Buzdrinks Limited Terms and Conditions of Sale

1.PRICES

All prices stated exclude value added tax, which will be added at the appropriate rate. The prices of our goods
are subject to variation without notice and goods are invoiced at prices ruling at the date of despatch unless
otherwise agreed in writing.

2.ACCEPTANCE
    1. The customer’s order constitutes an offer by the customer to purchase the goods in accordance with
      these conditions.
    2. No binding contract shall exist until despatch of our written acceptance (or invoice) of order or, if earlier, our despatch of the goods. Any quotation may be withdrawn or revised at any time prior to despatch of our acceptance (or invoice) of order or, if earlier, of the despatch of the goods.
    3. No order which has been accepted by us may be cancelled by the customer except with the agreement in writing of one of our directors and if it is cancelled the customer shall indemnify us in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by us a result of cancellation.
    4. The contract (inclusive of Invoice and these Terms and Conditions) constitutes the entire agreement between us. The customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of us that is not set out in the contract.
3.FORCE MAJEURE

We shall be relieved of the performance of all our obligations under the contract to the extent that their fulfilment is prevented, frustrated or impeded as a consequence of any circumstances outside our control including, but not limited to, industrial action, war, adverse weather, statutes, rules, regulations, orders (including but not limited to public health restrictions on business opening or restrictions on employees attending work)or requisitions issued by any government department, or other duly constituted authority or non-availability of raw materials, fuels or energy.

4.TERMS OF CONTRACT
    1. No communication from ourselves or agents shall be of any contractual effect or be relied on as representation condition or warranty unless incorporated in our acceptance of order and no variation of these conditions or any contract shall be effective unless confirmed by us in writing.
    2. Unless otherwise confirmed by us in writing, these conditions shall apply to the contract to the exclusion of all other terms, conditions, warranties, whether express, statutory or implied that the customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    3. Any samples, drawings, descriptive matter, or advertising produced by us and any descriptions or illustrations contained in our website, catalogues, social media or brochures are produced for the sole purpose of giving an approximate idea of the goods described in them. They shall not form part of the contract between us or have any contractual force.
5.LIABILITY FOR DEFECTS
    1. The customer relies on their own skill and judgement as to the suitability of all goods supplied for any particular purpose or for use under any specific conditions, and the customer acknowledges that we do not hold any particular expertise upon which they can rely.
    2. our liability shall be limited to procurement of replacement goods subject to clauses 8 and 12; and
      (i) these conditions shall apply to the replacement goods.
    3. Where we are not the manufacturer or producer of the goods supplied, we will use our reasonable endeavours to transfer to the customer the benefit of any warranty, guarantee or indemnity given to us.
6.RISK IN AND TITLE TO THE GOODS
    1. The risk in the goods shall pass to the customer when the goods leave our premises or nominated collection address. It is recommended that the customer either has their own insurance or uses a reputable freight company that carries adequate insurance.
    2. Title to the goods shall not pass to the customer until we have received payment in full (in cash or cleared funds) for:
      (i) the goods; and
      (ii) any other goods or services that the supplier has supplied to the customer.
    3. Until title to the goods has passed to the customer, the customer shall:
      (i) hold the goods on a fiduciary basis as our bailee;
      (ii) store the goods separately from all other goods held by the customer so that they remain readily identifiable as our property;
      (iii) not remove, deface or obscure any identifying mark or packaging on or relating to the goods;
      (iv) maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
      (v) notify us immediately if it becomes subject to any of the events listed in condition 7(b); and
      (vi) give us such information relating to the goods as we may require from time to time,
      but the customer may resell or use the goods in the ordinary course of its business.
    4. If before title to the goods passes to the customer the customer becomes subject to any of the events listed in condition 7(b), or we reasonably believe that any such event is about to happen and notify the customer accordingly, then, provided that the goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy we may have, we may at any time require the customer to deliver up the goods and, if the customer fails to do so promptly, enter any premises of the customer or of any third party where the goods are stored in order to recover them.
7.CUSTOMER’S INSOLVENCY OR INCAPACITY
    1. If the customer becomes subject to any of the events listed in condition 7 (b) below, or we reasonably believe that the customer is about to become subject to any of them and notify the customer accordingly, then, without limiting any other right or remedy available to us, we may cancel or suspend all further deliveries under the contract or under any other contract between us without incurring any liability to the customer, and all outstanding sums in respect of goods delivered to the customer shall become immediately due.
    2. For the purposes of paragraph (a) above the relevant events are:
      (i) the customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts under or as having no reasonable prospect of so doing under the applicable Insolvency legislation, or (being a partnership) has any partner to whom any of the foregoing apply.
      (ii) a petition is filed, a notice is given, a resolution is passed, or an order is made (including the appointment of a Liquidator), for or in connection with the winding up or the bankruptcy of the customer.
      (iii) the customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors.
      (iv) a creditor or encumbrancer of the customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 7 days.
      (v) an application is made to court, or an order is made, for the appointment of an examiner or if a notice of intention to appoint an examiner is given or if an examiner is appointed over the customer.
      (vi) a floating charge holder over the customer’s assets has become entitled to appoint or has appointed a receiver.
      (vii) a person becomes entitled to appoint a receiver over the customer’s assets or a receiver is appointed over the customer’s assets.
      (viii) any event occurs, or proceeding is taken, with respect to the customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in (i) to (vii) (inclusive).(ix) the customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or substantially the whole of its business.
      (x) the customer’s financial position deteriorates to such an extent that in our opinion the customer’s capability to adequately fulfil its obligations under the contract has been placed in jeopardy; and
      (xii) (being an individual) the customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
    3. Termination of the contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the contract shall continue in full force and effect.
8.DELIVERY
    1. Any dates quoted for delivery or collection are approximate only, and the time of delivery or collection is not of the essence.
    2. Unless otherwise specified, prices do not include delivery and it is up the customer to arrange collection of the goods from the nominated address on the Invoice.
9.CALL OFF ORDERS
    1. This condition applies where we agree to sell goods to you which will be delivered on a call-off basis.
    2. Unless otherwise confirmed in writing, these conditions apply to the sale of goods on a call-off basis as supplemented or amended by this condition. In the event of any conflict between any other conditions and this condition, this condition shall prevail.
    3. For the purposes of this condition, a contract for the provision of goods to be provided on a call-off basis shall be a “Call-Off Contract” and each request for goods to be delivered to you under that call-off contract shall be a “Call-Off Request”.
    4. We will advise you of the minimum call-off request, an agreed storage rate and the date by which all goods under the call-off contract must be requested, prior to you placing the order.
    5. Should you fail to request all goods under the call-off contract by the final date agreed by us, we reserve the right to be entitled to either:
      (i) deliver and invoice all undelivered goods under that call-off contract to you (in one or more deliveries at our sole discretion)
      (ii) invoice all undelivered goods under that call-off contract, and invoice for storage at an agreed rate under the call off contract
      (iii) invoice for storage at an agreed rate under the call off contract.
    6. We shall not be required to deliver goods to you if your call-off request is less than the minimum agreed call-off request.
    7. We shall not be required to deliver goods to you pursuant to a call-off request if any payment is due to us (either in respect of that call-off contract or otherwise) or if any of the circumstances in this condition apply
10.RETURNS

