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1.1 In these Conditions:
"Dublin Airport Authority plc" means Dublin
Airport Authority plc,
Cuideachta Phoibli Theoranta or the Irish
airport management company a
company incorporated in Ireland under
registered number 9401.
"Conditions" means the standard terms and conditions
of purchase set out in
this document and (unless the context otherwise
requires) includes any special
terms and conditions agreed in Writing
between the Seller and Dublin Airport
Authority plc.
"Contract" means
the contract for the sale and purchase of the Goods and/or
the supply and
acquisition of the Services, which are the subject matter of the
Order.
"Delivery Address" means the address stated on the Order.
"Goods" means
the goods (including any instalment of the goods or any part
of them)
described in the Order.
"Order" means the order form or comparable document
or arrangement
(whether or not electronic) and whether or not affixed,
attached or annexed.
Dublin Airport Authority plc and the Seller
conclude the Contract and shall
incorporate these Conditions save where (and
to the extent) expressly provided
to the contrary or the context necessity
requires);
"Payment run date" means the next date on which Dublin Airport
Authority
plc will carry out its weekly payment of invoices, which have
fallen due in the
previous week.
"Price" means the price of the Goods
and/or the charge for the Services.
"Seller" means the person so described
in the Order.
"Services" means the services (if any) described in the Order.
"Specification" includes any plans, drawings, data or other information
relating to the Goods or Services.
"Working day" means any day which is
not a Saturday, Sunday or Irish public
holiday.
"Writing" includes any
written or permanent form and any form of electronic
communication complying
with the requirements of the Electronic
Communications Act 2000.
1.2 Any
reference in these Conditions to a statute or a provision of a statute shall
be construed as a reference to that statute or provision as amended,
re-enacted
or extended at the relevant time.
1.3 The headings in these
Conditions are for convenience only and shall not effect
their
interpretation.
2.1 The Order, where completed or accepted by Dublin Airport Authority plc
and
the Seller, constitutes an offer by Dublin Airport Authority plc to
purchase the
Goods and/or acquire the Services subject to these Conditions
and an
acceptance by the Seller to sell the Goods and/or supply the Services
subject
to these Conditions.
2.2 The Conditions shall apply to the
Contract to the exclusion of any other terms
and Conditions on which any
quotation has been given to Dublin Airport
Authority plc or subject to which
the Order is accepted or purported to be
accepted by the Seller.
2.3 No
variation to the Order or these Conditions shall be binding unless agreed in
Writing between the authorised representatives of Dublin Airport Authority
plc and the Seller.
3.1 The quantity, quality and description of the Goods and the Services
shall,
subject as provided in these Conditions, be as specified in the Order
and/or in
any applicable Specification supplied by Dublin Airport Authority
plc to the
Seller or agreed in Writing by Dublin Airport Authority plc
Writing
3.2 Any Specification supplied by Dublin Airport Authority plc
to the Seller, or
specifically produced by the Seller for Dublin Airport
Authority plc, in
connection with the Contract, together with the copyright,
design rights or any
other intellectual property rights in the
Specification, shall be the exclusive
property of Dublin Airport Authority
plc. The Seller shall not disclose to any
third party or use any such
Specification except to the extent that it is or
becomes public knowledge
through no fault of the Seller, or as required for the
purpose of the
Contract.
3.3 The Seller shall comply with all applicable regulations or
other legal
requirements concerning the manufacture, packaging, packing and
delivery of
the Goods and the performance of the Services.
3.4 The
Seller shall not unreasonably refuse any request by Dublin Airport
Authority
plc to inspect and test the Goods during manufacture, processing or
storage
at the premises of the Seller or any third party prior to dispatch, and
the
Seller shall provide Dublin Airport Authority plc with all facilities
reasonably required for inspection and testing.
3.5 If, as a result of
inspection or testing Dublin Airport Authority plc is not
satisfied that the
Goods will comply in all respects with the Contract, and
Dublin Airport
Authority plc so informs the Seller within 7 days of inspection
or testing,
the Seller shall take such steps as are necessary to ensure
compliance.
