Terms & Conditions of Sale

1. Conditions Applicable
1.1 Lyreco Ireland Ltd. (the “Company”) is registered in Ireland under company number:32288,  and has its registered office at Unit 41, Park West Industrial Estate, Nangor Road, Dublin 12, with VAT No.IE9T47305C.
1.2 These Terms and Conditions (as may be altered, amended, supplemented withdrawn or varied in accordance with Section 1.3 from time to time) (“Terms and Conditions”) shall apply to all contracts for the sale of Goods (as defined in Section 2.2 below which expression shall where the context so permits include any supply of services) by the Company to each proposed purchaser, acting in the course of a business, who places an order for Goods (referred to herein as a “Buyer”) to the exclusion of all other terms and conditions and to any previous oral or written communication between the Company and the Buyer provided however that the sale of any and all Nespresso® branded items (“Nespresso® Items”) shall be governed by the terms set out in a separate contract between the Company and the Buyer (“Nespresso® Contract”) and these terms and conditions shall not apply.
1.3 The Company reserves the right at its sole discretion at any time to add to, alter, vary, amend, supplement or withdraw, without notice, any of the provision of the Terms and Conditions or the Company’s Delivery Promise (referred to in Section 4). The most current version of the Company’s Terms and Conditions can be found on the Company’s website www.lyreco.ie  The Buyer’s placement of an order for Goods shall be conclusive evidence of its acceptance of the Terms and Conditions then applying.
1.4 Orders for Goods will only be accepted by the Company from Buyers who are acting in the course of a business (and are not consumers within the meaning of any applicable consumer legislation) and the Company will not accept orders from natural persons acting as consumers or office supply businesses or other wholesale or retail businesses. By placing an order, the Buyer warrants to the Company that the Buyer is acting in the course of business (but is not a dealer in, or is a supplier of office supplies) and is not a consumer within the meaning of consumer legislation as it applies in Ireland.
1.5 Where the Company knows, becomes or is made aware or suspects that a Buyer is a dealer in, or is a supplier of office supplies, or is otherwise engaged in the office supplies business, then the Company can refuse to sell Goods to that Buyer and may withdraw from any transaction entered into between the Company and the Buyer and reserves the right to refuse to sell any Goods to that Buyer in its sole discretion. The Company shall be under no liability to the Buyer where the Company refuses to supply or cancels any orders for Goods previously accepted, in these circumstances.
1.6 All orders for Goods by a Buyer until accepted or rejected by the Company (at its sole discretion) shall be deemed to be an offer by the Buyer to purchase Goods pursuant to the Terms and Conditions and all Goods are subject to availability. The Company reserves the right at any time to impose a minimum order quantity on any orders for Goods prior to the order being accepted by the Company. If the Company chooses not to accept a Buyer’s order for any reason, the Company shall communicate or attempt to communicate this to the Buyer before 5.45pm on the Working Day that the order is received by the Company (provided that the order has been received by the Company prior to 5.30pm).
1.7 Whilst the Company has attempted to ensure that the information within its catalogues, on its website and any other sales literature and/or publications is correct at the time of publication they do not form part of any contract for the sale of Goods. For technical reasons, colour illustrations should be viewed as a guide only.
1.8 Any typographical, clerical or other error or omission in any sales literature (including the catalogue and website), quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
1.9 In the Terms and Conditions ‘Working Day’ means 8.30am-5.30pm on a day when banks in Dublin are open for business other than a Saturday, Sunday or public holiday in the Republic of Ireland or such other days when the Company’s sales office is closed from time to time.
1.10 The Company is fully committed to and takes its environmental obligations seriously and complies with The European  Communities (Waste Electrical and Electronic Equipment Regulations) 2011 (“WEEE”) and any other regulations in force from time to time affecting Goods sold by the Company.
1.11 The Company complies with its obligations under Waste Management (Batteries and Accumulators) Regulations (S.I. No 268 of 2008) as amended by the Waste Management (Batteries and Accumulators) (Amendment) Regulations 2008 (SI No 556 of 2008) and waste batteries including rechargeable batteries (of a type sold by the Company) are taken back free of charge. The Buyer is not obliged to make any purchase when returning such old batteries. Waste electrical and electronic equipment and waste batteries should be recycled and should not be placed in waste disposal or recycling bins. Make sure to always recycle all waste electrical and electronic equipment and batteries.
