Terms and Conditions of Sale of Boyne Valley Meats Limited
Issue Date 26 March 2014.
Interpretation
1.1 “The Company” means Boyne Valley Meat Ltd. registered in Ireland No. 363404.
1.2 “Customer” shall mean the person or entity described as such on the invoices, application for credit, quotation, work authorization or any other forms to which these terms and conditions apply, and shall mean any person acting on behalf of or with the authority of such person or entity.
1.3 “Goods” shall mean goods supplied by the Company to the Customer and are as described on the invoices, quotation, sales orders or any other forms as provided by the Company to the Customer.
1.4 “Price” shall mean the cost of the Goods as agreed between Company and the Customer.
Acceptance & Delivery
2.1 The Company may deliver the Goods in separate instalments as it deems fit. Each separate instalment shall be invoiced and paid for in accordance with the provisions of these terms and conditions. No default by the Company in respect of
any part delivery or despatch shall entitle the Customer to treat the contract as repudiated in regard to any portion of an Order remaining deliverable.
2.2 Delivery of the Goods to a third party nominated by the Customer for this purpose shall be deemed to be delivery to the Customer for the purposes of this agreement.
2.3 Delivery of the Goods shall take place when:
a) the Customer takes possession of the Goods or
b) The Customer’s nominated carrier takes possession of the Goods in which event the carrier shall be deemed to be the Customer’s agent.
2.4 Unless otherwise stated in writing the Customer will be responsible for all costs
incurred by the Company (including, but not limited to, storage costs and/or redelivery costs) in respect of the Goods from the earlier of the date of issue of the relevant delivery order or the invoice.
2.5 Actual weights of the Goods are confirmed on dispatch.
Price and Payment
3.1 The Price for the supply of Goods shall be the price that is quoted by the Company Goods shall (notwithstanding to the reservation of ownership as herein provided) pass in writing and accepted by the Customer, The Company reserves the right to withdraw to the Customer irrespective of whether or not the costs of transport to the Customer any quotation delivered to the Customer at any time prior to acceptance thereof.
3.2 Payment for the Goods is due immediately on delivery of the Company’s invoice, unless otherwise agreed by the Company in writing.
3.3 In the event of the Price not being paid within the applicable credit terms, the Customer shall pay to the Company interest on all such amounts at a rate of two (2) percent per month, calculated on a daily basis and compounded monthly. Interest will be payable both before and after judgment. The right of the Company to charge interest under this clause shall be without prejudice to any other rights which the Company may have, including the right to repossess and/or resell the Goods.
3.4 The Company reserves the right at any-time in its absolute discretion to revoke or vary any credit terms extended to the Customer.
3.5 Unless expressly quoted as including VAT, the Price shall be exclusive of value added tax or any other government taxes or duties which, if applicable, shall be paid by the Customer.
3.6 Without prejudice to any other remedies the Company may have, if at any time the Customer is in breach of any obligation (including those relating to payment); the Company may suspend or terminate the supply of goods to the Customer and any of its other obligations under the terms and conditions and any other contract with the Customer. The Company shall not be liable to the Customer for any loss or damage the Customer suffers, howsoever arising due to the exercise by the Company of its
rights under this clause.
3.7 The Company shall be entitled to cancel all or any part of any order of the Customer which remains unperformed in addition to and without prejudice to any other remedies and all amounts owing to Company shall, whether or not otherwise due for payment, become immediately payable in the event that:
a) any money payable to the Company becomes overdue, or in Company’s opinion, the Customer will be unable to meet its payments as they fall due; or
b) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors;
c) or a receiver, manager, liquidator, examiner (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
Title
4.1 The Goods shall remain the property of the Company until the entire of the Price and all other debts owing by the Customer to the Company (including interest hereunder) have been paid in full.
4.2 Until such payment has been made the Customer shall have possession of the Goods as bailee only and, if the Company so requires, the Customer shall store the Goods, at no cost to the Company, so that they are clearly identified as belonging to the Company. Furthermore the Customer shall hold any proceeds from the sale or disposal of the Goods on trust for the Company until such time as all monies due to
the Company have been discharged.
4.3 The Customer grants to the Company an irrevocable license to enter upon the premises where the Goods are stored for the purpose of allowing the Company, its servants or agents to remove and recover possession of the Goods or any portion thereof and to resell same, in the event of non-payment of accounts due.
