Disclaimer

HEINEKEN TAP&GO website terms and conditions

 

Acceptance of these Terms

 

Welcome to our customer portal called HEINEKEN TAP&GO (www.tapandgo.heineken.ie). These terms and conditions together with our Privacy and Cookie Policy (the “Terms”), govern your use of HEINEKEN TAP&GO (the “Website”). Our existing terms and conditions of sale will also apply to a purchase by you of any of the products listed on the Website (“Products”). These Terms and Conditions are listed at the end of this document.

 

 

We advise you to print a copy of these Terms or to save them to your computer for future reference. Please note that we may amend these Terms from time to time.

 

Information about us

 

We are Heineken Ireland Sales Limited, a company registered in Ireland and with our registered office at Murphy Brewery Leitrim Street, Cork.  Our VAT number is IE 4655601 Q

 

To contact us, please see our Contact Us page on the website.

 

 

Our Products

 

The prices of the Products will be as quoted on our Website. Prices of our Products may change.

 

Products containing alcohol can only be purchased if you satisfy the legal age requirement for such Products. In the event that you indicate that the Products containing alcohol should be delivered to someone else, such person should also satisfy the legal age requirement.

 

The Contract

 

For the steps you need to take to place an order on our Website, please see our online guide or contact us at customerservice@heineken.ie page. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.

 

You can only pay for Products using the payment method as indicated in the order process on the Website.  Products purchased are subject to existing trading terms and payment methods.

 

The placement of a duly placed and received order by you on the Website constitutes the conclusion of a contract between you and us (the “Contract”). Once delivered the goods will be charged to your trading account and will be subject to payment within your normal terms.

 

As soon as possible you will receive an e-mail from us acknowledging that we have duly received your placed order (the “Confirmation Message”). The Confirmation Message will include the key details of the order, which you can store and/or print. If you do not receive a Confirmation Message within one working day we kindly ask you to contact us.

 

Please note that all Products shown on our Website are subject to availability.

 

A Contract will be in the [English] language only.

 

Delivery

 

Delivery will only take place to the delivery address specified on the order or to another address only by contacting customer service customerservice@heineken.ie

 

Your order will be fulfilled per by the delivery date set out on the Website.

 

Intellectual property rights

 

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Heineken, its licensors or other providers of such material and are protected by copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

 

You can use the Website only for purposes in line with these Terms. You are permitted to make copies of (parts of) the Website for personal use. You must not use any part of the content on our Website for other purposes without obtaining a licence from us.

 

Disclaimer

 

In spite of the continuous care and attention to the content of the Website, we cannot guarantee the completeness and correctness of our Website. Heineken shall not be liable for any damages resulting from the use (or inability to make use) of this Website, including any incorrectness or incompleteness of information placed on the Website, unless such damage is the result of any wilful misconduct or gross negligence on the part of Heineken.

 

We furthermore cannot guarantee that the Website will function faultless and without any interruptions. Heineken and its affiliates shall not be liable for damages that may result from the use of electronic means of communication, including, but not limited to, damages resulting from the failure or delay in delivery of electronic communications, interception or manipulation of electronic communications by third parties or by computer programs used for electronic communications and transmission of viruses.

 

The images of the Products on our Website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the Products. Your Products may vary slightly from those images.

                                 

Indemnification

 

You hereby indemnify and hold Heineken and its affiliates harmless from and against all actions, claims and liabilities, suffered, incurred or sustained by Heineken and its affiliates as a result of a violation by you of these Terms or such use by you of the Website otherwise being unlawful towards a third party.

 

Miscellaneous

 

We may transfer our rights and obligations under a Contract to another organisation without notification, but this will not affect your rights or our obligations under these Terms. You may transfer your rights or your obligations under these Terms to another person if we agree in writing. However if you are a consumer and you have purchased a Product as a gift, you may transfer the benefit of any warranties applicable to such Product to the recipient of the gift without needing to ask for our consent.