1.12 All telephone calls are monitored and recorded and the Company reserves the right to use all recordings for any purpose in connection with the business of the Company.

2. Orders, Acceptance, Specifications and Returns
2.1 The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable health and safety legislation or any other statutory requirements, or where the Goods are to be supplied to the Company’s specification which do not materially affect their quality or performance. Whilst the Company will endeavour to supply the product ordered, the Company reserves the right to supply products of a comparable specification without notice and to vary to a reasonable extent the quantities delivered from those ordered to conform with the Company’s or its suppliers’ standard packaging.
2.2  The Goods sold by the Company are, at its discretion, categorised as:-
2.2.1 Stock products being products ordinarily held in stock by the Company (“Stock Products”);
2.2.2 Furniture Products; and
2.2.3 Non Stock products - being products not ordinarily held in stock by the Company (“Non-stock Products”) which together or individually or along with any other goods which may be sold by the Company in the course of its day to day running of the business constitute the “Goods”.
2.3 Any non-returnable Goods sold by the Company will only be accepted as a return either at the Company’s absolute discretion or where the Goods are found to be defective at the date of delivery. If any Goods which are accepted as a return or were found to be defective at the date of delivery and were sold with a promotional item the promotional item must be returned at the same time otherwise the Company reserves the right to charge the Buyer the price to the Company in supplying the promotional item.
2.4 Orders for Stock Products may be cancelled at any time prior to the despatch of the Goods. Orders for Non-stock Products may only be cancelled by the Buyer with the written agreement of the Company.
2.5 For the purposes of the Terms and Conditions an order is received when it is in the possession of the Company. In the case of internet orders this will be receipt in the time zone in which the Company operates (GMT). Orders howsoever received after 5.30pm will be deemed to have been received at the start of the next Working Day. Following receipt by and review by the Company, orders are either accepted or declined by the Company and in the event that the offer is declined this will be communicated (or attempted to be communicated) to the Buyer as per 1.6 above.
2.6 The Company shall credit the account of the Buyer for any Stock Products (except those denoted by a “Non-Returnable” product symbol in the Company’s catalogue) which are returned by the Buyer to the Company within 30 days of delivery, provided always such returned Stock Products: (i) remain unopened; and (ii) are returned to the Company in their original packaging and in the condition in which they were originally delivered, otherwise the Company shall have the sole discretion to decline to accept the return of Goods. Furniture Products may only be returned by the Buyer to the Company with the prior written agreement of the Company and only if within 30 days of delivery. Non-Stock Products cannot be returned for credit. This does not affect any statutory rights the Buyer may have. For Health & Safety reasons, no consumable food products may be accepted by the Company for return.

3. Price and Payment
3.1 The Company’s policy is to offer competitive prices wherever possible. The prices quoted in the Company’s sales literature are so far as possible the Company’s correct selling price. Due however to the ever changing nature of the office supplies market, the Company reserves the right at any time to revise the price of Goods without notice to the Buyer. The price of the Goods shall be the price stipulated in the Company’s then current price list as at the date of despatch of the Goods. The Company will however wherever it is practical to do so, endeavour to notify price changes to Buyers by (i) sales personnel providing an updated list of pricing to Buyers whenever practical and (ii) by updating the prices on the Company’s online ordering system (“Webshop”) on www.lyreco.ie 
3.2 All prices quoted by the Company are, except where otherwise stated in writing, exclusive of Value Added Tax (“VAT”) and any applicable delivery charges (see section 4 below). VAT (and/or any other applicable sales tax or levy) will be charged at the rate prevailing on the date of despatch of the Goods along with any applicable delivery charges.
3.3 Payment is due in full for all Goods (and delivery charges where applicable) within 30 days the date of each invoice issued by the Company notwithstanding the fact that the title in the Goods has not yet passed to the Buyer in accordance with the Terms and Conditions.  The Company has the right to set a different time limit within which a Buyer shall be required to pay for of Goods. The time of payment shall be of the essence in each contract for sale of Goods.
