Sereny Limited (trading as Haylo) (the “Company”) – Terms & Conditions of Supply (the “Conditions”) effective from 29th February 2016
YOU AGREE TO BE BOUND BY THE CONDITIONS DESCRIBED HEREIN AND BY ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE.
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banksin Dublin are open for business.
Conditions: the terms and conditions set out in this document as amended from timeto time in accordance with clause 12.5.
Contract: the contract between the Supplier and the Customer for the sale andpurchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Force Majeure Event: has the meaning given in clause 10.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer’s order for the Goods, as set out in the Customer’s purchaseorder form or in the Customer’s written acceptance of the Supplier’s quotation or inthe Customer’s purchase order form, the Customer’s written acceptance of theSupplier’s quotation, or overleaf, as the case may be.
Specification: any specification for the Goods, including any related plans anddrawings, that is agreed in writing by the Customer and the Supplier.
Supplier: Sereny Limited (registered in Ireland with company number 549692).
2.BASIS OF CONTRACT
2.1 These Conditions apply to the Contract to the exclusion of any other terms that theCustomer seeks to impose or incorporate, or which are implied by trade, custom,practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordancewith these Conditions. The Customer is responsible for ensuring that the terms of theOrder and any applicable Specification submitted by the Customer are complete andaccurate.
2.3 The Order shall only be deemed to be accepted when the Supplier issues a writtenacceptance of the Order, at which point the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between the parties. The Customeracknowledges that it has not relied on any statement, promise, representation,assurance or warranty made or given by or on behalf of the Supplier which is not setout in the Contract.
2.5 Any samples, drawings, descriptive matter, or advertising produced by the Supplierand any descriptions or illustrations contained in the Supplier’s website, catalogues orbrochures are produced for the sole purpose of giving an approximate idea of theGoods described in them. They shall not form part of the Contract or have anycontractual force.
2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. Aquotation shall only be valid for a period of 20 Business Days from its date of issue.
3.1 The Goods are described in the Supplier’s catalogue or on the Supplier’s website asmodified by any applicable Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with aSpecification supplied by the Customer, the Customer shall indemnify the Supplieragainst all liabilities, costs, expenses, damages and losses (including any direct,indirect or consequential losses, loss of profit, loss of reputation and all interest,penalties and legal and other reasonable professional costs and expenses) sufferedor incurred by the Supplier in connection with any claim made against the Supplier foractual or alleged infringement of a third party’s intellectual property rights arising outof or in connection with the Supplier’s use of the Specification. This clause 3.2 shallsurvive termination of the Contract.
3.3 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
4.1 The Supplier shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.
4.2 The Supplier shall deliver the Goods though a third party provider to the location set out in the Order or such other location as the parties may agree (the “Delivery Location“) at any time after the Supplier notifies the Customer that the Goods are ready.
4.3 Delivery of the Goods shall be completed on the completion of delivery of the Goods at the Delivery Location.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.