Terms & Conditions

  1. General
    • In these Terms and Conditions the “Buyer” means any party who agrees to purchase Products from Truly Irish Country Foods; an “Affiliate” means any party Affiliated with the Buyer by virtue of being directly or indirectly in control of or controlled by the Buyer or under common control or ownership; “Products” means all Products sold, distributed or supplied by Truly Irish ; “Purchase Order” means and order received by Truly Irish from the Buyer to purchase Products; and “Terms and Conditions” means these terms and conditions together with the terms of any accepted purchase order which is accepted by Truly Irish Country Foods and/or any written agreement between the parties from time to time in relation to rebates, discounts, allowances or credits.
    • The Terms and Conditions will apply to all sales of Products and no variation or purported variation (including in particular and Terms and Conditions on the Buyers contract or order form) will have effect unless expressly agreed to in writing on behalf of Truly Irish Country Foods. There will be no contract between Truly Irish Country Foods and the Buyer until the Buyers Purchase Order is accepted in writing by Truly Irish Country Foods.
    • The contractual rights which the Buyer enjoys by virtue of sections 12, 13, 14 and 15 of the sale of Products 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 or in the case of an international sale of Products) to the extent permitted by law.
    • Words and expressions defined in the sale of goods acts 1893 and 1989 will, when used in these Terms and Conditions, save where the context otherwise requires, bear the same meanings as therein.
  2. Transfer of Ownership
    • All Products will remain the property of Truly Irish Country Foods until Truly Irish Country Foods has received payment in full for all sums due and owing on any account by the Buyer or any Affiliate.
    • If the Buyer sells or otherwise disposes of the Products before payment in full as aforesaid has been made to Truly Irish Country Foods, the Buyer will in such case hold all monies received by him from such sale or disposal in trust for Truly Irish Country Foods and will on request furnish Truly Irish Country Foods with the names and addresses of the person to whom such disposals have been made together with all necessary particulars to enable Truly Irish Country Foods to recover any outstanding sums due from such persons.
    • So long as the property in the products remains in Truly Irish Country Foods, the Buyer will hold the Products as bailee for Truly Irish Country Foods and will store the Products so as to clearly show them to be the property of Truly Irish Country Foods and Truly Irish Country Foods will have the right, without prejudice to the obligations of the Buyer to purchase the Products, to retake possession of the Products (and for that purpose to go upon any premises occupied by the Buyer).
    • Nothing in this clause will confer any right upon the buyer to return the Products. Truly Irish Country Foods may maintain an action for payment in respect of any Products notwithstanding that property in the Products has not vested in the Buyer.
    • The Buyer will not in any way pledge or charge by way of security for any indebtedness any Products which remain the property of Truly Irish Country Foods.
  3. Delivery
    • Any times quoted for delivery are estimates only and Truly Irish Country Foods will not be liable for failure to deliver within the time quoted.
    • Truly Irish Country Foods will be entitled to make partial deliveries or deliveries by instalments, and Terms and Conditions herein contained will apply to each such delivery.
    • Deviations in quantity of the Products (representing not more than 10 per cent by value) from that stated in the relevant Purchase Order will not give the Buyer any right to reject the Products or claim damages, and the Buyer will be obliged to accept and pay at the applicable price for the quantity of the Products delivered.
  4. Risk of Loss or Damage
    • Notwithstanding that the property in the Products may not have passed to the Buyer, the Buyer will carry all risk of loss of and damage to the Products from the time when the Products are delivered to them and section 32(2) and (3) of the sale of goods act, 1893 will not apply.
    • From when the risk of loss or and damage to the Products commences to be carried by the Buyer until Truly Irish Country Foods is paid in full for the Products, the Buyer will:
      • indemnify and keep indemnified Truly Irish Country Foods against all loss of the damage to the Products and against any reduction in the re-sale value thereof below the price to be paid therefore by the Buyer
      • insure and keep insured the Products in an amount at least equal to the price to be paid therefore by the Buyer
      • hold upon trust for Truly Irish Country Foods absolutely all proceed of such insurance.
  1. Prices and Products
    • Truly Irish Country Foods reserves the right to, any time prior to delivery, discontinue or change any product without prior notice.
    • Unless otherwise agreed in writing, all prices will be as specified in Truly Irish Country Foods price list as published from time to time or in the Purchase Order and will be exclusive of VAT and any other applicable taxes
    • Truly Irish Country Foods reserves the right to, at any time prior to delivery of the Products to adjust the price of any Products including, but not limited to, to take account of any increase in costs.
