Terms and Conditions
“The seller” means Primecourt (Printers & Stationers) Ltd., “The Purchaser” means the person, firm or company to be supplied with goods by the seller. “Goods” means the goods, materials and/or other items to be supplied pursuant to the contract. “The Contract” means the contract for sale and purchase of the goods made between the seller and the purchaser to which these conditions apply.
(A)These conditions apply to the contract and shall prevail over any inconsistent terms or conditions contained or referred to in the purchaser’s order or correspondence or elsewhere unless specifically agreed to in writing by the Director on behalf of the seller and any conditions or stipulations to the contrary are hereby excluded or extinguished.
(B) As goods supplied to the seller are believed to be suitable for the purpose recommended in the seller’s trade literature issued from time to time, the seller shall be under no liability whatsoever to the purchaser for the use of the goods for other purposes unless the purchaser makes such purposes known to the seller in writing prior to the delivery of the said goods and the seller recommends the goods in writing therefore.
(C)All goods are sold on the understanding that the purchaser will independently determine that the total quality and make-up of the goods (including all adhesives, face materials, dye cuttings, graphics, slitting tolerances and resistance to environmental conditions are suitable for their particular purpose and for use on any machines with which the purchaser is intending to apply the labels to the containers in question.
(D)Whilst all information recommendations and descriptive material about the Avery products is based upon research and is believed to be reliable, the purchaser agrees with the seller that the same does not in any way constitute a warranty or representation on the part of the seller. No salesman representative or agent of the seller is authorised to give any guarantee, warranty or make any representation contrary to the foregoing.
(E)The conclusion of the contract between the purchaser and the seller is to be taken as an acknowledgement and acceptance by the purchaser that he enters this contract in the course of his business and holds himself out to the seller as doing so.
A quotation by the seller does not constitute an offer and the seller reserves the right ti withdraw or amend same at any time prior to the seller’s acceptance of the purchaser’s order.
The prices payable for the goods shall (where appropriate) by the seller’s list price therefore current at the time of the despatch of goods. The seller shall have the right at any time to revise list and/or quoted prices to take account of increase in costs including (without limitation) costs of acquisition of any goods or materials, carriage, labour or other overheads or the increase or imposition of any tax, duty or other levy in any variation in exchange rates.
5. Preliminary Work
All work produced whether experimentally or otherwise a purchaser’s request will be charged for at the seller’s current rates.
Corrections on or after first proof, including alterations in style will be charged extra. Proof of all work may be submitted for the purchaser’s approval and no responsibility will be accepted for any errors in proof by the purchaser.
7. Machine Readable Codes
(A)In the case of machine readable codes or symbols the printer shall print the same as specified or approved by the customer in accordance with generally accepted standards and procedures.
(B)The customer shall be responsible for satisfying himself that the code or symbol will read correctly on the equipment likely to be used by those for whom the code or symbol is intended.
(C)The customer shall indemnify the printer against any claim by any party resulting from the code or symbol not reading correctly for any reason, except to the extent that such claim arises from any failure of the printer to comply with paragraph (A) above which is not attributable to error failing within the tolerance generally accepted in the trade in relation to printing of this sort.
8. Expedited Delivery
Should expedited delivery or any special means of delivery be agreed and necessitate overtime or any additional costs expenses an additional charge may be made.
9. Freight and Packaging Charges
Charges for freight and packing will be made in accordance with the seller’s rates therefore current at the time of despatch. Orders requiring overseas delivery may be debited with the cost of any special packaging required together with all freight insurance and other charges incurred by the seller. All packaging materials will be debited and as such are not returnable.
10. Terms of Payment
In the absence of any written agreement made between the seller and the purchaser to the contrary payment of invoices shall be made without any deductions so as to be received by the seller within thirty days of the date therof.
All efforts must be made to pay within the agreed trading terms. Primecourt (Printers & Stationers) Ltd., reserve the right to take payment where applicable by agreed method of payment.
