GENERAL TERMS & CONDITIONS
Your use of this website is subject to AgraKepak’s (the ‘Company’) terms and conditions of use set out below, and by using this website you are agreeing, and you are signifying your agreement, to be bound by these terms and conditions. If you do not read our terms and conditions of use, you should not use this website.
Terms and Conditions of Use, Copyright Notice and Limited Reproduction Licence:
The information, content, graphics, text, sounds, images, buttons, trade marks, service marks, trade names and logos (the “Materials”) contained on this website are protected by copyright, trade mark, database right, sui generis right and other intellectual property laws, under national laws and international treaties. You are granted a limited licence solely for your own personal, non-commercial use to refer to, bookmark or point to any page within this website, and to download the Materials contained on this website to a single personal computer, and to print a single hard copy of the Materials contained on this website for your own personal reference, provided however that all copyright, trade mark and other proprietary notices are left intact. The grant of this limited licence is conditional on your agreement to, and compliance with, all of these terms and conditions of use. Any other use of the Materials on this website, including any form of copying or reproduction (for any purposes other than those noted above) modification, distribution, re-publication, extraction, re-utilisation, incorporation or integration with other materials or works or re-delivery using framing technology, without the prior written permission of the Company, is strictly prohibited and is in violation of the proprietary rights of the Company.
Disclaimers:
This website is available to all users “as is” without any representations or warranties of any kind, either express or implied. the Company make no representations, warranties or undertakings about any of the Materials on this website (including, without limitation, their accuracy, their completeness or their merchantability, quality or fitness for any particular purpose) or any content of or information on any other website referred to or accessed by hypertext link or otherwise through this website or from which this website is referred to or accessed by hypertext link or otherwise (“third party site”). The Company does not endorse or approve the content of any third party site, nor will the Company have any liability in connection with any third party site. The Company reserve the right to change the content, presentation, performance, user facilities and availability of any part of this website at its sole discretion, including these terms and conditions of use, and you should check these terms and conditions of use regularly for any changes.
Limitation of Liability:
To the fullest extent permitted by applicable law, neither the Company nor any of its partners, associates, consultants, employees, affiliates or other representatives will be liable for loss or damage arising out of or in connection with your use of, or your inability to use, the Materials and/or facilities or services offered through this website, including, but not limited to, indirect or consequential loss or damages, loss of data, income, profit or opportunity, loss of or damage to property and claims of third parties, even if the Company has been advised of the possibility of such loss or damages, or such loss or damages were reasonably foreseeable.
PURCHASE TERMS & CONDITIONS
1.1 All references to the Company shall be construed as including any reference to AgraKepak International, and any other trading name identified in the purchase contract as may be the case.
1.2 The Terms and Conditions as set out below shall be binding and enforceable on the Company and the Seller and all business conducted between the Company and Seller shall be strictly in accordance with these Terms and Conditions. These Terms and Conditions shall be incorporated into the Purchase Contract to the exclusion of any other terms or conditions stipulated or referred to or printed off by the Seller. The Seller agrees to be bound by the Terms and Conditions of Purchase as set out hereunder.
1.3 Each and every reference to Seller hereunder shall include a reference to Supplier, or Agent acting on behalf of the Seller and/or Supplier in fulfillment of the terms of a Purchase Contract unless otherwise indicated.
2. FORMATION OF CONTRACT
2.1 No legally binding contract shall exist until the Company has issued a formal Purchase Contract to the Seller.
3. SHIPMENT
3.1 It is the responsibility of the seller to ensure that the goods are delivered to the Port on time in order to ship the goods in accordance with the agreed shipping schedule.
3.2 Any changes to the shipping schedule must be agreed in writing by the Company in advance.
3.3 The Seller may not deliver the Goods by separate installments unless specifically agreed in writing by the Company.
3.4 The Company reserves the right to renegotiate the price if the goods are not shipped in accordance with the agreed schedule.
3.5 All charges in the country of origin are to the seller’s account inclusive of all export taxes, custom duties, etc.
3.6 All costs, charges and or expenses imposed by the shipping line/ port authorities due to the late return/ shipment of the containers are to be discharged by the seller.
