TERMS AND CONDITIONS OF PURCHASE

Interpretation


Unless the context otherwise requires the following terms in these conditions shall have the following meanings:


The buyer – The Botany Weaving Mill Ltd whose registered office is Vauxhall Avenue, Cork Street, Dublin 8, Ireland.


The supplier – means the person, firm or Company who accepts the Purchase order


The contract - means the Purchase order and the Suppliers acceptance of the Purchase order


Goods – means the goods to be supplied by the Supplier as set out in the Purchase Order


Services – means the services to be supplied by the supplier as set out in the Purchase order


Purchase order – means the Buyers written instructions to supply the Goods and/or services incorporating the conditions.


Basis of Purchase

The following conditions are the only conditions upon which The Buyer is prepared to deal with the supplier and they shall govern the contract to the entire exclusion of all other terms or conditions.

No variation to these conditions shall be binding unless agreed in writing between the Buyer and the supplier.


Each Purchase order by the Buyer from the supplier shall be deemed to be an offer by the Buyer to purchase goods and or services subject to these conditions and no Purchase order shall be accepted until the supplier either expressly by giving notice of acceptance or impliedly by fulfilling the Purchase order in whole or in part accepts the offer.



Orders and Specification

The quantity and description of and any specification for the goods and/or services shall be those set out in the Purchase order or the suppliers quotation (if accepted by the Buyer and incorporated within the Purchase Order).


The supplier shall comply with all applicable regulations or other legal requirements concerning the manufacturing, packaging, packing and delivery of the goods.


Purchase Orders not cancelled within 48 hours after being placed will be charged for in full or for that part of the value of the costs incurred at the time of cancellation. This is due to the fact that raw material is committed to and placed for dyeing within 48 hours of the final product being ordered.

Price of the Goods

The price of the goods and Services shall be as stated in the Purchase Order and unless otherwise stated shall be inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the goods.


No increase in the price may be made without the prior consent of the Buyer in writing.


Terms of payment

The supplier shall be entitled to invoice The Buyer on or at any time after the delivery of the goods or performance of the services as the case may be and each invoice shall quote the number of the Purchase order



Delivery

The goods shall be delivered to, and the services shall be performed at the delivery address on the date or within the period stated in the Purchase order, in either case during the Buyers usual business hours. If no such date is specified, delivery shall take place within 28 days of the date of the Purchase order.


Risk and Property

Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery (including where applicable offloading and stacking) to the Buyer in accordance with the contract

The property in the goods shall pass to the Buyer upon delivery unless payment for the Goods is made prior to delivery when it shall pass to the Buyer once payment has been made and the Goods have been appropriated to the contract.



Warranties and Liability

The supplier warrants to the Buyer that the Goods:

Will be of satisfactory quality (within the meaning of the Irish Sales of Goods and Supply of Services Act 1980 Act as amended) and fit for any purpose required by the Buyer and held out by the supplier or made known to the supplier in writing at the time the Purchase order is placed.

Will be free from defects in design, material and workmanship and will not cause either directly or indirectly any harm or damage to any product or end product manufactured or processed by the Buyer for its customers or ultimate customers of the Buyers customers.

Will correspond with any relevant specification or sample provided by the supplier to the Buyer when introducing the product to the Buyer

Will comply with all statutory requirements and regulations relating to the sale of the goods

The supplier warrants to the Buyer that the goods will be supplied by appropriately qualified and trained personnel with due care and diligence and to such high standard of quality as it is reasonable for the Buyer to expect in all the circumstances

Where the goods are not manufactured by the supplier then the supplier shall, in addition to the warrant given in Clause 8.1 use its best endeavours to procure that the benefit of any manufacturers warrant is passed to the Buyer

Without prejudice to any other right or remedy which the Buyer may have if any goods are not supplied in accordance with, or the supplier fails to comply with any terms of this contract, the Buyer shall be entitled to avail itself of any of the following remedies at its discretion whether or not any part of the goods or services have been accepted by the Buyer:

To rescind the Purchase order

To reject the goods or services (in whole or in part) and to return any goods to the supplier at the risk and cost of the supplier on the basis that a full refund for the goods so returned shall be paid forthwith by the supplier.

