Purchase Order Terms and Conditions
1. Acceptance of Order
Unless otherwise agreed in writing by the Purchaser, these terms and conditions shall govern any agreement concluded in pursuance of this Order and shall override any terms or conditions specified or referred to by the Seller (whether verbally or in writing and whether set out in the Seller’s Quotations or invoices or otherwise).
2. Property
The property and the goods covered by this Order shall pass to the Purchaser on delivery, but such passing shall not affect the Purchaser’s right to reject any such goods in accordance with the provision of these conditions or otherwise.
3. Price
Except as may be otherwise provided in this Order, the price specified in this Order shall include all charges for taxes in any kind, transportation, delivery, packaging, crating and returnable containers. Should the rate of any tax applicable to the Order by altered, the price shall be adjusted accordingly, but such price shall not be increased for any other reason without the consent in writing of the Purchaser.
4. Payment
The price of goods delivered and accepted by the Purchaser in pursuance of this Order shall be paid to the seller by the end of the credit period stated on this Order and in calculating such period, “month” shall mean a period of 30 days. Failure by the Purchaser to pay the price within such period shall not entitle the Seller to charge any Interest on any portion of the price nor shall it entitle the Seller to refuse or delay delivery of any such goods undelivered at that date.
5. Invoices
The Seller’s invoice(s) must quote the number of this Order and must be send in duplicate to the Purchaser’s Head Office within the first five working days of the calendar month following the delivery date.
6. Delivery
| a) |
| Delivery shall be effected in accordance with the Purchaser’s requirements as set out on this Order or as otherwise notified in writing by the Purchaser to the Seller and by the cheapest method, freight prepaid. |
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| b) |
| The Purchaser shall not be obliged to accept deliveries prior to the date specified in this Order unless such advance delivery or otherwise has been authorised in writing with the Purchaser. If delivery cannot be made within the time specified by the Purchaser, the Seller shall notify the Purchaser immediately. If the Seller fails to deliver any or all of the goods covered by this Order within the time agreed, the Purchaser shall have the right to purchase equivalent goods elsewhere and to charge the seller any loss resulting therefrom, or, at the Purchaser’s option, to cancel this Order in so far as it relates to any goods not delivered and the Purchaser shall not be obliged to accept or pay for the same or compensate the Seller for any expenses which the Seller may have incurred. For the purposes of this clause, time shall be deemed to be the essence of the contract. |
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| c) |
| The Purchaser shall not be obliged to accept quantities in excess of those stated in the Purchased Order and any goods delivered in excess of those so specified may be held by the Purchaser at the risk and expense of the Seller. |
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7. Warranties: Purchaser’s Right to Reject Goods
| a) |
| In addition to and without prejudice to all the other warranties and conditions expressed or implied by the law, the Seller warrants to the Purchaser that all goods covered by this Order will conform to the specifications, drawings or other descriptions furnished or agreed by the Purchaser and that such goods will be free from all defects in material and workmanship. All warranties, both express and implied, shall constitute conditions and shall survive inspection, acceptance and payment by the Purchaser. |
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| b) |
| Without prejudice to any rights at law resulting from any breach of warranties or otherwise, goods which are not as warranted may at any time within 6 months after delivery be rejected by the Purchaser or, at the opinion of the Purchaser, be returned to the Seller at the Seller’s expense for credit, correction or replacement as the Purchaser may require. Any goods rejected by the Purchaser will be held by the Purchaser at the Seller’s risk and expense and any payment on account thereof will be promptly refunded by the Seller. |
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8. Acceptance
The Purchaser shall not be deemed to have accepted any goods until inspected and approved by the Purchaser after delivery at the destination specified by the Purchaser, in particular, signature of the Seller’s Delivery Docket or Receipt Form by the Purchaser shall not constitute acceptance of the goods by the Purchaser.
9. Indemnity
| a) |
| The Seller shall indemnify and save harmless the Purchaser from all claims, liabilities, suits and actions which may be made or brought against it by virtue of any claims or demands which any buyer of such goods from the Purchaser, or any other person, may make against the Purchaser arising from the use of such goods (whether alone or admixed with other goods), or from any patent or hidden defect in the quality of such goods, or from the dangerous condition thereof, shall repay the amount paid by the Purchaser to settle any such claims for liabilities and shall pay any judgement rendered against the Purchaser in any such action or suit and shall reimburse the Purchaser for all costs, legal fees and other expenses incurred by it in the defence of any such action or suit. |
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| b) |
| The Seller agrees that in case any goods sold to the Purchaser hereunder shall infringe any patent or copyright, the Seller will indemnify and save harmless the Purchaser from and against all suits, claims, judgements, decrees and costs of any kind made or recovered against the Purchaser by any person on account of the use or sale of such goods by the Purchaser in violation of any right claimed under any such patent or copyright, and in the event of any infringement action in respect of such goods being instituted against the Purchaser, the Seller agrees to repurchase from the Purchaser at the price paid therefore any such goods then unsold. |
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| c) |
| The Seller shall indemnify the Purchaser against all claims, costs and demands made under any statutory provisions or at Common Law in respect of personal injury to any of the Seller’s servants or agents or in respect of any claims by any third party in connection with the performance of this Order howsoever arriving. |
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10. Alteration or Cancellation
The Purchaser shall have the right at any time to make changes in specifications relating to this Order. If such changes cause an increase or decrease in the amount due under this Order or in the time required for its performance, an equitable adjustment shall be made by mutual agreement between the parties hereto.
11. Price Control
The Seller warrants that the prices paid in pursuance of this Order are not in excess of the prices authorised by any price regulation in effect and applicable hereto, if any. If it is subsequently determined that such price is in excess of the price so authorised, the Seller shall refund such excess 10 the Purchaser.
12. Standards
The Seller warrants that all goods supplied in pursuance of this Order shall conform to the appropriate Irish Standards specification, or others as may be stated on this order form.
13. Set-Off
The Purchaser shall be entitled to deduct from any monies due to the Seller in pursuance of this Order any sums owed by the Seller to the Purchaser on any account whatsoever.
14. Cancellation in Certain Circumstances
| a) |
| The Purchaser shall be entitled to cancel this Order in whole or part without liability whatsoever in the following circumstances: If an order is made or an effective resolution passed for the winding-up of the Sellers. |
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| b) |
| In the event of the appointment of a receiver over the whole or any part of the assets of the Seller or if distress or execution is levied upon or against any of the property of the Seller. |
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| c) |
| In the event of the Seller making any composition or assignment for the benefit of creditors. |
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15. No Sub-contracting, etc,
The Order shall not be sub-contracted assigned or transferred without the prior written consent of the Purchaser.
16. Validity of this Order
This Order shall be valid only if signed by an authorised executive of the Purchaser, and no alteration or modification of this Order shall be valid unless given in writing or signed.
17. No Waiver of Other Rights
The Purchaser’s rights and remedies contained in these conditions are cumulative and additional to any other or further rights and remedies at law or in equity. No waiver of breech of any provision shall constitute waiver of any other breach.
18. Severability
If for any reason any provision of this Order shall be void or of no effect, the other provisions hereof shall not be affected thereby and shall continue to in full force and effect.
19. Proper Law
The provisions of this Order shall be governed by and construed in accordance with the law of the Republic of Ireland.