M&J Gleeson & Co u.c. Standard Terms and Conditions of Sale
1.1 In these terms and conditions, the following expressions shall have the
following meanings:
Buyer means the person or company and, where relevant, its partners,
directors, employees, officers, agents or sub-contractors (or any person
holding themselves out as such), who makes an Order which is accepted
by Seller;
Conditions of Sale means the standard terms and conditions of sale set
out in this document, as may be modified and updated by Seller from
time to time;
Containers means all containers of whatever kind in which Goods are
supplied to Buyer and all returnable packaging of any nature, including,
without limitation, the Returnable Packaging;
Contract means each and every contract between Seller and Buyer for
the sale and purchase of Goods;
Dispense Equipment means, without limitation, all beer engines,
couplers, pumps, taps, fonts, cowls, badges, T-bars, pump clips, meters,
pipes, lines, pressurisation cooling, flash coolers (including remote
chilling units) to kegs and casks, other cooling and chilling equipment,
and connectors to gas cylinders and beer tanks and ancillary apparatus
and equipment for the dispensing of the draught Product, and stoppers,
carbon dioxide tubes and other related equipment, including chillers and
cooling equipment but excludes carbon dioxide and/or mixed gas bottles
and cylinders of whatever size and any flow regulating or monitoring
Goods means all those products, which Seller agrees to supply to Buyer
and which Buyer agrees to purchase from Seller, which are the subject of
a Contract;
Order means an order placed by Buyer with Seller for the supply of
Returnable Packaging means all kegs, bottles, casks, crates, pallets
and cases but excluding GKN Chep Pallets, which shall at all times
remain the property of Chep UK Limited, and excluding gas cylinders and
gas equipment, which shall at all times remain the property of the gas
Seller means: (1) for Goods comprising beer products sold under (a) any
brands owned by the C&C Group of companies, including, without
limitation, Tennent’s Lager, Caledonia Smooth, Heverlee, (b) any brands
owned by the AB InBev Group of companies; and/or (c) the Staropramen
brand, Tennent’s Beer Limited (acting by its agent M&J Gleeson & Co
u.c.); and (2) for all other Goods, M&J Gleeson & Co u.c. as principal
(and, where relevant, its agents or sub-contractors), as the context
2.1 Save to the extent that a formal written supplemental agreement signed
by Seller’s duly authorised representative expressly amends these
Conditions of Sale, these Conditions of Sale shall exclusively govern all
Contracts and shall supersede, override and exclude Buyer’s purported
terms of business or any other terms of business wherever stipulated or
incorporated or referred to, whether in Buyer’s order or in any
negotiations or course of dealing established between Seller and Buyer,
including any purported acceptance thereof by Seller’s servants or
2.2 Goods comprising beer products sold under (a) any brands owned by the
C&C Group of companies, including, without limitation, Tennent’s Lager,
Caledonia Smooth, Heverlee, (b) any brands owned by the AB InBev
Group of companies; and/or (c) the Staropramen brand are sold by
Tennent’s Beer Limited (acting by its agent M&J Gleeson & Co u.c.).
2.3 All Goods are offered for sale on the terms and conditions set out in
these Conditions of Sale and are offered subject to availability.
2.4 Each Order shall be deemed to be an offer by Buyer to purchase Goods
solely on the terms and conditions of these Conditions of Sale. Accepting
delivery of Goods is deemed to be acceptance of these Conditions of
2.5 Buyer shall not rely upon and, except in the event of fraud, Seller shall
have no liability for any representation made: (i) by it, its servants or
agents to Buyer; and/or (ii) in any promotional literature or otherwise. Any
typographical, clerical or other error or omission in any sales literature,
quotation, price list, acceptance of offer, invoice or other documentation
or other information issued by Seller shall be subject to correction without
any liability on the part of Seller.
2.6 All descriptions and illustrations contained in any catalogues, price lists or
otherwise communicated to Buyer are for illustrative purposes only and
are intended merely to represent a general idea of the relevant Goods.
Nothing contained in any such descriptions and illustrations contained in
any catalogues, price lists of them shall form any part of a Contract.
2.7 If any part of these Conditions of Sale is judged by any court in a
competent jurisdiction to be invalid or unenforceable, the remaining part
or parts thereof shall continue in full force and effect.
3.1 No Order shall be deemed accepted by Seller until the Order is confirmed
as accepted to Buyer by Seller’s authorised representative in writing
(which, for the purpose of this paragraph 3.1, shall include confirmation
by email or fax) or (if earlier) Seller delivers the Goods to Buyer. Buyer
shall be responsible for ensuring the accuracy of any Order it submits
and any Order acknowledgement it receives.
