CONDITIONS OF SALE
The following Standard Conditions of Sale shall govern this transaction except as otherwise specifically stated in writing, and are made between O’Donovans Off Licence (“the Seller”) and the Buyers (“the Buyers”) whose name and address is specified on this Order Confirmation Form:
- Unless otherwise agreed in writing by the Seller, these conditions shall override any terms or conditions stipulated, incorporated or referred to by the Buyers in their order or negotiations.
- The Sellers will attempt as far as possible to comply with delivery dates provided. However, subject to Clause 8 below and not withstanding any delivery date mentioned in the contract time shall not be of the essence so far as delivery is concerned.
- Where the Buyers order goods which under the terms of the contract are to be delivered over a specific period, on the expiry of that period any goods remaining undelivered will be delivered to the Buyers and invoiced in accordance with the terms stated when the contra was entered into.
- Where the contract provides for delivery of the goods by instalments, each instalment shall be deemed to be the subject of a separate contract and non-delivery or delay in delivery of any instalment shall not affect the balance of the contract or entitle the Buyers to cancel same.
- All quotations are made on the basis of prices subsisting on the day of the quotation, and the Seller reserves the right to amend the quoted price on the event of an increase in the cost of new materials, labour, overheads or other expense of the Seller affecting the quoted price before the time of delivery.
- It is a term of this contract that the Buyers shall pay all sums due to the Seller on the date specified in the invoice for payment and if they fail to do so the Seller may (a) suspenddeliveries under any or all contracts with the Buyers while the Buyers are in arrears and/or (b) give notice in writing that if any such sum or sums shall remain unpaid for 14 days any or all such contracts may be cancelled and if all such sums are not paid in that time may a further notice treat any or all such contracts as determined and claim damages as for wrongful repudiation by the Buyers. If the Seller believes the Buyers to be insolvent it may suspend deliveries until special terms of payment are agreed.
- Deliveries may be suspended pending strikes, lock-outs, industrial disputes, fire, stoppages of transport, force majeure, prohibition of export or import, government decrees of requirements, war or any contingency of any kind whatsoever beyond the control of the Seller causing a short supply of labour, fuel or raw materials or otherwise howsoever impending or interfering with the manufacturer, use, delivery or carriage by land or by sea of goods of the description bought or sold. It any such suspension should continue for three months then the contract so affected may be determined at the option of the Seller or the Buyers, provided that the Seller shall not be liable for any loss or damage caused by such suspension or determination.
- (1) The Seller shall not be liable for: (a) Any defects in the quality or state of the goods. (except for discrepancy in quantity) which would be apparent on a reasonable examination or for their being otherwise not in accordance with the contract unless the Buyers shall have given to the Seller within 10 days after receipt of the goods or of the Sellers invoice whichever be the earlier a written notice specifying the matters complained of and shall thereafter afford the Seller a reasonable opportunity of inspecting the goodsbefore they have been used or processed: or (b) Any detects in the quality or state of the goods which would not have been apparent on a reasonable examination, unless such defects shall have been discovered within three months after receipt of the goods or of the Sellers invoice whichever be the earlier and the Buyer shall have given the Seller forthwith upon such a discovery a written notice specifying the matters complained of and shall thereafter afford the Seller a reasonable opportunity of inspecting the goods in theiralleged defective state; or (c) Any discrepancies in quantity unless the Buyers shall have given to the Seller a written notice thereof within seven days after the receipt of the goods Provided always that as the Seller cannot guarantee exact quantities of goods supplied the Seller shall be deemed to have fulfilled its obligations under the contract bydelivery of a quantity plus or minus 10 per cent of the quantity specified and the Buyers shall pay at the contract rate for the actual quantity delivered, (2) Provided (i) that the Buyers have complied with the requirements as to notification contained in Clause 8.1 above (whichever may be applicable), and (ii) that the goods have been properly and correctly stored and/or used by the Buyers, and if the goods or any part thereof are defective in quality or state or (save for discrepancy in quantity) otherwise not in accordance with the contract then, if the Seller and the Buyers do not agree that the Buyers should accept the goods at an agreed value or that the goods should be made good at the Sellers expense, the Seller undertakes to accept a return of the relevant goods and at the Sellers sole option either to:- (a) repay or allow the Buyers the invoice price thereof; or (b) replace them as soon as may be reasonably practicable. This undertaking is given and shall be accepted by the Buyers in lieu of any other legal remedy. (3) The Sellers liability for loss of profit, damage to plant, or for any expenditure incurred on goods supplied or any consequential or special loss or damage sustained by the Buyers by reason of any breach of the contract by the seller or arising out of any act omission or of-neglect or default of the Seller (including negligence on the part of the Seller its servants or agents) shall in all cases be limited in the aggregate to the Contract value of the goods in question or the sum of 10,000.00 whichever be the less.