Any return of goods must be agreed by us in advance of the return, and shall be returned at the expense of the
customer. Where we agree to accept a return where a customer has ordered incorrect or unwanted goods, a handling
charge may apply which will be stated at the time of the return agreement.

11.LIMITATION OF LIABILITY
    1. Nothing in these conditions shall limit or exclude our liability for:
      (i) death or personal injury caused by its negligence, or the negligence of our employees, agents or subcontractors (as applicable);
      (ii) fraud or fraudulent misrepresentation;
      (v) any matter in respect of which it would be unlawful for us to exclude or restrict liability.
    2. Subject to condition 10 (a)
      (i) we shall under no circumstances whatever be liable to the customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the contract; and
      (ii) our total liability to the customer in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the goods.
12.SHORTAGES AND BREAKAGES

All shortages or breakages must be reported in writing within 7 (seven) working days and the customer must obtain
from us a claim reference number otherwise claims will not be entertained.

13.PAYMENT

Payment terms are as set out in the applicable invoice. Interest on late payments will be charged on the amount
invoiced at the rate of 8% per annum from the date of the invoice. Time of payment is of the essence.

14.GENERAL
    1. customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the contract without our prior written consent.
    2. If any court or competent authority finds that any provision of the contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the contract shall not be affected.
    3. A waiver of any right or remedy under the contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
    4. A person who is not a party to the contract shall not have any rights under or in connection with it.
    5. as set out in these conditions, any variation to the contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by us.
    6. The contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, Irish law, and the parties irrevocably submit to the exclusive jurisdiction of the competent courts in the city of Dublin in the Republic of Ireland.