 

Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

 

If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

 

These Terms are governed by Irish law.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Heineken Ireland Sales Limited

Murphy Brewery, Leitrim Street, Cork, Ireland

Telephone: 021 4503371       Fax: 021 4503926

V.A.T. No. IE 4655601 Q

 

TERMS AND CONDITIONS OF SALE

 

 

GENERAL

 

In these Terms and Conditions, “the Seller” means Heineken Ireland Sales Limited of Murphy Brewery, Leitrim Street, Cork, and such agents as it may from time to time authorise to act on its behalf, “the Buyer” means the person, firm or company offering to purchase goods from the Seller, and “a person affiliated with the Buyer” or any variation thereof means any person, firm or company who directly or indirectly controls, or is controlled by the Buyer or who is, together with the Buyer, under the common control of a third party.

These Terms and Conditions (as amended by the Seller from time to time) will apply to all sales and no variation or purported variation (including in particular any terms and conditions on the Buyer’s contract or order form) whether before or after the making of the contract, will have effect unless expressly agreed to in writing by the Seller.

The Seller may vary or alter these Terms and Conditions of Sale from time to time, in such manner as it may at its sole discretion determine, upon giving notice to that effect to the Buyer.

 

There will be no contract between the Seller and the Buyer until the Buyer’s offer to purchase is accepted by the Seller.

The contractual rights which the Buyer enjoys by virtue of sections 12, 13, 14 and 15 of the Sale of Goods Act, 1893 (as amended) are in no way prejudiced by anything contained in these Terms and Conditions save (if the Buyer is not dealing as consumer or in the case of international sale of goods) to the extent permitted by law.

Words and expressions defined in the Sale of Goods Acts, 1893 and 1980, will, when used in these Terms and Conditions, save where the context otherwise requires, bear the same meaning as therein.

Save as hereinafter expressly provided, the expression “goods” does not include kegs, locator boards, dispensing equipment and gas cylinders.

 

TRANSFER OF OWNERSHIP

 

The property in any goods supplied by the Seller to the Buyer will remain in the Seller until the Seller has received payment in full for all sums due and owing by the Buyer to the Seller, in respect of (i) the goods, and (ii) all sums due and owing on any account of the Buyer with the Seller whatsoever, including but not limited to accounts with any person(s) affiliated with the Buyer.

If the Buyer sells or otherwise disposes of the goods in the ordinary course of business before payment in full as aforesaid has been made to the Seller, the Buyer will in such case hold all monies received by him from such sale or disposal in trust for the Seller and will on request furnish the Seller with the names and addresses of the persons to whom such disposals have been made together with all necessary particulars to enable the Seller to recover any outstanding sums due from such persons. 

 

So long as the property in the goods will remain in the Seller, the Buyer will hold the goods as bailee for the Seller and store the goods so as to clearly show them to be the property of the Seller and the Seller will have the right, without prejudice to the obligations of the Buyer to purchase the goods, to retake possession of the goods (and for that purpose and/or for the purpose of inspecting that the goods are stored in an appropriate manner and/or to carry out a stock take of the goods, to go upon any premises occupied by the Buyer).

Without prejudice to the foregoing, any payment made by the Buyer for any goods supplied by the Seller shall be first appropriated to goods which have at the date of receipt of such payment been disposed of by the Buyer, and the Seller will be entitled to appropriate any balance of monies received to such other goods supplied to the Buyer as it shall in its absolute discretion decide.

 

Nothing in this clause will confer any right upon the Buyer to return the goods. The Seller may maintain an action for the price not withstanding that property in the goods may not have vested in the Buyer.

 

The Buyer will not in any way pledge or charge by way of security for any indebtedness any goods in which title has not passed to the Buyer, and in the event that the Buyer does so, all monies owing to the Seller will become immediately due and payable (without prejudice to any other rights and remedies of the Seller).

 

DELIVERY

 

Any times quoted for delivery are estimates only and the Seller will not be liable for failure to deliver within the time quoted.

The Seller will be entitled to make partial deliveries or deliveries by installments. Deviations in quantity of the goods representing not more than 10 per cent by value from that stated in the contract will not give the Buyer any right to reject the goods or to claim damages and the Buyer will be obliged to accept and pay at the contract rate for the quantity of the goods delivered.

If the goods are not received by the Buyer within six days from the date of the relevant invoice, the Seller must be informed.

 

The Buyer must, on delivery, satisfy themselves that all goods received are within the Seller’s Best Before Date.

