TERMS & CONDITIONS OF SALE
These Terms and conditions (“Terms”) apply to the delivery of Goods by Creative Flavours Ireland Limited to you, our customer and shall have effect unless expressly agreed in writing by us.
Creative Flavours Ireland, Rathbranagh, Patrickswell, Limerick, V94P8NX
VAT NO & EORI – IE6436179F

The giving of any delivery instructions, purchase order, the acceptance of or payments for any materials or any other act or conduct by the buyer after notification of this document, which is consistent with the buyer’s confirmation of the relevant transaction shall constitute unqualified acceptance by the buyer of the terms and conditions as specified herein. In the event of the buyer’s order containing special conditions, it is understood that such conditions are only binding so far as they are not at variance with the terms and conditions hereof.

1. DEFINITIONS
“CFI”, “Creative Flavours Ireland”, “our” “us” “the seller” or “we” (or derivatives) means Creative Flavours Ireland Limited.
“Goods” means the Goods you are purchasing from us.
“You” “the buyer” (and derivatives) means the customer, purchasing a product from Creative Flavours Ireland Limited.
“Agreement” means the contract formed by your PO and/or our Sales Order confirmation for each instance of supply of Goods (“Additional Terms”).
“CFI Persons” means each and all of our directors, employees, partners and agents, together with any other body or persons associated with us and engaged in the delivery of the Goods.
“Confidential Information” means information that may reasonably be considered sensitive in the context of the performance of the business, or has been indicated as confidential by either party.
“Delivery Charges/Customs Charges” means the delivery/custom charges for your order stated on the quote or on an order confirmation e-mail send to you by us.
“Delivery Address” means the delivery address you provided to us in your account or as stated on your order.
“Price” means the price of the Goods as stated in the quote or otherwise agreed in writing.
“working day” or “business day” means Monday to Friday, except bank or other public holidays in Ireland.

Supply of Goods by Creative Flavours Ireland Limited

2. PLACING AN ORDER
2.1 Creating a contract of supply
There shall be no contract between the seller and the buyer until the buyer’s order is accepted by the seller, via a Sales Order Confirmation. Acceptance will occur and a binding contract is formed when we send a Sales Order Confirmation e-mail. Should you not receive a Sales Order Confirmation, there is no contract in place and you should not rely upon delivery of product.

2.2 Declining your order
If we decline your order for any reason we will normally e-mail or telephone you to inform you, and give you our reasons. We will not normally accept any order unless you have a credit account with us and have not yet reached any credit limit or goods are paid for on a Proforma basis. Other reasons may include that the Price, offer, or product has changed or because any of the Goods you have ordered are not available.

2.3 Description of goods
The Goods will be those specified at the time of purchase or stated in a formal quotation and specification provided by us to you and will correspond to the essential characteristics, description and specification set out at the time of order. We will not be held responsible for minor variations that do not deem the product to be out of specification by the manufacturer and that will cause no discernible difference in the finished product. No such minor variation shall entitle you to rescind the contract, reject the Goods or be the subject of any claim against us.

3 Risk of loss or damage

Notwithstanding that the property in the goods may not have passed to you, you shall carry all the risk of loss and damage to the goods from the time when the goods are delivered to a carrier for transmission to you or the delivery of the goods to the stipulated place of delivery, either of which events shall constitute delivery to you.

From when the risk of loss and damage to the goods commences to be carried by you until CFI is paid in full for the goods, you shall

1) indemnify and keep indemnified CFI against all loss and damage to the goods and against reduction to the resale value thereof below the price to be paid thereof by you

2) insure and keep insured the goods in an amount at least equal to the price to be paid thereafter by you

3) hold upon trust for CFI absolutely all proceeds of such insurance.

3. DELIVERY
3.1 Delivery
Delivery will be to the Delivery Address provided by you. Any statements as to delivery within a specific number of days should be read as working days, and if a bank or other public holiday falls within any delivery period then you should allow an extra two working days for delivery. If you order after 12.00 p.m., please calculate your delivery time as if your order had been placed the following working day.

