General conditions of sale
1 GENERAL(a) These terms and Conditions shall apply to all sales and no variation or purported variation (including in particular any terms and conditions on the Buyer's contract forms), whether before or after the making of the contract, shall have effect unless expressly agreed to in writing by the seller.
(b) The Contractual Rights which the Buyer enjoys by virtue of sections 12, 13, 14 and 15 of the Sale of Goods Act, 1893 (as amended are in no way prejudiced by anything contained in these Terms and Conditions save if the Buyer is not dealing as Consumer of in the case of an international Sale of Goods) to the extent permitted by law.
(c) Words and expressions defined in the Sale of Goods Acts, 1893 and 1980 shall, when used in these Terms and Conditions, save where the context otherwise requires, bear the same meanings as therein.
(d) PRELIMINARY WORK - Sketches, Proofs, Designs and all work produced, whether experimentally or otherwise, at buyer's request will be charged. All sketches and originating work remain the property of the seller unless an agreed fee is negotiated for their use by the buyer.
(e) PROOFS - Author's Corrections, including alterations in style, and the cost of additional proofs necessitated by such corrections will be charged extra. Proofs of all work may be submitted for buyer's approval, and in the event no responsibility will be accepted for any errors in them not corrected by him.
(f) STANDING MATTER - (a) Metal, film, glass and other materials used by the seller in the production of type, plates, moulds, stereotypes, electrotypes, film-setting, negatives, positives and the like shall remain his exclusive property. (B) Type may be distributed and lithographic, photogravure, or other work effaced after the order is executed unless written arrangements are made to the contrary. In the latter event, rent may be charged.
(g) BUYER'S MATERIAL - Buyer's material and all materials supplied to the seller by or on behalf of the buyer will be held, worked on and carried at buyer's risk.
(h) MATERIALS SUPPLIED BY BUYER - (a) The seller may reject any paper, plates or other materials supplied or specified by the buyer which appear to him to be unsuitable. Additional cost incurred if materials are found to be unsuitable during production may be charged. (b) Where materials are so supplied or specified, responsibility for defective work will not be accepted by the seller unless this is due to his failure to use reasonable skill and care. (c) Quantities of materials supplied shall be adequate to cover normal spoilage.
(i) PERIODICAL PUBLICATIONS - A contract for the printing of periodical publications (which shall include job work produced at specific intervals) may not be terminated by either party unless 26 weeks written notice is given. Nevertheless the seller may terminate any such contract forthwith should any sum due thereunder remain unpaid.
2. TRANSFER OF OWNERSHIP
(a) The property in the goods shall remain in the Seller until the Seller has received payment in full for the goods.
(b) If the Buyer shall sell of otherwise dispose of the goods before payment in full has been made to the Seller, the Buyer shall in such case act on his own account and not as agent for the Seller and shall hold all monies received by him from such sale or disposal in trust for the Seller and shall on request furnish the Seller with the names and addresses of the persons to whom such disposals have been made together with all necessary particulars to enable the Seller to recover any outstanding sums due from such persons.
(c) So long as the property in the goods shall remain in the Seller, the Buyer shall hold the goods as bailee for the Seller and store the goods so as to clearly show them to be the property of the Seller, and the Seller shall have the right, without prejudice to the obligations of the Buyer to purchase the goods, to retake possession of the goods (and for that purpose to go upon any premises occupied by the Buyer).
(d) Nothing in this clause shall confer any right upon the Buyer to return the goods. The Seller may maintain an action for the price notwithstanding that property in the goods shall not have vested in the Buyer.
3 DELIVERY
a) Any time quoted for delivery are estimates only and Seller shall not be liable for failure to deliver within the time quoted.
b) The Seller shall be entitled to make partial deliveries or deliveries by instalments and the terms and conditions herein contained shall apply to each partial delivery.
c) Deviations in quantity of the goods (representing not more than 10 percent from that stated in the contract shall not give the Buyer any right to reject the goods or to claim damages and the Buyer shall be obliged to accept and pay at the contract rate for the quantity of the goods delivered.
(a) No responsibility can be accepted by the Seller in respect of non-delivery of goods unless the Buyer notifies the Seller and Carriers within 21 days of invoice date. If consignments are delivered, damaged or with part contents missing they must be signed for accordingly and notification sent in writing to the Company and Carriers within 3 days of delivery.
4 RISK OF LOSS OR DAMAGE
(a) Notwithstanding that the property in the goods may not have passed to the Buyer, unless otherwise agreed between the Seller and the Buyer, the Buyer shall carry all risk of and loss of damage to the goods from the time when the goods are delivered to a carrier or transmission to Buyer or the prior delivery of the goods to the stipulated place of delivery, either of which events will constitute delivery to the Buyer, and Section 32 (2) and (3) of the Sale of Goods Act, 1893 shall not apply.
(b) From when the risk of loss of and damage to the goods commences to be carried by the Buyer until the Seller is paid in full for the goods, the Buyer shall:
(i) Indemnify and keep indemnified the Seller against all loss of and damage to the goods and against any reduction in the re-sale value thereof below the price to be paid therefor by the Buyer;
(ii) Insure and keep insured the goods in an amount at least equal to the price to be paid therefor by the Buyer; and
(iii) hold upon trust for the Seller absolutely all proceeds of such insurance.
