Terms & Conditions
- 1.1 “Company” shall mean Reach Delpac, its successors and assigns or any person acting on behalf of and with the authority of Reach Delpac.
- 1.2 “Customer” shall mean the person or entity described as such on the invoices, application for credit, quotation, or any other forms to which these terms and conditions apply, and shall mean any person acting on behalf of and with the authority of such person or entity.
- 1.3 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Customer on a principal debtor basis.
- 1.4 “Goods” shall mean Goods supplied by the Company to the Customer and are as described on the invoices, quotation, or any other forms as provided by the Company to the Customer.
- 1.5 “Price” shall mean the cost of the Goods as agreed between the Company and the Customer subject to clause 3 of this contract.
- 2.1 Any instructions received by the Company from the Customer for the supply of Goods and/or the Customer’s acceptance of Goods supplied by the Company shall constitute acceptance of the terms and conditions contained herein.
- 2.2 Upon acceptance of these terms and conditions by the Customer the terms and conditions are irrevocable and can only be amended with the written consent of the Company.
- 2.3 The company reserves the right to change these terms and conditions from time to time and the revised terms and conditions will take effect after notice is given.
- 2.4 The Customer undertakes to give the Company at least fourteen (14) days’ notice of any change in the Customer’s name, address and/or any other change in the Customer’s details.
- 2.5 No Order submitted by the Buyer shall be deemed to be accepted by the Company unless and until confirmed in the form of an Order Acknowledgement, with any amendments necessary, by the Company’s authorised representative.
3. PRICE, TOLERANCE AND PAYMENT
- 3.1 Every effort will be made to hold prices firm; however, all prices are subject to alteration without notice. (e.g. exceptional freight fluctuations) It is the responsibility of the customer to check prices before placing an order and the actual prices to be paid shall be those ruling at date of dispatch.
- 3.2 All quotations are made and all orders are accepted subject to availability of raw materials and subject also to normal manufacturing tolerances as to width, length, thickness, description, print, registration and colour, dimensions being measured overall (i.e. cut to cut)
- 3.3 Artworks and moulds will be charged for unless otherwise stated.
- 3.4 No order submitted by the buyer shall be deemed to be accepted by the Company unless and until confirmed in the form of an order acknowledgement, with any amendments necessary, by the Company’s authorised representative.
- 3.5 Time for payment for the Goods shall be of the essence and will be stated on the invoice or any other forms. If no time is stated, then payment shall be due thirty (30) days following the date of the invoice unless otherwise agreed in writing.
- 3.6 Payment will be made by credit card, EFT, direct debit or by any other method as agreed to between the Customer and the Company. VAT and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.
- 3.7 Full settlement in accordance with our terms is necessary to ensure continuity of supply.
- 3.8 The Company retains legal title to all goods supplied until payment of all monies due on the customer's account is received in full.
- 3.9 Invoice will be provided to the customer in electronic format.
- 3.10 Payment for an order will not be accepted from a third party. This does not confer a change in the parties contracted for that or any other orders.
4. DELIVERY OF GOODS
- 4.1 Goods will be delivered as soon as they are ready and time shall not be deemed the essence of the contract so far as concerns delivery of the goods and , apart from protracted and unreasonable delay on the part of the Company, the Company shall not, by reason of agreeing to deliver by a specific date, be deemed to have waived the benefit of this condition. At the Company’s sole discretion delivery of the Goods shall take place when the Customer takes possession of the Goods at the Customer’s address.
- 4.2 Once prior agreement is reached the company reserves the right to apply a delivery charge for some or all deliveries. Unless otherwise stated, a €10 delivery charge applies to all orders of value less than €100 (ex VAT).
- 4.3 The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged then the Company shall be entitled to charge a reasonable fee for re-delivery.
- 4.4 All daytime deliveries should be checked and signed for by the customer at the time of delivery. Any discrepancies should be noted on the driver's delivery docket at the time of delivery. No claims for damages, shortages or incorrect goods can be accepted after this time.