11.1Time not being of the essence of the contract delivery dates mentioned in any quotation on acceptance form or elsewhere are approximate only and not or any contractual effect. The seller shall not be under any liability to the purchaser in respect of any delay in delivery howsoever arising. If delivery shall not have taken place within a reasonable time the seller’s liability shall be limited to the value of the goods specified in the seller’s quotation.
11.2In the event of the purchaser returning or failing to accept any delivery of the goods in accordance with the contract, the seller shall be entitled at his option, either to deliver and invoice the purchaser for the goods then remaining undelivered or to suspend or cancel further deliveries under the contract. The seller shall be entitled to store at the risk of the purchaser any goods which the purchaser refuses or fails to accept and the purchaser shall in addition to the invoice price pay all such storage and any additional costs or carriage incurred as a result of such refusal or failure.
11.3The goods shall unless delivered by the seller’s own transport or by a carrier on behalf of the seller be deemed to have been delivered and the risk therein to have passed to the purchaser upon the transfer to the carrier named by the purchaser, or (in the case of delivery, “ex-works) upon the seller notifying the purchaser that the goods are available for the collection.
11.4Where the goods are delivered by the seller’s own transport or by a carrier on behalf of the seller the risk therein shall pass to the purchaser upon delivery. The seller shall advise the purchaser of the scheduled date of despatch from the seller’s work and unless the purchaser notifies the seller in writing within ten days the seller shall not be liable for any loss of or damage to the goods in transit nor for failure of the goods to be delivered and such goods shall be deemed to have been delivered in good order and condition.
11.5If in the case of the contract or any order involving more than one delivery default is made in payment on the due date the seller shall have the right to suspend all or any further deliveries pending payment or to terminate the contract in its entirety by notice in writing to the purchaser.
12.1Title to the goods shall pass to the purchaser upon payment in full of the price therefore together with any and all other sums owing and/or due to the sellers of whatsoever nature and whether under the
contract or otherwise.
12.2In any case where the goods are or are capable of becoming the subject of any industrial or intellectual property rights of any third party the seller warrants that it shall transfer to the purchaser only such title as it may have to the goods.
12.3Should the goods when sold and delivered by the seller to the purchaser become constituents of or converted into other products whilst title in the same remains with the seller, such products into which are converted the goods shall become the property of the sellers, as if same were solely and simply the goods.
12.4The seller reserves the right to repossess the goods in respect of which payment is overdue and thereafter to resell the same, and for this purpose the purchaser hereby grants an irrevocable right and licence to the seller’s servants and agents to enter upon all and any of its premises with or without vehicles during normal business hours. This right shall continue to subsist notwithstanding the termination of the contract through the happening of any of the events specified in Condition 19 or otherwise, and without prejudice to any of the accrued rights of the seller thereunder.
Whilst every endeavour will be made to deliver the correct quantity ordered the seller shall be deemed to have fulfilled his contractual obligations in respect of any delivery through the quantity may be up to 10% more or less than the quantity specified in the contract and in such event the purchaser shall pay for the actual quantity delivered.
14. Illegal Matter
14.1The seller shall not be required to print any matter which in its opinion is or may be of an illegal or immoral or libellous nature.
14.2The purchaser shall indemnify the seller against all claims costs, damages and expenses incurred by or for which the seller may become liable as a direct or indirect result of the carrying out of any work required to be done on or to the goods in accordance with the requirements or specifications to the purchaser involving the printing of any illegal immoral or libellous matter or any infringement or alleged infringement of any intellectual or industrial property rights vested in any third party.
15. Warranty and Liability
15.1The seller shall not be liable for any shortage in quantity delivered unless notice of the same in writing shall have been received by the seller from the purchaser within ten days from the delivery of the goods.
15.2The seller warrants that the goods supplied hereunder will for the period of six months following the date of delivery remain free from defects in material and workmanship under normal use and service and will conform to the seller’s applicable standard written specifications or if appropriate to any written specifications accepted in writing by the seller. The seller’s sole obligations hereunder shall be limited at the seller’s option, either crediting the purchaser with the purchase-price of or replacing the goods or any part thereof provided that:-
(A)Written notice of non-conformance hereunder is received by the seller not more than ten days after the defect in question has come to the attention of the purchaser or ought reasonably have come to his attention and
(B)After the seller’s written authorisation on that goods in question are returned to seller’s shipping location freight charges pre-paid and
(C)After examination the goods in question are disclosed to the seller’s satisfaction to have been non-conforming.
