ONLINE TERMS AND CONDITIONS OF SALE - B&G LIMITED
FOR BUSINESS CUSTOMERS ONLY
1.1 B&G Contract with the Customer: These Terms and Conditions shall apply to all goods supplied (the “Goods”) to the customer (the “Customer”) from B&G Limited (the “Supplier”) and shall prevail over any terms and conditions which the Customer may stipulate, incorporate or refer to in writing or orally whether in an order form or invoice or otherwise and no variation, qualification, alteration, waiver or modification or purported variation, qualification, alteration, waiver or modification of these Terms and Conditions whether before or after the creation of the contract between the Supplier and the Customer shall have effect unless expressly made and agreed to in writing by the Supplier or any duly authorised officer of the Supplier.
1.2 The Supplier’s acceptance of the Customer’s order shall take place when the Supplier emails the Customer to accept it, at which point a contract will come into existence between the Supplier and the Customer.
1.3 If the Supplier is unable to accept the Customer’s order, the Supplier will inform the Customer of this and will not charge the Customer for the Goods. This might be because the Goods ordered do not meet the Supplier’s minimum order value (see clause 8) or for any other reason at the Supplier’s sole discretion.
1.4 The Supplier only sells and delivers to the Republic of Ireland and Northern Ireland. The Supplier’s website is solely for the promotion of the Supplier’s products in the Republic of Ireland and Northern Ireland.
1.5 The Supplier only sells and delivers Goods to business/trade customers. If you are acting as a consumer, you may not purchase Goods through this website.
2. Prices: The prices for the Goods will be based on the prices on the then current Supplier’s price list at the date of dispatch of the Goods to the Customer. Quotations can be given to the Customer on request at the time the Customer places an order but any such quotations are indicative only and shall not operate to bind the Supplier to the price quoted.
2.2 It is always possible that, despite the Supplier’s best efforts, some of the Goods the Supplier sells may be incorrectly priced. The Supplier will normally check prices before accepting the Customer’s order so that, where the Good’s correct price at the Customer’s order date is less than the Supplier’s stated price at the Customer’s order date, the Supplier will charge the lower amount. If the Good's correct price at the Customer’s order date is higher than the price stated to the Customer, the Supplier will contact the Customer for its instructions before the Supplier accepts the Customer’s order. If the Supplier accepts and processes the Customer’s order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, the Supplier may end the contract, refund the Customer any sums the Customer has paid and require the return of any Goods provided to the Customer.
3. Terms ofPayment: Unless otherwise agreed in writing by the parties, payment for the Goods shall be made in full within 60 days of the end of the month of invoice. The Customer shall not be entitled to make any deduction whatsoever from the payment due for the Goods whether by reason of set off or otherwise. If payment for the Goods is not made in full in accordance with these Terms and Conditions or for any other reason whatsoever at the sole discretion of the Supplier, the Supplier may refuse or cease to supply or deliver any Goods to the Customer.
4. Interest: The Supplier shall be entitled at its sole discretion to charge interest to Customers on late payments for Goods in accordance with the terms of the European Communities (Late Payments in Commercial Transactions) Regulations, 2012 as amended by the provisions of these Terms and Conditions.
5. Retention of Title: The Goods supplied shall remain the property of the Supplier until the price of the Goods and all other amounts owing to the Supplier have been paid in full. The Customer shall hold the Goods as bailee and fiduciary agent for the Supplier and shall store the Goods suitably and safely so as to clearly show them to be the property of the Supplier and clearly identifiable as such. The Customer hereby authorises the Supplier or its servants or agents to enter with or without vehicles upon the premises of the Customer or upon any other premises designated by the Customer for delivery of the Goods to recover possession of the Goods at all reasonable times and without notifying the Customer. The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Supplier, but if the Customer does so all monies owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable.
6. Credit: A credit account may be opened and will remain open if any credit terms stipulated by the Supplier are met. A hold may be placed on such accounts at the sole discretion of the Supplier.
7. Risk, Title: Notwithstanding that property in and title to the Goods shall remain with the Supplier, risk in the Goods shall pass to the Customer on delivery of the Goods to the Customer’s premises or delivery of the Goods to a carrier for transportation to the Customer and Section 32(2) and 32(3) of the Sale of Goods Act, 1893 shall not apply.
8. Deliveries: Delivery of the Goods within the Republic of Ireland and Northern Ireland will be made to the Customer subject to the Customer having ordered Goods in excess of the Supplier’s minimum order value. The Supplier’s minimum order value will, in cases where a Customer’s order for Goods does not meet the Supplier’s minimum order value, be notified to the Customer at the time of the Supplier’s receipt of an order for Goods and is also available on request from the Supplier.
8.1 All deliveries will be made by the Supplier’s standard delivery service. The Supplier reserves the right to impose a charge on the Customer for the delivery of Goods, such charge to be notified to the Customer before delivery has commenced.
