Terms and Conditions

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Handy Baby Products Limited/Clevamama USA LLC (“Seller”) General Conditions

1. APPLICABLE TERMS

1.1 Any quotation given by the Seller is an invitation to the Buyer to make an offer only and no order placed by the
Buyer with the Seller in pursuance of a quotation or otherwise shall be binding on the Seller unless and until it is accepted in writing by the Seller’s acceptance of order form or despatch note or delivery note, or the goods are despatched.

1.2 Any contract made with the Seller for the sale of goods shall incorporate and be subject to these conditions
and any representation or warranty, written or orally made or given prior to the contract is hereby expressly excluded and all brochures, specifications, drawings, catalogues, particulars, shapes, descriptions and illustrations, price lists and other advertising matter are intended only to present a general idea of the goods described therein. Any Conditions stipulated by the Buyer which are in rejection of, in addition to, or inconsistent with these terms and conditions and any others agreed to in writing by the Seller shall be deemed to be a counter offer to the Seller and shall not be binding upon the Seller save as agreed in writing and signed by one of the Sellers Directors. If the Seller rejects or does not accept such counter offer, then in such event the sale shall be deemed to be governed by these terms and conditions. Any waiver or waivers by the seller of any one or more of these conditions does not constitute a permanent waiver of any conditions so waived nor a general waiver of
these conditions as a whole.

1.3 In the event that no quotation is given by the Seller and the Seller has received an order from the Buyer then provided that the Buyer shall have notice of these conditions, in such circumstances all goods are sold subject to these conditions.

1.4 Unless otherwise agreed in writing, the Seller reserves the right to despatch or deliver goods of a modified design provided that any difference does not make the goods unsuitable for any purpose the Buyer has made known to the Seller.

2. THE PRICE

2.1 All prices are exclusive of transport, packing and VAT. Costs of transport and packing will be added to all products supplied.VAT will be charged at the rate applicable at the date of invoice. In case of small orders the Seller shall be entitled to make a minimum order charge or to add a surcharge.

3. PAYMENT

3.1 All accounts are payable on demand and are strictly net. If no demand is made, then all accounts must be paid within
7 days of invoice date. If at the date on which the Seller is ready to despatch or deliver the goods the Buyer delays delivery for any reason, the Seller may present invoices for full settlement within 30 days of that date, in default of payment and without prejudice to any other rights or remedies the Seller reserves the right to demand payment of all outstanding balances whether or not due and/or cancel all outstanding orders. Interest shall be charged on outstanding balances at the rate of 1.25% per month. The Buyer shall not be entitled to withhold or set-off payment for goods delivered for any reason whatsoever.

4. CREDIT

4.1 This contract shall be subject to the provision that if at any time thereafter the Seller is advised of circumstances
casting doubt on the Buyer’s creditworthiness or satisfactory security for payment is not given on request, the Seller may require payment of the whole or part of the purchase price from the Buyer in advance and pending such payment the contract shall be suspended. In the event of such advance payment not being made within a reasonable period stipulated by the Seller, the Seller may cancel the Buyer’s order without liability and the Buyer shall be responsible for any resulting loss to the Seller.

5. RISK

5.1 The risk in respect of all goods sold under the contract shall pass to the Buyer upon the despatch of the goods by the Seller from its premises notwithstanding agreement by the Seller to bear the cost of delivery or to deliver the goods itself. In any event the property in the goods shall not pass to the Buyer except as provided in clause 6 here of.

6. TITLE RETENTION

6.1 Until the purchase price of the goods comprised in this or any other contract between the Buyer and the Seller shall have been paid or satisfied in full (if by cheque then only upon clearance):-

6.1.1 the property in the goods comprised in this contract remain vested in the Seller (not with standing the delivery of the same and the passing of the risk therein).

6.1.2 The Buyer shall store the goods in such a way that they can be readily identified as being the Seller’s property.

6.1.3 The Buyer shall on request inform the Seller of the precise location of each item of the goods identified where applicable by its serial number, by supplying the Seller at its expense within seven days of its request with a written schedule of the said locations.

6.1.4 Until title in the goods has passed to the Buyer the Buyer shall not purport to be the owner of the goods.

6.2 Nothing in these conditions shall:
6.2.1 Entitle the Buyer to return the goods or to delay payment therefor; or

6.2.2 render the seller liable to any third party for any unauthorised representation or warranty made or given by the Buyer to such third party in relation to the goods;

6.2.3 Prevent the Seller from maintaining an action for the price notwithstanding that the property in the goods may not have passed to the Buyer.

