CO-OPERATIVE ANIMAL HEALTH LIMITED
Standard Conditions of Sale
- Every Contract for sale of goods between Co-operative Animal Health Limited (hereinafter referred to as “The Company”) and “THE BUYER” shall be subject to these conditions. No variation of these terms of conditions will be binding on the Company unless same is confirmed in writing by The Company to THE BUYER.
- The Company will use its best endeavors to deliver all goods at the date and within the time agreed in the Contract, but the Company shall not be liable for and expense, loss or damage whatsoever suffered by THE BUYER as a result of the Company for whatever reason not delivering at the date or within the time so specified.
- Should the availability of any of the goods at any of the Company’s premises or the delivery thereof, whether by the Company or an Independent carrier, be prevented hindered or delayed directly or indirectly by fire, the elements, war, civil commotion, strikes, or lock-outs, industrial dispute, shortage of raw materials or fuel (notwithstanding that the Company has taken all reasonable steps to procure the same) breakdown or partial failure of plant or machinery, acts, orders or regulations of any Government delay on the part of any independent sub-contractor, carrier, or supplier, or any other cause whatsoever beyond the reasonable control of the Company, then the time for delivery of the goods shall be extended for a reasonable period having regard to the effect of the delaying cause on the availability or delivery of the goods. If the availability or delivery of the goods is still prevented, hindered or delayed at the end of that period, the Company may terminate any or all agreements in relation to deliveries not made, without being liable for any loss or damage incurred by BUYER.
- If THE BUYER alleges that the goods or any part thereof are not in accordance with the Contract, either as to quality, type or condition (i.e. damaged, faulty or otherwise) they shall give notice to the Company and its Agents within 7 days of the date of delivery and afford them the facilities to inspect the goods and investigate the complaint before the goods are used, processed, sold or otherwise dealt with, PROVIDED THE BUYER has complied with this condition and if the goods or any part thereof are proved not to be in accordance with the Contract specification then the Company will wither accept the rejection of the relevant goods within a reasonable time or (as The Company at its own option decide) refund their purchase price to THE BUYER without being liable for any costs or loss incurred by THE BUYER. THE BUYER shall not in any case return any goods to the Company unless the Company has agreed in writing to accept their return. The Company shall have no obligation to THE BUYER in relation to any such complaints received after the said 7 day period.
- The Company shall not be liable for loss of profit, or for any expenditure incurred or any consequential or special loss or damage sustained by THE BUYER by reason of any breach by the Company.
- (a) Save as provided by Section 22 of the Sale of Goods and Supply of Services Act, 1980, all guarantees, warranties, or conditions whether expressed or implied by statute, common law or otherwise are excluded and hereby negatived.
(b) The Company shall not be responsible for any loss or damage howsoever caused arising directly or indirectly from storage, application or use of any of the goods supplied by the Company. Any advice or recommendation given by the Company, its servants or agents as to the mode of storing, apply or using any of the goods supplied by the Company is given without liability on the part of the Company, its servants or agents.
- (a) Payment shall be made at the time specified and unless otherwise agreed shall be deemed to be due and payable on
the 25th day after the Calendar Month of delivery. The amount of the price to be paid is that specified or agreed or calculated in accordance with the formula specified or agreed. That amount shall not be subject to any discount or deduction except as agreed in writing by the Company. The Company shall be entitled to charge interest on all overdue accounts as hereinafter provided.
- Where the Company’s quotations are based on prices quoted in currency other than the euro they will be subject to revision up or down if any different rate of exchange is ruling on the date of delivery.
- Value Added Tax shall be payable by THE BUYER on the quoted price at the appropriate rate.
- Each part delivery or installment of the goods shall be deemed to be sold under a separate contract and no default by the Company in respect of any part delivery or installment shall entitle THE BUYER to treat the Contract as repudiated in regard to any balance or installment remaining deliverable.
- For the purpose of these conditions, delivery is deemed to be effected when;
- if THE BUYER is to collect the goods, as soon as they are ready for despatch and THE BUYER has been notified
- in all other cases as soon as the goods are despatched from the Company’s premises
- The Company shall be entitled, without prejudice, to its other rights and remedies either, to terminate wholly or partly every supply contract between itself and THEY BUYER or to suspend any further deliveries under any or every contract if:-
- any debt is overdue and unpaid by THE BUYER to the Company; or
- the BUYER has failed to provide any letter of credit, bill of exchange or any other security required by the Contract.