At the Buyers option to give the supplier the opportunity at the suppliers expense either to remedy any defect in the goods or to supply replacement goods and carry out any other necessary work to ensure that the terms of the contract are fulfilled

To refuse to accept any further deliveries of the goods but without any liability to the supplier

To carry out at the suppliers expense any work necessary to make the company with the contract and

To claim such damages as may have been sustained in consequence of the suppliers breach or breaches of the contract

The supplier shall indemnify the Buyer in full against all direct, indirect or consequential liability, loss damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the Buyer as a result of or in connection with:

Breach of any warranty given by the supplier in relation to the goods or the services

Any claim that the goods infringe or their importation use or sale infringes the patent, copyright design right trade mark or other intellectual property rights of any other person except to the extent that the claim arises from compliance with any specification supplied by the Buyer

Any liability under the Irish Consumer Protection Act in respect of the goods

Any act or omission of the supplier or its employees agents or subcontractors in supplying, delivering and installing the goods

Any act or omission of any of the suppliers personnel in connection with the performance of the services

Neither the supplier or the Buyer shall be liable to the other or be deemed to be in Breach of the contract by reason of any delay in performing or any failure to perform any of its obligation in relation to the goods or the services if the delay or failure beyond to that party’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond either party’s reasonable control

Act of God, explosion, flood, tempest, fire or accident

War or threat of war, sabotage, insurrection, civil disturbance or requisition

Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind of any governmental parliamentary or local authority

Import or export regulations or embargoes or

Strikes, lock outs or other industrial actions or trade disputes whether involving employees of either the supplier or the Buyer or of a third party

Insolvency of the Supplier and cancellation rights

The Buyer shall have the right at any time and for any reason to terminate the contract in whole or in part by giving the supplier written notice whereupon all
Work on the contract shall be discontinued and the Buyer shall pay to the supplier fair and reasonable for work in progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss.

This clause applies if

The supplier commits a material breach of any of the terms and conditions of the contract

The supplier makes any voluntary arrangement with its creditors or become subject to an administration order or being an individual or firm becomes bankrupt or being Company goes into liquidation

An encumbrancer take possession or a receiver is appointed of any of the property or assets of the supplier

The suppliers ceases or threatens to cases to carry on business

The financial position of the supplier deteriorates to such an extent that in the opinion of the Buyer the capability of the supplier to adequately fulfils its obligations under the contract has been placed in jeopardy


General


The supplier shall not without the prior consent of the Buyer be entitled to subcontract the performance of the whole or part of the contract. If consent is given and the contract is sub contracted the supplier shall remain primary liable to the Buyer for performance of the contract in accordance with these conditions

The Buyer shall be entitled to assign its rights and obligations under a contract. The supplier shall not assign the contract or any benefits or interests arising under the contract without the prior written consent of the Buyer

No waiver by the Buyer of any breach of the contract by the supplier shall be considered as a waiver of a subsequent breach of the same or any other provision

Any dispute arising under or in connection with these conditions or the sale of the goods other than in relation to the payment of money which cannot be resolved by the parties to the contract within 60 days of notice of the dispute being served by one party on the other will first be referred to mediation or another agreed alternative resolution procedure as agreed between the parties each acting in good faith. If the parties are unable to agree procedure or any aspect of a procedure they seek will seek assistance from and the Irish centre for dispute resolution. Unless otherwise agreed the parties shall share equally the costs of mediation and the use of mediation will be without prejudice to the rights of the parties in all respects if the mediation does not achieve an agreed resolution of the dispute

The contract shall be governed by the laws of the Republic of Ireland and the parties hereby submit to the exclusive jurisdiction of the Irish Courts


TERMS AND CONDITIONS OF SALE

General

All contracts entered into with The Botany Weaving Mill Ltd registered office at Vauxhall Avenue, Cork Street, Dublin, Ireland (herein called the seller) and any person, Firm or Company (herein called the buyer) purchasing the goods from the seller shall be subject to the general terms and conditions set out below, in addition to any particular contract, and in case of conflict between such special written terms and these general terms and conditions the provision of such special terms shall apply. Unless otherwise expressly agreed by the seller in writing no terms or conditions of sale which are at variance with these terms and conditions or of any special terms shall be construed as having any effect on any contract to which these terms and conditions apply. Other terms and conditions, especially any general terms and conditions of purchase submitted by the buyer, are binding to the seller only of the latter confirms these in writing to the buyer.

