CONDITIONS OF SALE (WHOLESALE SALES – USA and Canada) FRAGRANCES OF IRELAND LIMITED
1.1 We are Fragrances of Ireland Limited, a company registered in Ireland under company number 92894 and with our registered office at Kilmacanogue, Bray, Co. Wicklow which is our main trading address. Our Vat number is 4693875V. .
1.2 These Conditions of Sale will apply to any contract between us for the sale of Goods to you (Goods). Please read these Conditions carefully and make sure that you understand them, before ordering any Goods from us. Please note that by ordering any of our Goods, you agree to be bound by these Conditions and the other documents expressly referred to in them.
1.3 These Conditions of Sale constitute the entire Conditions of Sale between our company and you and no other Conditions of Sale may be relied upon by you. They shall override any contrary, different or additional terms and conditions that may be referred to.
1.4 For the avoidance of doubt, these Conditions of Sale arise in the context of our business relationship with you. A consumer relationship is not created between the parties and you do not act in any with us as a consumer.
1.5 All quotations are given, orders accepted and Goods and services supplied subject to the following terms and conditions and no addition thereto or variation thereof shall be effective unless agreed in writing by us. No servant, agent or representative of ours has any authority to vary these terms in any way. We reserve the right to decide whether or not to supply goods, at our absolute discretion.
2. DESCRIPTION OF GOODS:
2.1 Goods are only supplied in accordance with our standard specifications, copies of which shall be available on request and no representation is made as to fitness for purpose.
2.2 The images of the Goods on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer or devices display of the colours accurately reflects the colour of the Goods. Your Goods may vary slightly from those images.
2.3 The packaging of the Goods may vary from that shown on images on our site.
3. PRICES AND CHARGES
a) Unless otherwise stated all prices and charges are exclusive of but subject to (where chargeable) Value Added Tax or Sales Tax;
b) All quoted prices and charges are based on the costs (converted into Euro where imported items are concerned) of equipment, material, labour, transport and of conforming with statutory obligations prevailing at the date of our quotation. If between that date and the date on which the goods are dispatched increases shall occur in any such costs we shall be at liberty to increase the relevant price or charge to take account of any such increases and you shall pay the increased price or charge accordingly.
4. Unless specifically agreed in writing, any goods supplied by us are for sale to the public at the purchaser's place of business only and are not for re-sale to any other business.
5. TERMS OF PAYMENT: Unless otherwise stated all accounts are strictly net payable within 30 days of the invoice date. We reserve the right (without prejudice to any remedy) to cancel any uncompleted order or to suspend delivery in the event of any non-payment for previous or other orders.
6. We shall not be liable for any loss or damage (howsoever caused) to goods during transit from our premises or the premises of our servants, agents or suppliers to you, your servant or agent. Where we agree to deliver goods on c.i.f. terms this is on condition that insurance is available at reasonable rates.
7. ACCEPTANCE: You shall be deemed to have accepted the goods in the condition that they were delivered if you re-sell the goods (or part thereof) to a third party, within the terms of these Conditions of Sale, or you fail within seven days of delivery give notice in writing to us of any matter or thing by reason whereof you allege that the goods are not in accordance with the contract description. The carrier's record of delivery shall be conclusive with regard to the date of delivery unless the contrary can be proven.
a) Subject to sub-clause b), we will at our own expense make good or repair or replace (at our option) any defective goods which under fair and proper use, appear in goods of our manufacture within a period of twelve calendar months after the goods have been delivered and which arise solely from faulty design, materials or workmanship, PROVIDED ALWAYS that defective goods are promptly returned to us carriage paid unless otherwise arranged.
b) This warranty shall not apply to second-hand goods and shall not be valid in cases where repairs or alterations have been carried out without our approval and in the case of goods supplied but not manufactured by us our sole responsibility shall not be to give you the same warranty as given to us by our supplier, PROVIDED ALWAYS that we shall not be under any obligation to pay any liability or expense greater than the amount which we recover from our supplier.
9.1 We do not limit in any way our liability for: a) death or personal injury caused by our negligence; b) fraud or fraudulent misrepresentation; or c) any other losses for which it is unlawful for us to exclude our liability). 9.2 Subject to clause
9.1, we will under no circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise arising under or in connection with the Contract for: a) any loss of profits, sales, business or revenue; b) loss or corruption of data, information or software; c) loss of business opportunity; d) loss of anticipated savings; e) loss of goodwill; or f) any indirect or consequential loss.
9.3 Subject to clauses 9.1 and 9.2, our total liability to you in respect of other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the purchase price of the Products.
9.4 Except as expressly stated in these Conditions, we do not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty that might be implied or incorporated into these Conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.
10. Events Outside our Control 10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 10.2. 10.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic, or other natural disaster, or failure of public or private telecommunications networks, or impossibility of the use of shipping, aircraft, motor transport or other means of public or private transport. 10.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract: a) we will contact you as soon as reasonably possible to notify you; and b) fraud or fraudulent misrepresentation; c) our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
11. ARBITRATION – If at any time any question, dispute or difference whatsoever shall arise between yourselves and ourselves upon, in relation to or in connection with our contract with you either of us may give the other notice in writing of the existence of such question, dispute or difference and the same shall be referred to the arbitration of a person to be mutually agreed upon, or failing agreement within fourteen days of receipt of such notice, or some person appointed by the President for the time being of the Incorporated Law Society of Ireland.
12.LEGAL CONSTRUCTION AND JURISDICTION: Unless otherwise agreed in writing our contract with you shall in all respects be construed and operate as an Irish contract and in conformity with the law of the Republic of Ireland. The courts of the Republic of Ireland shall have jurisdiction in relation to our contract with you.
13. If any term or provision in these Conditions of Sale shall be held to illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form any part of this agreement, but the validity and enforceability of the remainder of this agreement shall not be affected.