- 4.5 Any discrepancies for deliveries made to a closed outlet must be raised on the day of delivery.
- 4.6 Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this agreement.
- 4.7 The failure of the Company to deliver shall not entitle either party to treat this contract as repudiated.
- 4.8 The Company shall not be liable for any loss or damage whatever due to failure by the Company to deliver the Goods (or any of them) promptly or at all.
- 4.9 Any particulars or instructions to be supplied by the Buyer, before the company can proceed with or complete a contract, must be furnished within a reasonable time to enable the company to deliver the goods within the time specified.
- 4.10 Where a contract or order calls for delivery by instalments, each instalment shall be deemed to be the subject of a sperate contract or order and non-delivery or delay in any instalment shall not affect the balance of the contract or entitle buyer to cancel same.
5. RISK & PASSING OF TITLE
- 5.1 While the Company retains ownership of the Goods until full payment is received, nonetheless, all risk for the Goods passes to the Customer upon delivery.
- 5.2 Until full payment has been received by the Company:
- a) Property of the goods shall remain in the Company
- b) Should the goods (or any of them) be converted into a new product, whether or not such conversion involves the admixture of any other goods or thing whatsoever and in whatever properties, the conversion shall be effected by the Buyer solely as agent for the Company and the Company shall have the full legal and beneficial ownership of the new product.
- c) The Buyer shall store the goods and the new product referred to in (b) above separately and in such a way that they can be readily identified as being property of the Company
- d) Subject to ( e) and (f) below, the Buyer shall be at liberty to sell the goods and the new product in the ordinary course of business in the basis that the proceeds of the sale shall belong to the Company to whom the Buyer shall account on demand, provided that the Buyer shall have no authority to enter into any contract of sale on behalf of the Company and any contract of sale shall accordingly be concluded in the name of the Buyer.
- e) The Company may at any time revoke the Buyers power of sale by notice to the Buyer if the Buyer is in default for longer than seven days in the payment of any sums whatsoever due to the Company or if any bill pf exchange, cheque or other negotiable instrument drawn or accepted by the Buyer in favour of the Company is dishonoured on presentation for payment or if the Company has bona fide doubts as to the solvency of the Buyer.
- f) The Buyers power of sale shall automatically cease if the Buyer being an individual or where the Buyer is a firm, any partner in the firm at any time commits an act of bankruptcy or has a petition or receiving or administration order presented and made against him or calls a meeting of creditors , or purports to do so or being a company goes into liquidation whether compulsory or voluntary or if a petition to wind up such a company’s business is passed or present at or if a winding up order is made against it or if it has a receiver of manager appointed of its property undertaking or assets or any part thereof or if the Buyer suffers any distress or execution and or equitably to be levied on his or its property or assets or claimed against him or it.
- g) Upon determination of the Buyers power of sale under ( e) or (f) above, the Buyer shall place the goods and the new product at the disposal of the Company, who shall be entitled to enter upon premises of the Buyer for the purpose of removing such goods and new products and to remove such goods and new products from the premises.
- 5.3 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, the Company is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by the Company is sufficient evidence of the Company’s rights to receive the insurance proceeds without the need for any person dealing with the Company to make further enquiries.
- 5.4 Receipt by the Company of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Company’s ownership or rights in respect of the Goods shall continue.
6. ORDER CANCELLATIONS
- 6.1 While every effort will be made to meet customers’ requirements, amendments or cancellation of any order, or any part thereof, can only be accepted by written agreement with the Company. Cancellation of an order may result in a charge to the customer of any or all costs incurred by the company, including order processing, packing, delivery and collection costs.
- 6.2 All Goods are purchased on a firm sale basis – no returns are accepted.
- 7.1 To the extent permitted by statute, no warranty is given by the Company as to the quality or suitability of the Goods for any purpose and any implied warranty is expressly excluded. The Company shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof however arising.
8. INTELLECTUAL PROPERTY
- 8.1 Where the Company has designed Goods for the Customer, then the copyright in those designs shall remain vested in the Company and shall only be used by the Customer at the Company’s discretion.
