Terms and Conditions
POLAR ICE LTD.
STANDARD TERMS AND CONDITIONS
In these conditions, the “Company” means Polar Ice, the “Customer” means the person or firm contracting with the Company as the buyer of the Goods and the “Goods” means solid dry ice, which is the subject matter of the contract between the Company and the Customer.
2. EFFECTIVE DATE 13th DECEMBER 1999
These conditions shall apply to all contracts entered into by the Company and supersede all previous Conditions in nay form issued by the Company.
Every contract with the Company for the sale of Goods is subject to these Conditions of Sale. All others terms, conditions and warranties attempted to be introduced by the Customer, whether express or implied are hereby excluded with the exception of conditions expressly accepted by the Company in writing.
The Company shall invoice all Goods at the agreed price.
5. PRICES AND PAYMENTS
5.1 Prices quoted apply to collection/ delivery from locations specified by the Company.
5.2 Payment date is the 21st day of the month following the date of despatch or according to contract.
5.3 Interest on overdue accounts will be charged at the rate of 2% per month, calculated on a daily basis on sums due from the Customer calculated from the final due date until the date of payment.
5.4 Neither party is entitled to deduct or set off any sums against invoice amounts.
6.1 All metric weights indicate net weight when packed and exclude the weight of packaging.
6.2 All containers provided for transportation of solid dry ice remain the property of the Company and are subject to an agreed container rental charge. The Customer shall be responsible for loss or damage to the containers whilst they are in its custody. Lost or damaged containers will be invoiced to the Customer, at the full replacement cost or repair cost, whichever is the lower.
7. VALUE ADDED TAX
Value Added Tax will be charged in accordance with Government legislation in force for the time being.
When Goods are ordered in bulk and delivered in instalments, each instalment shall constitute a separate contract and no failure of or delay in delivery of any one instalment, nor any defect in the contents thereof, shall entitle the Customer to repudiate the contract, not to defer payment for the remainder of the bulk. Each instalment shall be invoiced separately and failure by the Customer to pay any one invoice in accordance with the provisions for payment herein contained shall entitle the company either to repudiate the contract or to withhold, suspend or reduce deliveries of the remainder of the bulk to such extent as the Company in its discretion may think fir.
9.1 The Goods shall be delivered or collected by the specified date to qualify for the price agreed. Where the Company has agreed to deliver the Goods or make them available, it will use all reasonable endeavours to do so in accordance with the agreed delivery schedule. Time shall not be of the essence for this clause.
9.2 Delivery shall be deemed to take place when:
– The Goods are unloaded at the premises of the specified Customer.
– If collected by the Customer or on his behalf, when loaded onto the collecting vehicle.
10. PROPERTY AND RISK
10.1 Risk of loss or damage to the Goods shall pass to the Customer at the time of delivery.
10.2 Whilst on premises under the control of the Customer and until the Customer has paid for all the Goods in full together with any other sums due in respect of them
– property in them shall remain with the Company.
– they shall be stored and identified as Goods of the Company as far as is reasonable practicable.
– payment for the Goods remains overdue in whole or in part after the Company has taken reasonable steps to recover sums owing
– the Customer becomes insolvent or bankrupt or enters into liquidation, passes a resolution for winding up, has a received, administrative receiver or manager appointed or enters into any composition or arrangement with its creditors
the company may, without prejudice to its other rights, recover from premises under the control of the Customer and/or resell the Goods or any part of them.
10.4 If any of the events or circumstances referred to in Clause 10.3 occurs, the Customer grants the Company an irrevocable licence to enter on to the Customer’s premises to recover goods then unpaid for. Such licence shall be unaffected by the appointment of a receiver, manager or liquidator.
11. CANCELLATION OF DELIVERIES
If the Customer fails to make payment for the goods delivered or being a body corporate the Customer has a received appointed of its assets or shall pass a resolution or have an order made against it for winding up or being an unincorporated body the Customer shall be made bankrupt or if the Customer enters into any composition or arrangement with its creditors or if there shall be any breach by the Customer of these conditions then the Company may without prejudice to its other rights or remedies cancel any existing order and refuse to make any further deliveries.
Delivery shall constitute acceptance unless the Customer complains in writing forthwith at the time of delivery or in any event within 7 days of delivery. If complaint is not made forthwith in writing then it shall be for the Customer to satisfy the Company that there was good reason for the delay. Any Customer who fails to make complaint in accordance with this condition shall not subsequently be entitled to complain of or have any remedy in respect of damage to or defects or shortage in Goods supplied.
Save for liability for death or personal injury to a human being resulting from negligence of the Company, the Company shall not be liable to the Customer or to any Third party for direct or indirect loss, damage, injury or death whether to person or property howsoever arising otherwise whether in contract and/or tort.
14. LIMITATION OF LIABILITY
In so far as the Customer establishes to the satisfaction of the Company that there are defects in goods sold to them, the Company’s liability to the Customer or any Third Party for any and all losses or damage resulting from such defects shall be limited at the Company’s option to either:
(i) the replacement of the Goods shown to be defective or
(ii) to a refund of the amount charged by the Company to the Customer in respect thereof.
15. FORCE MAJEURE
15.1 Neither party shall be liable for any loss, damage or injury occasioned to the other party by default in the performance of any obligation under these Conditions of Sale if the default is caused by any occurrence whatsoever which is not within the control of the defaulting party including but not limited to industrial action, accident, power failure, breakdown of plant or machinery, order of any government authority, whether at port, local, national or European Community level and subject to Clause 15.2 shortage of supplies required for or in connection with the manufacture of the product. The defaulting party will give the other party written notice of the occurrence at the earliest opportunity. Refusal by a Customer to accept delivery does not itself constitute force majeure unless notification is received prior to the date for delivery of any occurrence which in itself shall be construed as force majeure.
15.2 If as the result of an occurrence covered by Clause 15.1 the Company is delayed in or prevented from delivering the contract quantity at the due time or times, the Company may on giving the Customer at the earliest opportunity written notice of the fact, withhold, suspend or reduce deliveries to such extent as the Company in its discretion thinks fit. The Company shall use its best endeavour to purchase equivalent supplies to make good shortages caused by such occurrence but shall not be obliged to purchase at a higher price than the contract price for the goods in question.
15.3 Where force majeure has been declared by the Company the Customer may cancel the contract or the balance outstanding without giving any liability to the Company after first giving written notice to the Company at the earliest opportunity.
15.4 Without prejudice to the foregoing provisions of the clause the parties shall agree whether to extend the period for performance of the contract or to cancel it.
16. LAW AND JURISDICTION
The construction validity and performance of the contract and matters pertaining thereto shall be governed in all respect by Irish Law and subject to the jurisdiction of the Irish Courts.