Terms and Conditions

1. Interpretation:

Agreement means the agreement between the Vendor and the Purchaser for the supply of Goods by the Vendor to the Purchaser and shall be constituted by these Terms and Conditions of Sale, the Vendor’s order confirmations and if any, the Credit Agreement and Guarantee.

Back Order means an order placed by the Purchaser where the goods are not currently in stock but which will be delivered to the Purchaser as soon as they become available.

Credit Arrangement means the credit terms available to the Purchaser pursuant to an application by the Purchaser for the provision of Goods on credit submitted to the Vendor using the Vendor’s standard application form and accepted in writing by the Vendor.

Conditions means the conditions of sale set out in this document and any special and/or additional conditions agreed in writing by PharmaCare Distribution Limited.

Customer Service Centre means the office where the Vendor’s staff receive orders from Purchasers over the telephone, facsimile or e-mail.

Good or Goods means the goods and services agreed to be supplied by the Vendor and purchased by the Purchaser pursuant to the Agreement.

Invoice date means the date of issue of the Vendor’s invoice.

Invoice Price means the price payable by the Purchaser for Goods supplied by the Vendor as stated on the invoice supplied to the Purchaser.

Price List means a hard copy price list supplied by the Vendor to the Purchaser which may be varied or amended periodically at the Vendor’s discretion.

Proof of Delivery (POD) means the form signed by the Purchaser on delivery of the Goods verifying the quantity and description of the Goods delivered.

Purchaser means the person, firm or company or agent thereof who places orders for Goods with Pharma Care Distribution Limited and which are accepted by the Vendor.

Vendor means PharmaCare Distribution Limited of Unit 16, Monahan Business Park, Monahan Road, Cork, Companies Office Number : 538196

2. Construction Of Conditions

  1. These conditions shall apply to all contracts for sale of Goods by the Vendor to the Purchaser to the exclusion of all other terms and conditions including any which the Purchaser may purport to apply under any purchase order, confirmation of order or any such similar document.
  2. No variation or addition to these Conditions shall be effective unless agreed in writing by an authorised representative of Pharma Care Distribution Limited
  3. The Vendor’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Vendor in writing and in entering into the contract the Purchaser acknowledges that it does not rely on any such representations which are not so confirmed.
  4. Any typographical, clerical or other error or omission in any sale literature, quotation, price list, acceptance offer, invoice or other document or information issued by the Vendor shall be subject to correction without any liability on the part of the Vendor and without any prior notification. The views and opinions expressed in any sales literature or on the Vendor’s website are the views of the contributors and should not be taken necessarily as fact.
  5. Acceptance of delivery of Goods shall be deemed conclusive evidence of the Purchaser’s acceptance of these Conditions.

3. Orders

  1. In order to purchase the goods the following process options must be undertaken by the Purchaser. The Purchaser shall be required to either:
    a) place with the Vendor a written purchase order setting out an order number, the Vendor’s Quotation number (where applicable), full description of the Goods to be purchased, the delivery date, delivery point and any other information required by the Vendor; or
    b) instruct an employee or agent of the Vendor in person, providing a full description of the Goods to be purchased, the delivery date, delivery point and any other information required by the Vendor, wherein the order will be submitted via electronic means to the Customer Care Centre and an automated email will be issued to the Purchaser confirming the availability and approximate delivery dates of any such Goods;
    The purchase order may be accepted or rejected by the Vendor at its discretion.
  2. When placing an order, the Purchasers order is subject to availability.
  3. Where stock is not immediately available the order is confirmed as a Back Order
  4. If Goods are required by a certain time then this should be displayed clearly on the purchase order or notified to the Vendor’s employee or agent and may carry an additional charge which is calculated at the time of the order being received.

