General Terms and Conditions of Sale and Delivery

General terms and conditions of sale and delivery of Covetrus IE Ltd, with its registered office at Unit 2 Annacotty Business Park, Annacotty, Limerick, V94 YW71 Ireland, registered in Ireland under number 40375

 

Article 1: Applicability

1. All offers made by us and/or to us, all agreements concluded with us as well as the execution thereof and all other obligations with us, are exclusively subject to these general terms and conditions. The applicability of general terms and conditions used by the other party, by whatever name, is hereby explicitly rejected.
2. Deviations from these general terms and conditions can only be agreed in writing and only apply after explicit written confirmation thereof by us.
3. In these general terms and conditions, “us” or “we” and/or “Covetrus” means Covetrus IE Ltd.

 

Article 2: Offers, orders, formation of agreements and modification

1. All offers made by us to the other party are without obligation, unless otherwise agreed. The prices in the offers are based on the prices applicable on the day we made the offer.
2. All price lists, brochures and other data provided with an offer are as accurate as possible but are only binding for us if expressly confirmed by us in writing in the offer. Documents provided to the other party remain our property at all times and may not be copied, made available to a third party or shown.
3. To determine the content of the agreement, the offer made by us or, if different, the order confirmation shall be decisive.
4. For agreements, deliveries and orders for which no written offer or order confirmation has been made, the invoice and/or packing slip shall also be considered as order confirmation, which shall also be deemed to reflect the agreement correctly and in full.
5. Changes to the agreements concluded with us must be communicated to us in writing and shall not apply after they have been confirmed by us in writing to the other party.
6. Agreements are concluded with us if offers made by us are accepted by the other party in writing or, in the absence of written acceptance, we have started executing the order.

 

Article 3: Delivery

1. Where a model, sample, drawing or example and/or other data have been provided by Covetrus to the other party, these are provided by way of indication only. The products to be delivered may differ from the sample, model or example, unless it has been expressly agreed in writing that delivery will be made in conformity with the sample, model or example shown or provided.
2. Unless otherwise agreed, deliveries are free with an order in excess of €100. Where a special service such as express delivery or weekend delivery, the extra cost will be charged.
3. Unless otherwise agreed in writing, for deliveries in Ireland, the goods shall be entirely at the risk of the consignor until the time of receipt. For deliveries ex works, the risk from the time of dispatch is for the account of the buyer, unless expressly agreed otherwise in writing.
4. The method of transport, packaging and insurance shall be determined by us, if no further instructions have been provided to us by the other party.
5. A stated delivery time is always indicative, unless expressly agreed otherwise in writing.
6. Only if a delivery period has been expressly agreed in writing as binding, the other party shall be entitled to dissolve the contract if we have not delivered the ordered goods within that period.
7. A delivery period starts from the moment the agreement is concluded in accordance with Article 2 of these General Terms and Conditions.
8. We shall be entitled to deliver in parts, which parts may be invoiced separately. The other party shall be obliged to pay all partial deliveries in accordance with the provisions of article 6 of these conditions.
9. Goods will not be accepted for return without the previous written authorisation of Covetrus. In no circumstances can goods be accepted for credits or exchange if the containers have been opened, part used, or the labels or seals broken.
10. In accordance with HPRA guidelines cold chain pharmaceutical product (fridge items) can only be returned as follows: Customer must contact the Company Customer Services Department within 24 hours of the delivery to log the return and to arrange collection of the goods. The goods must be in the Company’s possession within 5 days from delivery and a signed Veterinarian’s statement is required to confirm product was stored between +2°C and +8°C (degrees Celsius). Additionally, if goods are returned outside 48 hours, temperature documentation (printed temperature records) must also be provided by Customer

 

Article 4: Transfer of rights

Covetrus may at any time transfer, in whole or in part, its rights and/or obligations under the agreement(s) with the other party to a third party or provide security in any way, to which the other party hereby grants its consent.

