Caring for your animal health and nutrition needs . . .

Unit 29, Cookstown Industrial Estate, Dublin 24
Phone: 01 451 8959 • Fax: 01 451 2540

General Terms and Conditions of Sale


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
(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
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
(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
5. Carriage may 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 their having been stored correctly as regards rotation of
stock and in dry, clean and odour free conditions. In general returns are
governed by certain reasonable limitations. Not returnable are: Vaccines,
Goods with less than 45 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.
(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
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
(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 an invoice stating the type of Goods delivered. The
Company shall also deliver to the Customer at least once every month a
statement showing the total amount then due by the Customer to the
(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 statement. 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 at. 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
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.

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