 

KEGS AND DISPENSING EQUIPMENT

 

The ownership of all kegs, any locator boards on which such kegs may be delivered, all dispensing equipment and gas cylinders will at all times remain in the Seller. The Buyer agrees to hold such items as bailee for the Seller and to return such items to the Seller or its duly authorized agent on demand or as may otherwise be agreed between the Buyer and Seller. The Seller reserves the right to gain access at all reasonable times to (i) inspect and maintain the Seller’s property, and/or (ii) ensure the Buyer complies with these Terms and Conditions, and/or (iii) inspect the use to which the Buyer is putting the Seller’s property and/or (iv) repossess any of the Seller’s property. The Buyer will allow the Seller access at all reasonable times to clean all product lines and dispensing equipment in accordance with the Seller’s policy and procedures.

 

The Buyer agrees that all such kegs, locator boards dispensing equipment, and gas cylinders will be used by the Buyer solely in connection with goods supplied by the Seller and only in accordance with the Seller’s recommended procedures, the best standards of hygiene and in absolute conformity with all laws and regulations. The Buyer hereby undertakes not to do, or permit any of its servants, agents or any other person to do any act which would interfere in any way with such kegs, locator boards dispensing equipment, or gas cylinders or permit or inhibit its ability to observe its obligations under this clause.

The Seller will accept no liability for any damage or injury howsoever caused (including negligence) by any keg, locator board dispensing equipment or gas cylinder as a result of any act including misuse, neglect, accident, improper storage, installation, handling or alteration or otherwise not effected by the Seller. The Buyer agrees to indemnify the Seller against any liability whatsoever, howsoever arising (including negligence) in relation to the kegs, locator boards and equipment.

 

At the Seller’s discretion it may introduce a ‘Keg Balancing System’

 

Once the Keg Balancing System has been established the Seller will monitor the number of kegs received by the Buyer from the Seller (“Deliveries”) and returned by the Buyer to the Seller (“Returns”).  The Seller will provide a monthly statement indicating the Deliveries and Returns for that month (the “Monthly Statement”).  

 

On a quarterly basis the Seller shall issue a balancing statement indicating the Deliveries and Returns for the quarter (the “Quarterly Closing Balance”).     

 

Where the Quarterly Closing Balance indicates that there were more Deliveries than Returns during the quarter, the Buyer will incur a charge for every extra keg delivered during that period (“Keg Balance Charge”).  Where the Quarterly Closing Balance indicates that there were more Returns than Deliveries during the quarter the Buyer will be paid an amount for each keg returned in excess of kegs delivered (“Keg Balance Refund”). 

 

The Buyer will not be paid more Keg Balance Refunds than has been paid out by him in Keg Balance Charges at any given time. 

 

Where applicable Keg Balance Refunds will be paid to the Buyer on a monthly basis and Keg Balance Charges applied on a quarterly basis.

 

Where the balance of Keg Balance Refunds payable to the Buyer exceeds the amount of Keg Balance Charges previously paid by the Buyer to the Seller then no Keg Balance Refunds will be payable to the Buyer, but instead the Buyer will be credited with a positive Returns balance (“Positive Keg Balance”) for the following quarter and set-off (together with the Returns in the following quarter) against the Deliveries in the following quarter.

 

The Keg Balance Charges per keg and the Keg Balance Refunds per keg will be as specified from time to time in the Seller’s published price list. 

 

If the Keg Balancing System is discontinued, either at the Seller’s discretion or otherwise, the Seller may request the Buyer to return all or some of the kegs.  Following this event a ‘Final Closing Balance’ will be drawn up by the Seller.  If the Final Closing Balance reveals that the Buyer received more Deliveries than Returns since the last Quarterly Closing Balance, Keg Balance Charges  will be payable by the Buyer. If the Buyer holds a Positive Keg Balance upon the Final Closing Balance then, subject to clause 4(h) above, the Buyer will be credited in the manner as deemed fit by the Seller.

 

Where any dispute arises as to the accuracy of any Monthly Statement, Quarterly Closing Balance and Final Closing Balance the Buyer must contact the Heineken Sales Customer Service Department within five working days to query the accuracy of the balance.  Notwithstanding the preceding, the Seller’s records shall be the definitive manner to calculate the Monthly Statement, Quarterly Closing Balance and Final Closing Balance.

