Terms and Conditions of Purchasing for Shannon Airport Authority plc
1.1 In these Conditions: “SHANNON AIRPORT AUTHORITY plc” means SHANNON AIRPORT AUTHORITY plc, Cuideachta Phoibli Theoranta or the Shannon airport management company a company incorporated in Ireland under registered number 391054. "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 SHANNON 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. SHANNON 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 SHANNON 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 statute 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 affect their interpretation.
2. BASIS OF PURCHASE
2.1 The Order, where completed or accepted by SHANNON AIRPORT AUTHORITY plc and the Seller, constitutes an offer by SHANNON 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 SHANNON 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 SHANNON 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 SHANNON AIRPORT AUTHORITY plc to the Seller or agreed in Writing by SHANNON AIRPORT AUTHORITY plc Writing
3.2 Any Specification supplied by SHANNON AIRPORT AUTHORITY plc to the Seller, or specifically produced by the Seller for SHANNON 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 SHANNON 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.
3.4 The Seller shall not unreasonably refuse any request by SHANNON 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 SHANNON AIRPORT AUTHORITY plc with all facilities reasonably required for inspection and testing.
3.5 If, as a result of inspection or testing SHANNON AIRPORT AUTHORITY plc is not satisfied that the Goods will comply in all respects with the Contract, and SHANNON 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 SHANNON 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. PRICE OF THE GOODS AND SERVICES
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 SHANNON AIRPORT AUTHORITY plc subject to receipt of a VAT invoice for services. Goods delivered into Shannon Airport are zero rated for VAT);
(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 SHANNON AIRPORT AUTHORITY plc in Writing.
4.3 SHANNON 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. TERMS OF PAYMENT
5.1 The Seller shall be entitled to invoice SHANNON 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, SHANNON AIRPORT AUTHORITY plc shall pay the Price of the Goods and the Services within 30 days of receipt by SHANNON 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 SHANNON AIRPORT AUTHORITY plc.
5.3 SHANNON AIRPORT AUTHORITY plc shall be entitled to set off against the invoice any sums owed to SHANNON AIRPORT AUTHORITY plc by the Seller.
5.4 SHANNON AIRPORT AUTHORITY plc shall pay interest on any overdue payment hereunder in accordance with, and subject to, the provision of, and at the rate specified by order under, the Prompt Payment of Accounts Act, 1997 as amended by SI No. 388 of 2002 and, in the case of the Seller, as if these provisions were applicable to it.
5.5 SHANNON AIRPORT AUTHORITY plc requires the Seller to have, and to produce for SHANNON 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 SHANNON 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 SHANNON 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 SHANNON 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 SHANNON 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 SHANNON 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 SHANNON AIRPORT AUTHORITY plc in good time with any instructions or other information required to enable SHANNON AIRPORT AUTHORITY plc to accept delivery of the Goods and performance of the Services.
6.9 SHANNON 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 SHANNON 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, SHANNON AIRPORT AUTHORITY plc shall be entitled to deduct from the Price or (if SHANNON 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. RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass to SHANNON AIRPORT AUTHORITY plc upon delivery to SHANNON AIRPORT AUTHORITY plc in accordance with the Contract.
7.2 The property in the Goods shall pass to SHANNON AIRPORT AUTHORITY plc upon delivery, unless payment for the Goods is made prior to delivery, whereupon it shall pass to SHANNON AIRPORT AUTHORITY plc once payment has been made and the Goods have been appropriated to the Contract.
8. WARRANTIES AND LIABILITIES
8.1 The Seller warrants to SHANNON 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 SHANNON 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 SHANNON 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 SHANNON 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 SHANNON AIRPORT AUTHORITY plc’s sole option and whether or not SHANNON 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 SHANNON 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 SHANNON 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 SHANNON 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 SHANNON 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 SHANNON 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 SHANNON 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 SHANNON 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 SHANNON AIRPORT AUTHORITY plc’s sole liability shall be to pay to the Seller the Price for the Goods or Services in respect of which SHANNON AIRPORT AUTHORITY plc has exercised its right of cancellation, less the Seller’s total net saving of cost arising from cancellation.
9.2 SHANNON 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 officer is 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) SHANNON 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. INSURANCE; ACCIDENTS
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 SHANNON AIRPORT AUTHORITY plc premises, the Supplier shall immediately notify SHANNON AIRPORT AUTHORITY plc of the occurrence of the accident and as soon as practicable thereafter, the Supplier will submit to SHANNON AIRPORT AUTHORITY plc a report of the accident in such form and containing such particulars as SHANNON AIRPORT AUTHORITY plc may require.
11. IMPORT TERMS
11.1 Where the Goods are to be delivered to SHANNON 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 SHANNON 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 SHANNON 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 SHANNON 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.