- 8.2 Where any designs or specifications have been supplied by the Customer for manufacture by or to the order of the Company then the Customer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party and will not cause the Company to infringe any patent, registered design or trademark in the execution of the Customers order.
- 8.3 The Customer shall indemnify the Company against any claims by third parties for patent, trademark, design or copyright infringement, directly or indirectly arising out of the design, workmanship, material, construction, or use of the Goods or any other deficiency therein. Where the Customer has supplied drawings, sketches, files or logos to the Company, the Customer warrants that the drawings, sketches, files or logos do not breach any patent, trademark, design or copyright.
- 8.4 The Company may grant the Customer a licence to use the Intellectual Property referred to in clause 9.1 in relation solely to the operation of the Customer’s business however, the Customer shall not use nor make copies of such Intellectual Property in connection with any work or business other than the work or business specified in writing to the Company unless express approval is given in advance by the Company. Such licence shall terminate on default of payment or any other terms of this agreement by the Customer.
9. DEFAULT & CONSEQUENCES OF DEFAULT
- 9.1 If the Customer defaults in payment of any invoice when due, the Customer shall indemnify the Company from and against all costs and disbursements incurred by the Company in pursuing the debt including legal costs and the Company’s collection agency costs.
- 9.2 Without prejudice to any other remedies the Company may have, if at any time the Customer is in breach of any obligation (including those relating to payment), the company may suspend or terminate the supply of Goods to the Customer and any of its other obligations under the terms and conditions. The Company will not be liable to the Customer for any loss or damage the Customer suffers because the Company exercised its rights under this clause.
- 9.3 Without prejudice to the Company’s other remedies at law the Company shall be entitled to cancel all or any part of any order of the Customer which remains unperformed in addition to and without prejudice to any other remedies and all amounts owing to the Company shall, whether or not due for payment, become immediately payable in the event that: (a) any money payable to the Company becomes overdue, or in the Company’s opinion the Customer will be unable to meet its payments as they fall due; or (b) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or (c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
- 9.4 If the Buyer fails to make payment on the due date, the Company shall be entitled to charge the buyer interest on the amount unpaid, at the rate of 10 per cent per annum, until payment in full is made. (a part of a month being treated as a full month for the purpose of calculating interest)
- 10.1 Each clause of this contract is severable and distinct from the others. If any provision of these terms and conditions is or becomes invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
- 10.2 These terms and conditions and any contract to which they apply shall be governed by the laws of Ireland and are subject to the jurisdiction of the courts of the Republic of Ireland.
- 10.3 The Company shall be under no liability whatever to the Customer for any indirect loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by the Company of these terms and conditions.
- 10.4 In the event of any breach of this contract by the Company the remedies of the Customer shall be limited to damages. Under no circumstances shall the liability of the Company exceed the Price of the Goods.
- 10.5 The Customer shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Customer by the Company.
11. FORCE MAJEURE
- 11.1 In the case of manufacturing or production stoppages due to fire, breakdowns, explosions, strikes, force majeure or any cause outside of the company's control, deliveries of any order may be suspended for the duration of the stoppage, and the company shall be under no liability for any reason.
- 12.1 The Company will not hold goods for longer than 12 months from manufacture, unless otherwise specified in agreement.
- 12.2 Additional storage and/ or deliveries to agreement will be charged for.
13. PRINTED GOODS
- 13.1 In the case of printed goods, the Company will not accept liability or responsibility for any errors in proofs which have been passed by the Buyer and any charges incurred by the Company in the preparation of all special tools, sketches, printed blocks, etc shall be charged extra. Buyers property is accepted, used in processing or processed and stored entirely at Buyers risk, and the Company does not accept liability or responsibility for loss or damage to such property whether direct or indirect or consequential arising from any cause.
