HYGIENE MANAGEMENT SYSTEMS NEXT DAY CATERING EQUIPMENT: STANDARD TERMS & CONDITIONS OF SALE (this “Agreement”)

In this Agreement,
the "Customer" means any person who places an Order with Hygiene Management Systems (either as a private consumer or as a business);

the "Goods"
means any items sold or supplied by Hygiene Management Systems under an Order;

"Hygiene Management Systems"
means Hygiene Management Systems Plc, a branch registered in Ireland with company number 903772 and a registered address Unit F6 Maynooth Business Campus, Maynooth, Co Kildare, W23 F9F4, Ireland;

"Order"
means any request or order (via phone, web order (excluding Ebay or Amazon) or mail order) to purchase the Goods;

"Website"
means the Website operated by Hygiene Management Systems at www.hms.ie or any successor or replacement website operated by Hygiene Management Systems; and

the "Parties"
refers to the Customer and Hygiene Management Systems

1. Validity

1.1 This Agreement is the only form of contract between the Parties and any Customer terms and conditions will not apply unless expressly agreed in writing. By submitting an Order, the Customer agrees to apply the terms and conditions of this Agreement in priority over any other agreement between the Parties except previously agreed Hygiene Management Systems Credit Account terms and conditions which, where conflict arises, take precedence over this Agreement.

1.2 Any Order is subject to acceptance by Hygiene Management Systems. Hygiene Management Systems is not obliged to accept any Order or to justify refusal of the same. Receipt of payment for Goods by Hygiene Management Systems does not in itself constitute acceptance by Hygiene Management Systems of the Order.

1.3 Hygiene Management Systems may vary the terms and conditions of this Agreement from time to time by publishing new terms and conditions on the Hygiene Management Systems Website or catalogue.

2. Goods being Sold

2.1 Descriptions and specifications for the Goods are set out on the Hygiene Management Systems Website at the time of the Order or the Hygiene Management Systems catalogue from which the Order is placed provided the catalogue is current at the time of the Order.

2.2 Goods ordered in a specific colour, pattern or design are sold subject to stock availability and Hygiene Management Systems may substitute the Goods with newer items or items of comparable or better quality, alternative colour, pattern or design with the Customer’s approval.

2.3 If any Goods are unavailable or out of stock then Hygiene Management Systems may cancel the Order in whole or in part and refund any monies paid or issue a credit note. Alternatively, Hygiene Management Systems may vary the Order with the Customer’s approval.

2.4 Customers placing Orders for Goods confirm that they are over 18 years of age and that delivery will be accepted by a person over 18 years of age.

3. Terms of Payment and Payment Methods

3.1 The Goods shall be payable at the prices listed on the Hygiene Management Systems Website at the time of the Order or the Hygiene Management Systems catalogue from which the Order is placed provided the catalogue is current. Hygiene Management Systems reserves the right to update prices on the Hygiene Management Systems Website or in future Hygiene Management Systems catalogues from time to time. Occasionally, prices advertised on the Hygiene Management Systems Website may differ from prices advertised in the Hygiene Management Systems catalogue and Hygiene Management Systems is under no obligation to honour the price in the Website if the Order is placed through the catalogue. A delivery and/or insurance charge may be payable in addition to the price of the Goods. All prices are quoted in Euro.

3.2 Unless otherwise stated, all prices quoted exclude Value Added Tax (“VAT”). Any such VAT shall be charged in accordance with the relevant regulations in force at the time of the Order.

3.3 Occasionally an error may cause the price/description published or advertised for Goods to be incorrect, in which case Hygiene Management Systems shall be under no obligation to honour the incorrect price or Order.

3.4 Payment for Goods and Delivery may be made by any of the options listed on the Hygiene Management Systems Website or catalogue. Cheques and cash usually require a minimum of 6 working days to clear and the Customer account, order or quote number MUST be referenced with payment. Hygiene Management Systems reserves the right to withhold or refuse further shipments of Goods until all overdue accounts are settled. Any unpaid or bounced cheques returned by a bank will be subject to an administration fee of €25 each.

3.5 Hygiene Management Systems reserves the right to charge interest at a rate of 8% of the value of the relevant Order on late or overdue payments by the Customer.

3.6 All Orders may be subject to further credit or security checks.

3.7 Hygiene Management Systems’ Price Promise applies to any lower published price for a like-for-like product offered on the same terms in the Republic of Ireland. Like-for-like means Goods should be the same brand and specification. The goods must be offered with the same delivery service and warranty as Hygiene Management Systems’ and the competitor must have stock availability at the time of ordering. The price will not be matched where there are ‘hidden extras’ such as delivery charges. In order to qualify, the price must be published in writing. Hygiene Management Systems’ Price Promise excludes comparing like-for-like products from companies within the Hygiene Management Systems group of companies.