- The BUYER has rejected, returned or failed to take delivery of any goods tendered by the Company otherwise than in accordance with THE BUYER’S contractual rights
- THE BUYER being a body corporate, become insolvent or, pass a resolution or, suffer an order of the Courts to be made, for their winding up or have had a receiver appointed (or to carry out or undergo any analogous act or proceedings under foreign law) or being and individual or partnership become insolvent or suspend payment in whole or in part or propose or enter into any composition or arrangement with his or their creditors or have had a receiving order in bankruptcy made against him or them, or carry out or undergo any analogous act or proceeding under foreign law.
The company shall be entitled to exercise its aforesaid right to termination or suspension at any dime during which the event of default giving rise thereto has not ceased or been remedied.
- THE BUYER shall not be entitled to withhold payment of any amount payable under the Contract to the Company because of any disputed claim of THE BUYER nor shall THE BUYER be entitled to set off against any amount payable under the contract to the Company or any monies which are presently payable by the Company or for which the Company disputes liability.
- (a) The property or the goods shall not pass to THE BUYER and THE BUYER shall keep the goods as bailee and
Trustee for the Company (returning the same to the Company upon request) until the price of the goods shall have been wholly paid and until any other sums whatsoever which are due from THE BUYER to the Company whether under this Contract or howsoever otherwise shall have been paid in full without any reduction or determent on account of any dispute or cross-claim whatsoever.
(b) Until all monies due to the Company as defined in paragraph (a) hereof shall have been paid in full by THE BUYER to the Company, the Company shall be entitled (in addition to and without prejudice to any other remedies available to it) to enter upon any lands or property and to remove and take away all goods and products thereof supplied by the Company without being liable for any loss or damage incurred in doing so. THE BUYER hereby irrevocably authorises the Company in such circumstances to make such entry on such lands or property as may be necessary to effect the taking away and removal of such goods and products.
(c) Notwithstanding sub-clause (a) hereof THE BUYER shall be entitled to sell the goods or the products to third parties in the normal course of his business and to deliver them to such third parties but the proceeds of any such sale shall whenever any sum whatsoever is due from THE BUYER to the Company whether under this contract or howsoever otherwise be held in trust for the Company and on such sale and/or delivery THE BUYER, in any case where the price of the goods sold has not been paid in full to the Company, is hereby deemed to assign to the Company absolutely (and the Company hereby accepts such assignment) the benefit of any claim which THE BUYER has against any such third party arising from such sale and/or delivery.
(d) In the event of THE BUYER becoming insolvent and/or a Receiver or Liquidator being appointed, such Receiver or Liquidator shall pay into a separate bank account any sums received from third parties in respect of sales to them of goods or products by THE BUYER, up to the amount of any indebtedness of THE BUYER to the Company for the sole benefit of the Company.
- (a) notwithstanding that the property and the goods may not have passed to THE BUYER, THE BUYER shall carry all risk of loss or damage to the goods from the time when the goods are delivered to THE BUYER.
(b) From the time the risk of loss and damage to the goods commences to be carried by THE BUYER until the Company is paid in full for the goods. THE BUYER shall:-
(i) Indemnify and keep indemnified the Company against all loss of and damage to the goods and against any reduction in the resale value thereof below the price to be paid thereof by THEY BUYER;
(ii) Insure and keep insured the goods in an amount at least equal to the price to be paid therefore by THE BUYER; and
(iii) To hold upon trust for the Company absolutely all proceeds of such insurance
- All and every collection fee of whatever kind including Solicitors and Client costs incurred by the Company in collecting overdue accounts and interest thereon shall be borne by THE BUYER in their entirety and shall be payable to the Company by THE BUYER as a lawful debt due under this contract
- All sums not paid on being due in accordance with Clause 7 above shall be bear interest at the rate of 2% per month or part of a month and compounded until actual payment. The said rate of interest shall also be payable in respect of sums due under Clause 13 and 14 hereof.
- All Pharmaceutical Products coming within the Dangerous Drugs, Pharmacy and Poison Regulations or legislation or other special legislation are sold by the Company subject to any restrictions which are or may be imposed by such regulations or legislation.
- The waiver by the Company of any breach of any term of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.