1 | PARTIES |
1.1 | In these Conditions, the “Buyer” means the person who accepts a quotation of the Seller for the sale of Goods and whose acceptance is then confirmed by the Seller in accordance with these conditions, or whose order for the Goods is accepted by the Seller. “Goods” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions, the “Seller” means Merenda Limited of Park Road, Manorhamilton, Co Leitrim, Ireland. In these Conditions, the “Subcontractor” means the person who accepts delivery of free issue veneer, processes it in accordance with instructions and or specifications, delivers finished product to Merenda customer and invoices Merenda for work done |
2 | BASIS OF SALE |
2.1 | The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer and then confirmed in writing by the Seller, or any written order of the Buyer which is accepted by the Seller subject in either case to these Conditions, which shall govern the contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the Buyer. The contract shall not come into effect until the Seller has confirmed in writing to the Buyer either in response to the Order of the Buyer or in response to the acceptance of the Quotation of the Seller by the Buyer and any quotation given by the seller shall not at any time constitute an offer capable of acceptance by the Buyer. |
2.2 | No variation to these conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller. |
2.3 | Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller. |
3 | ORDERS AND SPECIFICATIONS |
3.1 | The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the contract in accordance with its terms. |
3.2 | The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer and confirmed by the Seller) or the Buyer’s order (if accepted by the Seller). |
3.3 | the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification. |
3.4 | No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation. |
3.5 | The seller will accept no responsibility for the goods after a 6 month period has elapsed or the product has been further processed by the buyer, whichever is sooner. |
4 | PRICE OF THE GOODS |
4.1 | The price of the goods shall be the Seller’s quoted price. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer. |
4.2 | The Seller reserves the right, by giving notice to the Buyer at any time before manufacture to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities, or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer, or failure of the Buyer to give the Seller adequate information or instructions |
4.3 | .The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller. |
5 | TERMS OF PAYMENT |
5.1 | The Buyer shall pay the price of the goods within 30 days of the date of the Seller’s invoice, unless otherwise specifically provided in the Acceptance of Order or Quotation as confirmed in writing. If the Buyer fails to make payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the contract or suspend any further deliveries to the Buyer. |
5.2 | The goods will remain the property of Merenda Ltd. until they are paid for in full. |
5.3 | Title to goods only passes upon payment of any prior and subsequent invoices that may become due. |
6 | DELIVERY |
6.1 | Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in writing. The goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer. |
6.2 | The sellers will not entertain claims for damage loss or non-delivery unless notice is given to the carrier and to the Seller in writing with the following time |
6.2.1 | Partial loss or damage: within 3 days of delivery to buyers |
6.2.2 | Non delivery: within 14 days of dispatch The sellers will not be under any liability unless these conditions are observed. |
6.3 | Goods which have been delivered and duly accepted by the Buyer may not be returned to the Seller without notifying the Seller in writing in advance and obtaining written approval. |
6.4 | Where delivery of the goods is to be made by the Seller in bulk, the Seller reserves the right to deliver up to fifteen per cent more or fifteen per cent less than the quantity ordered subject to adjustment of price pro rata. |
6.5 | Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. |
6.6 | If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods. |
6.7 | If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then without prejudice to any other right or remedy available to the Seller, the Seller may: |
6.7.1 | Store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or |
6.7.2. | sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract. |
7 | RISK AND PROPERTY |
7.1 | Risk of damage to or loss of the Goods shall pass to the Buyer: |
7.1.1 | In the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection: or |
7.1.2 | In the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods |
7.2 | Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due. Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property |