3.2 Seller may vary the specification of any Goods without notice.
3.3 Goods are not supplied on sale or return or by way of consignment.
Once an Order is accepted by Seller in accordance with the provisions of
paragraph 3.1 of these Conditions of Sale, Buyer shall have no right to
cancel the Order or, following delivery, return the Goods (except where
4.1 Seller reserves the right, at any time, to change the price of Goods
offered for sale.
4.2 Prices stated are exclusive of: (a) delivery charges; and (b) all import,
excise and customs duties, levies and all value tax and sales taxes, all of
which shall be payable in addition at the rate in force at the invoice tax
point date and shall be the sole liability of and shall be paid by Buyer to
Seller against delivery of a valid invoice, whenever issued.
5.1 Seller shall determine the method, date and time of any delivery.
5.2 Any delivery dates given by Seller are estimates only. Buyer may cancel
any item not delivered two weeks after the estimated delivery date.
5.3 The time of delivery shall not be of the essence of any Contract. In no
circumstances shall Seller be liable to compensate Buyer for nondelivery,
early delivery or late delivery of the Goods or for any loss or
damage arising therefrom or for any failure to deliver the Goods promptly
or at all.
5.4 Seller shall be entitled to deliver Goods in one or more instalments. Each
such instalment shall constitute a separate Contract. Any failure by Seller
to deliver any one or more of the instalments, or any claim by Buyer in
respect of any one or more instalments, shall not entitle Buyer to treat the
Contract as a whole as repudiated.
5.5 Where Seller has been unsuccessful in effecting delivery of Goods
ordered for any reason Seller may (at its sole discretion):
5.5.1 store the Goods until actual delivery and charge Buyer for reasonable
costs (including insurance) of storage and any additional costs of
carriage incurred; and/or
5.5.2 sell the Goods at the best price readily available and charge Buyer for
any shortfall below the price achieved and the price under the
Contract together with all storage and sale related expenses (less any
payment made by Buyer).
5.6 Seller may during any periods of shortage due to causes beyond its
control supply Goods among its customers (including the Buyer) in such
a manner and proportions as it deems to be equitable in its sole judgment
and without liability therefor.
6.1 Buyer shall inspect the Goods immediately on receipt thereof and
shall within 3 working days, notify Seller of any immediately
apparent damage to, or shortage of, Goods.
6.2 If Buyer fails to give notice as above Buyer shall be deemed to have
accepted the Goods accordingly and the Goods shall be presumed
to be in all respects in accordance with the relevant Order.
6.3 Following the giving of notification by Buyer to Seller pursuant to
paragraph 6.1 of these Conditions of Sale, any affected Goods shall be
held by Buyer, without cost to Seller, awaiting Seller’s instructions, and
Buyer shall allow Seller’s representatives full access at any time during
working hours to examine the affected Goods and Buyer must provide for
inspection all relevant packaging, endorsements and delivery documents.
6.4 If Buyer establishes to Seller's reasonable satisfaction that the Goods are
defective, Buyer's sole remedy shall be limited to the return of the Goods
and credit of any payment, and Buyer shall be credited accordingly.
Seller will not give Buyer credit for the return of any Goods where the
“Best before Date” of those Goods has subsequently passed or is
approaching; or which have been altered, tampered with, price marked or
disfigured in any way.
7.1 Risk of loss or damage to the Goods shall pass to Buyer at the time of
7.2 Buyer shall insure the Goods with a reputable insurer from the point at
which risk passes to Buyer until payment is made to Seller, for their full
7.3 The Goods shall remain the sole and absolute property of Seller as
legal and equitable owner and title in the Goods shall not pass to
Buyer until such time as Buyer shall have paid to Seller the full price
of the Goods, together with all other monies owed to Seller pursuant
to any other contractual arrangement between Buyer and Seller, and
until that time Buyer acknowledges that he is in possession of the
Goods solely as bailee in a fiduciary capacity for Seller, and:
7.3.1 Buyer shall at its own cost procure that the Goods are stored in good
condition, and kept identifiably separate whether on Buyer’s or third
party premises;
7.3.2 Buyer may sell the Goods in the ordinary course of business provided
always that Buyer shall hold in trust and pay to Seller on demand the
proceeds of any such sale to the extent that any monies are owed by
Buyer to Seller on any account (Buyer shall not be the agent of Seller
in relation to any such resale) but shall not otherwise (and shall not
purport to) sell, mortgage, encumber or part with possession of the
Goods or allow any lien or encumbrance to arise over them.
