Conditions of Trading
These terms and conditions apply to Camida Holdings Ltd whose registered office is at New Quay, Clonmel, Co. Tipperary, E91 YV66, Ireland and all of its subsidiaries.
1. These conditions of sales shall apply to all quotations and deliveries made by Camida Ltd to its customers with the exception of those changes which have been expressly agreed to in writing by both parties. Where the customers purchasing conditions conflict with these conditions, these conditions shall apply. All agreements and promises, whether in conflict with these conditions or not, made by Camida Ltd representatives or staff will only be valid if expressly agreed to in writing.
2. Camida Ltd is never committed to any other offer or agreed time of delivery. Although the agreed times of delivery will be observed as much as possible, any liability of Camida Ltd due to non-delivery or delayed delivery is excluded. A delivery later than the agreed time delivery does not annul the customers obligations, unless the customer has annulled the order in writing for that reason.
3. Any complaints or claims in relation to the goods must be made within 8 days of delivery. Any such complaints or claims do not discharge the customer of that obligation to pay within the period stated in the conditions of sale. If it appears that a claim or complaint is well-founded, Camida Ltd shall make this known to the customer and take the goods back and replace these goods by similar goods or credit the customer with an amount not exceeding the invoice value, without being bound to pay any other damages. Goods may only be returned with the express permission of Camida Ltd.
4. If one or more of the factors upon which the cost price was based undergoes an increase, even if this occurs because of foreseeable circumstances, Camida Ltd has the right to increase the agreed price accordingly. Goods are at the customerís risk from the moment they leave Camida Ltd.
5. Title to the goods shall not pass to the customer until all demands have been completely met. In case of late payment, all delivered goods may be claimed by Camida Ltd without prior summons and/or notification.
6. Where Camida Ltd is purchasing goods, the vendor shall keep Camida Ltd indemnified and hold Camida Ltd harmless in respect of all proceedings, costs or claims arising either by reason of the failure of the vendor to honour its terms of quotation to Camida Ltd or arising by reason of any alleged defect in the goods or any allegation that the goods were not fit for the purposes for which they were sold, or otherwise arising by reason of the sale of the goods to Camida Ltd or the onward sale of same to third parties, including any costs or expenses (including managerial or administrative time required to be spent on the matter by Camida Ltd staff or management) incurred by Camida Ltd in defending the proceedings and shall afford Camida Ltd all assistance required by Camida Ltd or its legal advisors in defending such proceedings. Alternatively, the vendor shall, at the request of Camida Ltd and at the sole discretion of Camida Ltd take over the defence of the proceedings on behalf of Camida Ltd having first provided Camida Ltd with an indemnity to its satisfaction, together with such security as Camida Ltd considers reasonable to cover any likely liability that Camida Ltd may have as a result of such proceedings.
7. Save where Camida have entered into prior alternative credit terms with the customer, payment must be made not later than 30 days after the invoice date. After the due date, Camida Ltd shall be entitled to charge interest at the rate of 2% per month calculated from the invoice date of the outstanding amount. Camida Ltd shall have no obligation to make further deliveries as long as the customer remains in default of payment.
8. Where the customer cancels an order, Camida Ltd shall be entitled to charge to the customer the entire amount of the relevant invoice (without any obligation to prove damages), plus any additional expenses that may be incurred by Camida Ltd as a result of the cancellation, such as transportation, storage or destruction costs in relation to the goods ordered.
9. Failure by Camida Ltd to charge interest pursuant to clause 7 above or to make a charge in relation to a cancelled order pursuant to clause 8 or to exercise any of its other rights under this agreement shall not constitute a waiver by Camida Ltd of those rights and Camida Ltd shall at all times at its own discretion be entitled to exercise in full all its rights hereunder against the customer.
10. The customer acknowledges that Camida Ltd acts as a broker only and not as an importer. The customer agrees that for the purposes of all laws or regulations for the time being in force, and for all other purposes, the customer is the importer of the goods and accepts full responsibility for all liabilities that may arise from the importation of the goods and the customer shall hold Camida Ltd harmless and keep Camida Ltd indemnified in respect of all such liabilities.
11. A Party prevented from fulfilling its obligations duly and timely because of an event of Force Majeure shall inform the other Party without undue delay and make reasonable efforts to terminate the Force Majeure as soon as practicable.
For the purpose of this Section, Force Majeure means any and all circumstances beyond the reasonable control of the Party concerned, including acts of God, earthquake, flood, storm, lightning, fire, explosion, war, terrorism, riot, civil disturbance, sabotage, strike, lockout, slowdown, labour disturbances, accident, epidemic, difficulties in obtaining required raw materials or labour, lack of or failing transportation, breakdown of plant or essential machinery, emergency repair or maintenance work, breakdown of public utilities, changes of law, statutes, regulations or any other legislative measures, acts of governments, supranational organisations or other administrative or public agencies, orders or decrees of any court, acts of third parties, delay in delivery or defects in goods or materials supplied by suppliers or subcontractors or an inability to obtain or retain necessary authorisations, permits, easements or rights of ways.
If an event of Force Majeure has occurred, the Party prevented from fulfilling its obligations is entitled to allocate, in a manner it considers reasonable, the available quantities of Products amongst its customers and its own requirement.
12. All parties in any dealings with Camida shall comply with its obligations regarding all applicable data protection legislation. All parties in respect of any such personal data supplied to it by another party agree to:
a) act only on instructions from another Party regarding the processing of such personal data and shall ensure that appropriate technical and organisational measures shall be taken against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to, the personal data; and
b) comply with any reasonable request made by other party to ensure compliance with these measures.
Further information on data processing may be found in Camida Privacy Statement on www.camida.com or in Camida data protection policies.
13. In the event of a dispute arising between Camida Ltd and a party, the Courts of Ireland shall have jurisdiction and this Contract shall be governed and construed in accordance with the laws of Ireland.