    • Unless otherwise stated, the price includes cost of delivery to the Buyer address agreed between Truly Irish Country Foods and the Buyer and insurance in transit.
  2. Terms of Payment
    • Where Truly Irish Country Foods is satisfied with the creditworthiness of the Buyer, Truly Irish Country Foods may at its absolute discretion grant credit to the Buyer. Where credit is granted, all payments will be made by the Buyer in accordance with the credit terms and payment terms stipulated by Truly Irish Country Foods as amended from time to time. Where Truly Irish Country Foods does not grant credit to the Buyer payment will be made to Truly Irish Country Foods upon or before delivery of order. Truly Irish Country Foods reserves the right to demand the deposit of cash on account in respect of the supply of Products, as may be agreed with the Buyer from time to time.
    • Where credit has been granted to the Buyer, Truly Irish Country Foods reserves the right to review the credit worthiness of the Buyer from time to time and in the event that such review reveals, in the opinion of Truly Irish Country Foods, any deterioration in the credit worthiness of the Buyer. Truly Irish Country Foods reserves the right to withdraw, limit or otherwise vary the credit terms offered to the Buyer.
    • Truly Irish Country Foods may, at its absolute discretion offer rebated, discounts, allowances or credits to the Buyer. Any such rebates, discounts, allowances or credits offer by Truly Irish Country Foods are subject to and contingent upon, compliance by the Buyer and any Affiliate in respect of all accounts with Truly Irish Country Foods) with Truly Irish Country Foods Terms and Conditions and payment terms and /or credit terms and Truly Irish Country Foods reserves the right to withdraw rebates, discounts, allowances or credits whether accrued and/or paid or otherwise where the Buyer fails to comply with such terms.
    • Unless otherwise agreed in writing, payment must be received in full be Truly Irish Country Foods in respect of all invoices within 30 days of the date of issuance of such invoice. If any amount remains due and payable thereafter Truly Irish Country Foods may charge interest on overdue payments calculated on the day to day balance as rate of interest equal to ECB rate plus 7%, unless otherwise stated the Buyer will pay to Truly Irish Country Foods such interest on demand. The interest may be charged and added to the balance of overdue payments and thereby compounded from time to time as Truly Irish Country Foods may determine. A statement from Truly Irish Country Foods as to the rate of interest applicable under this paragraph will, in the absence of manifest error, be conclusive.
    • Truly Irish Country Foods reserves the right to seek the recovery of all legal and associated costs incurred when securing payment of overdue debts.
    • The Buyer may not set off any sums payable by or due from Truly Irish Country Foods to it against any sums payable by or due by it to Truly Irish Country Foods.
    • Truly Irish Country Foods may, as its sole discretion and without notice, set off and apply any sums (or any part thereof) payable by or due by it to the Buyer from time to time in or towards the satisfaction of any liabilities or account payable by or due to it from the Buyer. The Buyer hereby agrees that such set off is good and valid discharge of such sums without the need for further permission whatsoever.
    • Truly Irish Country Foods retains the right to refuse to supply Products below such minimum quantity as it may specify from time to time.
    • In the event that the Buyer is not registered for Irish VAT or ceased to be registered, it must notify Truly Irish Country Foods immediately. Any loss or damage arising from the failure to so notify Truly Irish Country Foods will be borne by the Buyer
    • Truly Irish Country Foods will not be bound by any arithmetical or clerical error that may occur in any calculation or document issued by it and reserves the right to adjust at any time any invoices, rebates, discounts, allowances or credits and to seek settlement of such errors with the Buyer.
    • Nothing in the clause (other than the provisions of clauses 6.6 and 6.7) will be taken as limiting Truly Irish Country Foods rights under clause 8.
  3. Remedies for Any Damage Defects
    • The Buyer must, on receipt of a delivery, satisfy themselves that Products received are within recommended time limits (the “best before dates”) and are free from damage and will be deemed to be satisfied in this regard unless they immediately refuse to accept delivery (“Damage of Products”).
    • The buyer must notify Truly Irish Country Foods within seven days of discovery of any defect in the Products which give rise to a breach of any applicable condition or warranty (“Defective Products”).
    • In respect of any Damaged Products or Defective Products Truly Irish Country Foods shall at its sole option either repair or replace the Products or issue credit to the Buyer, provided that
      • the relevant Products are returned to Truly Irish Country Foods at the cost of the Buyer;
      • examination of such Products by Truly Irish Country Foods disclose to its satisfaction that the damage or defect existed at the time of delivery and that a breach of an applicable condition or warranty has occurred and that the Products have not been affected by any act or omission of any party other that Truly Irish Country Foods including, but not limited to, misuse, neglect, accident, improper storage, installation, handling or by repair or alteration not effected by Truly Irish Country Foods;

