We are Puratos Crest Foods Limited , with our registered office at Unit 69-71 Dunboyne Business Park, Dunboyne, Co Meath, and registered in the register of legal entities under the number 36750, phone number 00353 1 8255505, e-mail info_ireland@puratos.com.
These General Terms and Conditions of Sale (“Conditions”) apply exclusively to all sales of products by Puratos Crest Foods Limited (hereinafter referred to as “Puratos”) to any customer (“Customer”). Puratos will issue a Contract Offer setting out the commercial terms of the proposed sale, with these Conditions attached. A binding contract is formed only when the Customer signs and returns the Contract Offer to Puratos. By signing the Contract Offer, the Customer irrevocably accepts and is bound by these Conditions.
These Conditions shall prevail over and supersede any terms and conditions of the Customer, whether contained in any purchase order, acknowledgement, acceptance, standard terms, or any other document or communication, regardless of when such terms are provided. No terms or conditions proposed, referenced or incorporated by the Customer shall be binding on Puratos unless Puratos has expressly accepted them in a separately signed written agreement. The mere processing or acknowledgement of a Customer order by Puratos shall not constitute acceptance of the Customer’s terms. Where there is any inconsistency or conflict between these Conditions and any terms proposed by the Customer, these Conditions shall prevail in every instance.
1.1 Save as otherwise explicitly agreed in a separate written document signed by a duly authorised representative of Puratos, all sales of products by Puratos to any business customer are subject exclusively to these Conditions. No other terms and conditions — including any terms and conditions of the Customer contained in any purchase order, acknowledgement, or other document — shall be incorporated into, or form part of, any contract between Puratos and the Customer.
1.2 A contract between Puratos and the Customer is formed only upon the Customer signing and returning the Contract Offer issued by Puratos. Puratos will issue a written Contract Offer setting out the products, quantities, prices, delivery terms, validity period and these Conditions. The Contract Offer constitutes Puratos’s offer to supply on these Conditions. A binding contract is formed only when the Customer signs and returns the Contract Offer to Puratos. By signing the Contract Offer, the Customer irrevocably accepts these Conditions in their entirety and to the exclusion of any terms of its own.
1.3 Any deviations from these Conditions require the prior, explicit and written agreement of Puratos, signed by an authorised representative. By signing the Contract Offer, the Customer acknowledges that it has read, understood and irrevocably accepted these Conditions in their entirety.
1.4 These Conditions govern the entire commercial relationship between Puratos and the Customer. Where the Customer’s purchase order or any other document purports to incorporate different or additional terms, those terms are hereby rejected and shall have no effect. Puratos’s processing of any order shall not constitute acceptance of the Customer’s terms.
2.1 All prices are as set out in the Contract Offer and are payable in 30 days.
3.1 When Puratos agrees to supply products to a Customer, Puratos will issue a written Contract Offer setting out the products, quantities, prices, delivery terms and validity period, with these Conditions attached. The Customer must examine the Contract Offer carefully. A binding contract is formed only when the Customer signs and returns the Contract Offer to Puratos within the validity period stated therein. If the Customer does not return a signed Contract Offer within that period, Puratos is not obliged to supply the products and the Contract Offer lapses automatically.
3.2 The Customer acknowledges that by signing the Contract Offer it accepts these Conditions in full and to the exclusion of any terms of its own. The signed Contract Offer, together with these Conditions, constitutes the entire agreement between the parties in respect of the relevant transaction. The Customer’s own purchase order terms are expressly excluded and shall have no effect, whether submitted before or after the Contract Offer is issued.
4.1 Puratos will deliver the products purchased to the location specified in the Contract Offer at the Customer’s expense. Risk in the products passes to the Customer at the point of delivery.
4.2 Delivery dates stated in the Contract Offer are indicative only. Puratos shall use reasonable efforts to meet the indicated delivery date but failure to do so shall not give rise to any right of the Customer to cancel the order, claim damages or compensation, or refuse to accept delivery.
4.3 Puratos may deliver in instalments. Each instalment may be separately invoiced and paid for. A failure by Puratos to deliver any one instalment shall not entitle the Customer to treat the contract as repudiated.
4.4 The Customer is obliged to accept and take delivery of the products. If the Customer fails to take delivery, Puratos may store the products at the Customer’s risk and expense and charge reasonable storage costs, without prejudice to Puratos’s other rights.
5.1 Unless otherwise agreed, invoices issued by Puratos are payable within 30 days from end of the month of the invoice date.
5.2 The Customer acknowledges that it foregoes any right to make any deduction, set-off, counterclaim or withholding from any invoice issued by Puratos.
5.3 If the Customer fails to make payment on the due date, Puratos shall, without prejudice to any other rights be entitled to charge interest on the overdue amount from the due date until the date of actual payment at a rate equal higher of (i) the rate of interest applied by the European Central Bank for main refinancing operations plus 8%, subject to a minimum of 12% annually and (ii) the interest rate which is applicable in accordance with the applicable law. In addition, a lump sum compensation amounting to 10% of the open and due amount shall be due plus the cost of legal proceedings where applicable. In addition, (i) Puratos is entitled to terminate any pending purchase orders, (ii) all invoices issued to this Customer become immediately payable and (iii) any agreed payment term (if any) expires and all future sale are subject to payment prior to delivery. The aforementioned points (i) until and including (iii) also apply if Puratos determines or has sound reasons to believe that the Customer may have credit issues or is in any circumstance as set forth in Article 5.b) below.