3.4 The Company reserves at all times the right to grant, refuse, withdraw, restrict, alter, suspend or cancel the terms of payment by a Buyer, including the monetary value of the limit up to which Buyers may place orders before payment is immediately required (“Payment Terms”) at its sole discretion. The Company, without limitation, reserves the right to refuse, suspend or cancel orders for Goods where the Buyer is or is liable to become in breach of the Payment Terms.
3.5 Where the Buyer’s account has been suspended or cancelled in accordance with Section 3.4, or if the Buyer’s credit limit is reached or exceeded the Company shall be under no obligation to accept any further Orders for Goods and the Company shall not be held to be in breach of its Delivery Promise as provided for in Section 4.1.1.
3.6 If the Buyer fails to make full payment on the due date then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to charge the Buyer:-
3.6.1     Interest (both before and after any judgement) on the amount unpaid at the rate of 4% above the prevailing Bank of Ireland base rate until payment is made; plus 
3.6.2 An administration fee of €35.00.

4. Delivery
4.1 Deliveries shall be made as follows;
4.1.1 Subject to the exceptions set out in Sections 4.2 and 6.10 and subject always to these Terms and Conditions the Company hereby commits to the Buyer (excluding those Buyers to whom 4.3 below applies), that in the case of an order for Stock Products (with the exception of Goods purchased by any Buyer in bulk and to be delivered on a pallet) which has been received and accepted by the Company before 5.30pm on a Working Day (where the Goods ordered are held in stock and unsold by the Company at the time the order is accepted by the Company), the Company shall deliver such Goods, not later than 6.00pm on the next Working Day after the order is received and accepted by the Company (“Delivery Promise”).
4.1.2 Subject to Section 4.2, If the Buyer reasonably (in the opinion of the Company) considers that the Company has failed to honour its commitment under the Delivery Promise, the Company shall (where the Buyer has within 7 Working Days of the due date of delivery so requested (time being of the essence)) complete the delivery of the undelivered Goods and the Company shall waive up to a maximum amount of €300.00 of the cost to the customer of those Goods so ordered and delayed in delivery. The Buyer hereby agrees with the Company that the remedy under this Section 4.1.2 for breach by the Company of its obligations under Section 4.1 shall be the sole remedy available and the Buyer hereby waives any and all other rights available to it in this regard.
4.1.3 The Company’s Delivery Promise is subject always to the Buyer providing sufficient, accurate information and appropriate facilities to enable the Company to effect delivery of the Goods.
4.2 The Delivery Promise shall not apply where:
4.2.1 the Company is unable to deliver the Goods because the Buyer has not provided the Company with sufficient delivery information; or
4.2.2 the Buyer is not available to take or refuses delivery of the Goods; or
4.2.3 the Buyer is a Corporate Accounts Buyer (as defined in Section 4.3); or
4.2.4 the Buyer has outstanding invoices payable beyond 30 days or has reached or exceeded any credit limit provided to it by the Company.
4.3 The Delivery Promise does not apply to any Buyers who have accounts with the Corporate Accounts division of the Company (“Corporate Account Buyers”). Any dates quoted to Corporate Account Buyers for delivery or supply of any Goods are approximate only. The Company shall not be liable for any delay of delivery of Goods to Corporate Account Buyers, howsoever caused and Section 6.10 shall apply. Time for delivery or supply of Goods to Corporate Account Buyers shall not be of the essence unless previously agreed in writing by the Company with the Buyer.
4.4 The Company reserves the right to apply separate delivery charges for deliveries of Goods, where the Buyer specifically requests and the Company agrees to making a delivery by an agreed time.  The Company further reserves the right to impose a delivery charge of €2.90 (plus VAT) per order (which charge may be varied from time to time at the sole discretion of the Company) in respect of orders from Buyers (excluding Corporate Account Buyers) where the total value of the order is €30 or less (excluding VAT) or such other amount as may be determined by the Company from time to time.
4.5 If the Company fails to deliver Stock Products within the timescales requested by the Buyer and agreed by the Company in writing (other than where such failure is for reasons or any cause beyond the Company’s control, or as set out in Section 6.10, or the Buyer’s fault) the Company may be liable to the Buyer. The Company’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar Goods to replace those not delivered over the price of the Goods not delivered.
