Interchem Terms and Conditions:

1. In these terms and conditions the following words shall have the following meanings: “The Company” shall mean Interchem (Ireland) Ltd. “The Customer” shall mean the person, firm or company offering to purchase the Goods from the Company. “The Goods” shall mean all or any of the products listed in a current Price list of the Company. The company may at its discretion designate certain goods, which will be supplied in applicable minimum size and or quantities only. 
2. (a) All business undertaken by the Company is undertaken on the terms and conditions herein contained, and any variation thereto will be binding on the parties hereto only if such variation is in writing and signed by the authorised representative on behalf of the Company. An order placed by any Customer is deemed to be upon the terms and conditions herein contained. 
   (b) The contractual rights which the Customer enjoys by virtue of Sections 12, 13, 14 and 15 of the Sale of Goods Act 1893 (as amended) are in no way prejudiced by anything contained in these terms and conditions save (if the Customer is not dealing as a consumer or in the case of an international sale of Goods) to the extent permitted by law. 
3. The Customer may place an order with the Company for the purchase of the Goods and such order will be deemed for all purposes an offer to purchase the Goods. The Company shall be entitled at it’s sole discretion at any time accept or reject all or part of such offer for any reason whatsoever and it shall not be bound to give the Customer any reason for so doing. No delay in delivering the goods shall give rise to a right by the Customer to treat the agreement as repudiated or to reject the Goods unless the cause of the delay in within the reasonable cause of the Company. 
4. The property in the Goods shall remain in the Company until the Company has received in full (in cash or cleared funds) all sums due to it in respect of: 
   (a).1 the goods; and (a).2 all other sums which are or become due to the Company from the Customer on any account. 
   (b) If the Customer shall sell or otherwise dispose of the Goods before payment in full has been made to the Company the Customer shall in such a case act on his own account and not as agent for the Company and shall on request furnish the Company with the names and addresses of the persons to whom such disposals have been made together with all the necessary particulars to enable the Company to recover any outstanding sums due from such persons. 
   (c) So long as the property in the Goods shall remain in the Company, the Customer shall hold the Goods as bailee for the Company and store the Goods so as to clearly show them to be the property of the Company and the Company shall have the right, without prejudice to the obligations of the Customer to purchase the Goods, to retake possession of the Goods (and for that purpose to go upon any premises occupied by the Customer). 
   (d) Nothing in this clause shall confer any right upon the Customer to return the Goods. The Company may maintain an action for the price notwithstanding that property in the Goods shall not have vested in the Customer. 
   (e) Not withstanding the provision of (a) above all the risks shall pass to the Customer on collection of the Goods by the Customer at the Customer’s premises and the Customer shall be responsible for the safe and suitable storage of the Goods. 
   (f) From when the risk of loss and damage to the Goods commences to be carried by the Customer until the Company is paid in full for the Goods, the Customer shall: (i) Indemnify and keep indemnified the Company against all loss of damage to the Goods and against any reduction in the re-sale value thereof below the price to be paid thereof by the Customer; (ii) Insure and keep insured the Goods in an amount at least equal to the price paid therefore by the Customer and (iii) Hold upon trust for the Company absolutely all proceeds of such insurance. 
5. Carriage will be charged on goods of net invoice value of less than €100. 
6. (a) In certain circumstances the Company may, if it thinks fit, agree in writing with the Customer that it shall take back some or all of the Goods sold to the Customer. In such circumstances the Company may at its absolute discretion credit the Customer with an allowance for the Goods returned subject to having been stored correctly as regards rotation of stock and in dry, clean and odour free conditions and capable of being resold. In general returns are governed by certain reasonable limitations. Not returnable are: Vaccines, Goods with less than 60 days shelf life to expire, Goods returned by other than the original purchaser, Goods with broken seals or in opened packages, Goods which have been involved in a fire sale, sacrifice or bankruptcy sale. An animal remedy that is Expired, Unused and Unopened if returned to Interchem for lawful disposal may attract a fee for such disposal. 
   (b) The Company’s liability for any claim, whether in contract, tort (including negligence) or otherwise, for any loss or damage arising out of or in connection with or resulting from the manufacture, sale, delivery, resale, replacement or use of any of the Goods shall in no case exceed the price paid by the Customer to the Company for the Goods which gives rise to the claim, plus expenses of customs, taxes and freight and insurance. 7 8 9 10 11 12 13 14 15 16 In no event shall the Company be liable for any loss of profits, or special or consequential damages suffered by the Customer, including interest charges. Nothing contained in this paragraph shall by implication create any liability or obligation on the part of the Company, or effect or diminish any disclaimer or liability elsewhere contained herein. 
