Conditions  Of  Sale

1.      Interpretation

 In these Conditions:

‘Customer’ means the person or corporate body who accepts a quotation of the Company for the sale of the Goods or whose order for the Goods is accepted by the Company.

‘Goods’ means the goods (including any instalment if the goods) which the Company is to supply in accordance with these conditions.

‘Company’ means Wellman International Limited, Mullagh, Kells, County Meath, Ireland or any subsidiary of the company thereof.

‘Conditions’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Company.

‘Contract’ means the Contract for the purchase of the goods.

‘Writing’ includes telex, electronic mail, cable, facsimile transmission and comparable means of communication.

2.    Basis of Sale

2.1   The Company shall sell and the customer shall purchase the Goods in accordance with any written quotation of the Company which is accepted by the Customer or any written order of the Customer which is accepted by the Company subject, in either case, to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the Customer.

2.2   No variation of these Conditions shall be binding unless previously agreed in writing between the authorised representatives of the Customer and the Company.

2.3   The Company’s employees or agents are not authorised to make any representation concerning the Goods unless confirmed by the Company in writing. In entering into the Contract, the Company acknowledges that it does not rely on and waives any claim for breach of any such representative’s which are not so confirmed and the Customer further acknowledges that it does not rely on any terms, condition, warranties or representations (not contained in the Conditions) which the Company may have made in relation to any previous Contract.

2.4   Any typographical, clerical or any other error or omission in any sale literature, quotation, price list, acceptance of offer, invoice or other document issued by the Company shall be subject to correction without any liability on the part of the Company.

  3.  Orders   

3.1  No order submitted by the Customer shall be deemed to be accepted by the Company     unless  and until confirmed in writing by the Company’s authorised representative.

3.2  The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including the applicable specification) submitted by the Customer and for giving   the  Customer any necessary information relating to the Goods within a sufficient time to enable the Company to perform the Contract in accordance with its terms.

3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Company’s quotation (if accepted by the Customer) or the Customer’s order (if accepted by the Company).

3.4  No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on the terms that the customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the costs of all labour and material used), damages, charges and expenses incurred by the Company as a result of the cancellation.

4.       Delivery of the Goods

4.1   Delivery of the Goods shall be made by the Customer collecting the Goods at the Customer’s premises at any time after the Company has notified the Customer that the Goods are ready for collection or for some other place for delivery if agreed, by the Company delivering the Goods to that place.

4.2   Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable to make good any damage or loss whether arising directly or indirectly from any delay in the delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Company in writing. The Goods may be delivered by the Company in advance if the quoted delivery date upon giving reasonable notice to the Customer.

4.3    Where delivery of the Goods is to be made at a place designated by the Customer, the Customer must give shipping and/or delivery instructions for the Goods on or before the delivery date.

4.4   Where the goods are to be delivered in installments, each delivery shall constitute a separate Contract and failure by the Company to deliver any one or more of the installments in accordance with these Conditions or any claim by the Customer in respect of any one or more of the installments shall not entitle the Customer to treat the Contract in whole as repudiated.

4.5   Standing Orders or fixed quantities of the Goods to be delivered at stated intervals, until further notice may be cancelled by the Customer or Company giving prior notice in writing to the other to that effect, such notice being equivalent to one such delivery interval.

4.6    No responsibility will be accepted by the Company in relation to any loss or damage to the Goods occurring during transit and prior to the point if delivery unless:

a.      In the event of damage, the carrier and the Company is notified in writing by the Customer within 3 working days from the date of receipt of the Goods at the designated place of delivery, and/or

b.      in the event of loss or non-arrival of the Goods, the carrier and the Company is notified in writing by the Customer within 28 days of the date of the Company's invoice to the Customer.

4.7  If the Company cannot give delivery of the Goods under the Contract owing to any circumstances by way of (without limitation) act of God, failure of the Company or third-party computer systems, strikes, lock-outs, fire, storm, tempest, breakdown, shortage of raw materials, scarcity of labour, government action, riot, civil commotion, stoppage of machinery from any cause or in any other circumstances of whatever nature beyond the control of the Company, the Contract may be cancelled by the Company without the Customer being entitled to claim in respect of any loss or damage suffered directly or indirectly by the Customer in respect of the Goods or any of them upon the Company giving notice to that effect to the Customer.

4.8   In addition to any other payment or damages for which the Customer may become liable under the Conditions in respect of failure to take delivery on the due date the Company may in its absolute discretion store the Goods until delivery (and the Customer shall be liable to the Company for the reasonable cost including insurance of its so doing) and/or sell all or part of the Goods.