3.6 The Goods shall be marked in accordance with Dublin Airport Authority
plc's
instructions and any applicable regulations or requirements of the
carrier, and
properly packed and secured so as to reach their destination in
an undamaged
condition in the ordinary course.
4.1 The Price of the Goods and Services shall be stated in the Order and,
unless
otherwise stated, shall be:
(a) Exclusive of any applicable value added tax (which shall be payable by
Dublin Airport Authority plc subject to receipt of a VAT invoice);
(b)
Inclusive of all charges for packaging, packing, shipping, carriage,
insurance and delivery of the Goods to the Delivery Address and any
duties, imposts or levies other than Value Added Tax; and
(c) Inclusive
of professional services withholding tax as per current
legislation.
4.2 No increase in the Price may be made (whether on account of increased
material, labour or transport costs, fluctuations in rates of exchange or
otherwise) without the consent of Dublin Airport Authority plc in Writing.
4.3 Dublin Airport Authority plc shall be entitled to any discount for
prompt
payment or bulk purchase customarily granted by the Seller whether or
not
shown on its own terms and conditions of sale.
5.1 The Seller shall be entitled to invoice Dublin Airport Authority plc at
any time
after delivery of the Goods or performance of the Services, as the
case may be
and each invoice shall quote the number of the Order.
5.2
Unless otherwise stated in the Order, Dublin Airport Authority plc shall pay
the Price of the Goods and the Services within 30 days of receipt by Dublin
Airport Authority plc of a proper invoice or, if later, on the next Payment
Run
Date after acceptance of the Goods or Services in question by Dublin
Airport
Authority plc.
5.3 Dublin Airport Authority plc shall be
entitled to set off against the invoice any
sums owed to Dublin Airport
Authority plc by the Seller.
5.4 "The parties acknowledge that the terms of
Regulations 4 and 9 of SI No 388
of 2002, the European Communities (Late
Payment in Commercial
Transactions) Regulations, 2002 shall not apply to the
terms of this
Agreement"
5.5 Dublin Airport Authority plc requires the
Seller to have, and to produce for
Dublin Airport Authority plc on request,
a current tax clearance
certificate/statement of suitability as per circular
22/95 tax clearance
procedures for public sector Contracts.
6.1 The Goods shall be delivered to, and the Services shall be performed at,
the
Delivery Address on the date or within the period stated in the Order
(as the
case may be), in either case during Dublin Airport Authority plc's
usual
business hours.
6.2 Where the date of delivery of the Goods or
performance of the Services is to
be specified after the placing of the
Order, the Seller shall give Dublin Airport
Authority plc reasonable notice
of the specified date.
6.3 The time of delivery of the Goods and performance
of the Services is of the
essence of the Contract.
6.4 A packing note
quoting the number of the Order must accompany each
delivery or consignment
of the Goods and must be displayed prominently.
6.5 If the Goods are to be
delivered, or the Services are to be performed by
instalments, the Contract
will be treated as a single Contract and not severable.
6.6 Dublin Airport
Authority plc shall be entitled to reject any Goods delivered
which are not
in accordance with the Contract, and shall not be deemed to
have accepted
any Goods until Dublin Airport Authority plc has had a
reasonable amount of
time (having regard to the nature and quality of the
Goods and in any event
being not less than 2 Working Days) to inspect them
following delivery or,
if later, within a reasonable time after any latent defect
in the Goods has
become apparent.
6.7 The Seller acknowledges that precise conformity of the
Goods with the
Contract is of the essence of the Contract, and accordingly
Dublin Airport
Authority plc shall be entitled to reject the Goods if they
are not in conformity
with the Contract, however slight the breach may
be.
6.8 The Seller shall supply Dublin Airport Authority plc in good time
with any
instructions or other information required to enable Dublin Airport
Authority
plc to accept delivery of the Goods and performance of the
Services.
6.9 Dublin Airport Authority plc shall not be obliged to return to
the Seller any
packaging or packing material for the Goods, whether or not
any Goods are
accepted by Dublin Airport Authority plc.