- No responsibility will be accepted by the Seller in respect of non-delivery of goods,unless the Buyers notify the Seller, within 21 days from the date of receipt by the Buyers of the Sellers invoice. If consignments are delivered damaged or with part contents missing, they must be signed for accordingly and notification sent to the Seller within 3 days of delivery.
- Where the Buyers buy goods for further manufacture, they are advised in their own interest to examine the goods before such further manufacture as the Seller accepts no liability for goods or material which have been cut, printed or otherwise fabricated or processed.
- In the event of refusal by the Buyers to accept delivery, any storage of the goods at the Sellers premises (or elsewhere) will be at the expense of the Buyers and at the Buyers risk, and the Seller shall be entitled to charge the Buyers shall pay such reasonable commercial rent for such storage as the Seller shall stipulate, but without prejudice to any other rights of the Seller under these conditions of sale or otherwise.
- Where the goods consist of containers, wrappers or other articles for use in connection with food, drug or other substance. the Buyers shall satisfy themselves that such food articles or other substance is not likely to be affected by any material used by the Seller in the mature or printing of such containers, wrappers or other articles and the Seller shall not be liable the Buyers or any third party in respect of any claim alleging that such food, article, drug or substance has been adversely affected.
- Although great care is taken in the choice of materials and ink used in the manufacture of the goods, their suitability for packing any particular commodity must be at the Buyers risk and, unless specially agreed in writing by the Seller, no warranty or condition is given or shall be implied that the goods supplied are suitable in size, shape, capacity, quality or otherwise for the purposes for which the goods are bought.
- All blocks, sketches and origination work remain the property of the Seller unless paid for by the Buyers.
- In the case of printed bags alterations from the original copy on and after the first proof, including alterations in style, will be charged extra. No responsibility will be accepted for any errors in proofs which have been passed by the Buyers.
- While every effort will be made by the Seller to supply material in accordance with the quality of the samples submitted by the Buyers or quoted for this cannot be guaranteed and no condition of warranty to this effect shall be implied.
- For the purpose of these conditions, the Buyers shall be deemed to have received the Sellers invoice on the day following the day on which such invoice is posted by the Seller.
- TITLE AND RISK. From the time of delivery the goods shall be at the risk of the Buyers who shall be solely responsible for their custody and maintenance as if he were the owner, but unless otherwise agreed. The goods shall remain the property of the Seller until the price has been paid in full and unconditionally or until prior resale by the Buyers who shall sell as principal only. While the ownership of the Seller the Buyers shall keep the goods separate and identifiable from all other goods in its possession.
If the goods are converted into or incorporated with other products while in the ownership of the Seller then ownership in such other products shall vest in the Seller as if simply the solely the goods until such payment or resale as aforesaid.
In the event of any resale by the Buyers of goods or products the beneficial entitlement of the Seller shall attach to the proceeds of to any claim of the proceeds so that such proceeds or claim shall be held for trust for the Seller. In the event of failure to pay the price in accordance with contract the Seller shall have power to resale the goods or products alter reasonable notice, such power being additional to any other power of sale arising by operation of law or implication or otherwise.