Conditions of Use

Terms & Conditions of Trade with Stella Doradus Ltd

These terms and conditions (“the Conditions”) shall form part of and govern any contract (“the Contract”) resulting from the acceptance by Stella Doradus Limited (to the Company”) of an order by any person, firm, company, governmental or other authority (“the Buyer”) for any of the company’s Products (“the Products”)

1. GENERAL
(1) No variation or waver of these Conditions or of the Contract shall be binding upon the Company unless the same has been agreed by the Company in writing and confirmed by a Director of the Company
(2) The Company reserves the right to correct any typographical or clerical errors in quotations, specifications, Invoices, or the Order Confirmation
(3) Information contained in catalogues, brochures, quotations or any other publicity, literature is only given as an approximate estimate and may be varied or amended by the Company at any time without notice.
(4) Any statements made by an employee of the Company whether written or oral do not constitute a warranty or representations unless they are made by a Director and specifically state that they are by the way of warranty or representation.

2. ORDERS
(1) No quotation by the Company or any agent of the Company shall constitute an offer. The Contract shall be made (and made only) upon the Company’s acceptance in writing of the Buyer’s order such acceptance shall be deemed to have been made when it is posted or otherwise sent to the Buyer.
(2) Offers remain valid unless otherwise specified during a period of twenty-eight (28) days from the date on an order form, but may be accepted by the Company at any time within that period.
(3) In the event of any conflict between any clause or special conditions of purchase on the Buyer’s order form and the Conditions, the Conditions shall prevail.
(4) In the case of any variation (e.g. in quantity or type) of an order already received and accepted by the Company the Conditions will continue to apply to that order as if it had not been varied.
(5) In the event of cancellation of (*)Special Orders by the Buyer on less than fourteen (14) days notice prior to delivery, the Buyer will forfeit any deposits it has paid and in addition the Company is entitled to invoice the Buyer 40% of the total stocking cost of the cancelled order including freight.

(*) Special Orders will be defined as such at the time of ordering.

3. PRICES
(1) All quoted price lists; quotations and estimates are subject to alteration without notice. The Company reserves the right by giving the buyer notice, to increase its prices at any time prior to delivery to take into account any increase in price which the Company may be liable to pay owing to factors beyond its control.
(2) All quoted prices are exclusive of VAT or other turnover tax. Prices in order acceptances are in (€) Euro.

4. DELIVERY
(1) Delivery dates specified on the order acceptance are given by way of estimate only and in no circumstances shall the Company be liable for any consequential loss arising to the Buyer as a result of the Company’s failure to delivery on the stated date and the Buyer shall not be entitled to reject the Products nor withhold payment by reason of the Company’s failure to meet a delivery date.
(2) The Company reserves the right to delay or suspend deliveries if the Buyer fails to observe the
payment terms in the Conditions of sale if the Buyer fails to supply relevant technical commercial information and the documents to the Company in time to meet the delivery date or fails to obtain any required official or third party consents necessary for execution of delivery.

(3) Any liability of the Company and any agent of the Company shall be excluded in the event of force majeure (which expression shall without prejudice to the foregoing include strikes, lockouts, civil commotion and shortage of materials). If, as a result of force majeure or legislation, decrees of orders of any government or country, the Company shall be prevented from fulfilling its obligations then it may give notice thereof to the Buyer and its obligations under the contract shall be cancelled unless otherwise agreed by the parties.

(4) The Company shall delivery the Products to the Buyer at the address specified on the Buyer’s order. The Product’s are at the Buyer’s risk as soon as they are passed to the carrier, and shall be the Buyer’s responsibility to insure. Costs of carriage will be charged to the Buyer on all orders.
(5) Where under any contract deliveries are postponed by the Buyer such postponement must be in accordance with agreed terms, failing which the Company shall be entitled to delivery the order or such part thereof as has not then been agreed to postponed by the Company and to revise prices charged to the Buyer to take into account any relevant price or cost increases and to make any special charge the Company deems appropriate relating to costs incurred by postponed delivery.
(6) The Company shall at all times have the right to make delivery of the Products by one or more instalments, and to invoice each delivery separately.
(7) If the Buyer refuses or fails to take delivery of the Products strictly in accordance with the Contract, the Company shall store Products at the cost and risk of the Buyer for a period of two weeks during which time the Products shall remain available for collection by the Buyer from the place at which they are stored. All costs incurred by the Company as a result of any such refusal or failure to take delivery shall be for the account of the Buyer. If the Buyer fails to take delivery of the Products within the said period of two weeks the Company shall have the right either to require immediate performance of the agreement or to declare the agreement terminated without prejudice to any right to claim damages from the Buyer.

(*) All references to the term “percentage, (s), (%)” are measured in unit/product quantity and not monetary value.

5. * RETURN OF THE PRODUCTS
(1) Any claim in respect of defects or shortcomings in the Products supplied must be lodged with the Company in writing within eight days after delivery. The right to such a claim will lapse automatically on the expiry of such period. Slight deviations in colour and/or dimensions or quantities shall under no circumstances be the subject of any such claim. Management of the Company shall reserve the sole right to accept returns outside of the above timeframe at their own discretion.
(2) Any defects found in part of the Products shall not entitle the Buyer to reject or refuse the remaining Products, which are the subject of the Contract.
(3) If the Buyer disposes of the Products to a third party the Buyer shall cease to be entitled to pursue any claim even if the claim was lodged prior to such disposal.
(4) No goods shall be returned to the Company or exchanged by the Company unless the Company has agreed thereto in writing. If Products are returned or exchanges purport to be effected without the Company’s permission, the costs incidental thereto shall be for the account of the Buyer and in such case the Company shall have the right to store the returned Products at the account and risk to the Buyer. The return of the Products to the Company under this clause shall not release the Buyer from
its obligation to make payment thereof unless the Company accepts the existence of a defect by issuing a credit note.
(5) Where the Company accepts liability in respect of a claim for return of the Products its only obligation shall be at its option to make good any shortage or don-delivery and/or as appropriate to replace or repair any Products found to be damaged or defective and/or refund the cost of such Products from the Buyer.

