Terms and Conditions of Sale

 The relationship between P.J. Carroll & Company Limited ("we", "us", "our") and you (the Customer) is governed by these Terms and Conditions of Sale, any Trading Agreement, the Terms and Conditions of Use of our online ordering system, our Privacy Statement and our Cookies Policy.

We would draw the Customer's particular attention to the limits and exclusions to our liability as set out in the "Limitation of Liability" section of these Terms and Conditions of Sale.

1. GENERAL

1.1. The Terms and Conditions of Sale as set out below cancel and supersede all previous issues.

1.2. "The Agreement" means these Terms and Conditions of Sale, the Terms and Conditions of Use of our online ordering system, our Privacy Statement, our Cookies Policy and any Trading Agreement.

1.3. "The Company" means P.J. Carroll & Company Limited (with company number 67771), whose registered office is at The Greenhouse, 6th Floor, Block E, Mountain view, Leopardstown, Dublin 18. The Company's VAT number is IE8Z19149J.

1.4. "The Customer" means any company or person who receives a price list from and/or places an order with the Company whether or not that order is accepted.

1.5. "Trading Agreement" means an agreement between the Company and a Customer relating to volume and other issues.

1.6. This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written.

1.6.1. Each order placed by the Customer with the Company constitutes an offer which the Company is free to accept or reject as it chooses and accordingly any price list or quotation constitutes no more than an invitation to the Customer to offer to purchase the Company's products.

1.6.2. The Company is prepared to receive orders via Electronic Data Interchange (EDI), provided orders are created in accordance with the Company's terms for electronic placing of orders. The Customer shall bear the risk of failure of an order placed by EDI being received by the Company.

1.6.3.The Company will indicate its acceptance of the Customer's order either expressly or by its conduct in dispatching the products.

1.6.4. All contracts of sale by the Company shall be subject to this Agreement to the exclusion of any terms or conditions supplied by or on behalf of the Customer.

1.6.5. This Agreement cannot be varied, suspended or added to except with the prior written consent of the Company. Only the Head of Trade or General Manager of the Company has the authority to vary, suspend or add to this Agreement.

 1.6.6. No other employee, salesperson or agent of the Company has the authority or ability to change or suspend these terms in any manner whatsoever. If there is any inconsistency between this Agreement and the express terms contained in any written contract, order form, acknowledgement or otherwise between the parties then this Agreement shall prevail unless specifically varied by the written agreement of the Company.

 1.6.7. If subsequent to any contract of sale, which is subject to these Terms and Conditions of Sale, a contract of sale is made with the same Customer (in whatever form) without express reference to any Terms and Conditions of Sale, such contracts shall be deemed to be subject to these Terms and Conditions of Sale.

 1.6.8. In the event that anything set out in an order conflicts with these Terms and Conditions of Sale, the order shall prevail.

 1.7. Please note that accounts can only be opened at the Company's discretion and will be subject to the receipt of satisfactory references and completion of customer credit checks. Any credit terms whatsoever will only be permitted at the Company’s discretion.

1.8. Any order placed by the Customer with the Company is deemed acceptance of the Terms and Conditions of Sale set out herein.

1.9. This Agreement is made only in the English language.

2. TRADE IN COMPANY'S PRODUCTS

2.1. The Company expects all Customers to comply with all applicable laws and regulations relevant to their business, relating to the transportation and the resale of the products.

2.1.1. Please be mindful that trading in illicit tobacco products is prohibited.  The Company reserves the absolute discretion to suspend this agreement (and any other agreement with the Company) if the Customer is convicted of illegally selling or smuggling illicit or contraband tobacco products in a court of law.

2.1.2. Section 45 of the Public Health Tobacco Act 2002 (as amended) makes it illegal to sell tobacco to any person under the age of 18 years.  The Company reserves the absolute discretion to suspend this agreement (and any other agreement with the Company) if the Customer is convicted of this offence or indeed any offence pursuant to the Public Health Tobacco Act 2002 (as amended) or the Public Health (Standardised Packaging of Tobacco) Act 2015.

2.2. The Company further reserves the legal right to stop supplying products to persons or companies at the Company's discretion.