Claims
5.1 The Customer shall inspect the Goods on delivery and shall within forty eight (48) hours notify the Company and (where applicable) the carrier, of any alleged defect, shortage in quantity, damage or failure to comply with the description or specification provided to the Company by or in behalf of the Customer. If the Customer shall fail to comply with these provisions the Goods shall be presumed to be free from any defect, damage, shortage in quantity or dispute with regard to compliance with specification. Time shall be deemed to be of the essence in relation to adherence to any time period referred to in this Clause 5.1.
5.2 Acceptance of notification of a claim should not be construed as an admission of liability.
5.3 The Customer shall afford the Company all facilities required by the Company in respect of the inspection of the Goods, all relevant packaging, the storage facilities for same and the container in which they were delivered.
5.4 Where a Customer intends to make a claim against the Company it must reserve all rights against the carrier of the goods in the form of written communication and by way of endorsement on the commercial transit documents (including where issued the C.M.R. Note.)
Liability
6.1 Save as otherwise provided herein all risk with regard to Goods shall pass to the Customer upon delivery.
6.2 Where the Goods are damaged or are defective for any reason, including negligence on the part of the Company, its servants or agents, the Company’s only liability to the Customer, if any, shall be limited to, at the Company’s sole discretion, either replacing the Goods or to the payment of damages up to the contract price of the Goods only.
6.3 Where the Goods are purchased on a C.I.F basis the insurance cover provided shall be the Institute of London Underwriters Frozen Meats all Clauses cover and the risk shall pass to the Customer on arrival at the relevant port warehouse, or, where interior transport is contracted, upon arrival at the agreed destination warehouse and the Company shall not be liable for losses or damages which are not be covered under the aforesaid insurance requirements.
6.4 Where the Goods are sold on a C. & F. basis or Ex Works all risk relating to the is payable by the Customer.
6.5 Where the Goods are sold on a F.O.B basis all risk relating to the Goods shall (subject to the reservation of ownership until payment) pass to the Customer on arrival at the point of loading unless otherwise expressly agreed in writing by the Company.
6.6 The Company 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 or otherwise, 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 Company, its employees or agents or otherwise, even if advised of the possibility of such damages.
6.7 Where the Goods are re-possessed by the Company after leaving the Company’s premises the Customer shall at all times keep the Company indemnified against any claims for damages, loss or injury to third parties arising from the use of the Goods.
6.8 The Company does not warrant that the Goods are suitable for any given purpose and the Customer shall satisfy itself/himself prior to order that the Goods will be suitable for the purpose for which they are required.
Force Majeure
7. The Company shall not be liable for any default due to any act of God, war, terrorism, inability to secure labor or materials/supplies, strike, lock-out, industrial action, plant breakdown, fire, flood, drought, storm or other event beyond its reasonable control and in such event the Company shall be entitled to treat this contract as being at an end.
Laws
8. These Conditions and all other express terms of any contract with the Company shall be governed and construed in accordance with the Laws of the Republic of Ireland and the parties submit to the exclusive jurisdiction of the Irish courts.
General
9.1 Any instructions received by the Company from the Customer shall only be accepted by the Company on condition that these terms and conditions shall apply to any contract to supply the Goods to the Customer. The placement of an order by the Customer shall constitute acceptance of the terms and conditions contained herein.
9.2 No other terms shall apply to the sale, 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.
9.3 The Company reserves the right to review these terms and conditions at any time.If following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which the Company notifies the
Customer of such change.
9.4 The Company reserves the right to assign all or any of its rights or obligations hereunder or to subcontract all or any part of the performance of its obligations hereunder.
9.5 These Conditions incorporate the International Chamber of Commerce’s official rules for the interpretation of trade terms (“Inco terms”), except where the Inco terms are varied by these Conditions. In the event of a conflict, these conditions shall apply
9.6 The Company contracts with the Customer in the course of business and the Customer shall not in any circumstances to be held a consumer within the meaning of the Sale of Goods and Supplies Services Act 1980.
9.7 The Customer authorizes the Company to collect, retain and use information about the Customer within the context of the Data Protection Acts 1998 & 2003.