 

For the avoidance of doubt the ownership of all kegs will at all times remain in the Seller notwithstanding the introduction of the Keg Balancing System or any payment by the Buyer of Keg Balance Charges.

 

DEPOSITS/REFUNDS – HEINEKEN/COORS 33CL BOTTLE, CASE AND PALLET

(a)        Empties will be collected either by:

 

(i) the Seller’s distributing agent when delivering returnable or non returnable product, or

 

(ii) the Seller or the Seller’s representative on request from the Buyer when a minimum of 6 pallets of Heineken 33cl returnable bottles in Heineken returnable cases are stacked on Heineken returnable pallets or a minimum of 6 pallets of Coors 33cl returnable bottles in Coors returnable cases are stacked on Coors returnable pallets, subject to the Buyer giving to the Seller 7 days’ prior notice of such requested collections.

(b)        Where pallets of empty Heineken/Coors returnable bottles are collected by the Seller’s distributing agent in accordance with Clause 5(a)(i) above, but supply of new bottled goods is to be delivered by another of the Seller’s distributors, pallets of Heineken/Coors returnable empties (60 cases to each pallet) will be collected by arrangement with Heineken Sales Customer Service Department within 7 working days of the end of the month in which such collection arrangements were made between the Buyer and the Heineken Sales Customer Service Department.

 

(c)        Empty Heineken/Coors 33cl returnable bottles when collected will be identified by the Buyer and will be scrutinized by the relevant representative of the Seller and discrepancies between the number of empty returnable bottles the Buyer purports to be returning and the actual number of empty bottles being returned or capable of being returned to the Seller will be notified to the Buyer. Refund of deposit will be allowed only when the quantity of empty bottles being returned by the Buyer is confirmed by the Seller’s representative.

(d)        A discretionary premium may be agreed and paid by the Seller to the Buyer when 60 cases of Heineken 33cl returnable bottles stacked on a Heineken returnable pallet or when 60 cases of Coors 33cl returnable bottles stacked on a Coors returnable pallet are collected by the Seller’s representative. This premium will only be allowed when the pallets of empties have been scrutinised and confirmed by the Seller’s representative as being free of “foreign” bottles and empty spaces.

 

(e)        For the avoidance of doubt, empty Heineken/Coors 33cl returnable bottles may only be returned to the Seller by the Buyer in accordance with the terms of Clauses 5(a) and 5(b) above and may not be returned to the Seller in sea-going lift-on/lift-off containers notwithstanding the fact that the goods concerned may have been delivered to the Buyer in such containers.

 

RISK OF LOSS OR DAMAGE

 

(a)        (i)  Notwithstanding that the property in the goods may not have passed to the Buyer, the Buyer will carry all risk of loss of and damage to the goods from the time when the goods are delivered to the stipulated place of delivery, which event will constitute delivery to the Buyer and Section 32(2) of the Sale of Goods Act 1893 will not apply.

 

            (ii)  From when the risk of loss of and damage to the goods commences to be carried by the Buyer until the Seller is paid in full as aforesaid for the goods, the Buyer will:

indemnify and keep indemnified the Seller against all loss of and damage to the goods and against any reduction in the resale value thereof below the price to be paid therefore by the Buyer;

insure and keep insured the goods in an amount at least equal to the price to be paid therefore by the Buyer; and

hold upon trust for the Seller absolutely all proceeds of such insurance.

For the purpose of this clause, the word “goods” includes kegs, dispensing equipment, gas cylinders, any locator boards on which the Seller may deliver bottles and cans to the Buyer and any other locator boards or other property of the Seller which the Buyer may from time to time have in its possession.

 

PRICES

 

Unless otherwise agreed in writing, all prices will be as specified in the Seller’s price list as published from time to time and will be exclusive of VAT and inclusive of excise duties.

The Seller reserves the right at any time prior to delivery of the goods to adjust the price to take account of the Buyer’s failure to comply with the terms of payment of any previous contract for goods supplied by the Seller, and also to take account of any increase of any costs to the Seller including the cost of materials, labour, services and currency fluctuations.

 

TERMS OF PAYMENT

 

Where the Seller is satisfied with the creditworthiness of the Buyer, the Seller may at its absolute discretion grant credit to the Buyer. Where credit is granted, all payments will be made by the Buyer in accordance with the credit terms and payment terms stipulated by the Seller as amended from time to time. Where the Seller does not grant credit to the Buyer payment will be made to the Seller upon or before delivery of orders.

