.2 Where the Supplier is not in breach of the warranties at clause 16.1, but exercises its discretion in agreeing to accept a return from a Customer, this will be done so under the terms of any Returns Policy            currently issued by the Supplier.

17.3 The Customer shall be responsible for the cost of returning any Goods to the Supplier.

17.4 Should an inspection of the goods reveal that there has been no breach of an implied condition or warranty, the Customer shall re-reimburse the Supplier for any and all costs associated with such     inspection.

18                   termination

                The Supplier reserves the right to terminate a contract with a Customer under these Terms and               Conditions on the following grounds:

                        18.1 The Customer fails to comply with any of the terms set out herein; or

                        18.2 The Customer commits an act of bankruptcy, makes an arrangement or composition with creditors                     or suffers any distress or execution; or

                        18.3 The Customer resolves or is ordered to be wound up or has a receiver, examiner, liquidator or      similar appointed.

19                   No Other Liability

Subject to clause 21, the Supplier shall have no further liability to the Customer other than as described in clause 16, whether under these conditions of sale or on any other basis including liability in tort as a result of the sale of the Goods.

20                   Consequential Loss Etc.

Subject to clause 16, 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 of 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 damages.

21                   Non-Excludable Liability

Nothing in this 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, including the statutory rights of a consumer.

22                   DATA PROTECTION

Data collected by the Supplier in the course of its business dealings will be retained in accordance with                      the Data Protection Acts. The data supplied to it will be used by the Supplier to execute the Customers       Order, to monitor the Customers account, to select and send to the Customer marketing material and    periodically to conduct trade and bank reference enquires and other credit checks through the use of a                     licensed credit reference agency. A record of any such search will be kept. This will involve the            disclosure of the Customer’s data to and from third parties. The Customer consents to the processing           of its data for these purposes. The Supplier may also pass information to organisations involved in                         fraud prevention to protect itself and its customers from theft and fraud.  If the Customer supplies false                      or inaccurate information and the Supplier suspects’ fraud, the Supplier will record this and share this                information with other organisations.

23 ASSIGNMENT

23.1 The Supplier may assign the Contract or any part of it to any person, firm or company.

23.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.

24  Application

These Terms and Conditions shall apply to any purchase of Goods under an order which is accepted by the Supplier.  These Terms and Conditions shall supersede any previous Terms and Conditions issued by the Supplier. No other terms shall apply to the sale of the Goods, including any standard conditions of purchase of the Customer, even if they are printed on the written order of the Customer or any other document issued by the Customer.

25                   VARIATION

                These Terms and Conditions may be amended by the Supplier at any time by notifying existing             Customers of such amendments and the date from which the amended Terms and Conditions will have           effect. No individual agent, representative or employee of the Supplier is authorised to vary all or part of any of      the Terms and Conditions in writing or by any other means.

26                   SEVERABILITY

                        If any provision in this Agreement is deemed to be, or becomes invalid, illegal, void or    unenforceable under applicable laws, such provision will be deemed amended to conform to   applicable laws so as to be valid and enforceable, or if it cannot be so amended without    materially     altering the intention of the parties, it will be deleted, but the validity, legality and enforceability of the          remaining provisions of this Agreement shall not be impaired or affected in any way.

27                   FORCE MAJEURE

                        The Supplier shall not be liable for breach of any or some of their obligations under these Terms and   Conditions due to, either directly or indirectly, any causes beyond their control. This includes but is                   not limited to; lockouts, strikes, industrial disputes, shortage of materials, delay in transit, Government                       action, acts of civil disobedience, armed conflict, accidents, fires, floods, delay in delivery to the Supplier from third parties, or any other causes beyond the control of the Supplier. In such                      circumstances, the Supplier may cancel or vary the terms of the Contract at their sole discretion.

28                   Governing Law

These Terms and Conditions of sale shall be governed by Irish law.