4. Prices and Quotations

  1. Quotations from the Vendor are valid for a period of thirty (30) days (unless otherwise stated) from the date of issue. Prices given in any quotation by the Vendor are applicable to that quotation only and will not apply in any other instances. A quotation from the Vendor is not an offer to sell.
  2. The Price for the Goods shall be the Invoice Price which will reflect the current price at the date of dispatch.
  3. Any conditions or terms of purchase submitted by the Purchaser deviating from or inconsistent with the Agreement will not bind the Vendor, notwithstanding any statement by the Purchaser in its purchase order that its terms and conditions prevail over the Agreement.
  4. The Vendor may at its discretion, as a condition of acceptance of a purchase order require the Purchaser to provide to the Vendor a cash deposit, personal guarantee, bank guarantee or enter into a Credit Arrangement prior to delivery of the Goods.
  5. All prices are exclusive of VAT for which the Purchaser shall be additionally liable at the applicable rate at the time of invoice.
  6. Copies of the Vendor’s current price list are available on request.

5. Payment

  1. Terms of payment are strictly 30 days from date of invoice, unless alternative terms have been agreed in writing by the Vendor.
  2. Time for payment shall be of the essence and any failure to pay shall entitle the Vendor as its option to;
    a) treat the contract as repudiated by the Purchaser; or
    b) appropriate any payment made by the Purchaser to such of the Goods as the Vendor may think fit, notwithstanding any purported appropriation by the Purchaser; or
    c) delay, suspend or cancel any future delivery or deliveries and/or to limit the amount of, or refuse the grant of, credit to the Purchaser.
    These remedies are available to the Vendor without prejudice to any other remedy that the Vendor may have.
  3. The Vendor reserves the right to charge interest on overdue invoices and this shall accrue on any unpaid amounts from the date when payment becomes due at 2 per cent per annum above the Central Bank of Ireland base rate from time to time until the date of payment (a part of a month being treated as a full month for the purpose of calculating interest) to accrue both before and after any judgement.
  4. All invoices shall be paid in full, free from ay deduction for any set –off, counterclaim or otherwise howsoever, unless otherwise agreed in writing with the Vendor and all cheques shall be made payable to Pharma Care Distribution Limited.

6. Cancellation of orders accepted by the Vendor

  1. Purchase orders may not be altered or cancelled without the prior written consent of the Vendor. If the Vendor agrees to alter or cancel the purchase order, the Purchaser will indemnify the Vendor against any loss, damage and expense incurred by the Vendor in relation to the cancellation or alteration of that purchase order including the cost of return freight, return shipping to factory of origin, items purchased from third parties for inclusion in the Goods and all labour and engineering costs incurred by the Vendor in the execution or part execution of the Goods and including compensation to any supplier of the Vendor and loss of profit.

7. Delivery and Storage

  1. All quoted delivery dates are estimates only. The Vendor is not obliged to meet such dates and will not be liable to the Purchaser by reason of delays caused by any reason whatsoever.
  2. Time of delivery shall not be of the essence and the Vendor shall not be liable for any losses, costs, damages or expenses by the Purchaser or any other person or company arising directly or indirectly out of any failure to meet any estimated delivery date.
  3. The Vendor is deemed to have delivered the Goods when the Goods are made available to the Purchaser for physical collection by or on behalf of the Purchaser at the Vendor’s nominated delivery point (“Delivery”). Any loading or unloading shall be the Purchaser’s responsibility, unless otherwise agreed in writing by the Vendor.
  4. On Delivery of the Goods, the Purchaser is required to sign a POD Form verifying the quantity and description of the Goods delivered.
  5. The Vendor reserves the right to arrange carriage of the Goods via a third party carrier on such terms as the Vendor shall determine in its sole discretion.
  6. Alternative arrangements with regard to the delivery of Goods may be agreed in writing with the Vendor and all additional costs incurred by the Vendor in connection with such arrangements shall be borne by the Purchaser.
  7. The carrier’s first attempt to deliver the Goods shall be considered delivery of the Goods and unless otherwise agreed in writing by the Vendor all deliveries can take place up until 5pm.
  8. Unless otherwise agreed, the Vendor may deliver by instalments and in such case each instalment shall be treated as a separate contract and any delay, default or non-delivery in respect of any instalment by the Vendor shall not entitle the Purchaser to cancel the remainder of the contact.
  9. The Vendor reserves the right to charge for delivery. Standard delivery is 1-2 working days from the receipt of order. Express delivery, specified timed delivery or small order for Goods will each incur additional charges.