Acceptance of Quotation

No quotation issued by the seller is to be treated as an offer by the seller, but as a basis to treat open for a period of not less than thirty days from the date of quotation. If an order is placed on the basis of such quotations, such order will be treated an offer subject to these terms and conditions and shall not be binding upon the seller unless accepted by them in writing

Quotation of Prices

All prices are quoted as being nett and unless otherwise stated are exclusive of VAT customs duties and import levies or any similar duties or levies. All prices quoted are, unless otherwise stated in writing, subject to variation without notice.


Payment

  1. The terms are strictly nett cash within 30 days of the date of the invoice unless otherwise stated in writing

  2. The seller holds title to the goods until payment has been received in full for any and all amounts owing between the buyer and the seller

  3. Without prejudice to any other rights of the seller, if any payment from the buyer is overdue the seller may withhold deliveries of such goods under any outstanding contract or Purchase Order between the seller and the buyer, in all respects as if the buyer had been in breach thereof, and in particular but without prejudice to the generality of the foregoing the seller may sell such undelivered goods and claim the difference in price (if less than the contract price) from the buyer but without being obliged to account to the buyer for any difference in price (if more than the contract price)

  4. The buyer shall discharge and indemnify the seller against any warehousing charges, demurrage or other cost or expense incurred in relation to any goods sold by the seller to the buyer


Delivery

  1. Delivery shall be effected when the goods are delivered to the delivery address stated on the buyer’s order

  2. The seller will use its best endeavours to fulfil delivery dates quoted, promised or requested but shall not be liable to make good any loss or damage, howsoever arising (whether directly or indirectly) out of delay in delivery, nor shall orders be voidable for that reason.

Carriage and Packing

Unless otherwise agreed in writing between the seller and the buyer, prices quoted by the seller are on an ex works basis and where the seller agrees to deliver goods otherwise than on an ex-works basis, the buyer shall pay the sellers charges for transport, any special packaging and insurance.


Returns

Goods supplied in accordance with the order cannot be returned without the seller’s written consent. Application for such consent can only be considered within 30 days of Invoice and must be in writing stating date and number of invoice and reason for suggested return. Duly authorised returns must be sent carriage paid to the seller and the seller advised in writing stating the seller’s authorisation reference. The buyer will pay on demand the seller’s administration charges in relation to such authorised returns and the cost of any repackaging required to restore the goods to saleable condition.


The seller will not accept any responsibility whatsoever for claims in respect of free replacement of the product or the end product it is made up into for flaws, quality compensation or returns for any goods (fabric or carpet) that have been cut up and made into finished product – for example seat fabric made up into seat covers, curtain fabric made up into curtains, carpet made up into carpet kits etc.


Damage or Loss In Transit

The seller will not be liable for any damage or loss in transit from whatsoever cause.


Reservation of Proprietary Rights

The goods shall only become the property of the buyer when the latter has met all obligations arising from the agreement.


Descriptive Matter and Illustration

All illustrations, drawings catalogues and descriptive matter are of a generally informative nature only and do not form part of the specification or description of the goods, except to the extent expressly incorporated in them in writing, the seller reserves the right to make without notice modifications in specification as it deems to be necessary or desirable. The buyer shall not be entitled to object or reject the goods or any of them by reason of such modification


Instalment Deliveries

When the goods are delivered or shipped in lots or by instalments the contract shall be construed as a separate contract in respect of each lot or instalment subject to these terms and conditions and any special terms and conditions incorporated in the contract in writing for each lot of instalment and the rights and liabilities of the seller and the buyer respectively shall be the same as though a separate contract to such terms and conditions had been made for each lot or instalment

Force Majeure

Deliveries may in absolute discretion of the seller be partially or totally suspended by the seller during any period in which they may be prevented from manufacturing, supplying or delivery by normal route or means of delivery the goods through any circumstances beyond the sellers control including without prejudice to the generality of the foregoing, strikes lock outs or other industrial action or the reasonable apprehension thereof, civil disturbances, war, acts of god, fire, explosion, storm, flood, tempest, seizure, arrest or requisition of goods or with all the materials from which they are ordinarily made, failure of sources of materials and/or raw materials required for the manufacture of goods, government regulations, requirements or license restrictions, shortage or delay in obtaining fuel supply (including electricity supply) or material.