5 PRICES
(a) Unless otherwise agreed in writing, all prices shall be as specified in the Seller's price list as published from time to time or as specifically quoted and shall be exclusive of V.A.T. and any other applicable taxes or duties and the cost of any import or other licences or clearances.
(b) The Seller reserves the right at any time prior to delivery of the goods to adjust the price to take account of any increase in the costs to it of materials, labour and services or of any currency fluctuations which increase the costs to it of goods imported in the Republic of Ireland.
Unless otherwise stated, the price includes cost of delivery to the Buyer's address agreed between the Seller and Buyer, and insurance in transit.
6 TERMS OF PAYMENT
(a) Terms of payment will be strictly 30 days net from Statement date for approved credit accounts.
(b) The Buyer shall pay to the Seller interest on overdue payments calculated on the day-to-day balance at a rate of interest equal to that from time to time payable by the Seller on overdraft borrowings. Such interest balance of overdue payments, and thereby compounded, from time to time as the Seller may determine. A statement from the Seller as to the rate of interest applicable under this paragraph shall, in the absence of manifest error, be conclusive.
(c) Nothing in this clause shall be taken as limiting the Seller's rights under clause 8.
7 REMEDIES FOR ANY DEFECTS ETC.
(a) Although great care is taken on the choice of materials and printing inks used in the manufacture of the Seller's goods, the suitability of any such goods for packaging or use in connection with any particular commodity must be at the Buyer's risk and that the Buyer shall satisfy himself that any article which he intends to pack or use with the Seller's goods will not be adversely affected by any materials used by the Seller in the manufacture of printing of any such goods.
(b) The Seller's liability for any claim, whether in contract, tort (including negligence) or otherwise, for any loss or damage arising out of or in connection with or resulting from the manufacture, sale, delivery, resale replacement or use of any of the goods shall in no case exceed the price, paid by the Buyer to the Seller for the goods which give rise to the claim, plus expenses of customs, taxes, freight and insurance. In no event shall the Seller be liable for any loss of profits, or special or consequential damages suffered by the Buyer, including interest charges. Nothing contained in this paragraph shall by implication create any liability or obligation on the part of the Seller, or effect or diminish any disclaimer or liability elsewhere contained herein.
(c) Except as expressly stated above all other warranties, conditions and representations, express or implied, statutory or otherwise, in relation to the quality or fitness for any particular purpose of the goods are hereby excluded and the Seller shall not be liable in contract, tort or otherwise for any loss, damage, expense or injury of any kind whatsoever, consequential or otherwise, arising out of or in connection with the goods sold or any defect in them or from any other cause, whether of not any such matter amounts to a fundamental breach of a fundamental term of the contract.
(d) Except as stated in these conditions no claim of any kind whatsoever will be accepted unless the claim is received by the Seller with 21 days from the date of invoice.
(e) The Buyer shall not reject any goods or cancel or purport to cancel the contract or any part of because of an alleged default unless and until the Seller shall have failed to correct such alleged default within thirty days of written notice specifying the default.
8 DEFAULT BY THE BUYER
(a) If the Buyer
(i) fails to comply with any term of the contract (including stipulations as to payment);
(ii) commits an act of bankruptcy, makes an arrangement or composition with creditors or suffers any distress or execution; or
(iii) resolves or is ordered to be wound up or has a receiver appointed then, in any such event, the Seller shall have the right (without prejudice to any other remedies) to cancel any uncompleted order and withhold or suspend delivery of further goods, and to demand payment forthwith of all sums due by the Buyer to the Seller.
(b) In the event that the Seller exercises any rights it may have to stop goods in transit because of the Buyer's financial condition, the Seller may at its option resell such goods at public or private sale without notice to the Buyer and without affecting the Seller's rights to hold the Buyer liable for any loss or damage caused by breach of contract by the Buyer.
9 INFRINGEMENT
The Buyer shall indemnify the Seller against all damages, penalties, costs and expenses to which the Seller may become liable as a result of work done or the supply of goods in accordance with the Buyer's specifications which involves the infringement of any letters patent, registered design, copyright, trademark or trade name or other rights of confidentiality of information or industrial, commercial or intellectual property, or libellous matter.
10 FORCE MAJEURE
The Seller shall not be under any liability of whatever kind for non-performance in the whole or in part of its obligations under the contract due to causes beyond the control of the Seller or beyond the control of the Seller's suppliers including, but not limited to, war (whether an actual declaration thereof is made or not), sabotage, insurrection, riot or other act of civil disobedience, acts of the Buyer or a third party, failure or delay in transportation, acts of any Government or any agency or sub-division thereof, Government regulations, judicial actions, labour disputes, strikes, embargoes, illness, accident, fire, explosion, flood, tempest or other acts of God, delay in delivery to the Seller or the Seller's suppliers or shortage of labour, fuel, raw materials or machinery or technical failure. In any such event, the Seller may, without liability, cancel or vary the terms of the contract including, but not limited to, extending the time for performing the contract for a period at least equal to the time lost by reason of such causes.
11 ASSIGNMENT
The Buyer shall not assign or transfer or purport to assign or transfer to any other person the contract or the benefit thereof or the benefit of any condition, warranty or guarantee or other term or condition (express or implied) forming part thereof or relating to the goods.
12 HEADINGS
The headings of these terms and conditions are for convenience only and shall have no effect on the interpretation thereof.
13 GOVERNING LAW
This contract shall be governed and construed in all respects in accordance with the laws of the Republic of Ireland.
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