8.2 The Supplier reserves the right to make partial deliveries and these Terms and Conditions shall apply to each partial delivery. Each delivery or partial delivery shall be regarded as separate and invoiced accordingly.
8.3 The date of invoice shall be the date following despatch of the Goods from the Supplier’s warehouse.
8.4 Back-orders, which are available within one month of the original order date, may be supplied at the sole discretion of the Supplier unless the Customer instructs otherwise. All back-orders over one month old shall be cancelled unless the Customer instructs otherwise.
8.5 The time, if any, specified for the commencement and completion of the supply and delivery of the Goods shall be deemed to be variable and such times, if specified, are approximate only and not of contractual effect. Time of delivery is not of the essence of the contract, and the Customer shall not be entitled to rescind the contract by reason only of delay in delivery.
8.6 The Supplier’s Delivery Policy, as contained in Schedule 1, shall form part of these Terms and Conditions.
9. Returns: No returns shall be accepted unless authorised in writing by a representative of the Supplier. [All returns shall be at the Customer’s cost. Delivery drivers are instructed not to accept returns without proper authorisation.
9.1 Goods returned, which have been shipped in good order by the Supplier, may, at the sole discretion of the Supplier, be subject to a re-stocking charge. Details of re-stocking charges are available from the Supplier on request.
9.2 Credit will only be issued for Goods which the Supplier deems to be in re-saleable condition. Goods must be in their original condition and in their original packaging.
9.3 Quality Goods are supplied by the Supplier, but in the event that any item is found to be defective, the Supplier will replace the item, free of charge, or, at the Supplier’s sole discretion, offer a refund or offer credit to the Customer for the price of the Goods (or a proportionate part of the price) but the Supplier shall have no further liability to the Customer.
9.4 The Supplier reserves the right to refuse to accept the return of any item, if 6 months have elapsed since it was supplied.
9.5 Credit or replacement will not be offered for any Goods which the Supplier considers to have been mis-used or mis-treated or if the Supplier considers that any instructions supplied with the Goods have not been followed.
The provisions of this Clause 9 are subject always to the provisions of Clause 10.
10. Claims: Claims for any shortages, delivery errors or damages shall not be entertained, unless notified to the Supplier and to the carrier in writing in accordance with Clause 18 hereof, within three (3) working days of receipt of Goods.
10.1 Orders must be checked thoroughly by the Customer at the time of receipt of delivery of the Goods and any shortages, damages or delivery errors must be written on the delivery docket before signing.
10.2 Notwithstanding any other provision of this Clause 10, no claim for any shortages, delivery errors or damages of any kind or nature whatsoever will be entertained at any time by the Supplier where a Customer or any of its officers, servants, agents or employees has marked or written the words “Unchecked” or other words of a similar meaning on the delivery docket.
10.3 Non-receipt of Goods must be notified in writing to the Supplier by post, e-mail or by facsimile transmission within three (3) working days of the invoice date failing which the Supplier shall not be liable to the Customer for any loss or damage thereby suffered by the Customer (in the case of Goods exported outside Ireland, such notification of non-receipt shall be sent to the Supplier by express airmail, e-mail or facsimile transmission within three (3) working days of the invoice date and advised immediately to the carrier).
10.4 In no circumstances whatsoever shall the Supplier’s liability (in contract, tort or otherwise) to the Customer arising under, out of, or in connection with this contract or the Goods supplied hereunder exceed the invoice price of the particular Goods or section of Goods concerned.
10.5 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
11. Default, Insolvency: If the Customer shall make any default in taking delivery of the Goods or paying for any instalment thereof (where such instalment payments have been agreed between the Supplier and the Customer) or:-
i. shall commit any act of bankruptcy or insolvency;
ii. make an arrangement or composition with its creditors;
iii. resolves or is ordered to be wound up;
iv. an encumbrancer takes possession or a receiver is appointed over any of the property or assets of the Customer;
v. goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
vi. become subject to any law or procedure relating thereto,
the Supplier may treat the contract in respect of the Goods as repudiated by the Customer and may cancel any further delivery or deliveries thereunder without prejudice to any claim or remedy available to the Supplier in respect of any loss or damage thereby suffered.