 

Where credit has been granted to the Buyer, the Seller reserves the right to review the credit worthiness of the Buyer from time to time and in the event that such review reveals, in the opinion of the Seller, any deterioration in the credit worthiness of the Buyer, the Seller reserves the right to withdraw, limit or otherwise vary the credit terms offered to the Buyer.

 

The Seller may, at its absolute discretion, offer discounts, allowances or credits to the Buyer.  Any such discounts, allowances or credits offered by the Seller are subject to, and contingent upon, the Buyer’s compliance (in respect of all accounts with the Seller) with the Seller’s Terms and Conditions and payment terms and/or credit terms and the Seller reserves the right to withdraw discounts, allowances or credits (whether accrued or otherwise) where the Buyer fails to comply with such terms.  At all times the Seller, at its absolute discretion, reserves the right to revoke or to alter the terms on which such discounts, allowances or credits are granted to the Buyer. 

 

If no credit has been granted to the Buyer, then once a period of thirty days has elapsed from the date of receipt of the invoice, the Seller may charge interest on overdue payments calculated on the day-to-day balance at a rate of interest equal to ECB rate plus 7%, unless otherwise stated the Buyer will pay to the Seller such interest on demand. The interest may be charged and added to the balance of overdue payments and thereby compounded from time to time as the Seller may determine. A statement from the Seller as to the rate of interest applicable under this paragraph will, in the absence of manifest error, be conclusive.

 

The Seller reserves the right to seek the recovery of all legal and associated costs incurred when securing payment of overdue debts.

 

The Buyer may not set off any sums payable by or due from the Seller to it against any sums payable by or due by it to the Seller.

 

The Seller may, at its sole discretion and without notice, set off and apply any sums (or any part thereof) payable by or due by it to the Buyer from time to time in or towards the satisfaction of any liabilities or account payable by or due to it from the Buyer. The Buyer hereby agrees that such set off is good and valid discharge of such sums without the need for further permission whatsoever.

 

The Seller retains the right to refuse to supply goods below such minimum quantity as it may specify from time to time.

 

In the event that the Buyer is not registered for Irish VAT or ceases to be so registered, it must notify the Seller immediately. Any loss or damage arising from a failure to so notify the Seller will be borne by the Buyer.

 

The Seller will not be bound by any arithmetical or clerical error that may occur in any calculation or document issued by it.

 

Nothing in this clause (other than the provisions of clauses 8 (f) and (g)) will be taken as limiting the Seller’s rights under Clause 9.

 

REMEDIES OF THE BUYER

The Buyer must, on delivery, ensure that all goods received are visually inspected and must notify the Seller in writing within two working days of delivery of any damage to goods which the Buyer could, in the Seller’s opinion, reasonably be expected to identify by such visual inspection (“Damaged Goods”).

 

Subject always to clause 9(f), the Buyer must notify the Seller in writing within seven days of discovery of any defect in the quality or manufacture of goods which gives rise to a breach of any implied condition or warranty applicable to those goods (“Defective Goods”).

 

In respect of Damaged Goods and/or Defective Goods, the Seller will, at its sole option, replace the goods or issue credit to the Buyer, provided that:

 

(i)  the Buyer returns the relevant goods to the Seller for examination by the Seller; and

(ii) examination of such goods by the Seller discloses to the Seller’s satisfaction that the damage or defect existed at the time of delivery of the goods, or that a breach of an implied condition or warranty occurred prior to the time of delivery of the goods, and in particular that the goods have not been affected by misuse, neglect, accident, improper storage, installation or handling or by repair or alteration not effected by the Seller.

 

The Seller’s liability for any claim, whether in contract, tort (including negligence) or otherwise, for any loss or damage arising out of or in connection with or resulting from the manufacture, sale, delivery, resale, replacement or use of any of the goods will in no case exceed the price paid by the Buyer to the Seller for the goods which give rise to the claim, plus expenses of customs, taxes, freight and insurance. In no event will the Seller be liable for any loss of profits, or special or consequential damages suffered by the Buyer, including interest charges. Nothing contained in this paragraph will by implication create any liability or obligation on the part of the Seller, or effect or diminish any disclaimer or liability elsewhere contained herein.