4. QUALITY CONTROL
4.1 It is the seller’s responsibility to ensure that the specifications, terms, quality and quantities as specified in the Purchase contract are adhered to. This is a condition of the contract which allows the Company to terminate for material breach if the Seller fails to meet it.
4.2 The Company’s quality controllers shall be afforded access to the production plants and may carry out random checks without notice to the seller. Sellers must give a minimum of 3 day’s notice to the Company before loading of the product at the Seller’s own risk.
4.3 The Company’s quality controllers are not responsible for any problems occurring in relation to the product during production or prior to shipment.
4.4 No changes to any specification, in terms of cuts, labeling, packaging or any other condition of the contract may be made unless prior agreement in writing is obtained from the Company.
4.5 The Company reserves the right to reject any product which does not comply with the specifications set out in the contract.
5. CLAIMS
5.1 In the event that the parties cannot agree, any complaint or claim will be subject to an independent survey and inspection acceptable to both the Company and Seller.
5.2 The Company and Seller agree to the mutual appointment of an Independent Survey Company in respect of any complaint, claim or disagreement between the parties.
5.3 The cost of the survey will be borne by the party at fault.
6. COMPLIANCE
6.1 All products and documentation supplied must comply with the import regulations of the country of final destination.
6.2 If any goods are rejected within the European Union, the cost of the duty value will be included in the value of the claim if the seller is unable to obtain a refund from the EU Authorities.
6.3 Any goods rejected due to problems that have occurred prior to delivery must be replaced by the seller if so required by the Company; otherwise a full refund of the value of funds already paid together with costs arising from the rejection must be paid to the Company by the seller.
6.4 In the case of a ban or restriction being placed by the importing country for health/veterinary reasons, or any other reason, the Company reserves the right to return the goods to the Seller and receive full payment for the product concerned, along with any costs incurred in returning the product to the Seller.
6.5 All claims are to be settled in the currency of the purchase contract.
7. DOCUMENTATION
7.1. A full set of loading details including container number (where applicable), description of product, number of cartons per product, packaging, cut and net weight per product, must be furnished to the Company by the Seller within 48 hours of shipment.
7.2 A copy of all final, complete and correct original documents must be faxed and/or emailed to the Company for final approval before being dispatched to the Company’s Bank. All documents, as set out in the contract, must arrive at AgraKepak International, Concourse Building, Beacon Court, Sandyford, Dublin 18, Ireland, no later than 7 days before arrival of the consignment at its final place of delivery, as specified in the contract unless otherwise agreed.
7.3 All demurrage caused due to the late receipt of documents or non-complaint documents will be borne by the seller.
8. LAWS
8.1 Without prejudice to the generality of the foregoing both parties agree that in the event of a dispute, the terms and conditions expressed herein shall be governed and construed in accordance with the laws of the Republic of Ireland and that the Courts of the Republic of Ireland shall have exclusive jurisdiction in respect of any dispute(s).
8.2 Further any disputes arising out of or on account of the terms and conditions expressed herein, including those arising out of negligence or breach of duty including breach of statutory duty, shall be governed and construed in accordance with the laws of the Republic of Ireland and the Courts of the Republic of Ireland shall have exclusive jurisdiction to the exclusion of any other Courts in any other jurisdiction.
9. LANGUAGE
9.1 In the event of any conflict between the parties, the English language shall prevail.
10. CONFIDENTIALITY
10.1 Each party will keep confidential the terms of any Contract and any other Confidential Information disclosed by or on behalf of the other party both during the term of the Contract and for 5 years after the Contract ends.
11. WARRANTIES AND UNDERTAKINGS
11.1 The Seller warrants and undertakes to the Company that all information communicated to the Company by the Seller in connection with the Purchase Contract and, where applicable, any negotiation process prior to the formation of a contract is true, complete and accurate in all material respects. The Seller will, to the extent possible, pass on to the Company the benefit of any warranties or guarantees received by the Seller from any other person or entity relating to the goods the subject of the purchase contract.
12. SUBCONTRACTING AND ASSIGNMENT
12.1 The Seller may not subcontract, assign or transfer its rights or obligations under the Purchase contract without the prior written consent of the Company. Where the Seller is permitted to subcontract by the Company, the Seller shall remain liable for the acts or omissions of its subcontractors.