3.2 Delivery timeline
Any times quoted for delivery are estimates only and CFI shall not be liable for failure to deliver within the time quoted. We will use all reasonable efforts to deliver the Goods within the delivery timescales stated, however delivery times are not guaranteed. We cannot be held responsible for delays due to conditions outside our control including raw material shortages, customs clearance delays, weather affecting ferries or road haulage, carrier breakdown or delays due to border crossings etc.

3.3 Instalments
We may make delivery of the Goods by instalments. In such instances, we may invoice you for items delivered at time of delivery unless otherwise agreed in writing.

3.4 Failure to Receive the Goods
If delivery is attempted within our stated delivery hours and you are not present to accept the products or you unreasonably refuse to take delivery of the products, then we may abandon the delivery attempt, charge you our direct costs of returning the products to the manufacturer, a reasonable storage charge, and another delivery charge for re-delivering the products at another time.

3.5 Delivery and transfer of risk
There must be proof of delivery for all deliveries before our carrier will release the goods to you. The risk in the Goods shall pass to you on delivery.

3.6 Inspection on delivery
When you receive the Goods, you should immediately inspect them to confirm they are to specification and not damaged in any way, and you should inform us within 7 days of receipt of the Goods if you consider that the Goods are not to the specification ordered or are damaged, otherwise the Goods will be considered to have been correctly delivered, free from damage or faults. This will be without prejudice to any damage or fault you could not have discovered on reasonable inspection of the Goods. Deviations in quantity of the goods from that stated in the contract shall not give the customer any right to reject the goods or to claim damages and the customer shall be obliged to accept and pay at the contract rate for the quantity of the goods delivered.

3.7 Retention of Title
The property in the goods supplied by CFI shall remain in CFI until CFI has received payment in full for the goods.
The title to the goods (the subject of the contract), and all other goods (the subject of any other contract between you and the Buyer), which have been delivered to the Buyer but not paid for (at the due date of payment of the full price of the goods), shall not pass to the Buyer until the other goods have been paid for in full.

If you shall sell or otherwise dispose of the goods before payment in full has been made to CFI, you shall in such case act on your own account and not as agent for CFI and shall hold all monies received by you for such sale or disposal in trust for CFI and shall furnish CFI on request with the names and addresses of the persons to whom such disposals have been made together with all necessary particulars to enable CFI to recover any outstanding sums due from such persons.
So long as the property in the goods shall remain in CFI, you shall hold the goods as fiduciary agent for CFI and store the goods in a manner as to show them as the property of CFI and CFI shall have the right, without prejudice to the obligations of you to purchase the goods, to retake possession of the goods (and for that purpose to go onto the premises occupied by you).
Nothing in this clause shall confer any right upon you to return the goods. CFI may maintain an action for the price notwithstanding that property in the goods shall not have been vested in you.

4. YOUR RESPONSIBILITY
4.1 Inspection of Goods
Goods shall be to the specifications provided by the manufacturer and both parties shall rely upon such specifications as the standard against which our goods are provided. You shall inspect goods upon delivery to ensure that they conform with the goods ordered.

CFI shall not be under any liability whatsoever howsoever arising (including without prejudice to the generality of the foregoing liability whether founded in common law or statute arising from your negligence or that of any person for whom CFI is vicariously liable) in respect of or in connection with:

a. Any defects in the materials which could reasonably have been discovered by you on inspection or test prior to acceptance
b. if by reason of any defect in the goods there shall be a breach of any implied condition or warrant applicable thereto, CFI shall at its option either replace the goods or issue to you a credit, provided that CFI is notified in writing within seven days after delivery and the relevant good are returned to CFI at your cost.

4.2 Guidance on use of goods
While we may assist you in the legal declaration or the testing of goods, the application of flavours within your processes and provide you with advice and guidance relating to flavours in your processes and products, all such assistance is on a best endeavour’s basis only. You warrant that you shall;
a. Take responsibility for the declaration of the Goods supplied, within your own product
b. Satisfy yourself of suitability for purpose of the Goods supplied
c. Test and take responsibility for the precise blending, processing, packaging and shelf life used in your manufacturing process in connection with the Goods supplied.