Except as expressly stated above all other warranties, conditions and representations, express or implied, statutory or otherwise, in relation to the quality or fitness for any particular purpose of the goods are hereby excluded and the Seller will not be liable in contract, tort or otherwise for any loss, damage, expense or injury of any kind whatsoever, consequential or otherwise, arising out of or in connection with the goods sold or any defect in them or from any other cause, whether or not any such matter amounts to a fundamental breach of a fundamental term of the contract.

In respect of Defective Goods, the Seller’s liability will be limited to a period of one year from the date of receipt of the relevant goods by the Buyer and, in any event, shall apply only in respect of Defective Goods which are, at the time of receipt of the relevant written notice by the Seller, within the Seller’s Best Before Date.

 

The Buyer will not reject any goods or cancel or purport to cancel the contract or any part of it because of an alleged default unless and until the Seller has failed to correct such alleged default within thirty days of receipt of a written notice specifying the default.

Nothing in this Clause 9 will be taken as in any way limiting or excluding any liability which the Seller may have to the Buyer under Section 2 of Liability for Defective Products Act 1991.

 

DEFAULT BY BUYER

 

If the Buyer or any account holder or other person affiliated with the Buyer:

(i)  fails or has failed to comply with any term of this or any previous contract or any other arrangement between the Seller and Buyer; or

(ii)  commits an act of bankruptcy, makes an arrangement or composition with creditors or suffers any distress or execution; or

(iii) sells or makes available for sale, the goods except in good condition in or from the containers in which they were supplied by the Seller; or

 

(iv) uses the Seller’s equipment or equipment supplied by the Seller to dispense goods not supplied by the Seller; or

 

(v) dispenses draught goods otherwise than through equipment approved by the Seller; or

 

(vi) stores the goods otherwise than in accordance with generally accepted industry standards and/or the Seller’s requirements as notified to the Buyer from time to time; or

 

(vii) sells or makes available for sale, any goods in any territory outside the EU or on ships or aircraft or in any Duty Free or Travel Retail retail outlet (unless with the prior written consent of the Seller); or

 

(viii)  resolves or is ordered to be wound up or has a receiver or an examiner appointed; or

 

(ix)  the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer or any account holder or other person affiliated with the Buyer; or

 

(x)  is in arrears in respect of any account with the Seller whatsoever, or any account to which the Buyer is affiliated is in arrears with the Seller;

 

then in any such event, the Seller will have the right at its sole discretion (without further liability to the Buyer and without prejudice to any other remedies) to (a) cancel (in whole or in part) any uncompleted order and/or (b) withhold or suspend (in whole or in part) delivery of further goods to the Buyer, and/or (c) to demand payment immediately of all sums due by the Buyer to the Seller and/or (d) to recover from the Buyer damages for any loss or damage to any Seller’s business arising directly or indirectly out of such breach, and/or (e) to re-take possession of the goods and equipment (and for that purpose to go upon any premises occupied by the Buyer) and/or (f) to withhold payment and cancel the Buyer’s entitlement to any discounts or rebates accrued but unpaid on that date and to cancel all and any rights of the Buyer to future discounts or rebates.

The Seller reserves the right to stop goods in transit because of the Buyer’s (or other person affiliated with the Buyer) financial condition and the Seller may at its option sell or resell such goods at public or private sale with or without notice to the Buyer and without affecting the Seller’s rights to hold the Buyer or other person affiliated with the Buyer liable for any loss or damage caused by breach of contract by the Buyer or other person affiliated with the Buyer. 

 

The Seller may withhold deliveries if for any reason the Buyer is not entitled to offer them for retail sale on its premises. 

 

The Seller reserves the right to withdraw credit facilities from the Buyer or other person affiliated with the Buyer if the Buyer or other person affiliated with the Buyer defaults on payment due by the Buyer or other person affiliated with the Buyer to the Seller under the terms of this or any other contract or other arrangement between the Buyer (or other person affiliated with the Buyer) and the Seller (in respect of any account whatsoever held by the Buyer or other person affiliated with the Buyer).

 

PRODUCTS – PRODUCTION & QUALITY

The Seller reserves the right to discontinue any product or alter the ingredients, preparation, or presentation of any product without prior notice.