If the total or partial suspension of the contract shall exceed a reasonable period, the contract may be cancelled by either party by written notice to the other. Such termination shall not prejudice the right of the seller to require the buyer to take delivery of (and pay for) such of the goods as are or may be available for delivery (whether before or after such termination) and shall be without prejudice to any rights which may be accrued to either party prior to the dates of such termination. The seller shall not be under any liability arising out of such failure to deliver or perform its obligations hereunder, which is directly or indirectly attributable to any event within this cause. The buyer shall forthwith amend or have amended (if required by the seller to do so) any necessary documents including letters of credit or other payment documents to allow for the delay consequent upon the occurrence of any such event as aforesaid.


Risk and Title

  1. Goods shall remain property of the seller until payment in full has been received by the seller for the goods and all monies owing by the buyer have been paid to the seller at the time of payment for such goods

  2. Until such unconditional payment the buyer shall:

    i. keep such goods in its capacity as baillee for the seller, and

    ii. store the goods separately and clearly identify the goods so that they can be clearly recognised as the property of the seller

  3. If the goods or part thereof whether or not incorporated into other products or used as material for other products resold by the buyer before they have made Unconditional payment to the seller as aforesaid the buyer shall in the fiduciary capacity as agents for the seller hold all proceeds of sale in respect thereof in trust for the seller and in a separate account opened by the buyer for the purpose of receiving only the proceeds of such sales and be accountable to the seller in respect thereof.

  4. The buyer hereby assigns to the seller all rights and claims for which the buyer may have against its own customers arising from sales of its own customers referred to in sub clause (3) above until unconditional payment has been made to the seller in full as aforesaid.

  5. If property in goods has passed to the buyer, the buyer is in breach of any payment obligation hereunder or enters into liquidation, administration, examinership or suffers a receiver to be appointed the seller may give notice to the buyer terminating the contract forthwith whereupon the buyer shall at its own expense redeliver such goods to the seller. In such case the seller may with or without previous notice take possession of and sell the goods and is in such circumstances irrevocably authorised by the buyer to enter the premises on which the goods are situated and remove the same at the buyer’s expense.

  6. Notwithstanding the provisions of this clause risk in all goods supplied shall pass to the buyer on delivery whereupon the buyer shall be liable for the insurance of such goods

Fitness for Particular Purpose

The seller shall be deemed not to have knowledge of either the nature of the proposed use or the purpose of the market for which the goods are required


Claims

All claims relating to goods supplied must be made in writing within 30 days of receipt of goods by the buyer or its assigned contractors. Once goods, be it seat fabric, curtain fabric or carpet rolls are cut up no claims will be entertained. Where a claim is made the buyer must cooperate fully with the seller by providing all necessary information and sufficient samples as is required by the seller to allow the seller fully investigate the claim in its entirety. Irrespective of the value of the claim, the seller is only liable for the value of the goods supplied and ordered by the buyer or its contractors and is not liable under any circumstances for any additional further added value, make up costs or costs for replacement of the finished product be that made up seat covers in the case of seat fabric, made up curtains in the case of curtain fabric, overlocked carper kits in the case of carpet rolls. Furthermore in such instances as outlined above the seller is not liable for any consequential loss, damages, claims, losses, costs, third party costs, re-certification costs, expenses and liabilities or assertion of liabilities or potential liabilities arising from any defect in the product manufactured by the supplier be it seat fabric, curtain fabric or rolls carpet.

Exclusion of Liability

  1. All conditions, guarantees or warranties, whether express or implied by statute, common law or otherwise are hereby excluded

  2. The seller shall in no circumstances be liable for consequential losses of any kind arising directly or indirectly from or in consequence of the sale of any goods by the seller or the use of any of the sellers goods or any advice or recommendation made by the seller in respect of the goods or their use.

Third Party Industrial Rights

Where goods are supplied to the buyer drawings, designs or specifications the buyer warrants the manufacture, supply or sales by the seller will not infringe any patent or registered design or (in respect of the Republic of Ireland) equivalent industrial property right or any copyright and will indemnify the seller against all liability for any infringement and against all actions, proceeding, claims, costs demands and expenses in relation thereto

Proper Law

These terms and conditions and all contracts to which they apply shall in all respects be governed by and in accordance with the law of the Republic of Ireland and shall be to the jurisdiction of the Irish Courts.