4.3 Default by the customer
a. If you fail to comply with any terms of the contract (including stipulations as to payment) or
b. Commit an act of bankruptcy, makes an arrangement or composition with creditors or suffers any distress or execution, or
c. Resolves or is ordered to be wound up or has a receiver appointed then, in any such event, CFI shall have the right, (without prejudice to any other remedies), to cancel any uncompleted order and withhold or suspend delivery of further goods and to demand payment forthwith of all sums due to CFI by you or
d. In the event CFI exercises any rights it may have to stop the goods in transit because of your financial condition, CFI may at its option resell such goods at public or private sale without notice to you and without affecting CFI’s rights to hold you liable for any loss or damage caused by breach of contract by you.

5. CANCELLATION RIGHTS
5.1 Cancellation terms
Most products are made to order, so while we will endeavour to cancel an order if requested, if the product is already manufactured, we cannot cancel the order. Normally, it is not possible to cancel an order after it has been confirmed by receipt of a sales order.

5.2 Restriction on right to cancel
Cancellation rights do not apply where; Goods are ordered or modified to your specifications or personalised for you; if the seals are broken after delivery; the Goods are liable to deteriorate or expire rapidly; Goods are damaged and not returned in a resalable condition due to anything occurring after delivery; or the title to or possession of Goods has been given by you to a third party.

The buyer shall not reject any goods or cancel or purport to cancel the contract or any part of it because of an alleged default unless the seller shall have failed to correct such alleged default within thirty days of written notice specifying the default.

5.3 When you must inform us
You must inform us of your decision by a clear statement to us in writing before the cancellation deadline i.e., when the order has been confirmed by sales order or before the product has been manufactured.

6. RETURNS FOR ANY DEFECTS
6.1 Return of Goods
If the Goods have been delivered damaged or not to specification, then you must return the Goods including all packaging, contents, documents, and other items supplied with or as part of the Goods. You must return the Goods without undue delay, and no later than 14 days after delivery.

6.2 Costs of returning the Goods
a. You must bear the direct cost of returning the Goods, including direct costs of collecting the Goods from you. If any such costs are incurred, then you shall be responsible for reimbursement. If you do not hand over the Goods when arranged, you may be charged direct costs for each failed collection attempt. You agree that such costs may be deducted from any refund which may be obliged to be made to you.
b. You shall pay the CFI the cost (as stated by CFI) of any examination of the goods as a result of which CFI does not admit liability.
c. CFI’s liability for any claim whatever in contract (including negligence) or otherwise, for any loss or damage arising out of or in connection with or resulting from the manufacture, sale, delivery, resale, replacement or use of any of the goods shall in no case exceed the price paid by the buyer to the seller for the goods which give rise to the claim, plus expenses of customs, taxes, freight and insurance. In no event shall CFI be liable for any loss of profits, or special or consequential damages suffered by the buyer, including interest charges. Nothing contained in this paragraph shall by implication create any liability or obligation on the part of CFI, or effect or diminish any disclaimer or liability elsewhere contained herein.

6.3 Risk and insurance of Goods
The Goods that have been delivered are at your risk until they have been returned, and it is recommended that you insure the products accordingly.

General Terms

7. PROCESSING PERSONAL DATA (DATA PROTECTION)
7.1 Purpose of Processing
We may process personal details relating to you or your employees or representatives, for the purpose of administration and delivery of goods provided to you, and to make contact with you regarding our services. We may also process personal data in order to manage quality and standards in our work or to facilitate IT maintenance or the administration of our business.
7.2 Categories of personal data
Data categories relating to you or your representatives may include name, address, delivery address and details, phone numbers, e-mail contact addresses, social media identifications, unique identifications relating to electronic communication including but not limited to an IP address, the company represented, employer and position in the organisation, payment details, credit rating, and any other categories directly related to the supply of goods or services to you.

7.3 Third parties
Should we need to engage third parties for the delivery of service, or for administrative or delivery functions, including but not limited to the collection of debt or the transfer of debt to a third party, we may share personal data provided by you with the parties for these purposes.