4.9   The Company may postpone or cancel any delivery of the Goods until the amounts then due    for payment by the Customer to the Company have been duly received as cleared funds by the Company whether such amounts be due under the Contract or otherwise howsoever but without prejudice to any other claim or remedy which the Company may have against the Customer in respect thereof or in respect of any consequential non-completion of the Contract.

4.10 If the Customer shall make any default in taking delivery of the Goods or paying for any installment thereof or shall commit an act of bankruptcy or insolvency or become subject to any law relating to bankruptcy or insolvency or suffer the levy of any execution or distress on its property or assets the Company may treat the Contract as repudiated  by the Customer and may cancel any further delivery or deliveries there under without prejudice to any claim or remedy available to the Company on respect of any loss or damage thereby suffered.

4.11 Unless expressly stated as a term of the Contract, any import license or duties or taxes are the responsibility of the Customer and the Company shall not be discharged from its obligations under the Contract by any partial or total prohibition of imports or by the refusal or non-availability of any import license or by the imposition of any term or conditions upon the granting of such license. 

5.0         Price of the Goods  

5.1   The price stated in the order is subject to change and the actual price to be paid for the Goods will be the Company’s current price for the relevant market in force at the time when the Goods are dispatched by Company whether or not the time be stated in the order provided that the Company will inform the Customer in writing of any increase in price within fourteen days after such price increase is made and in that event the Customer may be giving notice in writing to the Company within twenty-eight days of the dispatch of such information by Company or Company’s agents cancel the balance of the order which is not dispatched at the date of receipt of the said notice by the Company.  

5.2      The time of payment of the price shall be the essence of the Contract. If the Customer fails to make payment on the due date for Goods delivered under this or any other Contract the Company may have with the Customer, the Customer shall pay interest on the unpaid monies at the rate of interest equal to that from time to time payable by the Customer or the Company on overdraft borrowings whichever is the greater from the due date until the time of payment. The Company shall also be entitled to suspend further deliveries under the Contract or any other Contract and if such payment or any part thereof (including interest) shall remain in arrears after a written demand shall have been made therefore, the Company shall have a further right to cancel the Contract and/or any other Contract and in either case without prejudice to any other right the Company may have.  

5.3     The Company shall have the right after notice to suspend deliveries under the Contract and/or any other Contract the Company may have with the Customer (even though the Customer is not in arrears with any payment) if the Company considers the amount outstanding on the Customer’s account (whether actually due for payment or not) has reached the limit to which the Company is prepared to allow the Customer Credit.  

5.4     Discount, where allowable will only be allowed upon payment made to the Company within the time specified in the Contract and payment within that time is a condition precedent to the allowance of any discount.  

5.5     If  a Contract is entered into at a price in any currency other  than Irish Pounds (or post EMU, Euros) and any decline in the value of such currency as compared with Irish pounds (or post EMU, Euros) takes place between the date when the Contract is made and the date or dates upon which payments under the Contract are made, the customer shall pay to the Company an additional amount equivalent to any exchange loss of more than 3% which would otherwise be suffered by the Company by reason of such decline.  

5.6  If the Contract is entered into at a price stated to be C.I.F., then such price shall include the cost of insurance as contained under the Seller’s obligations Section of the ICC Incoterms 1990 Edition and if at the Customer’s request the Goods are insured against additional risk, the Customer shall be liable to pay the Company the cost of the premium for such an additional risk.  

5.7  The Invoice weight is subject to a tolerance of + or – 1%.  

6.0         Risk and Title

6.1   Risk of damage to or loss of Goods shall pass to the Customer:  

6.1.1  In the case of Goods to be delivered at the Company’s premises at the time when the Company notifies the Customer that the Goods are available for collection, or  

6.1.2    In the case of the Goods to be delivered otherwise than at the Company’s premises, at the time  of delivery of if the Customer wrongfully fails to take delivery of the Goods at the time when the Company has tended delivery of the Goods.  