 

Article 5: Prices

1. All agreed prices are based on the level of cost-determining factors at the time of concluding the agreement and are exclusive of VAT.
2. We reserve the right to change prices. Unless otherwise agreed in writing and insofar as orders given have not already been delivered, the other party has the right to cancel the order within 5 days of the announcement of the price change, unless it is to the other party’s advantage.
3. In case of cancellation, the other party shall be obliged to compensate us for the work already carried out by us or third parties engaged by us or the work otherwise performed by us on the basis of the prices applicable before the increase.
4. We are entitled to charge for orders/shipments/deliveries.

 

Article 6: Payment

1. Except where goods are sent on C.O.D. terms, or unless otherwise stated, payment shall be due 30 days from the date of the invoice.
2. Unless otherwise agreed, payment shall be made, without suspension, discount and/or set-off, in accordance with the payment condition stated on the invoice.
3. If the other party has not paid the invoice in full within the agreed payment term, statutory interest will be charged on the outstanding amount from the invoice date.
4. If we assign the claim to a third party for collection, the other party shall be obliged to pay all associated – actual – judicial and/or extrajudicial costs.
5. Covetrus is always entitled to set off all claims of the other party against Covetrus that are capable of being valued in money against claims of Covetrus and/or its affiliates in any way, against the other party.

 

Article 7: Ownership

1. All goods delivered and to be delivered by us shall remain our property until the other party has complied with all his obligations towards us in respect of the relevant, previous and subsequent deliveries, in respect of additional work performed or to be performed by us, as well as in respect of our current and future claims on the other party on account of failure by the other party to fulfil his obligations towards us.
2. The goods delivered may be resold or used by the other party in the context of its normal business operations, but as long as ownership of the goods has not passed to the other party, the other party shall not be entitled to dispose of the goods in any way, encumber them with a limited security or (enjoyment) right, or otherwise withdraw them from our recourse.
3. The other party is obliged to inform us immediately in writing if third parties assert rights to the goods still in our ownership.
4. If Covetrus claims the items subject to the retention of title as its property pursuant to this clause, Covetrus’ claim against the other party up to the total amount owed by the other party to Covetrus will be reduced by the market value of the items so repossessed at the time of repossession. For that market value, the other party will receive a credit invoice from Covetrus which may be offset by the other party against Covetrus’ claim against the other party. This market value is equal to the purchase price realised from the private or public sale of these items to third parties, all at Covetrus’ discretion.

 

Article 8: Industrial/intellectual property

1. All industrial and intellectual property rights attached to our goods shall, as far as legally possible, be owned by us or under licence. Unless expressly agreed otherwise, no right of use and/or licence is granted by us to the other party in respect of industrial and intellectual property rights that are owned by us or under licence.
2. Without our prior written consent, the other party is not allowed to make any changes to the goods or their packaging and/or to apply its own brand(s) or trade name/names or other changes to them or otherwise infringe or damage our industrial and intellectual property rights.

 

Article 9: Complaints

1. The other party is obliged to ascertain that the goods delivered correspond to the order and our packing list, as well as to check the delivered goods for visible damage to the packaging and/or contents, and to report any deviations and/or damage on the packing list and/or other transport documents. Failing this, the other party shall be deemed to have approved the delivered goods.
2. Complaints, also with regard to invoices, must be submitted to us in writing within 3 business days of delivery and of any non-delivery within 10 business days of the date of invoice or notification of dispatch (whichever is earlier) otherwise no claims can be entertained, and the purchaser will be liable for the full invoice price of the goods.
3. Filing a complaint shall never be a reason for suspending the other party’s obligations towards us.
4. If we find the complaint well-founded, we are obliged to redeliver the ordered goods correctly as soon as possible, without however being liable to compensate the buyer for any damage. Defects in delivery shall not entitle the buyer to demand dissolution of the contract.
5. Before proceeding with subsequent delivery as referred to in paragraph 4, the Buyer must return the delivered goods, which were found not to be in order, to give us the opportunity to assess the correctness of the complaint/claim.
6. We will only bear the costs of return if we have agreed to the return and the complaint is found to be justified.
7. We are entitled to charge for returns made at the customer’s request.