3. PRICES

3.1. All prices, including prompt settlement prices, charges and rates of VAT are subject to alteration without notice.  In the event of any such alteration, orders received but not yet despatched will be charged at the rates applicable at the date of despatch.

4. ORDERS

4.1. The Customer represents that anyone who places on order on behalf of the Customer has authority to do so on behalf of the Company.

4.2. All orders are subject to the prices ruling at the date of despatch thereof.  No order shall result in a binding contract of sale until expressly accepted by the Company in writing, or by the Company dispatching the products, and unless otherwise agreed by the Company in writing, these Terms and Conditions of Sale shall apply to all orders placed with the Company.  Any stipulation or condition in a Customer's order form which would conflict with, quality or negative any of these Terms and Conditions of Sale shall be inapplicable to any order placed with the Company.

4.3. If the Customer defaults on any payment or becomes insolvent or if a company goes into liquidation, or if the Company has reasonable cause to doubt the Customer's financial stability or its ability to perform its obligations under the Agreement consistently and in a sustained manner, the Company may at their option cancel further deliveries.  Cancellation of orders accepted by the Company will be at the Company's discretion only and the Company may charge for all work carried out or expenses incurred in relation to the order before acceptance of the cancellation.

4.4. Minimum Order Quantity:

All orders must consist of a minimum of 3,000 cigarettes.

4.5. Value Added Tax:

Customers will be invoiced at the net invoice price as shown in the Company's Trade Price List as at the date of despatch.  The amount of the Valued Added Tax at the current rate will be shown on a separate line at the foot of the invoice and included in the total.

4.6. Credit Accounts:

Credit accounts can only be opened after the proper completion of the new account application form and, in addition, the following general regulations will apply:-

4.6.1. Sole Traders:

The Company will require;-

1. A Bank guarantee for the expected credit exposure and (b) Full details of the sole traders (including home address and proof of identity) that may be required to enter into a personal guarantee for payment of all monies to become due on the Customer's account with the Company.

4.6.2. Partnership:

The Company will require:-

1.  A bank guarantee for the expected credit exposure; and
2. Full details of the partnership agreement together with details of the individual partners (including home address and proof of identity) who maybe required to enter into joint and several guarantees and/or a personal guarantee for payment of all monies to become due on the Customer's account with the company.
3. Any change in the partnership must be notified to the Company in writing by all remaining partners.

4.6.3. Companies Limited by Shares/Designated Activity Companies:

The Company will require:-

1. A bank guarantee for the expected credit exposure; and
2. Full details of directors who may be required to enter into joint and several personal guarantees for payment of all monies to become due on the Customer's account with the Company; and
3. Full disclosure of private share capital.

4.6.4. A direct debit mandate is required for all credit accounts.

4.6.5. The Company may require copies of financial statements to be furnished on a regular basis.

4.6.6. The Company reserves the right to reject any credit application without stating the reasons therefore. The Company also reserves the right at its sole discretion to alter, amend or close existing credit accounts.

4.6.7. Following approval of new accounts, the Company will notify the Customer in writing of the Terms and Conditions of Sale.

5. PAYMENT TERMS

5.1. Goods are supplied in accordance with the terms of credit agreed between the Customer and the Company.

5.1.1. The Company will issue an invoice to the Customer for the goods and payment will be due at the time agreed between the Parties. Unless agreed otherwise, payment term is 14 days from the date P.J. Carroll issues an invoice. Where a bank guarantee is provided by a Customer pursuant to clause 4.6, the payment term may increase to 28 days from the date P.J. Carroll issues an invoice.

5.1.2. The balance due as per statement should be paid in full.

5.1.3. In relation to all credit accounts for which a valid direct debit mandate has been completed by the Customer and received by the company, payment is made in accordance with credit terms to be allowed by the Company and notified in writing to the Customer.

5.1.4. Failure to comply with these terms may result in the immediate withdrawal of credit facilities.

5.2. Customer Legal Status:

No change in the legal status of the Customer will be allowed until the Customer completes the new account application under the new status and until the acceptance of that new status is given in writing by the Company.

