“Buyer” Means the person who buys or agrees to buy the goods from the Seller. “Seller” Means Smyths Daleside Ltd, Ballindrait, Lifford, Co. Donegal, F93 K447.
“Conditions” Means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
“Goods” Means the articles which the Buyer agrees to buy from the Seller. “Price” Means the price for the goods excluding carriage, packing, insurance and VAT.
“Delivery Date” Means the date specified by the Seller when the goods are to be delivered.
2. Conditions Applicable
These conditions shall apply to all Contracts for the sale of goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms and/or conditions that the Buyer may purport to apply under any Purchase order, confirmation of order or similar document.
All orders for goods shall be deemed an offer by the Buyer to purchase goods pursuant to these conditions.
Any variation of these conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
3. The Price and Payment
The price shall be the price set out on the invoice. The price is exclusive of VAT that shall be due at the rate ruling on the date of the Seller’s invoice.
Payment of the price and VAT shall be due by the last day of the month following the month of invoice or such other payment terms as may be agreed in writing. The Seller reserves the right to withdraw credit facilities without notice if the cost of extending credit increases, reasonable information is received by the Seller to indicate insolvency, potential insolvency or increased risk to the Seller. The Seller will take all legal steps to recover all monies owing at any time. The Seller reserves the right, in the event of payment not being made, to pass the Buyers details to a third party to recover all monies owing, including all costs and outlays.
Interest upon overdue invoices shall accrue from the date when payment becomes due until the date of payment at a rate of 1% per month.
4. The Goods
The quantity and description of the goods shall be set out in the Seller’s invoice.
5. Delivery of Goods
Delivery of goods shall be made to the Buyer’s address on the delivery date. The Buyer shall make all arrangements necessary to take delivery of goods whenever they are tendered for delivery. If either the Buyer; or persons on behalf of the Buyer is unavailable to sign the delivery docket at the time of delivery, the driver’s signature will be sufficient evidence of delivery.
6. Acceptance of Goods
The Buyer shall be deemed to have accepted goods 12 hours after delivery to the Buyer.
In the case of a complaint either with regard to product appearance (physical quality) or performance of livestock, the complaint must be made whilst the feed is in use and within two weeks of delivery. If the feed is consumed before any complaint is lodged with the Seller, the Seller will not be liable for any loss of production.
The maximum liability for any complaint is the value of the feed concerned in the relevant delivery. After acceptance, the Buyer shall not be entitled to reject goods that are not in accordance with the Contract.
7. Reservation of Title
Notwithstanding delivery and passing of risk therein, or any other provision of these Conditions, neither the legal nor the beneficial property in Goods sold by the Seller to the Buyer shall pass from the Seller to the Buyer until the Seller has received payment in full (in cash or cleared funds) therefore.
The Buyer shall hold the Goods as Bailee for the Seller but notwithstanding the foregoing, and subject to these Conditions, shall be at liberty to re-sell or use the Goods in normal course of business. The proceeds of any such sale shall be held by the Buyer for the account of the Seller and, to that end, the Buyer irrevocably appoints the Seller its Attorney for the purpose of perfecting the Seller’s title to any such proceeds of sale.
The Buyer shall not create any Charge, Mortgage, Lien or encumbrance adverse to the Seller’s title to the Goods; notwithstanding the foregoing, if the Buyer does so, all monies owing by the Buyer to the Seller shall (without prejudice to any right or remedy of the Seller) forthwith become due and payable.
Pending the passing of property in the Goods to the Buyer, the Goods shall be kept by the Buyer separate from those of either the Buyer or of third parties and shall be properly stored, protected, complete, in good condition, adequately insured and in such manner as shall make them readily identifiable as the property of the Seller.
Until such time as property in the Goods passes to the Buyer, the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so, forthwith to enter upon any premises of the Buyer or of any third party where the Goods are stored or may be, and thereby to repossess the Goods.
8. Force Majeure
The Seller reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Seller (including, without limitation, acts of God, flood, drought, earthquake or other natural disaster; governmental actions, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition or failing to grant a necessary licence or consent; national emergency, acts of terrorism, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations , protests, nuclear, chemical or biological contamination or sonic boom; fire, explosion, collapse of buildings; epidemic or pandemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials; non-performance by suppliers or subcontractors; or other disruption, interruption or failure of utility service) (a “force majeure event”). For the avoidance of doubt, if the Seller is hindered or delayed in or from performing any of its obligations under this agreement by a force majeure event, the Seller shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly provided that, if the force majeure event in question continues to prevent, hinder or delay the Seller’s performance of its obligations for a continuous period in excess of 40 days, the Buyer shall be entitled to give notice in writing to the Seller to terminate the Contract.”
Goods supplied by the Seller to the Buyer on foot of an order therefore shall not be returnable by the Buyer to the Seller without the Seller’s written consent.
The Seller will consider an application for consent to such return only if such application is received within 7 days of date of delivery and only if goods are faulty or being goods that were not ordered. Such application to be in writing, to state the date and number of the delivery docket on foot of which such Goods were supplied and delivered together with a full written explanation of the reasons for the return so requested.
In the event of the Seller’s consenting to such a return of faulty/not ordered goods, the Buyer’s account will be credited for the value returned at the invoice price.
Goods that are non-stock items for the Seller will not be accepted for return except if faulty.
Cancellation by the Buyer of any order, or part thereof, can be accepted by the Seller by agreement only and on condition that the Buyer agrees to discharge, and discharges, all costs and expenses incurred by the Seller consequent on such cancellation.
11. Set Off, Retention and Appropriation
In addition to any other rights to which it may be entitled, the Seller may retain, set off or appropriate any credit balances (whether current or not yet due) on any accounts the Seller may owe to the Buyer or any other Companies within the Fane Valley Co-operative Society Group (full list is available on request or on the Seller website www.smythsdaleside.com) may owe to the Buyer or any other obligations the Seller may owe to the Buyer, whether present, future, actual or contingent. The Seller may exercise any of these rights without prior notice.
12. Data Protection
Fane Valley Co-Operative Society Limited and its subsidiaries (including Smyths Daleside Ltd.), has certain obligations under privacy laws, including the Data Protection Act 1998, to notify individuals how it will process any personal information it collects about them. As a product supplier / customer to our business, we will collect personal information from time to time to include your name and personal contact information. You may be assured that we will treat all personal information as confidential and will not process it other than for a legitimate purpose under legislation. Steps will be taken to ensure that the information is accurate, kept up to date and not retained for longer than is necessary. Please keep us updated on any change of information.
13. Applicable Law
These terms and conditions will be construed in accordance with the laws of Ireland.