4.6 Following the delivery of Goods unless the Buyer notifies the Company, in writing, within five (5) Working Days of any discrepancies in the Goods received, all the Goods ordered as stated on the delivery note shall be deemed to have been delivered. It is the sole responsibility of the Buyer to verify the quantity and condition of the Goods upon receipt and, in any case of on-arrival damage or missing items, to notify and file a claim with the Company within five (5) Working Days of receipt (retaining all signed delivery notes).

5. Risk and Property
5.1 The risk of damage to or loss of the Goods shall pass to the Buyer on completion of delivery of such Goods.
5.2 The Company retains and remains the legal and beneficial ownership of the Goods and title will not pass to the Buyer until the Company has received payment in full for:
5.2.1 the Goods; and
5.2.2 any other Goods or services that the Company has supplied to the Buyer in respect of which payment has become due .
5.3 Until the legal and beneficial ownership of the Goods has passed to the Buyer, the Buyer shall:
5.3.1 hold the Goods on a fiduciary basis (on trust) as the Company’s bailee;
5.3.2 store the Goods (at no cost to the Company) separately from all other Goods held by the Buyer so that they remain identifiable as the Company’s property;
5.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
5.3.4 not encumber or in any way charge any of the Goods;
5.3.5 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery and provide evidence of such insurance to the Company upon request; and
5.3.6 provide the Company with such information relating to the Goods as the Company may require from time to time.
5.4 The Company shall be entitled to recover the Goods in respect of which title has not passed to the Buyer in accordance with the Terms and Conditions provided that the Goods have not been resold, or irrevocably incorporated into another product, at any time by the Buyer and the Buyer hereby grants a licence to each of the Company, its officers, employees and agents to enter upon any premises of the Buyer for the purpose either of satisfying itself that Section 5.3 hereof is being complied with by the Buyer or recovering any Goods in respect of which title has not passed to the Buyer and which the Buyer has failed to deliver up promptly having been requested to do so by the Company.
5.5 They Buyer may use the Goods before the legal and beneficial title has passed to it.

6. Warranties and Liability
6.1 The Company will replace, without charge, certain products found to be defective on delivery (if notified by the Buyer) in accordance with the specific provisions applicable to certain specified Goods, as set out in the “Product Warranty Information” section in the Company’s catalogue.
6.2 Goods incorrectly supplied or invoiced by or as result of error on the part of the Company will be collected and/or credited without charge to the Buyer. The Buyer hereby agrees with the Company that this shall be the sole remedy in such case and the Buyer hereby waives any and all other rights available to it.
6.3 Subject to the conditions set out below the Company warrants to the Buyer only (and not to any third party) that all non-consumable Goods will correspond with their specification in all material respects (subject to the conditions below and section 2.1 above) at the time of delivery and will be free from defects in material and workmanship for a period of 12 months. Any defects occurring post delivery must be notified to the Company in writing within the relevant period.
6.4 The warranty in section 6.3 is given by the Company to the Buyer only and is subject to the condition that the Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the manufacturers’ or the Company’s instructions (whether oral or in writing), misuse or alteration or repair without the Company’s approval. The warranty in section 6.3 shall not apply to any Goods which are provided with manufacturer warranties or guarantees as stated in the catalogue and/or the Company’s website and in all such cases the Company shall have no liability to the Buyer to perform the warranty.
6.5 Subject to any express warranty provided for in the Terms and Conditions, all warranties, conditions or other terms implied by statute or common law are (subject to section 6.8 below) excluded to the fullest extent permitted by law.
6.6 The Buyer when ordering via Webshop must ensure it has in place virus protection as the Company accepts no liability for viruses transmitted or passed to the Buyer through use of the Company’s website whether for ordering purposes or otherwise. The Company shall not be liable to the Buyer for use by the Buyer of the Company’s website and Webshop. When using the Company’s website, the Buyer agrees to the terms of use of the website, acceptable use policy and any other terms and conditions of use of the website as provided on the website from time to time.