7.4 If Buyer breaches any of these Conditions of Sale, then the right of Buyer
to sell the Goods belonging to Seller will immediately cease. In the event
of such breach, Buyer shall (at its cost) deliver the Goods to Seller and
Buyer shall procure that Seller shall (without prejudice to any other rights)
have the right to enter any place where the Goods may be stored and
repossess and use the Goods.
8.1 It shall be the responsibility of Buyer to ensure that the Goods:
8.1.1 are rotated so that the oldest are sold first and in any event before the
“Best before Date” which is marked on their respective Containers;
8.1.2 until resold, remain in the Containers in which they are supplied and
all labels, names, barcodes, reference marks and numbers and
instruction are not removed, altered or covered at any time;
8.1.3 are stored and sold in compliance with the requirements of all
governmental and competent bodies, relating to the sale and storage
of such Goods and in accordance with any reasonable instructions
provided by Seller.
9.1 The Goods are sold subject to payment (for which time shall be of the
essence). Seller may invoice Buyer for the Goods on or at any time after
notice by Seller to Buyer that the Goods (or any instalment thereof) are
ready for despatch from its premises (and any such invoice shall be
deemed to be notice thereof).
9.2 Buyer shall pay each invoice on or before the last Business Day of
the week following the week in which the invoice to Buyer is dated.
9.3 Notwithstanding paragraph 9.2 of these Conditions of Sale, Seller may at
any time demand payment in cash on delivery and Seller shall not be
bound to deliver the Goods until it has received payment.
9.4 Buyer shall pay the full amount invoiced to it by Seller on the due date by
way of cleared funds and free of all deductions and/or any set off or
counterclaim which Buyer may have or purport to have.
9.5 All invoices shall be paid in the currency stated on the invoice. In the
event that Buyer purports to pay for the Goods in any other currency,
Seller may in its discretion accept such payment and Buyer shall
indemnify Seller against any loss on currency conversion and all currency
transaction charges.
10.1 Buyer hereby agrees and acknowledges that: (i) Seller shall be entitled to
make any credit reference or other enquiries relating to Buyer that Seller
considers appropriate; and (ii) details of how Buyer conducts its account
with Seller may be recorded with a credit reference agency and may be
shared with other suppliers and creditors for the purpose of assessing
further applications for credit by Buyer and for debt tracing and fraud
10.2 If Buyer’s payment is overdue:
10.2.1 Seller may charge Buyer interest on all sums due at the rate of 8%
above the main financing rate of the European Central Bank from time
to time from the date of due payment until the date of actual payment
including any period after the date of any judgment; and
10.2.2 upon an account being passed to debt collectors for collection, an
additional collection charge of 5% will be levied on such accounts of
Buyer in addition to any interest and legal charges payable.
10.3 Buyer shall indemnify Seller against all costs, expenses (including
legal expenses) and losses incurred by Seller in recovering any
unpaid sum or recovery of any Goods.
10.4 If any cheque or direct debit due by Buyer to Seller is dishonoured, Seller
may also levy a reasonable charge against Buyer's account to cover
bank and administrative costs.
10.5 The failure of Buyer to pay any part of the price of the Goods when due
shall entitle Seller to:
10.5.1 suspend further deliveries of Goods to Buyer, until payment is
received in full;
10.5.2 immediately remove, cancel or withdraw any discount, incentive or
benefit (including on any other orders placed by Buyer) and re-invoice
Buyer for the Goods at the full price stated in its then current price list
(any discount from the list price is given on the basis that payment is
made on or before the date specified); to set off the amount of any
unpaid invoice for the Goods against any discount, incentive or benefit
accrued or accruing due; and to demand the immediate repayment of
any discount, incentive or benefit received by Buyer during the 12
month period immediately preceding such breach (whether remedied
or not) and which Buyer hereby agrees to repay; and
10.5.3 enter on to Buyer’s premises to retrieve the Goods for which payment
is outstanding;
10.6 Notwithstanding any credit period allowed by Seller, the whole of the
price of all Goods bought or agreed to be bought by Buyer shall fall
due and payable without demand immediately on the happening of
any of the following events:
10.6.1 any threat or refusal by Buyer to pay any sum due to Seller on the due
date for payment;
10.6.2 if Buyer ceases or threatens to cease carrying on its business or
becomes unable to pay its debts when they fall due within the
meaning of section 214 of the Companies Act 1963;
10.6.3 the commission by Buyer of an act of bankruptcy or insolvency;
10.6.4 the commencement of any examinership, winding-up, liquidation,
bankruptcy or insolvency proceeding or the appointment of any
administrator, administrative receiver, liquidator, receiver of any asset
of Buyer, examiner, trustee in bankruptcy or similar official in any
jurisdiction or Buyer declaring or becoming entitled to any moratorium
on the payment of its debts; or
10.6.5 the levying or threat of execution of any distress or diligence on any
asset of Buyer.