13. SEVERABILITY
13.1 If any part of these terms and conditions is found by any Court or authority to be illegal, invalid or unenforceable, then that part will be removed from these terms and conditions to the extent required, but the other parts of these terms and conditions will remain in full force and effect.
SALES TERMS & CONDITIONS
1. GENERAL
1.1 All references to the Company shall be construed as including any reference to AgraKepak International, and any other trading name identified in the Sales Contract as may be the case.
1.2 These terms and conditions of sale shall apply to the sale of any goods under an order placed by the Purchaser which is accepted by the Company.
1.3 The Terms and Conditions as set out below shall be binding and enforceable on the Company and the Purchase and all business conducted between the Company and Purchaser shall be strictly in accordance with these Terms and Conditions. These Terms and Conditions shall be incorporated into the Sales Contract to the exclusion of any other terms or conditions stipulated or referred to or printed off by the Purchaser. The Purchaser agrees to be bound by the Terms and Conditions of Sale as set out hereunder.
2. FORMATION OF CONTRACT
2.1 No legally binding contract shall exist until the Company has issued a formal Sales Contract to the Purchaser.
3. RESERVATION OF TITLE
3.1 The goods supplied shall remain the property of the Company until the entire of the purchase price payable thereof and all other debts owing by the Purchaser to the Company has been paid in full.
3.2 If any amount owing by the Purchaser to the Company is overdue, the Company may, without prejudice to any of its other rights or remedies, repossess and resell any or all of such goods, and may enter upon the Purchaser’s premises for that purpose.
3.3 The goods shall be at the risk of the Purchaser from the time of delivery to the Purchaser notwithstanding that the property in the goods shall not have passed to the Purchaser.
3.4 This reservation of title clause shall not entitle the Purchaser to return the goods and refuse or delay payment on the grounds that title to the property has not yet passed.
3.5 The Company and the Purchaser will treat the goods as the Purchaser’s stock from the date of the invoice in respect thereof. This reservation of title clause shall not constitute an agency.
3.6 Upon notice of liquidation, insolvency, examinership or receivership the Purchaser shall allow the Company’s representative(s) and or agent(s) to enter upon its premises for the purposes of repossessing and or reselling the goods delivered.
4. LIABILITIES
4.1 The Company shall not be liable for goods supplied to the Purchaser and/or their nominated Agent(s) and/or the Purchaser’s Processor where the goods have been processed, cooked, blended, mixed, manipulated and/or prepared in any way by the Purchaser and/or their nominated Agent(s) and/or the Purchaser’s Processor at and from the time of delivery. Nor shall the Company be held liable for goods supplied to the Purchaser and/or their nominated Agent(s) and/or the Purchaser’s Processor which are contaminated during their storage and or distribution on or following delivery of the goods.
4.2 The Company shall not be responsible for any indirect loss or third party claims occasioned by the delay in completing the Purchaser(s) order or for any loss to the Purchaser(s) arising from delay in transit. Where goods are defective, the Company’s liability under the law of tort, contract or any statutory provision shall be limited to rectifying such defect by way of replacement or by refund of the value of the defective product at the Company’s discretion.
4.3 The Company shall not, however, be liable for any damage caused by a defect which did not exist at the time the product was supplied by the Company to the Purchaser, where the defect only came into being after the product was so supplied. Such defects shall be deemed to include all defects which are caused by the subjecting of the product to any industrial process carried out by the Purchaser and/or its Agent(s) and/or its Processor(s) after the goods were so supplied.
5. NO OTHER LIABILITY
5.1 The Company shall have no further liability to the Purchaser other than as described in Clause 4, whether under these terms and conditions of sale or on any other basis including liability in tort as a result of the sale and or supply of the Goods.
6. CLAIMS
6.1 Claims arising from damage, delay or partial loss of goods in transit must be notified to the Company immediately on receipt of the goods by telephone or fax or e-mail and confirmed in writing to the Company and the Carrier within three days from the date of delivery. Acceptance of notification of any claim should not be construed as an admission of liability on the part of the Company.
6.2 In the event that the parties cannot agree, any complaint or claim will be subject to an independent survey and inspection acceptable to both the Company and the Purchaser.
6.3 The Company and Purchaser agree to the mutual appointment of an Independent Survey Company in respect of any complaint, claim or disagreement between the parties.