7.3 | In the case of Goods supplied on “free issue” to a Buyer ( in this case termed the “Subcontractor”), the free issue Goods shall at all times remain the property of the Seller. The risk of loss, theft, damage or destruction of the Goods shall pass to the Subcontractor on delivery. The free issue Goods shall remain at the sole risk of the Subcontractor during the period which the Goods are in the possession, custody, control or production process of the Subcontractor, and until such time as the final substrate Goods are invoiced to the Seller and delivered to the final Buyer. During this period, the Subcontractor shall obtain and maintain at all times a suitable policy of insurance with a reputable Insurance Company in respect of the goods against all usual risks of loss, damage or destruction by fire, theft or accident, and against any third party or public liability risks of whatever nature and howsoever arising in connection with the goods. The Subcontractor shall furnish a copy of the said policy of insurance with the interest of the Seller noted thereon, and shall not allow the said policy to lapse or be cancelled without the consent in writing of the seller. The Subcontractor shall give immediate written notice or in any event more than seven days notice to the Seller in the event of any loss, accident or damage to the goods arising out of or in connection with the Subcontractor’s possession or use of the goods. |
7.4 | The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable. |
8 | WARRANTIES AND LIABILITY |
8.1 | Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of eight months from the date of their initial use or eight months from delivery whichever is the first to expire |
8.2 | The above warranty is given by the Seller subject to the following conditions |
8.2.1 | The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing , design or specification supplied by the Buyer. |
8.2.2 | The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval. |
8.2.3 | The Seller shall be under no liability under the above warranty (or any other warranty Condition orguarantee) if the total price for the Goods has not been paid by the due date for payment. |
8.2.4 | The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as it is given by the manufacturer to the Seller. |
8.3 | Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specificationshall(whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure . If delivery is not refused and the Buyer does not notify the Seller accordingly, the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract |
8.4 | . Where any claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or at the Seller’s sole discretion, refund the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer. |
8.5 | Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions. |
8.6 | The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control: |
8.6.1 | Act of God, explosion, flood, tempest, fire or accident; |
8.6.2 | War or threat of war, sabotage, insurrection, civil disturbance or requisition; |
8.6.3 | Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; |
8.6.4 | Import or export regulations or embargoes; |
8.6.5 | Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or a third party); |
8.6.6 | Difficulties in obtaining raw materials, labour, fuel, parts or machinery; |
8.6.7 | Power failure or breakdown in machinery |
8.7 | Notwithstanding the provisions hereinbefore referred to any condition or warranty, statement, or undertaking as to the quality of the goods or their fitness or suitability for any purpose howsoever and whenever expressed or which shall be implied by statute custom of the trade or otherwise is hereby excluded. |
9 | INSOLVENCY OF BUYER |
9.1 | This clause applies if |
9.1.1 | The Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or |
9.1.2 | An encumbrancer takes possession or a receiver is appointed, of any of the property or assets of the Buyer; or |
9.1.3. | The Buyer ceases or threatens to cease to carry on business; or |
9.1.4. | The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly |
9.2 | If this clause applies then, without prejudice to any other right or remedy available to the Seller the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary. |
10 | EXPORT TERMS |
10.1 | In these conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these conditions but if there is any conflict between the provisions of incoterms and these conditions the latter shall prevail. |
10.2 | Where the Goods are supplied for export from Ireland, the provisions of this clause 10 shall (subject to any special terms agreed in writing between the Buyer and Seller) apply notwithstanding any other provision of these conditions. |
11 | CONFIDENTIALITY |
11.1 | All the information supplied by the Seller to the Purchaser in connection with this contract is confidential and the Purchaser shall not disclose or permit the disclosure of such confidential information to any third party without the Seller’s prior written consent and promptly return to the Seller upon demand all designs technical information descriptions and other information supplied by the Seller in connection with this order of the Goods or any Goods supplied by the Seller for such purpose. |
12 | GENERAL |
| The Contract shall be governed by the laws of Ireland, and the Buyer agrees to submit to the non-exclusive jurisdiction of the Irish courts. |
13 | DYED VENEERS |
| When using dyed veneers please ensure manufacturers guidelines and technical recommendations are followed. As in particular, exposure to sunshine, or the finishing lacquer, can change the colour of the veneer significantly |