7.4 International transfer
Where you request the goods or services to be provided outside the EEA (European Economic Area), or to be delivered in conjunction with others outside of the EEA, personal data provided by you may be shared with organisations or state bodies (customs, revenue authorities and etc.) outside of the EEA to fulfil an agreement between us.

7.5 Your staff and representatives
If you are purchasing as a business or in any capacity other than in a personal capacity, you warrant that personal data provided to us by you for the administration and delivery of goods and services being provided under the Agreement has been obtained fairly and lawfully. You also warrant that subjects are aware of the purpose for which their personal data is being used and that such data may be transferred outside of the EEA upon our request, and that the privacy rights of subjects have been upheld.

7.6 Information and access requests
Data subjects are entitled at any time to make information requests to establish if we hold personal data relating to them, the purpose for which such data is used and the categories of data. Data subjects are also entitled to have access to such data, be informed of who has access to that data, of the source of data if it was not provided directly by the subject in the first instance, the logic of any processing, a copy of comment or opinion relating to such activity, and where processing is automated, to make a submission. There are exceptions to some of these entitlements.

7.7 Web based applications / e-mail
Data provided to us may be processed on servers (e-mail, backup, operational applications and other web based software applications used by us), or on the servers of our suppliers or partners that do not reside within the European Economic Area EEA and that have not had an adequacy decision by the commission.

7.8 Additional personal data
In addition to the personal data described above, we may also hold;
a. credit reports received from third parties for the purpose of credit review.
b. Information provided by individuals while exercising their rights to access, rectify or erase your data, or to object or complain. This information is retained for the purposes of compliance record keeping and may be used in the event of further legal interaction between the individual and us.
c. cctv images of personnel who visit our premises. These recordings are made for the purposes of safety and security

7.9 Data retention
Personal data provided for the operation of your agreement with us will be retained for five years subsequent to the cessation of the Agreement to supply goods to you, or our last communication with you. Some data may be held for longer periods as required by law, or in the event of a possible legal action between the parties where it is deemed necessary to be retained as evidence.

For clarity; the nature of this Agreement is such that it will ‘roll on’ to facilitate ongoing supply of Goods. Cessation is when we no longer provide Goods on an ongoing basis and such termination of supply has been recorded in writing between the parties.

7.10 Subject rights
To ensure fair and transparent processing of any such personal data provided by you to us under this agreement we respect the rights of the data subjects over their personal data. These rights include;
a. Where information is collected directly from the subject, to be informed of the controller and representative (listed above), the purpose of processing, who will have access, the retention duration for the data, the consequences of not providing the data, and
b. Where data was not provided by the subject, we will identify the source of that data together with data categories.
c. To be informed if a failure to provide the personal data will have any direct and material personal consequences
d. To be informed on whether we have Personal Data relating to a subject, the categories of data and the purpose of processing
e. Access your personal data. Where the format is not reasonably understood, this shall be delivered in an intelligible format
f. To have inaccurate, incomplete or out-of-date personal data that we hold corrected, or deleted
g. To make a submission to any automated decisions making processes or profiling.
h. To transfer personal data to another controller
i. To have your personal data excluded from certain categories of processing.
j. To lodge a complaint with the Data Protection Commissioner. Contact details for the DPC can be found at www.dataprotection.ie.

7.11 Controller and representative
The Data Controller is Creative Flavours Ireland Limited and you may communicate with our Data Protection Representative by writing to our registered address, or e-mailing to creativeflavoursireland@gmail.com

8. CONFIDENTIALITY
We may acquire sensitive and Confidential Information concerning your business or affairs while delivering the Goods. We shall preserve the confidentiality of Confidential Information and we shall not disclose it beyond the engagement team unless permitted by you or by this clause. We shall comply with the confidentiality standards of any regulatory authority established in Irish law and with powers over us. We shall comply with any requirement of Irish law, and any regulatory body with powers over us, to disclose Confidential Information. Information relating to you, to our relationship with you, and to the Goods. Confidential Information may be shared by us with other parties who facilitate the administration of our business, or support our IT or operational infrastructure. We shall remain responsible for preserving confidentiality if Confidential Information is accessed by such other parties. This clause shall not apply where Confidential Information properly enters the public domain.