6.7 Where any valid claim in respect of any Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with the Terms and Conditions, the Company shall be entitled to repair or replace the Goods (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Buyer the price of the Goods (or proportionate part of the price), but the Company shall have no further liability to the Buyer.
6.8 Except in respect of death or personal injury caused by the Company’s negligence, fraud or dishonesty, the Company shall not be liable to the Buyer by reason of any representation, or any warranty (express or implied), condition or other term, or any duty at common law, or under the express terms of the contract for any expenses, direct or indirect, consequential, special, incidental or punitive loss or damage (whether for loss of current or future profits, loss of enterprise value or otherwise) and whether caused by the negligence of the Company, its employees or agents or otherwise even if advised of the possibility of such damages) which arise out of or in connection with the supply of the Goods or services or their use or resale by the Buyer.
6.9 The Buyer agrees that it is best able to estimate the extent and nature of the insurance cover suitable for its business and property from time to time and that it is reasonable for the Company to sell the Goods and fix the purchase price on the basis of the exclusions and limitations of liability which price would be higher were such provisions altered in the Terms and Conditions and the Buyer agrees that it will be responsible for effecting insurance cover as mentioned above including (but not limited to) any required insurance cover in respect of any loss or damage of whatsoever kind or howsoever caused either by reason of the negligence of the Company or otherwise to premises, plant or to other property and the Company shall have no legal liability in respect of any such loss or damage.
6.10 The Company shall not be liable to the Buyer or be deemed to be in breach of the contract for the sale of any Goods by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing, the following non-exhaustive list shall be regarded as causes beyond the Company’s reasonable control:-
6.10.1Act of God, adverse weather conditions, explosion, flood, tempest, fire or accident;
6.10.2 War or threat of war, sabotage, insurrection, malicious damage, civil disturbance or requisition;
6.10.3 Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; Import or export regulations or embargoes;
6.10.4 Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);
6.10.5 Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
6.10.6 Power failure or breakdown in any vehicle or machinery or any computer malfunction;
6.10.7 Default of suppliers or subcontractors of the Company or to the Company;
6.10.8 Failure of a utility service or transport network; and
6.10.9 The imposition of Stopping, Waiting, Parking or similar restrictions which delay or prevent the Company from reasonably affecting delivery of the Goods;
6.11 The Buyer shall and by placing any order for Goods, hereby agrees to indemnify the Company in respect of any loss, damage or claims that the Company may be subject to as a result of the Buyers negligence or breach of these Terms and Conditions.
6.12 Subject to clause 4.1.2 the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the order for Goods to the Buyer shall be limited in each case to the price of each order for Goods, received and accepted by the Company.

7. General
7.1 The Terms and Conditions together with the Company’s current prices, delivery details, contact details and privacy policy set out the whole of the Company’s agreement relating to the supply of the Goods except Nespresso branded items. Nothing said by any sales person employed by the Company should be understood to be a variation of the Terms and Conditions or as an authorised representation about the nature or quality of any Goods offered for sale by the Company.  The Company shall have no liability for any such representation being untrue or misleading.
7.2 No waiver by the Company of any breach of the Terms and Conditions by the Buyer shall be considered as a waiver of any subsequent breach or default. No failure or delay by the Company in exercising any right or remedy under the Terms and Conditions or applicable law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy.  No single or partial exercise of such right or remedy by the Company shall prevent or restrict the further exercise of that or any other right or remedy.
7.3 If any court or competent authority decides that any of the provisions of the Terms and Conditions are invalid, unlawful or unenforceable to any extent, the Terms and Conditions will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
7.4 The Company may at any time license, assign, transfer, mortgage, charge, subcontract or delegate in any other manner with all or any of its obligations under the Terms and Conditions to any third party.
7.5 The Buyer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights and obligations under these terms without the Company’s prior written consent.
7.6 The Buyer shall not be entitled to set off against or deduct from the price of any Goods, any sums owed or claimed to be owed to the Buyer by the Company.
7.7 The Terms and Conditions and each contract created under them shall be governed by Irish law and the parties submit to the exclusive jurisdiction of the Irish courts in relation to any dispute hereunder (including formation).
Edition 1. January 2014.