*All non-defective returns accepted by Stella Doradus Ltd are subject to 15% re-stocking fee.

6. RESERVATION OF TITLE
(1) Title to Products shall not pass to the Buyer until payment due under all contracts with the Company has been made in full.
(2) Until such payment the Buyer shall have possession of the Products as the Company’s bailee and shall store the Products in such a way as to enable them to be identified as the Company’s property and shall keep the Products fully insured until payment in full.
(3) Until such payment the Buyer shall be entitled to sell the Products provided it accounts to the Company for the proceeds of sale, which must be paid into a separate bank account.
(4) The Company reserves the right of immediate re-possession of any Products to which it has retained title as aforesaid and for this purpose the Buyer hereby grants an irrevocable right and licence to the Company’s employees and agents to enter upon all or any of its premises with or without vehicles during normal business hours. This right shall continue to subsist notwithstanding the termination of this Agreement for any reason and is without prejudice to any of the Company’s accrued rights hereunder or otherwise.

7. PAYMENT
(1) All payments under the Contract shall be in (€) Euro, unless otherwise agreed.
(2) Unless otherwise agreed, payment is due on receipt of invoice. Time for payment is of the essence.
(3) Interest shall be payable by the Buyer on amounts outstanding after the delivery date at the rate of three per cent (3%) above Central Bank of Ireland base lending rate. Where interest is payable and the Buyer has satisfied the principal sum due title in the Products shall not pass until the interest has been paid in addition.
(4) All liabilities of the Company under the Contract shall be subject to the Buyer having made all due payments and to strict observance by the Buyer of all his obligations under the Contract.
(5) The Buyer does not have the right to set off any counterclaim against the price of the products.

8. WARRANTIES
(1) The Company warrants workmanship and manufacturing defects in the Products for a period of 12 months from delivery provided that the Buyer notifies the Company of a warranty claim in writing within such a period and in any event within 8 days of the Buyer becoming aware of a matter giving rise to such a claim. Any attempt by the Buyer to carry out any alteration to the Products or any unauthorised treatment of the Products shall invalidate this warranty. It shall be entirely in the Company’s discretion as to whether the grounds for a claim are justified and valid. In return for this warranty the Buyer agrees that all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
(2) The Company will repair or at its option replace Products found to be defective during the warranty period. The company may at its option issue credit to the value of any defective goods.
(3) The Company has title to the Products and the right to sell them.

9. LIABILITY

The Company is not liable for any consequential or indirect loss suffered by the Buyer, whether it arises from breach of a duty in contract, tort or in any other way including negligence. Non -exhaustive illustrations of consequential or indirect loss would be loss of profits; loss of future business or orders; loss of anticipated savings; loss of reputation or goodwill; damage to property;
damages, costs or expenses payable by the Buyer to its customers or subcontractors or other third parties.
In respect of direct loss, the Company’s total liability for any one claim or for the total of all claims arsing from any one act or default (whether arsing from negligence or otherwise) shall not exceed the Contract price.
Nothing in this clause is deemed to exclude or restrict our liability to you for death or personal injury resulting from our negligence.
2. The Buyer expressly acknowledges that: –
(a) The Buyer has not relied on the skill and judgement of the Company in selecting the goods for
any purpose.
(b) The Buyer has not received any inducement to enter into this contract.

10 CANCELLATION
Without prejudice to any other rights accruing the Company, the Company shall be entitled forthwith to terminate the contract by notice, to demand immediate payment of all amounts due or accrued to the Company there under and to retain for its benefit any advance payment, part payment and deposit already paid, in any of the following circumstances:

If the Buyer not being a body corporate becomes bankrupt, compounds or makes any arrangement with his creditor or commits an act of bankruptcy.
If the Buyer being a body corporate makes any composition or arrangement with its creditors or has a receiver administrator or administrative receiver appointed over any of its assets or undertaking.
If the Buyer commits a breach of any of its or his obligations hereunder.
If the Buyer has failed to make payments due on earlier contracts with the Company.
11. LICENCES
If any licence or consent of any government or other authority shall be required for acquisition, carriage or use of the Products by the Buyer the Buyer shall obtain the same as its own expense and if necessary produce evidence of the same to the Company on demand. Failure so to do shall not entitle the Buyer to withhold or delay payment of the price. Any additional expenses or charges incurred by the Company resulting from such failures shall be for the Buyer’s account.

12. ENTIRE CONTRACT
These conditions represent the entire contract between the Company and the Buyer in respect of the Products and no catalogue; price list, quotation, discussion or correspondence is to form part of these Conditions.

13. WAIVER
No relaxation, forbearance, delay or indulgence by the Company in enforcing any of the terms and conditions of the Contract shall prejudice or restrict its rights there-under nor shall any waiver by it of any breach thereof operate as a waiver of any continuing or subsequent breach.

14. PROPER LAW AND JURISDITION
The Contract shall be governed in all respects by the laws of Ireland and the Company and the Buyer hereby irrevocably submits to the exclusive jurisdiction of the Irish Courts.

Sincerely,

Stella Doradus Ltd Management.