 

Article 10: Warranty

1. We guarantee the soundness of the goods delivered by us to the other party until the best-before date indicated on the goods or their packaging. Failing this, the guarantee provisions as issued by the relevant manufacturer shall apply.
2. If the goods or the packaging are damaged or destroyed due to improper handling, incorrect storage or other external influences, apparently not in our warehouse, the guarantee lapses. The guarantee shall also lapse if the other party fails to use the goods in accordance with the regulations made known to it for that purpose.
3. The use of the goods by the other party outside the use indicated and/or advised by us will be at the expense and risk of that other party.

 

Article 11: Termination

1. In cases where the other party is
   1. in – provisional – suspension of payments or is declared bankrupt;
   2. dies or is placed under guardianship;
   3. the debt restructuring scheme is declared applicable;
   4. fails to pay an invoice amount or part thereof within the time limit set for it;
   5. ceases or transfers his business or a significant part thereof, including the contribution of his business to a company to be incorporated or already existing;

   The mere occurrence of one or more of the aforementioned circumstances shall entitle us to terminate the agreement unilaterally, without judicial intervention, in whole or in part, without being liable for any compensation and without prejudice to any further rights to which we may be entitled.

2. In order to be able to exercise our right to take back the goods referred to in the previous paragraph, the other party grants us permission, now for then, to enter the sites and buildings where the goods are located – or have them entered – for that purpose.
3. It is the responsibility of the buyer to inform Covetrus if at any time their licence/registration expires and has not been renewed, is limited, revoked, cancelled or no longer associated with said account. If the buyer’s licence/registration is expired and has not been renewed, the agreement shall be terminated unilaterally, without judicial intervention, in whole or in part, without being liable for any compensation and without prejudice to any further rights to which we may be entitled.

 

Article 12: Force majeure

1. Force majeure on the part of Covetrus here means any force majeure independent of our will or whether or not unforeseen and/or foreseeable circumstances as a result of which fulfilment of the agreement can no longer reasonably be demanded of us by the buyer.
2. Force majeure on our side shall in any case include: strikes, factory sit-ins, excessive absenteeism of personnel, transport difficulties, riots, acts of war, fire, water damage, defects to machinery, disruptions in the supply of energy, government measures including in any case import and export restrictions, quota restrictions, sales bans and all other disruptions to business, all at our company or at our suppliers, as well as default by our suppliers as a result of which we cannot reasonably be expected to fulfil our obligations (any longer) towards the Buyer or our suppliers, as well as non-performance by our suppliers, as a result of which we cannot (or can no longer) reasonably fulfil our obligations towards the buyer.
3. In the event of force majeure, we are entitled, at our discretion, either to extend the delivery period by the duration of the hindrance or to cancel the agreement, without being liable to pay any damages to the buyer as a result.
4. If Covetrus has already partially fulfilled the agreed obligations when the force majeure situation occurs, it is entitled to invoice the work performed separately and in the interim and the buyer must pay this invoice as if it were a separate transaction.

 

Article 13: Liability

1. Except on the basis of provisions of mandatory law and except in the event of intent or gross negligence on our part, we are not obliged to compensate any damage, of whatever nature, direct or indirect, including trading loss, missed turnover or lost profit, immobilisation damage, damage to movable or immovable property or to persons, both at the other party and at third parties, not even if that damage is caused by intent or gross negligence on the part of our subordinates and/or by third parties engaged by us in the execution of the agreement.
2. Our liability shall at all times be limited to the amount paid out by our insurer in respect of such damage. If, where appropriate, there appears to be no insurance cover, for whatever reason, our liability shall be limited to the invoice value.
3. Our liability for non-compliance with the guarantee obligation to replace or repair is at all times limited to the costs incurred by the other party to have such replacement or repair carried out by third parties.
4. The other party indemnifies us completely and unconditionally against all claims, regardless of their nature and scope, which third parties try to enforce against us.

 

Article 14: Governing Law

These general terms and conditions and the agreements to which they apply shall be governed by Irish law.

With regard to all disputes, the competent court of Ireland shall have exclusive jurisdiction. The Vienna Convention on the Sale of Goods shall not apply.