 

  • the Buyer will pay to Truly Irish Country Foods the cost (as stated by Truly Irish Country Foods) of any examination of the Products as a result of which Truly Irish Country Foods does not admit liability This guarantee will not apply to, and any applicable conditions and warranties other than those arising under section 12 of the Sale of Goods Act 1893 (as amended) are hereby excluded in relation to any Products supplied by, but not produced by, Truly Irish Country Foods but Truly Irish Country Foods will so far as possible pass to the Buyer the befit of any guarantee condition or warranty given to Truly Irish Country Foods by the relevant producer. Truly Irish Country Foods liability for any claim, where 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, re-sale, replacement or use of any of the Products will in no case exceed the price paid by the Buyer to Truly Irish Country Foods for the Products which give rise to the claim, plus expenses of customs, taxes, freight and insurance. In no event will Truly Irish Country Foods be liable for any loss of profits, or special or consequential damages suffered by the Buyer, including interest charges. Nothing contained in this paragraph will by implication create any liability or obligation on the part of Truly Irish Country Foods, or effect or diminish any disclaimer or liability elsewhere contained herein.
  • Except as expressly stated above, all other warranties, conditions and representations, express or implied, statutory or otherwise, in relation to the quality of fitness for any particular purpose of the Products are hereby excluded, and Truly Irish Country Foods will 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 Products sold or any defect in them or from any other cause, whether or not any such matter amounts to a fundamental breach of a fundamental term of term of the contract.
  • In any event, Truly Irish Country Foods liability in respect of any Products will end on the later of the relevant Products best before date or 3 months from the date of receipt of the Products by the Buyer.
  • The Buyer shall not reject any Products or cancel or purport to cancel these Terms and Conditions or any part of it because of an alleged default unless within 30 days of written notice specifying the default.
  • Nothing in this clause will be taken as in any way limiting or excluding any liability which Truly Irish Country Foods may have to the Buyer under section 2 of the Liability for Defective Products Act 1991.
  1. Default of Buyer
    • If the Buyer or an Affiliate:
      • fails to comply with Truly Irish Country Foods Terms and Conditions (including stipulations as to payment); or
      • commits an act of bankruptcy, makes an arrangement or composition with creditors or suffers any distress or execution: or
      • resolves or is ordered to be wound up or has a liquidator, receiver or examiner (or any equivalent officer) appointed; or
      • sell or stores the Products in a manner which is unacceptable to Truly Irish Country Foods, as notified to the Buyer from time to time; or
      • is in arrears on any account with Truly Irish Country Foods; or
      • does anything which does, or has the capacity (in Truly Irish Country Foods opinion) to undermine or damage Truly Irish Country Foods reputation and/or brand and/or intellectual property rights; or
      • there is a change of control of the Buyer; or
      • Truly Irish Country Foods reasonably apprehends that any event which is analogous with the above mentioned is occurring or is about to occur in respect of the Buyer or any Affiliate, then, in any such event Truly Irish Country Foods will have the right (without further liability to the Buyer and without prejudice to any other remedies) to (a) cancel(in whole or in part) any uncompleted order; and/or (b) withhold or suspend (in whole or in part) delivery of further Products; and/or (c) to demand payment immediately of all sums due by the Buyer or any Affiliate to Truly Irish Country Foods; and/or (d) to recover from the Buyer or any Affiliate damages for any loss or damage suffered by Truly Irish Country Foods arising directly or indirectly from the breach; and/or(e) to re-take possession of any Products (and for that reason to go into any premises occupied by the Buyer or an Affiliate); and/or (f) to withhold payment and/or cancel any entitlements to any rebates, discount, allowances or credits (or anything analogous thereto) which are accrued but unpaid on that date; and/or (g) to cancel any and all future rights of the Buyer to such rebates, discounts, allowances or credits or other like benefit; and/or (h) to cancel any current and/or future credit arrangements with the Buyer or an Affiliate.
    • In the event Truly Irish Country Foods exercises any rights it may have to stop Products in transit or to seize Products, Truly Irish Country Foods may as it option resell such Products at public or private sale without notice to the Buyer and without affecting Truly Irish Country Foods rights to hold the Buyer liable for any loss or damage caused by breach of contract by the Buyer.
  2. Alternative and Supplementary Terms
    • Truly Irish Country Foods may at any time alter or supplement these Terms and Conditions by giving notice to the Buyer.
  3. Force Majeure
    • Truly Irish Country Foods will not be under any liability of whatever kind for non-performance in whole or in part of its obligations under the Terms and Conditions due to causes beyond the control of Truly Irish Country Foods or beyond the control of Truly Irish Country Foods suppliers including, but not limited to war (whether and actual declaration thereof is made or not), sabotage, insurrection, riot or other act of civil disobedience, acts of the Buyer, any Affiliate 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 Truly Irish Country Foods or Truly Irish Country Foods suppliers or shortage of labour, fuel, raw materials or machinery or technical failure. In any such event, Truly Irish Country Foods may without liability, cancel or vary these Terms and Conditions including, but not limited to, extending the time for performing their obligations pursuant to these Terms and Conditions for a period at least equal to the time lost by reason of such causes.
  4. Assignment
    • The Buyer will 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 Products.

12 .Governing Law and Jurisdiction

This contract will be governed and construed in all respects in accordance with the law of the Republic of Ireland and the Irish Courts will have exclusive jurisdiction in respect of any disputes relating to or arising from these Terms and Conditions.

 

 

 

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