6.10 If the
Goods are not delivered or the Services are not performed on the due
date
then, without limiting any other remedy, Dublin Airport Authority plc
shall
be entitled to deduct from the Price or (if Dublin Airport Authority plc
has
paid the Price) to claim from the Seller by way of liquidated damages for
delay 2% of the Price for every week's delay, up to a maximum of 10%.
7.1 Risk of damage to or loss of the Goods shall pass to Dublin Airport
Authority
plc upon delivery to Dublin Airport Authority plc in accordance
with the
Contract.
7.2 The property in the Goods shall pass to Dublin
Airport Authority plc upon
delivery, unless payment for the Goods is made
prior to delivery, whereupon it
shall pass to Dublin Airport Authority plc
once payment has been made and
the Goods have been appropriated to the
Contract.
8.1 The Seller warrants to Dublin Airport Authority plc that the Goods
(a) will be of merchantable quality (within the meaning of the Sale of
Goods Act 1893 (as amended) and fit for any purpose held out by the
Seller or made known to the Seller in Writing at the time the Order is
placed;
(b) will be free from defects in design, material and
workmanship;
(c) will correspond with any relevant Specification or sample;
and
(d) will comply with all statutory and E.U. requirements and regulations
relating to the sale of the Goods.
8.2 The Seller warrants to Dublin Airport Authority plc that the Services
will be
performed by appropriately qualified and trained personnel, with due
care and
diligence and to such high standard of practice as it is reasonable
for Dublin
Airport Authority plc to expect in all circumstances.
8.3 Without prejudice to any other remedy, if any Goods or Services are not
supplied or performed in accordance with the Contract then Dublin Airport
Authority plc shall be entitled:
(a) to require the Seller to repair the Goods or to supply replacement
Goods or Services in accordance with the Contract within seven days;
or
(b) at Dublin Airport Authority plc's sole option and whether or not
Dublin Airport Authority plc has previously required the Seller to
repair the Goods or to supply any replacement Goods or Services, to
treat the Contract as discharged by the Seller's breach and require the
repayment of any part of the Price which has been paid.
8.4 The Seller shall indemnify Dublin Airport Authority plc and its agents in
full
against all liability, loss, costs and expenses (including legal
expenses)
awarded against or incurred or paid by Dublin Airport Authority
plc as a result
of or in connection with:
(a) any breach of any warranty given by the Seller in relation to the Goods
or Services;
(b) any claim that the Goods infringe or their importation,
use or resale,
infringes the patent, copyright, design rights, trade mark or
other
intellectual property rights of any other person except to the extent
that
the claim arises from compliance with any Specification supplied by
Dublin Airport Authority plc;
(c) any liability under the Liability for
Defective Products Act 1991 in
respect of the Goods;
(d) any act or
omission of the Seller or its employees, agents or
subcontractors in
supplying, delivering and/or installing the Goods;
and
(e) any act or
omission of the Seller's personnel in connection with the
performance of the
Services.
8.5 Neither the Seller nor Dublin Airport Authority plc or its agents shall
be liable
to the other or be deemed to be in breach of the Contract by
reason of any
delay in performing, or any failure to perform, any of its
obligations in relation
to the Goods or Services, if the delay or the
failure is beyond that party's
reasonable control. Without prejudice to the
generality of the foregoing, any of
the following shall be regarded as
causes beyond either party's reasonable
control:
(a) Act of God, explosion, flood, tempest, fire or accident;
(b) war or
threat of war, sabotage, insurrection, civil disturbance or
requisition;
(c) acts, restrictions, regulations, bye-laws, prohibitions
or measures of
any kind on the part of any governmental, parliamentary or
local
authority;
(d) import or export regulations or embargoes;
(e)
strikes, lock-outs or other industrial actions or trade disputes (whether
involving employees of either the Seller or Dublin Airport Authority
plc
or of a third party);
(f) difficulties in obtaining raw materials, labour,
fuel, parts or machinery;
or
(g) power failure or breakdown in
machinery.