In the interest of quality control, the Buyer must agree to serve only products to its retail customers within the time limits recommended by the Seller.

 

SUPPLEMENTARY TERMS

 

The Seller may from time to time apply terms supplementary to these Terms and Conditions, which may inter alia make provision for discounts or rebates of different amounts on the price of goods sold.  The Buyer will be notified of any such applicable discount scheme from time to time by the Seller. If there is any conflict or ambiguity between the provisions of any such supplementary schemes and these Terms & Conditions these Terms & Conditions will prevail.

 

ADVERTISING

 

In relation to goods which for the purposes of current legislation would be defined as grocery goods, the Seller does not and will not make and will not be deemed to have made any payment, allowance, reduction of or discount on the price of its goods or give any other benefit to a wholesaler or retailer of such grocery goods in consideration of the wholesaler or retailer carrying out advertising of such grocery goods. 

 

FORCE MAJEURE

 

The Seller will not be under any liability of whatever kind for non-performance in whole or in part of circumstances beyond its control, such circumstances will include its obligations under the contract due to causes beyond the control of the Seller or beyond the control of the Seller’s suppliers including, but not limited to; war (whether an actual declaration thereof is made or not), sabotage, insurrection, riot or other act of civil disobedience, acts of the Buyer or a third party, failure or delay in transportation, acts of any Government or any agency or sub-division thereof, Government regulations, judicial actions, labour disputes, strikes, embargoes, illness, accident, fire, explosion, flood, tempest or other acts of God, delay in delivery to the Seller or the Seller’s suppliers or shortage or labour, fuel, raw materials or machinery or technical failure.  In any such event, the Seller may, without liability, cancel or vary the terms of contract including, but not limited to, extending the time for performing the contract for a period at least equal to the time lost by reason of such causes.

 

ASSIGNMENT

 

The Buyer will not assign or transfer or purport to assign or transfer to any other person the contract or the benefit thereof or the benefit of any condition, warranty, guarantee or other term or condition (express or implied) forming part thereof or relating to the goods.

 

CHANGE OF CONTROL/LEGAL STATUS

 

The Buyer agrees to notify the Seller of any change in the legal status or ownership of the Buyer within seven days of the occurrence of such change.

 

WAIVERS

 

A waiver by the Seller of any of the foregoing conditions will not constitute a general waiver of such condition(s).

 

SEVERABILITY

 

If at any time any provision of these Terms and Conditions is or becomes illegal, invalid or unenforceable in any respect that shall not affect the legality or enforceability of any other provisions of these Terms and Conditions.

 

HEADINGS

 

The headings of theses Terms and Conditions are for convenience only and will have no effect on the interpretation thereof.

 

DATA PROTECTION

 

Your personal information will be processed by us in accordance with the Data Protection Acts 1988 and 2003. You have the right to access any information, which we hold on you.

           

CONFIDENTIALITY

 

The existence and terms of these Terms and Conditions and any other information relating to the Seller or its business, which is disclosed to the Buyer by the Seller, shall be treated by the Buyer as confidential and shall not be used by them or disclosed by them to any third party. The Buyer will return all such information and material to the Seller on request.

 

REPUTATION AND INTELLECTUAL PROPERTY RIGHTS

 

The Buyer agrees not to take any action or do anything calculated or likely to harm the Seller’s reputation or the reputation of the Seller’s goods or brands.

 

All intellectual property rights of the Seller shall remain the Seller’s property (or where appropriate, the property of a relevant licensor).

 

The Buyer will ensure that any use of or reference to the Seller’s intellectual property rights is in a manner and form approved by the Seller. No intellectual property rights of the Seller (or its licensor’s) may be used or referred to by the Buyer without the Seller’s prior written consent.

 

The Buyer will, as soon as possible, notify the Seller of any infringement or wrongful use of any of the Seller’s (or its licensor’s) intellectual property rights which comes to its attention, and will co-operate at all times with the Seller in the prevention of any such infringement or wrongful use.

 

23.       GOVERNING LAW

 

This contract will be governed and construed in all respects in accordance with the laws of the Republic of Ireland.

 

24.       SURVIVAL

 

The provisions of clauses 2, 3, 4, 6, 8, 9, 10, 21 and 22 of these Terms and Conditions will survive termination or expiry of any agreement between the parties.