5.3. Recommended Retail Prices:

The Company reserves the right from time to time to suggest a Recommended Retail Price for each brand of goods distributed by the Company.

 In this condition:-

"Retailer" means any person reselling goods to the public, including resale from automatic vending machines; and

"Recommended Retail Price" means the price recommended by the Company for the sale by the Retailers of goods distributed by the Company.  The particulars of the Recommended Retail Prices set by the Company are shown on the Company's current Price List.

5.4. Reservation of Title:

5.4.1. Notwithstanding delivery and passing of risk the property and title in the goods shall remain in the Company and shall not pass to the Customer until the Customer shall have discharged all sums due by the Customer to the Company at the date of the final handling over possession of the goods (hereinafter referred to as "the relevant sums") whether such sums shall be due on foot of this transaction or shall be due on foot of some other transactions between the Customer and the Company.

5.4.2. In such circumstances the following provisions shall apply:-

The Company hereby confers to the Customer the right to sell or otherwise dispose of the goods, subject to as hereinafter provided, in the normal course of business.  If the Customer (who shall in such case act on his own account and not as an agent for the Company) shall so sell or otherwise dispose of the goods, the Customer shall hold all monies received for such sale or other disposition in trust for the Company and undertake to maintain an independent account of all sums so received and on request shall provide all details of such sums and accounts.

5.4.3. Notwithstanding the property remaining in the Company, all risks shall pass to the Customer who shall hold the goods as bailee for the Company and store the goods safely and suitably so as to clearly show them to be the property of the Company and identifiable as such. The Customer hereby authorises the Company to enter upon the premises of the Customer or to any other premises designated by the Customer for delivery of the goods, to recover possession of the goods at all reasonable times and without notice to the Customer.  Nothing in this clause shall confer on the Customer any right to retain the goods.  The Company may maintain an action for the price notwithstanding that property and title in the goods shall not have been vested in the Customer.

5.4.4. Prior to the payment in full of all sums due by the Customer to the Company under this contract the Customer shall be entitled to use the goods as provided above but may not offer the goods or their proceeds where sold or otherwise disposed of as security for the performance of any obligations of the Customer by any third parties.

5.4.5. At any time prior to the Customer paying all relevant sums the Company may, by notice in writing delivered to the Customer's last known address or place of business, determine the Customer's right to use the said goods to the Company or the Company may enter the Customer's premises at all reasonable times for the purpose of recovering the said goods or any part of them further, in the happening of any of the events set out below, such events shall forthwith, without any necessity of notice, determine the Customer's right to use, sell or otherwise dispose of the goods:

1. Any notice to the Customer that a Receiver or Manager is to be or has been appointed;
2. Any notice to the Customer that a petition to wind up is to be or has been presented or any notice of any resolution to wind up the Customer (save for the purpose of reconstruction or amalgamation) has been passed;
3. A decision by the Customer that the Customer intends to make arrangement with its creditors;
4. The insolvency of the Customer within the meaning of Section 62 Subsection 3 of the Sale of Goods Act 1893.

5.4.6. Furthermore, independently of the above, where any of the foregoing provisions do not apply the Company hereby reserves the right of disposal as provided by Section 19(1) of the Sale of Goods Act 1893.

6. DELIVERY

6.1. The products will be deemed to have been delivered to the Customer when delivered to a person appearing to have authority to sign for them at the destination specified by the Customer.  Risk in the products shall pass to the Customer immediately on delivery. The Customer must maintain the products in a satisfactory condition and keep them insured against all risks for their full price from the date of delivery.

6.2. Any despatch date or delivery time specified is an estimate only and the Company shall not be liable for any economic loss or damage whatsoever sustained by the Customer as a result or a failure by the Company to comply with such estimate.

6.3. The Company shall be entitled to deliver the products in one or more separate consignments.

7. RETURNS

7.1. Product returns are at the Company's discretion and must be pre-authorised by a Company representative.

7.2. Customers wishing to return stock should contact their Company trade or telemarketing representative & provide details of product codes or descriptions, quantities and the reason for return. Product returns will only be considered if claims are made within six months of delivery. Customers have no right to return products which are not damaged, short delivered or pilfered. Product returns or other claims in relation to products which are allegedly damaged, short delivered or pilfered will only be accepted in accordance with clause 8.