8. Title and Risk

  1. Title of the Goods shall remain with the Vendor until all monies owing to the Vendor by the Purchaser have been paid in full (whether such monies are payable under a specific contract or any other account whatsoever).
  2. Until such time that the Purchaser has paid in full all monies owing to the Vendor, the Purchaser shall:
    a) keep the Goods stored separately and marked so that they are clearly and easily identifiable as the Vendor’s property;
    b) hold the Goods as bailee for the Vendor subject to its right to deal with the Goods in the ordinary course of the Purchaser’s business; and
    c) indemnify the Vendor against any claim arising out of the possession, use and disposal of the Goods by the Purchaser or repossession or attempted repossession by the Vendor.
  3. If:
    a) a payment is not made in accordance with the Agreement; or
    b) the Purchaser commits any other breach of the Agreement; or
    c) the Purchaser becomes bankrupt or has an administration, receiver or a receiver and manager appointed or goes into liquidation, whether voluntary or otherwise, or is wound up or dissolved or declared insolvent;the Vendor may at any time, without prior notice to the Purchaser and without prejudice to any other rights which it may have against the Purchaser:i) Terminate the Agreement and the bailment referred to in Clause 7.1; and/or suspend some or all its obligations under the Agreement with the Purchaser; and/or
    ii) Suspend some or all its obligations under the Agreement with the Purchaser: and/or
    iii) Enter upon any premises owned or occupied by the Purchaser where the Vendor reasonably believes the Goods may be stored and repossess the Goods without being liable for any damages caused to the extent permitted by applicable law.
  4. The Purchaser shall not be entitled to pledge or in any way charge, by way of security for any indebtedness, any of the Goods which remain the property of the Vendor, but if the Purchaser does so all monies owing by the Purchaser to the Vendor shall (without prejudice to any other right or remedy the Vendor) immediately become due and payable.
  5. The risk in Goods shall pass to the Purchasers either upon Delivery (which includes delivery by a third party carrier) to the Purchaser’s address or where the Purchaser agrees to collect the Goods, when the Goods are dispatched from the Vendor’s premises.
  6. The Purchaser must keep the Goods insured against all risks for Goods of that kind from the time the risk in the Goods passes to the Purchaser until the time title to the Goods passes to the Purchaser.

9. Warranties and Liabilities

  1. To the maximum extent permitted by the law, the Vendor makes NO WARRANTIES OR REPRESENTATIONS to the Purchaser except to the extent set out in the Agreement. The terms of this Agreement are in lieu of all other conditions warranties and other terms concerning the supply or purported supply of, or failure to supply or delay in supplying any Goods which might but for this Clause have effect between the Vendor and the Purchaser or would otherwise be implied or incorporated into this Agreement or any collateral contract, whether by statute common law or otherwise (including implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or as to the use of reasonable skill and care) all of which are hereby excluded.
  2. The original Manufacturer’s Warranty shall apply to Goods not manufactured by the Vendor. This shall be the only warranty provided by the Vendor to the purchaser in respect of Goods not manufactured by the Vendor. In the event that the Vendor does supply Goods which it manufactures, a warranty will be provided in respect of those products alone. In respect of Manufacturer’s Warranty and Vendor’s Warranty during any applicable warranty period for any Goods supplied by the Vendor (the “Warranty Period”), to the extent permitted by law, the Purchaser’s sole remedy with respect to a breach of warranty will be the repair or replacement by the Vendor (as the Vendor may elect) of any such defective Goods at the Vendor’s expense and provided a written notice of defect is received by Vendor within the Warranty Period. The replacement or repaired Goods shall be covered by the unexpired portion of the Warranty Period in respect of the original Goods or for a period of ninety (90) days, whichever is the greater. The Vendor’s maximum liability under this Agreement, shall not exceed the cost of replacement (at the Vendor’s option) or the price paid by the Purchaser for such Goods.
  3. Liability outside Warranty Period: Where any valid claim in respect of any of the Goods which is based on any defect in the quality or conditions of the Goods or their failure to meet specification is notified to the Vendor in accordance with these conditions, the Vendor shall be entitled to replace the goods (or part thereof) free of charge or at the Vendor’s sole discretion, to refund the Purchaser the price of the Goods, but the Vendor shall have no further liability to the Purchaser.
  4. The liability of the Vendor under the Agreement will be reduced by the amount of any contributory loss or damage to the extent caused by an act or omission of the Purchaser.
  5. To the maximum extent permitted by law, the Vendor has no liability (whether that liability arises under contract, tort, equity, statute or otherwise) for any loss, damage whether indirect or consequential or loss of profits, opportunity, revenue, goodwill, bargain, production, contracts, business or anticipated savings, corruption or destruction of data or for any indirect or special damages