8.6 For the avoidance of doubt, the contractual rights which Dublin Airport
Authority plc enjoys by virtue of Sections 12, 13, 14 and 15 of the Sale of
Goods Act 1893 (as amended) and Section 39 of the Sale of Goods and Supply
of Services Act 1980 are in no way prejudiced by anything contained in these
Conditions.
9.1 Dublin Airport Authority plc shall be entitled to cancel the Order in
respect of
all or part only of the Goods and/or the Services by giving
notice to the Seller
at any time prior to delivery or performance, in which
event Dublin Airport
Authority plc's sole liability shall be to pay to the
Seller the Price for the
Goods or Services in respect of which Dublin
Airport Authority plc has
exercised its right of cancellation, less the
Seller's total net saving of cost
arising from cancellation.
9.2 Dublin
Airport Authority plc shall be entitled to terminate the Contract
without
liability to the Seller by giving notice to the Seller at any time if:
(a)
the Seller has entered into any composition or arrangement with its
creditors or (being an individual or firm) becomes bankrupt or (being a
company) becomes subject to an examination order or an
administrative
order or goes into liquidation (otherwise than for the
purposes of
amalgamation or reconstruction); or
(b) an encumbrancer takes possession of
or a receiver, manager or other
similar officeris appointed in respect of,
the whole or any material part
of any of the property or assets of the
Seller; or
(c) the Seller ceases, or threatens to cease, to carry on
business; or
(d) Dublin Airport Authority plc reasonably apprehends that any
of the
events mentioned above is about to occur in relation to the Seller
and
notifies the Seller accordingly; or
(e) An event contemplated at
clause 8.5 occurs.
10.1 The Supplier shall at all times maintain adequate levels and such types
of
insurance as are appropriate to the nature of its business.
10.2 In
the event that any of the Supplier's employees, servants, agents or
subcontractors are involved in any accident at any Dublin Airport Authority
plc premises, the Supplier shall immediately notify Dublin Airport Authority
plc of the occurrence of the accident and as soon as practicable thereafter,
the
Supplier will submit to Dublin Airport Authority plc a report of the
accident in
such form and containing such particulars as Dublin Airport
Authority plc
may require.
11.1 Where the Goods are to be delivered to Dublin Airport Authority plc from
a
country outside the Republic of Ireland, Incoterm DDP (Delivery Address)
of
Incoterms 2000 shall apply. In such event, and in the event that
there is a
conflict between any of the terms of the said Incoterm DDP and
any other
term of these Conditions, the terms of the said Incoterm DDP shall
prevail.
12.1 Dublin Airport Authority plc may perform any of its obligations or
exercise
any of its rights hereunder by itself or through any of its
subsidiaries, provided
that any act or omission of any such other subsidiary
shall be deemed to be the
act or omission of Dublin Airport Authority
plc.
12.2 The Order is personal to the Seller and the Seller shall not assign
or transfer or
purport to assign or transfer to any other person any of its
rights, or sub-
contract any of its obligations under the Contract.
12.3
Any notice required or permitted to be given by either party to the other
under
these Conditions shall be in Writing addressed to that other party at
its
registered office or principal place of business or such other address
as may at
the relevant time have been notified pursuant to this provision to
the party
giving the notice.
12.4 No waiver by Dublin Airport Authority
plc of any breach of the Contract by
the Seller shall be considered as a
waiver of any subsequent breach of the
same or any other provision.
12.5
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 thereby.
12.6 Any dispute arising under
or in connection with these Conditions or the sale of
the Goods shall be
referred to arbitration by a single arbitrator appointed by
agreement
between the parties or (in default of agreement between the parties
within
15 days of one party requesting a matter be referred to arbitration),
nominated on application of either party, by the President for the time
being of
the Incorporated Law Society of Ireland, and such arbitration shall
be
conducted in accordance with the Rules of Conciliation and Arbitration of
the
International Chamber of Commerce.
12.7 The Contract (including this
Clause 12.7) shall be governed by and construed
in all respects in
accordance with the laws of Ireland and the parties hereby
submit to the
exclusive jurisdiction of the Irish Courts.
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