Terms & Conditions
EUROPHARMA CONCEPTS LTD TERMS AND CONDITIONS
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF EUROPHARMA CONCEPTS LTD
“Buyer” means the person who buys or agrees to buy any goods from the Seller;
“Seller” means the company set out on front of the Order Confirmation or the invoice in relation to the Goods;
“Goods” means the goods (including any instalment of goods or any part of them) described in an Order Confirmation;
“Order Confirmation” means the written confirmation of the Order sent by the Seller to the Buyer; “Order” means the order for goods made by the Buyer to the Seller.
5.1. Payment shall be due in accordance with the terms of the payment as stated on the Order Confirmation and in default shall be 30 days nett. The price of the Goods shall be as indicated in the Order Confirmation except where varied in accordance with clause 12 hereunder.
5.2. The Seller shall be entitled to charge interest at a rate of 1 percent per month on:
5.3. Time of payment shall be of the essence of the Contract.
5.4. The Buyer shall not be entitled for any reason whatsoever to withhold or set-off payment for Goods delivered.
6.1. The risk in the Goods shall pass to the Buyer when the Seller delivers the Goods in accordance with the terms hereof to the Buyer or any other person to whom the Seller has been authorized by the Buyer to deliver the Goods whether expressly or by implication; thereafter the Seller shall not be liable for the safety of the Goods and the Buyer should therefore insure the Goods.
However, the Seller shall retain the Ownership of the Goods until the Seller has received payment in full for the Goods in accordance with the terms of the Order Confirmation.
7.1. The Seller will, to the best of its abilities, advise the Buyer with respect of choice of Goods and, on request, supply material for testing. The Buyer shall, however, be responsible for testing and choice of Goods unless otherwise agreed in writing.
7.2. No representation, warranty or condition is given that Goods supplied are precisely identical to, or correspond with, any sample or test material that may have been supplied. The Goods shall be deemed to be delivered in accordance with the specifications set out on the Order Confirmation if its values are within the ordinary tolerance zones applicable in the industry or its corresponds to any special quality specifications that maybe agreed in writing. In particular the Seller reserves the right to deliver within the following tolerances: quantity: +/- 10% and print in conformity with the customary standard of the industry. Minor deviations from the approved colour or press proofs will not entitle the Buyer to a price reduction or to refuse acceptance.
8.1. The Seller shall have no liability of any nature to the Buyer for any loss or damage incurred or suffered by it howsoever caused arising directly or indirectly out of or in connection with the supply by the Seller of any Goods in excess of the amount of the price of the Goods paid by the Buyer to the Seller.
8.2. In the event that Goods fail to accord with the agreed specification set out in Condition 7.2, the Seller shall replace the Goods in question or at the Seller’s sole option, repay the price (where this has been paid). The Seller shall be under no liability pursuant to this Condition unless notice of the relevant defect or deficiency in goods delivered is given to the Seller within six months of their receipt by the Buyer and, where appropriate, to the carrier of the goods within any time period stipulated by the carrier for the notification or claims.
8.3. Save to the extent of the Seller’s liability hereunder, the Buyer will indemnify and hold harmless the Seller in respect of all damages, costs, claims, expenses and liabilities whatsoever to which the Seller is subject arising directly or indirectly out of or in connection with sales made by the Buyer to third parties, or any use (whether by the Buyer or any other person) of the Goods.
10.1. Copyright and all other intellectual property rights of whatever nature in all artwork and designs supplied by the Buyer for the purposes of the application thereof to goods to be supplied to it by the Seller shall be and remain vested in the Buyer provided that the Buyer shall indemnity the Seller and hold it harmless in respect of all damages, costs, claims, expenses and liabilities whatsoever arising from or in connection with any use by the Seller or such artwork or designs which infringes or is alleged to infringe any intellectual or industrial property right of any third-party anywhere in the world.
10.2. Copyright and all other intellectual property rights of whatever nature in materials prepared or produced for the purposes of the application of artwork and designs supplied by the Buyer to goods to be supplied by the Seller, such as drawings, artworks, tooling, photographic work and film shall be and remain vested in the Seller, regardless of whether such materials have been the subject of separate invoice.
10.2.1. Nothing in this Condition is intended to prevent the Seller using any know-how, skills or techniques which it acquires in discharging its obligations to supply goods to the Buyer for any other purpose.
14.1. This agreement and any dispute, proceeding or claim of whatever arising out of or in any way relating to the agreement or its formation shall be governed by and construed in accordance with Irish Law.
14.2. In the event of any dispute arising out of or in connection with this Agreement the parties agree to enter mediation in good faith to settle such dispute. In the event that the dispute cannot be resolved within one month (or such further period of time as may be agreed between the parties) either party shall be entitled to refer the matter to an Arbitrator in accordance with the UNCITRAL Arbitration Rules. There shall be one Arbitrator to be agreed between the parties and in default of agreement to be appointed by the President of the Law Society of Ireland. The place of Arbitration will be in Dublin and the language to be used in the Arbitration proceedings shall be Irish.