7. LIEN

7.1 The Seller retains a general lien on any of the Buyer’s equipment or other goods on the Seller’s possession for any unpaid balance the Buyer may owe to the Seller.

8. DESPATCH/DELIVERY

8.1 Any dates given in the contract for despatch or delivery of goods shall constitute estimates of expectation only and shall not be binding unless the contract otherwise expressly provides.

8.2 The method and route of despatch of the goods shall be selected by the Seller which shall use its best endeavours to take into account in such selection the preferences of the Buyer. The Seller shall not be obliged to insure the goods against loss or damage in transit.

8.3 If notwithstanding the seller’s best endeavours the Seller fails to despatch or deliver the goods or to complete the order by such date, such failure shall not constitute a breach of the contract and the Buyer shall not be entitled to claim compensation for such failure or for any consequential loss or damage resulting therefrom.

8.4 Claims in respect of incomplete or incorrect supplies or of goods damaged in transit must be notified to the
carrier and to the Seller as soon as possible and in any event not later than 7 working days after receipt of the goods at the place of destination.

8.7 Claims in respect of non-delivery of goods must be made as soon as possible and in any event within 7 days of the receipt by the Buyer of the Seller’s invoice.

9. WARRANTY

9.1 The Buyer accepts as reasonable that the Seller’s total liability for any defective goods shall be the invoice price of the goods supplied.

10. INSOLVENCY AND BREACH OF CONTRACT

10.1 In the event of any breach of these conditions not being remedied by the Buyer within 30 days of the Seller’s
written notice requesting such remedy or upon the Buyer entering into any composition or arrangement with its creditors or passing a resolution for winding up the entering into liquidation or arrangement with its creditors or passing a resolution for winding up the entering into liquidation (whether voluntary or compulsory) or any similar arrangement or a Receiver is appointed of the Buyer’s assets, the Seller shall be entitled without prejudice to its other rights hereunder to suspend all further deliveries and the Buyer shall be responsible for any resulting loss to the Seller.

11. BRANDING

The buyer shall not without the prior written consent of the Seller:

11.1 save for the purpose of describing the goods use or permit to be used any of the trade markes, trade or brand names or any other intellectual property rights of the Seller including for the avoidance of doubt and without prejudice to the generality of the foregoing as or part of the business, trading or corporate name of the buyer; or

11.2 allow any trade mark of the Seller or other word or mark applied to the goods (or packaging thereof) to be obliterated, obscured or omitted or any further word or mark to be added thereto.

12. PATENTS

12.1 Notwithstanding any implied warranty or condition as to title or otherwise in relation to the goods supplied hereunder, the Seller shall not be liable to indemnify the Buyer in respect of any claim made or threatened against the Buyer by a third party whether by legal proceedings or otherwise based on a right claimed under letters, patent, trade-mark, copyright (whether registered as a design or not) or breach of confidence unless:

12.2 The Seller shall have been promptly notified of the claim or threat and no admissions shall have been made by the Buyer such as would prejudice the defence of any such claim or threat:

12.3 The goods shall have been designed by the Seller or made to its design and in any event the Seller’s liability shall
be limited to damages and costs awarded by a court of competent jurisdiction in proceedings conducted in accordance with the wishes of the seller or such sum as may be paid in compromise of such proceedings with the assent of the Seller.

13. GENERAL

13.1 Notices – Any notice required to be given hereunder by either party to the other shall be sufficiently given if it is in writing and signed by some person duly authorised by the party giving it and sent by first class pre-paid or recorded delivery post to the last known address of the party to whom notice is to be given and shall be deemed to have been duly served 48 hours from the time of posting and in proving such service it shall be sufficient to prove that the notice was properly addressed and posted in accordance with these provisions.

13.2 Waiver- The waiver by the Seller of any breach of any term hereof shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.

13.3 Severance – Should one clause hereof be invalid the provisions of the remainder hereof shall not be affected and in
such case the parties hereto shall co-operate to agree replacement terms which are legally valid in order to achieve as nearly as possible the original intentions of the parties particularly regarding the economic effect of such clause.

13.4 Titles – the titles of the clauses hereof shall not be taken into account in the construction hereof.

13.5 Governing Law – Any contract in which these terms relate shall be governed by and construed in accordance with the laws of Ireland and the parties shall submit to the sole jurisdiction of the Courts of Ireland.

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