4. Delivery

4.1 Full delivery prices and options are listed on the Hygiene Management Systems Website or catalogue and subject to change from time to time.

4.2 If an Order is placed by a Customer and accepted by Hygiene Management Systems before 5pm on a working day (a working day being any day other than weekends and bank/public holidays), stocked products are usually delivered within 24 hours from the time of acceptance of the Order within the mainland of the Republic of Ireland (excluding certain remote areas). Large or fragile items may take longer. Delivery times are stated as a guideline and are subject to change.

4.3 Offshore/Remote deliveries will usually be despatched as soon as possible however the actual delivery time cannot be guaranteed and will vary depending on the delivery location.

4.4 Hygiene Management Systems will use reasonable endeavours to meet delivery estimates in all cases however Hygiene Management Systems cannot be held liable for any loss or damage due to delay in delivery.

4.5 Risk in the Goods transfers to the Customer at the time of delivery but title will not pass until payment has been made in full for the Goods in question.

4.6 Goods delivered are used, stored and installed at the Customer’s own risk and Hygiene Management Systems will not be liable for any damage, loss or disruption caused by the same. Where installation/disconnection services have been ordered by the Customer, further charges, terms and conditions may apply as communicated by Hygiene Management Systems to the Customer before delivery.

4.7 All large machinery, refrigeration and flat packed Goods are delivered to the front door of ground floor locations only. The delivery person/driver may at his/her discretion assist with delivering the Goods to a location within the premises nominated by the Customer, at the Customer’s sole risk.

5. Returns and Warranties

5.1 If the Customer is a private consumer domiciled in a member state of the EEA, the Customer may have a right, in accordance with their applicable local law, to cancel the Order without giving a reason within 14 working days of receiving the relevant Goods. In that instance, the Customer may be entitled to a full refund. In order to exercise this right, the Customer should contact Hygiene Management Systems at 01 6290033 for details on how to return the Goods. Free collected returns are available for next day (parcel packed) Goods only- contact customer service to arrange. The Customer will be responsible for the cost of returning all other Goods to Hygiene Management Systems.

5.2 Subject to the conditions in this Clause 5, Goods may be returned for a refund, exchange or replacement within 30 days provided they are returned unused, in a saleable condition and in their original packaging. Certain large or bulky items may be subject to a restocking fee. Certain Goods cannot be returned for hygiene purposes. Certain Goods such as knives must be returned in adequate postal packaging for health and safety reasons. Certain last-in-line or special-to-order Goods may also be non-returnable and will be flagged accordingly on the Hygiene Management Systems Website or catalogue. The cost of returns may be refunded in whole or in part to the Customer at Hygiene Management Systems’ discretion.

5.3 Goods are guaranteed in accordance with the terms of the manufacturer’s warranty or for 1 year from delivery unless otherwise stated. Certain manufacturers do not offer full parts and labour warranties in the Republic of Ireland. Goods reported faulty within the specified warranty period may be repaired, replaced or exchanged at Hygiene Management Systems’ discretion. This warranty applies to Customers based in the mainland of the Republic of Ireland only.

5.3 Goods that are damaged due to delivery must be reported to Hygiene Management Systems within 24 hours. Large Goods such as refrigerators must be inspected by the Customer on delivery for damage and an acceptance of delivery docket completed noting any damage that resulted from delivery. Goods that are missing from delivery must be reported to Hygiene Management Systems in writing within 7 days from delivery.

5.4 The warranties in this Clause 5 do not apply to any defect in the Goods caused by the fault, negligence, or failure of the Customer to use the goods for their normal intended purposes or failure to adhere to manufacturer instructions (including storage, use in incorrect environment, maintenance, de-scaling, and cleaning). Gaskets, refrigerants, filter driers, shelves, tray slides, castors and legs, electric lamps, fuses, keys, locks, glass, filters, mains plugs and leads, hose connections and consumables are warranted to be free from defect on delivery only and any damage caused due to delivery must be reported to Hygiene Management Systems within 24 hours to qualify for replacement, repair or refund at Hygiene Management Systems’ discretion. Goods marked ‘semi-commercial’, ‘light-duty use only’ or similar must not be used as substitutes or replacements for heavy-duty or commercial-grade equipment. Goods marked ‘no commercial warranty’ are sold without any warranties unless otherwise stated. Certain Goods may be disposed of in accordance with Hygiene Management Systems safety instructions for replacement, exchange, or refund with Hygiene Management Systems’ prior approval. Engineer callouts and repairs carried out on non-warranty faults or defects may be subject to further charges including where the Customer has missed or is unduly late for an arranged call-out. No Goods will be sold on a ‘sale or return’ basis without prior written approval by Hygiene Management Systems. Hygiene Management Systems may in its reasonable discretion invalidate warranties for any Goods that have been or are suspected to have been altered, tampered with, serviced, repaired, or attended to without Hygiene Management Systems’ prior approval.