7. (a) The Company shall deliver the Goods to the Customer at the entrance to his premises or warehouse and shall not be obliged to undertake any distribution, breaking down or stacking of the Goods within any premises or warehouse. (b) Any visible shortfall / damage in or change to the Goods delivered shall be noted on the Company’s delivery docket and countersigned by a representative of the carrier Company. The company must be notified within 3 days of delivery of any damage / shortfall in transit otherwise a complaint will not be entertained. 
8. (a) The Company shall after the sale of the Goods deliver to the Customer as soon as possible (usually with the goods) an invoice stating the type of Goods delivered. The Company shall also deliver electronically to the Customer at least once every month a statement showing the total amount then due by the Customer to the Company. (b) Unless otherwise agreed in writing, all prices shall be as specified in the Company’s price lists as published from time to time and shall be exclusive of VAT and any other applicable taxes or duties and the cost of any import or other licences or clearances. (c) The Company reserves the right at any time prior to sale of the Goods to adjust the price to take account of any increase in the costs to it of materials, labour and services or of any currency and services or of any currency fluctuations which increase the costs to it of imported into the Republic of Ireland, changes in delivery dates, changes in the normal route of or of the cost of carriage and transit or any delay caused by any instruction of the Customer or failure of the Customer to give the Company adequate information or instructions. 
9. The Customer shall pay the Company the due balance in the statement on or before the settlement date specified on the relevant invoice. Errors and overcharges on invoices when found to exist shall be rectified and allowed for in the next statement but shall form no grounds for delaying payment. If accounts are not settled on time the Company reserves the right to withhold further deliveries and to charge interest on outstanding balances in accordance with European Communities (Late Payment and Commercial Transactions) Regulations 2002 (SI388 of 2002).. The company’s preferred payment method is Direct Debit. 
10. Supplementary terms may be made available to different Customers at different times at the Company’s sole discretion bearing in mind the different functions, quantity or value of any Goods and other objective criteria designed to promote efficiency in supply or distribution and which are necessary in the legitimate interests of the Company’s business. 
11. The Company reserves the right to withhold the Goods from a Customer who has sold or offered for sale the Company’s Goods at a price that is less than the net invoice price (including VAT) payable to the Company and where the Customer has failed to give the Company an acceptable undertaking to discontinue so selling or offering for sale such Goods: 
12. (a) If the Customer,(i) fails to comply with any terms of the contract,(ii) commits an act of bankruptcy, makes an arrangement or composition with creditors or suffers any distress or execution or(iii) resolves or is ordered to be wound up or has a receiver appointed then, in any such event, the Company shall have the right (without prejudice to any other remedies) to cancel any uncompleted order and withhold or suspend delivery of further Goods, and to demand payment forthwith of all sums due by the Customer to the Company. 
    (b) The Company shall be entitled to charge the Customer with an amount equal to all cost and expenses (whether incurred pursuant to the issue of legal proceedings or not) incurred by the Company from the Customer which have not been paid within the time submitted to the Customer by a statement and thereupon such costs and expenses shall immediately become due to the Company. 
13. The Company shall not be under any liability of whatever kind for nonperformance in whole or in part of its obligations under the contract due to causes beyond the control of the Company’s suppliers including, but not limited to, war (whether an actual declaration thereof is made or not) sabotage, insurrection, riot or other act of civil disobedience, acts of the Customer or a third party, failure or delay in transportation, acts of any Government or any agency or sub-division thereof, Government regulations judicial actions, labour disputes, strikes, embargoes, illness, accident, fire, explosion, flood, tempest or other acts of God, delay in deliver to the Company may, without liability, cancel or vary the terms of contract including, but not limited to, extending the time for performing the contract for a period at least equal to the time lost by reason of such cases. 
14. A waiver by the Company of any of the forgoing conditions shall not constitute a general waiver of such or any condition. 
15. The Customer shall not assign or transfer or purport to assign or transfer to any other person the contract or the benefit thereof. 