9. FORCE MAJEURE
CFI shall not be under any liability of whatever kind for non-performance in whole or in part of its obligation under the contract due to causes beyond the control of CFI or beyond control of CFIs suppliers including but not limited to, war, (whether an actual declaration thereof is made or not), sabotage, riot or other act of civil disobedience, acts of the buyer or a third party, failure or delay in transportation, acts of any Government or any agency or sub-division thereof, Government regulations, judicial actions, labour disputes, strikes, embargoes, illness, accident, fire explosion, flood, tempest or other acts of god, delay in delivery to CFI or CFI’s suppliers or shortage of labour, fuel, raw materials or machinery or technical failure. In any such event, the contract including, but not limited to, extending the time for performing the contract for a period of at least equal to the time lost by reason of such causes.

10. PAYMENT TERMS
10.1 Charges & VAT; You agree to pay the price, delivery charges and any other charges stated arising from the order or its delivery e.g. Customs Clearance and Duties. You are obliged also to pay VAT on all charges, at the same time as the charges. Unless otherwise represented, all charges are stated exclusive of VAT.

10.2 Payment; If you have a credit account with us, then the Price, Delivery Charges, and any other fees and amounts must be paid on cleared funds within 30 days (or such other period we may have agreed in writing with you) of your order. If you do not have Credit Account with us, payment of the Price, Delivery Charges, and all other fees and amounts must be made with your order.
Should you fail to pay any amount on time, then we shall have the rights to charge you, and you shall pay on demand, daily interest on the overdue amount such interest to run from the date when you should have paid it until the date you actually pay it (both before and after we obtain any court judgement) at the per-annum rate of 8% over the interest rate applied by the European Central Bank to its most recent main refinancing operations as published in the Official Journal of the European Communities

11. OTHER TERMS
11.1 Exclusion of your terms of purchase; These Conditions apply to the exclusion of your own terms and conditions of purchase notwithstanding anything to the contrary in your own terms and conditions and you waive any right you otherwise may have to rely on your terms and conditions.

11.2 Assignment by customer; You may not assign, transfer, charge, or declare a trust over the benefit of the contract or any rights under it to anyone else without our prior written consent.

11.3 Assignment by Creative Flavours; We shall be entitled to assign the benefit of the contract and any debts under the contract.

11.4 Standard; CFI undertakes that the materials supplied will correspond within the limits normally accepted within the industry with the samples or specification originally approved by you. You shall be obliged to examine the materials upon receipt and prior to processing them to ascertain that the materials comply with the quality and specification originally approved by you. Where the materials are supplied in accordance with the samples or specifications furnished by you, CFI shall be under no liability if such materials are not fit for any purpose whether the same be made known to CFI or not. Where type samples have been submitted for general consideration by you, they shall not be regarded as definitive. Pre-purchase or pre-delivery samples will be supplied on request and it is these which will form the standard material under the contract.

11.5 Sub-contracting; We may sub-contract our obligations under the contract.

11.6 Severability; Each clause or sub clause of the Agreement constitutes a separate and independent provision. If any provisions of the Agreement are judged by any court or authority of competent jurisdiction to be void or unenforceable, the remaining provisions shall continue in full force and effect.

11.7 Invalid clause; If any provisions of the Agreement are judged by any court or authority of competent jurisdiction to be void or unenforceable, that provision shall be replaced with a provision that gives legal effect to the meaning and intention of the initial clause, and is acceptable to the authority that found the clause to be void or unenforceable.

11.8 No Waver; Failure to exercise or enforce any rights shall not amount to a waiver of such rights.

11.9 Law and jurisdiction; The Agreement shall in all respects be subject to and governed by Irish law and all disputes arising on any basis from or under the Services Contract shall be subject to the exclusive jurisdiction of the Irish courts.

11.10 Contact Us; If you have any questions about these Terms, please contact us at creativeflavourireland@gmail.com