12. Erection/Safety of Stands: The Supplier may, from time to time, erect certain fixed and/or moveable display stands (including but not limited to Applications Door Selection Centres) at the premises of the Customer. The Customer agrees that it shall not (and shall procure that its officers, servants, agents or employees shall not) move or relocate or attempt to move or relocate any fixed display stands which have been erected by the Supplier. If the Customer requires that any fixed display stands be moved or relocated, it must contact the Supplier who shall then arrange for its specialist stand fitter to visit the Customer to move or relocate the relevant stand. The Customer shall be responsible for ensuring that the proposed new location for the stand is sound, secure and load bearing and the Customer shall comply with all directions of the Supplier’s specialist stand fitter with regard to the moving or relocation of the stand. The Customer may move or relocate any moveable display stands erected by the Supplier without first contacting the Supplier but shall be responsible for ensuring that the proposed new location for the stand is sound, secure and load bearing. The Customer shall be responsible, at all times at which any of the Supplier’s display stands (fixed and/or moveable) are present or erected on the Customer’s premises, for ensuring that the display stands are safe and do not present a risk of harm or injury to any person present or attending at the Customer’s premises and the Customer shall at all times be responsible for ensuring that all display stands are properly and adequately maintained. All display stands erected or provided by the Supplier shall at all times remain the property of the Supplier and may only be used by the Customer to display Goods purchased from the Supplier. Without prejudice to the generality of Clause 13, the Supplier cannot be held responsible for any damage whatsoever to persons or property arising from the use (including any unauthorised relocation in the case of a fitted stand or relocation in the case of a moveable stand) by the Customer or presence of any stand fitted or provided by the Supplier at or on the Customer’s premises.
13. Limitation of Liability: It is agreed that these Terms and Conditions contain all the terms and conditions under which Goods ordered by the Customer are to be supplied by the Supplier and that any express condition or warranty in any terms of whatsoever nature not expressly stated herein are hereby excluded to the extent permitted by law. Except in respect of death or personal injury caused by the Supplier’s negligence, the Supplier shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any direct, indirect, special or consequential loss or damage (whether for loss of profit or otherwise), liability, costs, expenses (including legal fees and expenses), causes of action or other claims for compensation whatsoever (whether caused by the negligence of the Supplier, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the price of the Goods concerned, except as expressly provided in these Conditions. The Customer shall indemnify and keep indemnified the Supplier (together with its officers, servants, agents or employees) against all liability, costs, expenses (including legal fees and expenses), causes of action or other claims for compensation whatsoever which the Supplier (or its officers, servants, agents or employees) may suffer, whether as a direct loss as a result of any breach of this Contract by the Customer (or its officers, servants, agents or employees) or which the Supplier (or its officers, servants, agents or employees) may be compelled to pay by reason of any acts or omissions of the Customer (or its officers, servants, agents or employees) in connection with the Customer’s performance of this Contract or in connection with the promotion by the Supplier of the Goods on behalf of the Customer including, without limitation, any defect in the Goods and any product liability claims related to or arising from the Goods.
14. Guarantee: Save for any guarantee expressly given in writing by the Supplier directly to the Customer in respect of certain Goods, the Supplier does not give any guarantee or warranty on Goods sold to the Customer other than that given by the manufacturers concerned.
15. Patent Rights: If the Customer uses or sells the Goods supplied in such a manner as to infringe any patent rights, the Supplier shall not be responsible for such infringements and the Customer agrees to indemnify the Supplier from and against all liability or potential liability arising therefrom.
16. Force Majeure: Notwithstanding any other provision hereof, should the manufacture, supply or despatch of the whole or any part of any Goods ordered be interrupted or prevented or hindered by any cause or causes whatsoever beyond the Supplier’s control (including but not limited to an Act of God, war or threat of war, sabotage, insurrection, strikes, lockouts, or other industrial actions or trade disputes, breakdown of machinery, failure of Supplier or third-party computer systems, flood, fire, tempest, explosion, accident. shortage of raw materials, scarcity of labour, fuel, parts or machinery, governmental, parliamentary or local authority action, riot or civil commotion, import or export regulations or embargoes which shall all be deemed beyond the Supplier’s control), the Supplier shall be entitled to postpone or suspend any delivery or deliveries of any Goods ordered until, in the Supplier’s opinion, such cause or causes has or have been remedied. The Supplier shall be under no liability whatsoever to the Customer for any loss thereby suffered directly or indirectly by the Customer.
17. Severance: Each of the provisions in these Terms and Conditions shall be construed as independent of every other such provision so that if any such provision shall be determined by any competent court or authority to be invalid or unenforceable then such determination shall not affect any other provisions of these Terms and Conditions which shall remain in full force and effect. If any such provisions shall be found to be invalid or unenforceable but would be valid if some part thereof were deleted or modified such provisions shall apply with such modification or modifications as may be necessary to make the remainder of any such provision valid and effective.
18. Notices: Any notice required or permitted to be given by either party to the other under these conditions shall be in writing (which includes e-mail or facsimile transmission or other comparable means of communication) addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
19. Non-assignable: The Customer shall not assign or transfer or purport to assign or transfer any contract or the benefit of any contract governed by these Terms and Conditions.
20. Waiver: A waiver by the Supplier of any of these Terms and Conditions shall not be deemed to be a general waiver of any such Term or Condition.
21. Applicable Law: The validity, construction and performance of all matters relating to any contract subject to these Terms and Conditions shall be governed by and construed in accordance with the laws of Ireland and the Customer submits to the non-exclusive jurisdiction of the courts of Ireland but the Supplier may enforce any such contract in any court of competent jurisdiction.
SCHEDULE 1
