Retailer Terms and Conditions – Accessories Ireland

Definitions

"The Company" means Core Products Europe Limited, incorporated and registered in Ireland with company registration number 467960 and VAT number IE 9515397G, whose registered office is at Office 6, Limestone House, Drogheda Street, Balbriggan, Dublin, K32 E951;

"The Buyer" means the person, firm or company ordering or buying the Goods from the Company;

"The Goods" means the goods, excluding PAYG SIM cards, the subject matter of the relevant order or contract for sale.

"Contract" The contract for the provision of Goods by the Seller to the Buyer in accordance with these Conditions.

1. Basis of Sale
   1. These Conditions apply to the sale of Goods entered into by the Company. By placing a Purchase Order with the Company or by way of an acceptance of any quotation, the Buyer agrees to deal with the Company on these Conditions and to the exclusion of all other Terms and Conditions which the Buyer purports to apply.
   2. No contract in respect of the Goods between the Company and the Buyer shall exist until the Buyer’s order has been accepted by the Company. The Company may accept the Buyer’s order by formal order acknowledgement.
   3. The Buyer is responsible for the accuracy of Purchase Orders , the Buyer will be liable for any additional costs incurred to the Company for such errors.
   4. The Buyer can only cancel an order (or any part of an order) which the Company has already accepted, with the Company’s agreement prior to dispatch and the Buyer must request proof from the Company by written confirmation of the cancelation.
   5. Any typographical, clerical or other error or omission in any sales literature inclusive of quotation, price list, invoice or any other document issued by the Company shall be subject to correction without liability.
2. Price/Quotation
   1. Quoted prices will include the cost of packaging as discussed or stated at point of sale but will exclude delivery, insurance and VAT, if applicable.
   2. The Company reserves the right to amend its quoted prices at any time prior to the date of dispatch to reflect any additional cost to the Company beyond its control.
   3. The Buyer is wholly responsible for any customs tariffs or similar charges.
   4. Where a price is quoted in a currency other than UK Sterling, the Company reserves the right to modify the amount quoted in respect of exchange rate movements, up to the point of dispatch.
3. Promotions and Special Offers
   1. The Company may change or withdraw any promotion or special offer at any time.
   2. Promotional Discount Codes:
      • are valid only for orders placed online;
      • are limited to one code per order;
      • cannot be used with any other promotion;
      • apply only to the products, discount, value or offer specified;
      • may exclude certain products, as stated in the relevant promotion; and
      • are valid only for the specified period or until withdrawn.
4. Delivery, Risk & Performance
   1. Any dates quoted for the delivery of Goods are approximate only and in which case the Company shall not be liable whatsoever for any delay (whether caused by negligence of any employees, agents or otherwise) in delivery of Goods. Specific timing of delivery should be agreed prior to dispatch in writing between the Company and the Buyer.
   2. Should delivery be suspended at the request of, or delayed through any default of, the Buyer for any period of time the Company shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.
   3. The Company may deliver the Goods by separate instalments. Each instalment shall be a separate contract and no cancellation or termination of any one contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other contract or instalment.
   4. If for any reason the Buyer fails to accept delivery of any of the Goods when they are delivered on behalf of the Company, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licenses or authorisations, additional charges that apply to the Goods shall pass to the Buyer.
   5. Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
   6. Whilst the Company will use its best endeavours to deliver the Goods in accordance with the Buyer’s requirements, the Company will not be liable for any consequences of late delivery howsoever caused.
   7. The Buyer shall ensure that the Goods are inspected on delivery or collection and if the Goods are damaged or not of the entire quantity then it is the responsibility of the Buyer to notify the Company within two working days of receipt of Goods to log such claims, if claims are made outside of this time frame then the Company will not be held liable.
5. Payment and Credit
   1. The Company reserves at all times the right to refuse, at its absolute discretion, to supply Goods on credit or otherwise to the Buyer and shall not be required to provide any reason for the refusal to supply such Goods.
   2. If granted credit, the Buyer will be given payment terms at the absolute discretion of the Company.
   3. If payment is not made in full according to these terms, the Company will withhold any amounts due to the Buyer against this debt, including commission due.
   4. Notwithstanding the provisions of clause 4.3 above, the Company reserves it right to apply interest on overdue amounts at the annual rate of 2% above the European Central Bank base rate from time to time, accruing on a daily basis until payment is made, whether before or after any judgment.
   5. In addition to other rights conferred in this agreement, including but not limited to section 5, the Company reserves its right to take action to recover overdue debt due from the Buyer to the Company. Core reserves the right to apply the reasonable costs incurred in recovering overdue monies, to the outstanding debt.
   6. Payment may be made by the methods advised to the Buyer at the time of ordering.
6. Passing of Property
   1. Notwithstanding the earlier passing of risk, title of the Goods shall remain with the Company and not pass to the Buyer (who shall, nevertheless, subject to the Conditions stated, be entitled to resell them as principal only, in the ordinary course of business) until the Company has received in cash or cleared funds payment in full of the price of the Goods and of all other debts for any other goods or services owed to it by the Buyer on any account. Until title passes:
      1. the Buyer shall hold the Goods as bailee for the Company, insure them with a reputable insurer against loss or damage for their full replacement value (and at the Company’s request provide evidence as to the existence of and sufficiency of such insurance), ensure that goods are not defaced, destroyed or obscure any unpaid goods and to maintain them in a satisfactory condition, and ensure that they are at all times clearly identified as the Company’s property;
      2. the Company shall be entitled at any time on demand to;
         1. repossess, remove from other equipment (without being liable for any damage thereby occasioned) and sell all or any of the Goods and thereby terminate (without any liability to the Buyer) the Buyer’s right to use or sell them, and
         2. enter any premises where the Goods are located for the purpose of inspecting or repossessing them.
   2. The Company shall, without prejudice to any other remedy, be entitled to maintain an action for the price of the Goods although title in them has not passed to the Buyer
   3. The Company transfers to the Buyer only such title and rights of use as the Company has in any goods and in the case of material provided by any third party shall transfer only such title and rights as that party had and has transferred to the Company.
7. Return of Goods
   1. It is the responsibility of the Buyer to ensure that any Goods returned to the Company have been authorized by the Company by prior arrangement. The Company will issue a Returns Authorisation Number in which the Buyer should clearly mark on the packaging prior to return.
   2. All Goods returned should be fit for sale on their return as they were on their delivery or the Company has the right to reject their return.
   3. Non defective, undamaged goods will only be accepted back where they have not been supplied to order.
   4. In respect of any Goods supplied by the Company but manufactured by third parties, the benefit of any warranties or guarantees given to the Company by such manufacturer or suppliers will wherever practicable be passed to the Buyer subject to the Conditions upon which they were given.
8. Electrical Waste (WEEE) Compliance
   1. The Buyer confirms it will comply with Ireland's electrical waste (WEEE) rules for the products it buys from the Company, including registering with a WEEE compliance scheme (such as WEEE Ireland or ERP Ireland) where required, and offering customers a way to return old electrical items when they buy a new one. The Buyer will not remove or cover up any recycling symbols or markings on the products or packaging.
   2. The Buyer agrees to cover any fines or costs incurred by the Company as a direct result of the Buyer not meeting its obligations under this clause.
9. Limitation of Liability
   1. The Company shall not be liable under any circumstances for any special, consequential, incidental, punitive or exemplary damages arising out of or in any way connected with the agreement to sell the Goods to the Buyer or the Goods, including but not limited to, damages for lost profits, loss of business, depletion of goodwill, loss of use, lost data or for any damages or sums paid by the Buyer to third parties, even if the Company has been advised of the possibility of such damages. The foregoing limitation of liability shall apply whether any claim is based on principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise.
10. Force Majeure
    1. Without prejudice to the generality of any of the foregoing Conditions the Company shall not be liable for any loss or damage caused by the non performance or in the delay of its performance of any of its obligations hereunder if the same is occasioned by any cause whatsoever which is beyond the Company's control, including but not limited to acts of God, war, civil disturbance, requisitioning, import or export regulations, strike, lock out or trade dispute, difficulties in obtaining materials, breakdown of machinery, fire or accident should any such event occur the Company may cancel or suspend the contract without incurring any liability for any loss or damage thereby occasioned.
11. Alterations and Modifications
    1. The Company may carry out from time to time and without notice to the Buyer alterations or improvements in construction or design, specification, materials or manner of manufacture of the Goods.
    2. These Conditions are subject to change at anytime without prior notification to the customer, however updates will be provided by the Company on request from the Buyer.
12. Severance
    1. If any provision of these Conditions (or any part of any provision) are found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required. Be deemed not to form part of this Agreement, and the validity and enforceability of the other provision of this Agreement shall not be affected.
    2. If a provision of this Agreement (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
13. Governing Law and Jurisdiction
    1. The Contract shall be governed by Irish law and the parties consent to the exclusive jurisdiction of the courts of Ireland in all matters connected with the Contract.
    2. The headings of conditions are for convenience of reference only and shall not affect their interpretation.
14. Intellectual Property and Confidentiality
    1. Nothing in these Conditions conveys the Buyer any right to use or recreate the Core or any other brand associated with the Goods other than within the packaging provided.
    2. The Buyer warrants that it will not repackage the Goods unless agreed, in writing, with Core.
    3. Both parties agree not to share any confidential information with any other party unless required by law.
15. Third Party Rights
    1. A person who is not a party to these Conditions shall have no right to enforce any term of the Contract. This does not affect any right or remedy of a third party that exists independently of the Contract.
16. No Partnership or Agency
    1. Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, nor authorise a party to make or enter into any commitments for or on behalf of the other party.
17. Assignment
    1. These Conditions are personal to the parties and no party shall, without the prior written consent of the other party, attempt to assign any rights or obligations under or arising out of this Conditions.