6.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions, the full legal and beneficial title to the ownership of the Goods shall remain with the Company in full in respect of the Goods and all other sums due by the Customer to the Company. If any sum paid by the Customer is less than all the amounts due by the Customer to the Company, the Company may (notwithstanding any direction to the contrary by the Customer) apply that sum to amounts due in respect of Goods which have at that time been re-sold or otherwise disposed of by the Customer before applying any part of that sum to Goods still in the Customers possession. Until payment in full for the Goods and all other sums due, the Customer shall have possession of the Goods as bailee for the Company and will have authority until such authority is countermanded by the Company or until the appointment of a Receiver, Liquidator or Examiner Customer, whichever is the earlier, to sell the Goods in the ordinary course of the Customers business. At any time prior to the Customer paying for the Goods and any other sums due, the Company may by notice in writing determine the Customer’s right to sell the Goods. The Customer shall hold trust for the Company until the price of the Goods and all other sums due by the Customer to the Company have been discharged such portion of the proceeds of the sale of the Goods as equates to the sums due by the Customer to the Company. The Customer shall maintain such proceeds separately identified and the company shall be entitle to all rights and claims which the Customer may have against its customers arising from such sales in respect of such proceeds until payment in full for the Goods and all outstanding sums is made to the Company.  

6.3  Until title to the Goods has passed to the Customer, the Customer shall at its own expense separately store the Goods and prevent any loss or damage due to deterioration and will take all reasonable steps to maintain the Goods separately identifiable.  

6.4   For as long as any money is due by the Customer to the Company, the Company and its agents shall be entitled to enter (with or without vehicles) any premises where the Goods are located to take possession of and re-sell same for this purpose, the Customer hereby grants the Company irrevocable right and licence and to enter any such premises. This right shall continue not withstanding termination of any Contract between the Customer and the Company for any reason and shall be without prejudice to any accrued rights of the Company. In the event of the Company recovering the Goods, it shall retain all payments made, if any, for the Goods as damages for breach of Contract.  

7.0        Quality  

7.1    The Customer shall inspect the Goods immediately on receipt thereof and shall within three days of such receipt notify the Company of any claim that the goods are not in accordance with the Contract. If the Customer does not so notify the Company of such claim within such three day period, the goods shall be conclusively presumed to be in accordance with the Contract insofar as the claim can be established from reasonable examination of the Goods. In the event that the Customer establishes thereafter to the reasonable satisfaction of the Company that the Goods are not in accordance with the Contract, the Customer’s sole remedy shall be limited at the Company’s election to the replacement of the Goods or refund of the purchase price of the Goods against the return of the Goods.  

7.2    Any claim by the Customer which is based on any defect in the quality and condition of the Goods or their failure to correspond with a specification shall (whether or not delivery is refused by the Customer) be notified to the Company within three days from the date of the delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after the discovery of the defect or failure. If delivery is not refused and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

7.3    Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these Conditions, the Company shall be entitled to place the Goods (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price) in exchange for the return of the Goods but the Company shall have no further liability to the Customer.  

7.4    Non-receipt of the Goods must be notified in writing from the Customer to the Company within 20 working days of the invoice date failing which the Company shall not be liable to the Customer for any loss or damage thereby suffered by the Customer.  

7.5   Without prejudice to the other provisions hereof and to any other remedy or claim which the Company may have should the Company partially complete an order it shall be entitled to be paid for the Goods in respect of which the order has been completed together  with all the costs and charges associated with the relevant order.  

7.6   The Customer shall not be liable to the Customer by reason of any representation or any limited warranty, condition  or other term or any duty at the common law or under the express terms of the Contract for any consequential loss or damage (whether for loss or profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever which arise out of or in connection with the supply of Goods or their use or re-sale by the Customer except as expressly provided by these conditions. 

8.      Cancellation  

8.1  The Company may by written notice cancel the Contract insofar as it has not been performed:  

8.1.1 If economic conditions in any relevant country are seriously affected by war, civil war  or any other circumstances;  

8.1.2 If through circumstances beyond the control of the Company or the Customer the making  or transfer of any payment to Ireland is impossible or is likely to become impossible or is delayed or is likely to be delayed by more than thirty days. 

 9.0      Disputes  

9.1    Any dispute arising in respect of or in connection with these Conditions and any contract shall be   referred to arbitration of a single arbitrator to be agreed between the Customer and the Company or, in  default of agreement, appointed at the request of either party by the President for the time being of the incorporated Law Society of Ireland. Arbitration shall take place in the English language in Dublin,  Ireland. 

10.0            Applicable Law  

10.1  The validity, construction and performance of these Conditions and the Contract shall be governed by and construed in accordance with the laws of Ireland and the Customer submits to the jurisdiction of the Courts of Ireland but he Company may enforce the Contract in any Court of competent jurisdiction.  

11.  Non-Assignable

11.1 The Contract is non-transferable by the Customer without the written consent of the Company