Any such replacement will not extend the period within which such warranty can be asserted. This warranty shall not apply to goods which the seller determines have whether by the purchaser or any other person been subjected to operating and or environmental conditions in excess of the maximum value therefore in the applicable specifications or otherwise which have been subject to misuse, improper installation or damage or which in any way been altered, modified or otherwise with any person other than the seller’s own authorised personnel.
This warranty maybe asserted by the purchaser only and not by the purchasers or users of the purchaser’s product.
15.3Subject to the foregoing, all conditions, warranties and representations, express or implied by Statute, Law or otherwise expressed warranties or undertakings by the seller that he has a right to sell the goods at a time when property in same is to pass to the purchaser and which are made in relation to the goods supplied and or services provided for under this contract expressly excluded.
15.4The seller shall be under no liability to the purchaser for any loss damage or injury, whether arising directly or indirectly from defective materials faulty workmanship or otherwise howsoever arising in relation to the goods supplied and/or services provided by the seller under his contract and whether or not caused by the negligence of the seller his servants or agents.
15.5In no event will the seller be liable to the purchase for any incidental or consequential loss, damage or injury howsoever arising from the sale or delivery of goods under this contract.
16. Purchasers Property and Materials Supplied
16.1The purchaser’s property and all materials and equipment supplied to the seller by or on behalf of the purchaser will be held at the purchaser’s risk.
16.2Where the purchaser supplies material and equipment sufficient quantities shall be supplied to cover spoilage.
17. Standing Matter
Type may be distributed and lithographic or other work effaced immediately after the order is executed unless written arrangements are made contrary in which latter event a custodial fee maybe charged by the seller.
18. Printing Matter
Artwork plates and dyes made by the seller are tools of the trade and as such remain the property of the seller.
19. Force Majeure
19.1The seller shall not be liable to the purchaser for any loss or damage which may be suffered by the purchaser as a direct result of the seller being prevented hindered or delayed in the performance of its obligations under the contract by reason of any force major circumstances.
19.2 In this condition “force major circumstances” shall mean any act of God war, riot, strike, lockout, trade dispute or labour disturbance, accident, breakdown of plant machinery, fire, flood, drought, exercise of Government authority, legislation, difficulty in obtained workmen or material or transport or other circumstances whatsoever outside the control of the seller affecting the provision of goods and services thereunder or of material therefore by the seller’s usual sources of supplying the manufacture of the goods by the seller’s normal means or the delivery of the goods by the seller’s normal route or means of delivery.
If the purchaser enters into a deed of arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving order is made against his or (in the purchaser is a company) it shall pass a resolution of the Court shall make an Order that the purchaser be wound up (otherwise than for the purpose of an amalgamation or reconstruction or if receiver shall be appointed or any of the assets or under takings of the purchaser or if the circumstances shall arise which entitles the Courts or a creditor to appoint a receiver or manager or which entitle the Court to make a winding up order or if the purchaser takes or suffers any similar action in consequence of debt or commits any breach of any part of the contract the seller may stop any goods in transit and suspend further deliveries and by notice in writing to the purchaser may forthwith determine the contract without prejudice to the provisions of conditions 11.4 hereof and to an existing claim.
The failure on the part of either party to the contract to exercise or enforce any rights conferred by the contract shall not be deemed to be a waiver of any such right nor operates so as to bar the exercise or enforcement thereof at any time or times hereafter.
Any notice required to be given hereunder in writing shall be deemed to have been duly given if sent by repaid, ordinary post or by telex/telegram/fax.
Headings to any of these conditions are included to facilitate reference only and shall not affect the construction hereof.
24. Governing Law
The contract shall be governed by and construed and interpreted in accordance with the law of the Republic of Ireland and for the purpose of settlement of any dispute arising out of an or in connection with the Contracts the parties hereby submit themselves to the jurisdiction of the Court of the Republic of Ireland.