16. This contract shall be governed and construed in all aspects in accordance with the laws of the Republic of Ireland 

Interchem Terms and Conditions:

1. In these terms and conditions the following words shall have the following meanings: “The Company” shall mean Interchem (Ireland) Ltd. “The Customer” shall mean the person, firm or company offering to purchase the Goods from the Company. “The Goods” shall mean all or any of the products listed in a current Price list of the Company. The company may at its discretion designate certain goods, which will be supplied in applicable minimum size and or quantities only. 
2. (a) All business undertaken by the Company is undertaken on the terms and conditions herein contained, and any variation thereto will be binding on the parties hereto only if such variation is in writing and signed by the authorised representative on behalf of the Company. An order placed by any Customer is deemed to be upon the terms and conditions herein contained. 
   (b) The contractual rights which the Customer enjoys by virtue of Sections 12, 13, 14 and 15 of the Sale of Goods Act 1893 (as amended) are in no way prejudiced by anything contained in these terms and conditions save (if the Customer is not dealing as a consumer or in the case of an international sale of Goods) to the extent permitted by law. 
3. The Customer may place an order with the Company for the purchase of the Goods and such order will be deemed for all purposes an offer to purchase the Goods. The Company shall be entitled at it’s sole discretion at any time accept or reject all or part of such offer for any reason whatsoever and it shall not be bound to give the Customer any reason for so doing. No delay in delivering the goods shall give rise to a right by the Customer to treat the agreement as repudiated or to reject the Goods unless the cause of the delay in within the reasonable cause of the Company. 
4. The property in the Goods shall remain in the Company until the Company has received in full (in cash or cleared funds) all sums due to it in respect of: 
   (a).1 the goods; and (a).2 all other sums which are or become due to the Company from the Customer on any account. 
   (b) If the Customer shall sell or otherwise dispose of the Goods before payment in full has been made to the Company the Customer shall in such a case act on his own account and not as agent for the Company and shall on request furnish the Company with the names and addresses of the persons to whom such disposals have been made together with all the necessary particulars to enable the Company to recover any outstanding sums due from such persons. 
   (c) So long as the property in the Goods shall remain in the Company, the Customer shall hold the Goods as bailee for the Company and store the Goods so as to clearly show them to be the property of the Company and the Company shall have the right, without prejudice to the obligations of the Customer to purchase the Goods, to retake possession of the Goods (and for that purpose to go upon any premises occupied by the Customer). 
   (d) Nothing in this clause shall confer any right upon the Customer to return the Goods. The Company may maintain an action for the price notwithstanding that property in the Goods shall not have vested in the Customer. 
   (e) Not withstanding the provision of (a) above all the risks shall pass to the Customer on collection of the Goods by the Customer at the Customer’s premises and the Customer shall be responsible for the safe and suitable storage of the Goods. 
   (f) From when the risk of loss and damage to the Goods commences to be carried by the Customer until the Company is paid in full for the Goods, the Customer shall: (i) Indemnify and keep indemnified the Company against all loss of damage to the Goods and against any reduction in the re-sale value thereof below the price to be paid thereof by the Customer; (ii) Insure and keep insured the Goods in an amount at least equal to the price paid therefore by the Customer and (iii) Hold upon trust for the Company absolutely all proceeds of such insurance. 
5. Carriage will be charged on goods of net invoice value of less than €100. 
6. (a) In certain circumstances the Company may, if it thinks fit, agree in writing with the Customer that it shall take back some or all of the Goods sold to the Customer. In such circumstances the Company may at its absolute discretion credit the Customer with an allowance for the Goods returned subject to having been stored correctly as regards rotation of stock and in dry, clean and odour free conditions and capable of being resold. In general returns are governed by certain reasonable limitations. Not returnable are: Vaccines, Goods with less than 60 days shelf life to expire, Goods returned by other than the original purchaser, Goods with broken seals or in opened packages, Goods which have been involved in a fire sale, sacrifice or bankruptcy sale. An animal remedy that is Expired, Unused and Unopened if returned to Interchem for lawful disposal may attract a fee for such disposal. 
   (b) The Company’s liability for any claim, whether in contract, tort (including negligence) or otherwise, for any loss or damage arising out of or in connection with or resulting from the manufacture, sale, delivery, resale, replacement or use of any of the Goods shall in no case exceed the price paid by the Customer to the Company for the Goods which gives rise to the claim, plus expenses of customs, taxes and freight and insurance. 7 8 9 10 11 12 13 14 15 16 In no event shall the Company be liable for any loss of profits, or special or consequential damages suffered by the Customer, including interest charges. Nothing contained in this paragraph shall by implication create any liability or obligation on the part of the Company, or effect or diminish any disclaimer or liability elsewhere contained herein. 