5.4 Ownership of the products shall only be transferred to the Customer on full payment of the price thereof. Puratos reserves the right to reclaim the products or the price thereof if the products have been processed in the meantime, where necessary as long as the products are not paid in full.
6.1 Puratos warrants that the products will conform to their specifications and be of satisfactory quality at the time of delivery, provided they are transported, stored and used in accordance with Puratos’s instructions.
6.2 The Customer must inspect the products promptly on delivery. Any claim in respect of a defect must be notified to Puratos in writing, supported by objective documentary evidence:
6.3 Claims in respect of weight or visible defects are only valid if also recorded at the time of delivery.
7.1 Puratos is entitled to cancel all or part of any confirmed or pending orders, without compensation to the Customer, upon written notice in any of the following circumstances:
7.2 In the event of cancellation by Puratos due to Customer fault , Puratos shall be entitled to a lump sum compensation equal to: (i) 100% of the price of tailor-made products; (ii) 100% of the price of standard products in the cancelled order(s); and (iii) 100% of the price of raw materials purchased by Puratos to fulfil the Customer’s agreed volumes that Puratos cannot reasonably use otherwise use (iv) any cancellation fees, cost of raw materials, hedging fees, annulation costs and any other charges and penalties that Puratos incurs. These sums are without prejudice to Puratos’s right to claim higher damages where it can demonstrate greater actual loss.
7.3 The Customer may not cancel an order except with Puratos’s prior written consent, which may be withheld at Puratos’s discretion and subject to such cancellation charges as Puratos may impose.
8.1 To the fullest extent permitted by applicable law, Puratos shall not be liable for any direct, indirect, special, punitive or consequential loss or damage, including loss of profit, loss of revenue, loss of goodwill or business opportunity, arising out of or in connection with the supply of products.
8.2 Subject to Clause 8.3, Puratos’s total aggregate liability to the Customer in respect of any single event or series of related events shall not exceed the total price paid by the Customer for the products to which the relevant claim relates.
8.3 The Customer is solely responsible for ensuring that the products are suitable for third party use. Puratos gives no warranty as to the fitness of the products for any particular purpose not expressly agreed in writing.
9.1 Puratos is and shall remain the sole owner of all intellectual property rights in its products, including trade secrets, patents, know-how, formulas, recipes and all associated information. No disclosure to the Customer shall imply any transfer of, or licence to use, any of Puratos’s intellectual property rights.
9.2 Any improvement, development or innovation created by Puratos, whether independently or in collaboration with the Customer, shall vest exclusively in Puratos.
10.1 Each party shall keep confidential all commercial and technical information disclosed by the other party in connection with these Conditions or any contract entered into pursuant to them, and shall not disclose such information to any third party without the prior written consent of the disclosing party.
10.2 This obligation shall survive termination or expiry of any contract between the parties.
11.1 Puratos shall not be in breach of these Conditions or liable to the Customer for any failure or delay in performance caused by an event of force majeure, meaning any cause beyond Puratos’s reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government action, industrial dispute, fire, flood or failure of utilities or transport infrastructure.
11.2 Puratos shall notify the Customer as soon as reasonably practicable on becoming aware of a force majeure event. If the force majeure event continues for more than six months, either party may terminate the affected orders on written notice, without liability to the other, save in respect of amounts already due.
11.3 Events of hardship are expressly excluded from force majeure.
12.1 These Conditions and all contracts between Puratos and the Customer shall be governed by and construed in accordance with the laws of Ireland.
12.2 Any dispute arising out of or in connection with these Conditions or any such contract, including disputes as to their formation, validity or termination, shall be subject to the exclusive jurisdiction of the courts of Ireland.
13.1 Waiver. No failure or delay by Puratos in exercising any right under these Conditions shall operate as a waiver of that right. Any waiver must be in writing, signed by a duly authorised representative of Puratos, and shall be limited to the specific matter to which it relates.
13.2 Severability. If any provision of these Conditions is found to be invalid, illegal or unenforceable by any court or competent authority, that provision shall be severed without affecting the remaining provisions, which shall continue in full force and effect.
13.3 Entire Agreement. These Conditions, together with the signed Contract Offer, constitute the entire agreement between Puratos and the Customer with respect to the sale of products and supersede all prior representations, understandings or agreements between them relating to the same subject matter. No other terms, whether proposed before or after these Conditions, shall apply.
13.4 Assignment. The Customer may not assign or transfer any of its rights or obligations under any contract with Puratos without the prior written consent of Puratos. Puratos may assign or sub-contract any of its obligations freely.
13.5 Notices. All notices under these Conditions shall be in writing and delivered by hand, post or email to the addresses set out in the Contract Offer, or to such other address as a party may notify in writing.
13.6 This Agreement is applicable from the date it is signed by both the Puratos and the Customer.