14. RETENTION OF TITLE
(1) The property and the legal and beneficial ownership in the goods will only pass or be transferred to the Purchaser when:
(a) the goods the subject of this contract, and
(b) all other goods the subject of any other contract between the Purchaser and us, have been paid for in full
(2) Until the property and the legal and beneficial ownership in the Goods has passed to the Purchaser in accordance with sub-clause 1, above,
(a) the Purchaser is required to store the goods in such a way that they are clearly our property, and
(b) we will be entitled to repossess the Goods from the Purchaser without prejudice to any further or other remedies we may have against the Purchaser under this or any other contract between us.
(3) Notwithstanding the provisions of sub-clauses (1) and (2) above, the purchaser will be entitled to sellthe Goods to a third party within the framework of the normal carrying-on of its business and deliver them to such third party on condition that, in so far as the Purchaser has not fully discharged its indebtedness to us:
(a) the Purchaser shall – as between itself and us – act as agent for us;
(b) the proceeds of sale shall be held by the purchaser for our account;
(c) the Purchaser shall transfer to us any claim it may have against such third party emanating from such transaction but without prejudice to any rights which we may have against the Purchaser.
15. ONLINE SALES
All orders are accepted and supplied for the purpose of instore retail sale only and not for online sale unless expressly agreed by us. Any online or internet sales, if allowed, must comply with our Minimum Advertised Price (MAP) policy (to be found at www.perfume.ie/terms_wholesale.html) and we reserve the right to discontinue supply for non-observance of this.
16. STANDARD OF DISPLAY
Retail sales of our products, whether instore or online, must maintain a good standard of display and we reserve the right to discontinue supply for non-observance of this.
Fragrances of Ireland Ltd.
Minimum Advertised Price Policy (revised April 2015)
Fragrances of Ireland Ltd. ("FOI") has revised their Minimum Advertised Price Policy ("MAP Policy"), originally effective as of 22nd November 2013, with this revision effective 1st May 2015, to protect the investment of its Resellers in display, promotion, testing /sampling and selling FOI's products, to assist them in maintaining high quality service, and to protect FOI's brands and their reputation. This MAP Policy will apply without exception to all Resellers advertising and/or selling FOI's products in the United States and Canada. This MAP Policy has been adopted for the benefit of all distributors and retailers, including catalogue and electronic commerce companies (collectively, "Resellers"), and will be uniformly enforced.
1. All FOI's products are subject to this MAP Policy ("MAP Products"). FOI's Minimum Advertised Price ("MAP") shall be not less than its Manufacturer's Recommended Selling Price ("MRSP"), based on the FOI price list as of the effective date of this MAP Policy, and as updated by future FOI price lists.
2. Advertising a price (net of all discounts and deductions of whatever kind) lower than an FOI MAP for any FOI MAP Product in any advertising material is a violation of this MAP Policy. This MAP Policy applies to all advertisements of FOI MAP Products in any and all media, including without limitation, print media (including without limitation flyers, posters, mailers, inserts, newspapers, magazines, catalogs, and mail order catalogs), internet or other electronic media (including websites, forums, e-mail newsletters, and e-mail solicitations), television, radio and public signage.
3. This MAP Policy applies to any activity that FOI determines, in its sole discretion, is designed or intended to circumvent this MAP Policy or its intent, such as solicitations for "group purchases." Bundling of FOI products is permitted only if the bundling is an FOI authorized program or the advertised price for the bundled items equals or exceeds MAP.
4. This MAP policy applies only to advertised prices and does not apply to the price at which FOI products are actually sold or offered for sale to an individual consumer within resellers' retail location or over the telephone. This MAP Policy also does not apply to in-store advertising that is displayed only in the store and not distributed to any customer(s). Resellers are free to sell FOI products at any prices they choose.
5. It shall not be a violation of this MAP Policy to advertise in general that the Reseller has "the lowest prices" or will match or beat its competitors' prices, or to use similar general phrases, so long as the Reseller does not include any advertised price for an FOI product below the MAP and otherwise complies with this MAP Policy.
6. Prices displayed on an internet site are considered advertised prices for purposes of this MAP Policy and must comply with this MAP Policy. Once a customer indicates an intent to purchase (e.g., adds an item to a virtual shopping cart or order), the Reseller may sell at any price. Statements such as "add to basket to see price", "call for price" or phrases of similar import are acceptable so long as any advertised or listed price for an FOI product complies with this MAP Policy.
7. Internet auctions may not display or specify reserved bid or other prices below MAP.
8. No Reseller of FOI's MAP Products may advertise any specific price that does not comply with this MAP Policy through search engine advertising, including but not limited to such advertising through Google, Bing, Yahoo and MSN.
9. For intentional or repeated failure by a Reseller to comply with this policy, FOI may unilaterally, in its sole discretion, impose sanctions. Sanctions may include indefinite termination of the violating Reseller's wholesale account status, cancelling all existing orders from such Reseller and refusing to accept from or deliver to such a Reseller any new orders. Any action taken by FOI under this MAP Policy shall be without liability to FOI. FOI does not intend to do business with Resellers who advertise prices below MAP or who degrade the image of FOI and its products and brands. FOI is not required to provide prior notice or issue warnings before taking action under this MAP Policy. FOI reserves its right to make independent decisions about product allocation and Reseller participation.
10. FOI has adopted this policy unilaterally, and will not negotiate its MAP Policy or its enforcement. FOI sales personnel do not have authority to modify or grant exceptions to this policy. FOI reserves the right at any time to modify, suspend or discontinue this MAP Policy.
By ordering from FOI you are agreeing to this policy. Advertising any lower than the MAP prices above constitutes a breach of this agreement and may result in FOI refusing to process your orders.