11.1 Seller reserves the right to require confirmation of the identity of Buyer in
accordance with the requirements of the Criminal Justice (Money
Laundering and Terrorist Financing) Act 2010 as amended (or similar
type legislation in any applicable jurisdiction) and to withhold Goods until
receipt of such confirmation.
11.2 Seller reserves the right at any time to refuse cash payments and will not
in any event accept cash payments of €5,000 or more (or the equivalent
in any other currency).
12.1 All Returnable Packaging, Dispense Equipment and Containers supplied
by Seller to Buyer shall remain the property of Seller or its contractor but
shall be at Buyer’s risk and Buyer shall hold all such Returnable
Packaging, Dispense Equipment and Containers on trust for the Seller
and shall not sell, assign, pledge, charge, underlet or in any way part with
possession of any of it. Buyer hereby grants to Seller an irrevocable right
of access to Buyer’s premises at reasonable times and intervals and after
giving reasonable notice for the purpose of inspecting, auditing and/or
removing any Returnable Packaging, Dispense Equipment and
Containers. Buyer shall return all Dispense Equipment to Seller
immediately on request or, in the case of Returnable Packaging and
Containers, immediately and no later than two (2) months from the date
of delivery.
12.2 Buyer shall be responsible for all loss and theft of and damage to all
Returnable Packaging, Dispense Equipment and Containers. Where the
Returnable Packaging, Dispense Equipment or Containers is lost,
damaged or stolen, or if Buyer fails to return any Returnable Packaging,
Dispense Equipment or Containers in a like-for-like state, or at all, Seller
shall be entitled to charge Buyer and Buyer will, on demand, pay to Seller
the cost of replacement as new.
12.3 Seller shall be entitled to levy a deposit charge from time to time in
respect of Returnable Packaging, Dispense Equipment and Containers.
Credit against any such deposit levied will be given for the return in good
condition of the same.
12.4 It is the responsibility of Buyer to ensure that returned Returnable
Packaging, Dispense Equipment and Containers are noted on each
related delivery note. Buyer's signature on the delivery note or its
affirmation or payment of any invoice shall be conclusive evidence that it
agrees the accuracy thereof.
12.5 In no circumstances shall Buyer remove the Dispense Equipment from an
establishment to which it has been supplied or move it to another part of
the establishment except with the approval of and under the control of
Seller. Buyer shall not permit or suffer any third party to remove, repair or
modify in any way Dispense Equipment supplied by Seller, except with
the express authority of Seller.
12.6 Buyer shall be obliged to arrange and supply electricity for Dispense
Equipment where necessary. Buyer shall ensure that Dispense
Equipment supplied to or under the charge of Buyer is maintained in
good repair and condition, is kept in accordance with all relevant safety
standards and instructions, is insured with a reputable insurer from the
time of delivery in the name of and for the benefit of Seller and is returned
to Seller when no longer used by Buyer with Seller’s products supplied
12.7 Dispense Equipment supplied by Seller is not compatible with equipment
of other product suppliers and must not be interchanged with any such
equipment. The only products which may be dispensed through Dispense
Equipment provided by Seller shall be those draught products supplied
by Seller for which the Dispense Equipment was installed. In the event
that products not supplied by Seller are dispensed through such
Dispense Equipment, Seller shall be entitled to remove such Dispense
Equipment or charge for its use.
12.8 Seller will not accept any liability whatsoever for loss, damage, nor
(except arising out of Seller’s negligence) death or injury arising directly
or indirectly out of any interchange or attempted interchange of Seller’s
Dispense Equipment with equipment of other product suppliers and
Buyer will indemnify Seller against: (i) any loss suffered by Seller; and (ii)
any action, claim, demand or proceeding against Seller arising out of any
such interchange or attempted interchange.
12.9 Buyer shall comply with Seller’s reasonable guidelines as to storage,
handling and dispensing of the Goods from time to time.
12.10 Any point of sale material supplied by Seller is for use by Buyer for
business purposes relating to the Goods only and is returnable on
demand by Seller.
12.11 If Seller has consented to Buyer on-supplying Goods to 3rd party
customers of Buyer, then, without prejudice to the foregoing provisions of
paragraph 12 of these Conditions of Sale, Buyer shall procure that all
Returnable Packaging, Containers and (if applicable) Dispense
Equipment relating to such Goods are supplied by Buyer to 3rd party
customer on the same terms as those set out in paragraph 12 of these
Conditions of Sale.