10. Returns of Goods and Credit

  1. The Purchaser is deemed to have accepted the Goods to its full satisfaction unless it makes a claim in accordance with clause 9.2.
  2. The Purchaser shall be obliged to carefully inspect the Goods delivered without delay after their delivery. This shall also apply if the Vendor delivers them to a third party at the instruction of the Purchaser. The Goods delivered shall be considered as approved, if a defect or shortage which a careful inspection would have revealed is not reported within 5 working days after delivery in writing.
  3. If the Purchaser has Goods for return these must be pre-authorised by the Vendor before actual return. Upon request, the Purchaser will be given a Returns Authorisation number by the Vendor.
  4. The Goods returned must be accompanied by a dispatch note stating the Vendor’s original Dispatch Docket number, Returns Authorisation number and reason for return.
  5. The Goods returned (at Purchaser’s risk) will be credited if the goods are of currently stocked and not in a discontinued line, in a saleable condition and in their original packaging when received by the Vendor.
  6. Any Goods in respect of which any claim of defect or damage is made by the Purchaser shall be preserved by the Purchaser intact at the Purchaser’s risk and shall at the request of the Vendor be:
    a) retained by the Purchaser for a reasonable period to enable the Vendor or its agent to inspect the Goods; or
    b) collected from the Purchaser by the Vendor if the Goods are defective; or
    c) returned (carriage paid) by the Purchaser to the Vendor’s depot as notified to the Purchaser.
  7. The Purchaser may not return any Goods to the Vendor unless it has complied with clauses 9.1, 9.2 and 10.2 and has done all things necessary to permit the Vendor to examine the Goods to the Vendor’s satisfaction within that period.
  8. Any goods returned for credit will be liable to incur the following handling charges –
    a) 0 – 90 days – 25% ; b) 90 – 180 days – 50%; In excess of 180 days – at sole discretion of the Vendor.

11. Miscellaneous

  1. The Vendor’s delay or failure to insist upon strict performance of any provision of these Conditions shall not be deemed a waiver of its rights or remedies in respect of any present or future default of the Purchaser in performance or compliance with any of these Conditions.
  2. The Vendor shall not be liable for any failure to fulfill or any delay in fulfilling any obligation arising from the Agreement if the failure or delay has been caused directly or indirectly by lack of instruction/s from the Purchaser, stock shortage(s), industrial dispute or breakdown, war or other civil commotion, terrorism, strikes, lockouts, stoppages and restraints of labour, breakdown of machinery, inability to obtain raw materials or fuel, fire or explosion, any government action, any act of God or any other cause beyond the reasonable control of the Vendor and not a consequence of the Vendor’s negligence.
  3. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
  4. The Agreement shall be governed by the laws of Ireland and the Purchaser agrees to submit to the exclusive jurisdiction of the Irish courts.