6.4 The cost of the survey will be borne by the party at fault.
7. DAMAGES
7.1 The Company shall not be liable to any claim by the Purchaser for damages or otherwise by reason of the non-completion of the contract or any part thereof by the Company howsoever arising save as provided for in Clause 4.2 herein.
8. CONSEQUENTIAL LOSS
8.1 The Company shall not, under any circumstances, be liable to the Purchaser by reason of any representation or warranty, condition or other term or any duty of common law, or under the express terms of these terms and conditions of sale, for any consequential, special, incidental or punitive loss or damage (whether for loss of current or future profits, loss of enterprise value or otherwise) and whether occasioned by the negligence of the Company, its employees or agents or otherwise, even if advised of the possibility of such damages, save as provided for in Clause 4.2 herein.
9. FORCE MAJEURE
9.1 Despite any agreement as to the date of shipment or delivery, it is agreed that shipment or delivery may be suspended in whole or in part in the event of fire, accident, earthquake, flood, drought, crime, war, blockade, civil commotion, epidemic, strike, lockout or labour dispute, shortage of fuel, power or raw material, inability to procure stock, inability to obtain transport, defaults of manufacturers or suppliers, act of God, rejection of goods by regulatory authorities in country of destination, or any other cause beyond the reasonable control of the Company. The Purchaser will have no claims whatsoever against the Company in consequence of any such cancellation or suspension and may not purport to cancel shipments or delivery by reason thereof.
9.2 If shipment is delayed for any of the reasons set out in the foregoing clause for more than 30 days, the Company may at its option by notice to the Purchaser rescind the contract in which case the Purchaser will have no claim of any nature whatsoever against the Company.
10. INTEREST
10.1 All terms of credit will be governed by the Sales Contract. All accounts and sums due to the Company must be paid in accordance with those terms of credit. In the event of accounts not being paid within the said terms then such overdue sums of monies shall carry interest at the rate of 2 % per month. The right of the Company to charge interest under this Clause shall be without prejudice to any rights that the Company may have to re-possess or re-sell the said goods in accordance with the terms and conditions set out at Clause 3 herein.
11. QUOTATIONS
11.1 Quotations issued by the Company are not binding and are subject to final confirmation and issuance of Sales Contract before becoming legally binding.
12. PAYMENTS
12.1 The Purchaser shall make all payments without set-off or counterclaim and free and clear of all taxes, deductions, withholdings and other charges.
13. WARRANTIES
13.1 The Company warrants that at the time of sale, it will have title to sell the Goods to the Customer; and
13.2 the Goods sold to the Purchaser will conform with the specification for them as specified in the Sales Contract.
14. REMEDY
14.1 If the Company is in breach of the warranties given by it under Clause 13, its liability shall be limited to replacement of the Product concerned; or
14.2 at the option of the Company, reimbursement of the price.
15. LAWS
15.1 Without prejudice to the generality of the foregoing both parties agree that in the event of a dispute, the terms and conditions expressed herein shall be governed and construed in accordance with the laws of the Republic of Ireland and that the Courts of the Republic of Ireland shall have exclusive jurisdiction in respect of any dispute(s).
15.2 Further any disputes arising out of or on account of the terms and conditions expressed herein, including those arising out of negligence or breach of duty including breach of statutory duty, shall be governed and construed in accordance with the laws of the Republic of Ireland and the Courts of the Republic of Ireland shall have exclusive jurisdiction to the exclusion of any other Courts in any other jurisdiction.
16. LANGUAGE
16.1 In the event of any conflict between the parties, the English language shall prevail.
17. SEVERABILITY
17.1 If any part of these terms and conditions is found by any Court or authority to be illegal, invalid or unenforceable, then that part will be removed from these terms and conditions to the extent required, but the other parts of these terms and conditions will remain in full force and effect.
TERMS AND CONDITIONS OF PREPAYMENT
All references to the Company shall be construed as including any reference to AgraKepak International, and any other trading name identified in the Sales Contract as may be the case.
The following are the terms and conditions of prepayment between the Company and the Purchaser.
The Purchaser agrees that all prepayments made by the Purchaser and accepted by the Company are subject to acceptance by the Purchaser of the Company’s Terms and Conditions of Sale.