14. LIABILITY and SUITABILITY
- 14.1 Where the goods consist of containers, wrappers or other articles intended for use in connection with any food, drug or other substances, the Buyer shall satisfy himself that such food articles or other substance is not or is not likely to be affected by any material used by the Company in the manufacture or printing of such containers, wrappers or other articles and the Company shall not be liable to the Buyer or any Third Party in respect of any claim alleging that such food article , drug or substance has been adversely affected.
- 14.2 The suitability of the Company’s products for the packing of any particular commodity must be at the Buyers risk and, unless specifically stated in writing by the Company, no warranty or condition is given or shall be implied that the goods are suitable in size, shape, capacity and quality or otherwise for the purpose for which the goods are bought.
- 14.3 The Buyer is advised in his own interest to examine the goods before further manufacture as the Company accept no claim or liability for material which has been cut, printed or otherwise fabricated or processed.
- 15.1 The Company cannot guaranteed exact quantities and the Company shall be deemed to have fulfilled its contract by delivery of a quantity of plus or minus ten per cent of the quantity specified (or twenty five per cent on quantities not exceeding 5000 pieces) and the Buyer shall pay at contract rate for the actual quantities delivered.
16. CONSEQUENTIAL LOSS
- 16.1 In no circumstances shall the Company’s liability for consequential losses or otherwise, exceed the invoice value of the goods supplied by the Company. Complaints in respect of alleged faulty goods shall not be a ground for withholding payment for the Buyer of any sum due and payable by him and shall not give any right of set off against payment due from the Buyer to the Company. In the event of a claim against the company in respect of faulty goods, the Company’s liability shall in any event be limited and shall be only in respect of any goods actually defective. No complaint as to the quality of the goods supplied can be considered unless made within thirty days or receipt of goods and accompanied by the control label attached to the goods in question.
17. PURCHASE TAX/VAT
- 17.1 In the event of the ruling by Customs and Excise commissioners that goods forming part of this contract after the contract has been placed or after the goods have been delivered are subject to purchase tax the Company reserves the right to charge the Buyer with the purchase tax which becomes payable by subsequent invoice and the Buyer shall pay such purchase tax to the Company within seven days of written notification.
- 18.1 Where the goods are sold by the Company with reference to a sample the Company shall take all steps deemed necessary (by the Company) to procure compliance with the sample but shall not be responsible to the Buyer for any difference which may arise for any reason between the sample and the goods, the subject of the Contract of Sale.
- 19.1 The Buyer shall by written notice within fourteen days of delivery of the said goods particularise to the Company any marked material variation in the said goods from the specification contained in the Company’s acknowledgement or order form by virtue whereof the Buyer wishes to reject the delivery of the said goods in whole or in part in default of such notification within the aforesaid period of fourteen days, the Buyer shall be deemed to have accepted the goods. If he intimates that he rejects the said goods and such rejection shall afterwards become ineffectual by reason of the Buyer dealing with the said as owner or by reason of any other conduct on the part of the Buyer inconsistent with such rejection the Buyer shall be bound to pay the purchase money therefore in full and shall have no claim to damages or compensation by reason of any disconformity of the said goods with the contract.
- 20.1 Quality can vary, typically in areas such as opacity of polythene; print colour shade, colour of substate; weld type, handle type and colour etc. These aspects shall be deemed to be made within manufacturing tolerance if made within + or – 10% of order specification.
21. ORDERS CONTRACT
- 21.1 Goods are made to the specifications of written orders and are only varied by our order acknowledgement. The above supersedes any samples or representatives made by our agents.
22. RAISING QUERIES – RETURNS AND CREDITS:
(pertaining only to customers under Supply Agreement LEE898F – Provision of PPE, Consumables and Equipment to the Irish Education Sector for the Department of Education and Skills)
- 22.1 All and any queries relating to the invoice (including whether Goods have been accepted, rejected, satisfactorily repaired or replaced as the case may be) must be raised by the customer within 14 calendar days of receipt of the invoice. In circumstances where no queries are raised within the said 14-day period the invoice will be deemed accepted.
- 22.2 The company reserves the right to charge a collection fee for returned goods of €40.00 to cover administration and transport.