7. (a) The Company shall deliver the Goods to the Customer at the entrance to his premises or warehouse and shall not be obliged to undertake any distribution, breaking down or stacking of the Goods within any premises or warehouse. (b) Any visible shortfall / damage in or change to the Goods delivered shall be noted on the Company’s delivery docket and countersigned by a representative of the carrier Company. The company must be notified within 3 days of delivery of any damage / shortfall in transit otherwise a complaint will not be entertained. 
8. (a) The Company shall after the sale of the Goods deliver to the Customer as soon as possible (usually with the goods) an invoice stating the type of Goods delivered. The Company shall also deliver electronically to the Customer at least once every month a statement showing the total amount then due by the Customer to the Company. (b) Unless otherwise agreed in writing, all prices shall be as specified in the Company’s price lists as published from time to time and shall be exclusive of VAT and any other applicable taxes or duties and the cost of any import or other licences or clearances. (c) The Company reserves the right at any time prior to sale of the Goods to adjust the price to take account of any increase in the costs to it of materials, labour and services or of any currency and services or of any currency fluctuations which increase the costs to it of imported into the Republic of Ireland, changes in delivery dates, changes in the normal route of or of the cost of carriage and transit or any delay caused by any instruction of the Customer or failure of the Customer to give the Company adequate information or instructions. 
9. The Customer shall pay the Company the due balance in the statement on or before the settlement date specified on the relevant invoice. Errors and overcharges on invoices when found to exist shall be rectified and allowed for in the next statement but shall form no grounds for delaying payment. If accounts are not settled on time the Company reserves the right to withhold further deliveries and to charge interest on outstanding balances in accordance with European Communities (Late Payment and Commercial Transactions) Regulations 2002 (SI388 of 2002).. The company’s preferred payment method is Direct Debit. 
10. Supplementary terms may be made available to different Customers at different times at the Company’s sole discretion bearing in mind the different functions, quantity or value of any Goods and other objective criteria designed to promote efficiency in supply or distribution and which are necessary in the legitimate interests of the Company’s business. 
11. The Company reserves the right to withhold the Goods from a Customer who has sold or offered for sale the Company’s Goods at a price that is less than the net invoice price (including VAT) payable to the Company and where the Customer has failed to give the Company an acceptable undertaking to discontinue so selling or offering for sale such Goods: 
12. (a) If the Customer,(i) fails to comply with any terms of the contract,(ii) commits an act of bankruptcy, makes an arrangement or composition with creditors or suffers any distress or execution or(iii) resolves or is ordered to be wound up or has a receiver appointed then, in any such event, the Company shall have the right (without prejudice to any other remedies) to cancel any uncompleted order and withhold or suspend delivery of further Goods, and to demand payment forthwith of all sums due by the Customer to the Company. 
    (b) The Company shall be entitled to charge the Customer with an amount equal to all cost and expenses (whether incurred pursuant to the issue of legal proceedings or not) incurred by the Company from the Customer which have not been paid within the time submitted to the Customer by a statement and thereupon such costs and expenses shall immediately become due to the Company. 
13. The Company shall not be under any liability of whatever kind for nonperformance in whole or in part of its obligations under the contract due to causes beyond the control of the Company’s suppliers including, but not limited to, war (whether an actual declaration thereof is made or not) sabotage, insurrection, riot or other act of civil disobedience, acts of the Customer or a third party, failure or delay in transportation, acts of any Government or any agency or sub-division thereof, Government regulations judicial actions, labour disputes, strikes, embargoes, illness, accident, fire, explosion, flood, tempest or other acts of God, delay in deliver to the Company may, without liability, cancel or vary the terms of contract including, but not limited to, extending the time for performing the contract for a period at least equal to the time lost by reason of such cases. 
14. A waiver by the Company of any of the forgoing conditions shall not constitute a general waiver of such or any condition. 
15. The Customer shall not assign or transfer or purport to assign or transfer to any other person the contract or the benefit thereof. 
16. This contract shall be governed and construed in all aspects in accordance with the laws of the Republic of Ireland