5.5 Old electrical & electronic equipment may be disposed of by prior arrangement in compliance with WEEE regulations. Full details of Hygiene Management Systems’ WEEE compliance policy are available on the Hygiene Management Systems Website.

5.6 Statutory rights for Customers placing Orders and returning Goods as private consumers (as defined by law) are not affected by the terms of this Agreement.

6. Termination

6.1 Hygiene Management Systems reserves the right, by notice to the Customer, to cancel or suspend any Order where payment has not been received in accordance with Clause 3 of this Agreement.

6.2 Hygiene Management Systems reserves the right to terminate this Agreement if the Customer cannot pay its debts or becomes bankrupt or has a winding-up order made or appoints an Examiner, Liquidator, Receiver or similar is appointed over the whole or a substantial part of the assets and undertaking of the Customer.

6.3 Hygiene Management Systems reserves the right to suspend or terminate performance of this Agreement where delivery or supply of the Goods and/or performance of this Agreement is affected by reasons out of Hygiene Management Systems’ reasonable control such as force majeure, act of God, adverse weather and government intervention, sanction or legislation.

6.4 Hygiene Management Systems reserves the right to cancel any Order where it is reasonably suspected that the Customer is not legally permitted to purchase any Goods specified in the Order (such as solvents and knives).

7. Limitation of Liability

7.1 The Customer agrees that Hygiene Management Systems aggregate liability for any losses or damage of any kind suffered by the Customer under or in connection with this Agreement shall be limited (to the maximum extent permissible under applicable law) to the actual amount paid by the Customer to Hygiene Management Systems for the Goods under the relevant Order. Hygiene Management Systems shall not be liable, to the maximum extent permissible under applicable law, for loss of business, business interruption or loss of time or any indirect or consequential loss due to the use or purchase of the Goods by the Customer. Nothing in this Agreement shall exclude Hygiene Management Systems’ statutory liability for personal injury or death or for fraud.

7.2 Except as expressly stated in this Agreement, Hygiene Management Systems hereby excludes, to the fullest extent permitted by applicable law, all conditions, and warranties (express or implied, statutory, customary or otherwise) which, but for such exclusion would or might subsist in favour of the Customer.

7.3 Goods sold are not insured for delivery unless confirmed as insured by Hygiene Management Systems on acceptance of the Order.

8. Intellectual Property Rights and Confidentiality

8.1 Goods sold or supplied by Hygiene Management Systems may be subject to copyright (whether owned by Hygiene Management Systems or a third party) and the Customer covenants not to breach, infringe or prejudice any intellectual property and copyright associated with the Goods without approval. The Customer agrees to indemnify and hold Hygiene Management Systems harmless for any breach of said covenant.

8.2 The Customer’s data protection and privacy rights under this Agreement are set out in Hygiene Management Systems’ privacy policy (available on the Hygiene Management Systems Website) which is incorporated by reference herein.

9. Jurisdiction

9.1 This Agreement is governed by the laws of the Republic of Ireland and the Parties shall be subject to the exclusive jurisdiction of the Irish courts.

9.2 Any right or obligation contained in this Agreement shall be distinct and severable and if one or more of the same are declared invalid, illegal, void, or unenforceable then the remainder shall continue in force and effect to the fullest extent permissible by law.

9.3 This Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud.

9.4 Hygiene Management Systems reserves the right to sub-contract or assign all or part of the performance and obligations of this Agreement. Hygiene Management Systems will use reasonable endeavours to notify the Customer where such sub-contract or assignation takes place.

9.5 No delay or failure on the part of Hygiene Management Systems in enforcing any provision of this Agreement shall be deemed to operate as a waiver of any rights held by Hygiene Management Systems under this Agreement nor shall any single or partial exercise of any rights or remedies by Hygiene Management Systems preclude any other or further exercise of a right or remedy.

9.6 Any notice to be served under this Agreement may be sent by ordinary prepaid post to the registered address of the Customer and of Hygiene Management Systems or by email and shall be deemed to have been received 48 hours after posting or email of same. Such notices will be addressed for the attention of the general manager of the Customer or Hygiene Management Systems and copied to the Company Secretary of the Customer or Hygiene Management Systems