13.1 These Conditions of Sale set out Seller's entire liability in respect of
the Contract.
13.2 Seller's liability under these Conditions of Sale or otherwise shall be
in lieu and to the exclusion of all other warranties, conditions, terms
and liabilities express or implied (including, without limitation,
under section 39 of the Sale of Goods and Supply of Services Act
1980), statutory or otherwise in respect of the quality or the fitness
for any particular purposes of the Goods or services or otherwise,
notwithstanding any advice or representation to Buyer, all liability in
respect of which, howsoever arising, is expressly excluded, except
as provided in paragraph 13.5 of these Conditions of Sale.
13.3 Seller shall under no circumstances whatever be liable to Buyer,
whether in contract, tort (including negligence), breach of statutory
duty, or otherwise, for any loss of actual or anticipated profit, loss
of business, loss of contracts, loss of revenues, loss of anticipated
savings, depletion of goodwill or for any special, indirect or
consequential damage of any nature whatsoever, howsoever
13.4 Seller’s liability (whether in contract, tort (including negligence),
breach of statutory duty, or any other form of action) for losses or
damage whether direct or (without prejudice to paragraph 13.3 of
these Conditions of Sale) indirect, foreseen, foreseeable or known,
however arising shall, except as provided in paragraph 13.5 of these
Conditions of Sale, be limited to the price paid by Buyer (exclusive
of all charges and taxes referred to in paragraph 4.2 of these
Conditions of Sale) to Seller for the Goods that are the subject
matter of Buyer’s claim.
13.5 Nothing contained in these Conditions of Sale shall restrict or
exclude Seller’s liability: (i) for death or personal injury caused by
Seller’s negligence; (ii) under section 12 of the Sale of Goods Act
1893 (as amended); (iii) for fraudulent misrepresentation; or (iv) for
other liability that cannot be excluded under applicable law.
13.6 The parties agree that the exclusions and limitations of liability
contained in this paragraph 13 are fair and reasonable in the light of
the Goods or services to be provided and the prices payable by
13.7 Subject to paragraph 13.5, but save as expressed herein, Seller shall
not be under any liability howsoever arising in respect of any claim,
action or proceedings brought by Buyer later than 2 years following
the date the cause of action arose.
13.8 Seller shall be under no liability to any purchaser of the Goods from
Subject to paragraph 13.5 of these Conditions of Sale, Buyer shall
indemnify Seller in respect of all damage, injury or loss occurring to any
person or property and against all actions, suits, claims, demands,
charges or expenses in connection therewith arising from the condition or
use of the Goods (or, where relevant, the provision of the services) in the
event and to the extent that the damage, injury or loss shall have been
occasioned partly or wholly by the act, omission, negligence or
carelessness of Buyer or its servants, agents or by any breach by Buyer
of its obligations to Seller hereunder.
15.1 In the event of a product recall, and if required by Seller, Buyer will
enforce Seller’s procedures (as notified to Buyer) covering product recall,
and will cooperate with Seller to ensure that the product recall is dealt
with promptly and effectively.
15.2 Buyer will immediately report to Seller any defect or possible defect in the
Goods which Buyer should reasonably be aware of, to ensure the safety
of Buyer’s customers.
Any notice given under the Contract shall be in writing in English and
shall be sent by pre-paid ordinary post (airmail if to an address outside
the country of posting) or personal delivery to the registered office or
principal place of business of the recipient, for the attention of the Legal
Department, or such other address as may be notified by a party hereto
to the other party hereto in writing. Any notice given according to the
above procedure shall be deemed to have been given at the time of
delivery, if delivered by hand, or three working days from the date sent, if
sent by post.
Neither party hereto shall be liable for any failure or delay in the
performance of its obligations under the Contract (other than an
obligation to pay any sums due under the Contract) which is caused by
circumstances beyond its reasonable control.
All intellectual property rights in the Goods shall remain the property of
Seller or its licensors. Buyer shall not acquire any intellectual property
rights, whether by licence or otherwise, relating to the Goods in any way
and may not copy or imitate the Goods or do or omit to do, or permit any
third party to do or omit to do, anything which may damage such
intellectual property rights in any way.
These Conditions of Sale, the Contract, and any dispute or claim arising
out of or in connection with it or its subject matter or formation (including
non-contractual disputes or claims), shall be governed by, and construed
in accordance with, Irish law, and the parties irrevocably submit to the
non-exclusive jurisdiction of the Irish courts.
The Seller shall process the Buyer’s personal data in accordance with its Privacy Notice available at https://bulmersdirect.ie//contentpage/privacy-notice