7.3. When returns are authorised and accepted by the Company, the Company's certificate as to the quality, quantity and price credited for such products shall be final and binding.

7.4. Authorised returns will either be replaced with new stock or refunded in accordance with current customs & excise rules. Only full unopened packets/pouches of cigarettes and tobaccos may be returned.

7.5. The Company will arrange collection of authorised returns which should be in a sealed bag or box and must bear the returns authorisation number if one has been provided to the Customer. Customers must not send returns by post.

8. CLAIMS

8.1. No claims for damage, pilferage or short delivery or non delivery will be accepted by the Company unless:

8.1.1. each claim complies with the procedure set out in this clause; and

8.1.2. the Customer gives all necessary authority and assistance to the Company to enable it to process the claim against the carrier.

8.2. Non-Delivery

lf the products have not been received within 14 working days from the date of the Customer's order being placed, immediate notification must be made, providing full details of the order, either (i) to the Company Representative; (ii) by contacting the Telemarketing department by telephone; or (iii) by email to info@pjcarroll.ie

8.3. Damage, Pilferage or Short Delivery

The Customer must examine all packages, cases, etc, in the presence of the carrier on delivery and:

8.3.1. where a consignment is short delivered or appears to have been tampered with or damaged this should be indicated on the carrier's copy of the delivery note recording details of any damage, dampness or apparent pilferage and if the number of packages, cases, etc shown on the delivery note differs from the number delivered this should also be indicated. In addition notification must be made within 48 hours giving full details either (i) to the Company Representative; (ii) by contacting the Telemarketing department by telephone; or (iii) by email to info@pjcarroll.ie

8.3.2. If packages appear to be in perfect condition a clear signature should be given (expressions such as unexamined or unchecked etc. will be regarded by the carriers appointed by the Company as a clear signature  and should not be used) and the total number of cases received entered in the appropriate box.

8.4. All packages must be unpacked immediately, the contents checked and any shortage or damage notified to the Company in writing or by telephone within 48 hours giving full details and the Company given an opportunity to inspect the products before any use is made of them. The Company may within 15 days of receiving such notification be given full access to inspect the products and the Customer shall take all necessary steps to enable the Company to do so.

8.5. All returns of products which are damaged, pilfered or short delivered:

1. shall only be made if authorised or accepted by the Company; and
2. the Company's certificate as to the quality, quantity and price credited for such products shall be final and binding; and
3. the Customer's sole and exclusive remedy will be credit or a refund for the damaged, pilfered or short delivered products of an amount equal to the charges for the damaged, pilfered or short delivered products.

9. DATA PROTECTION

9.1. The Company collects personal data for the purposes of administering customer accounts and to provide Customers with details of offers from P.J. Carroll.

9.2. Any personal data collected from individuals by the Company will be kept in accordance with the Company's Privacy Statement, a copy of which is available at Privacy Policy

9.3. The Company and the Customer agree to comply with their respective obligations under applicable data protection law, including the Data Protection Acts 1988 and 2003 and any replacement legislation, including regulation (EU) 2016/679 known as the General Data Protection Regulation.

9.4. If the Customer acquires from the Company in the course of the Agreement, any personal data relating to any personnel of the Company or any other individual ("Company Personal Data") the Customer will:

1. process the Company Personal Data strictly in accordance with the terms of this Agreement and the Company's written instructions from time to time;
2. not disclose the Company Personal Data to any third party or use the Company Personal Data for any purpose, other than to the extent necessary to comply with obligations under this Agreement or as authorised pursuant to this Agreement or otherwise approved in writing by the Company;
3. promptly assist the Company at the Company's reasonable cost with any subject access requests which may be received from individuals to whom the personal data relates;
4. at the Company's reasonable cost promptly carry out a request from the Company to amend, transfer or delete any of the Company Personal Data necessary to allow the Company to comply with its responsibilities as data controller;
5. not transfer any Company Personal Data outside the European Economic Area unless authorised in writing to do so by the Company and, if authorised, ensure that the transfer is made in accordance with any reasonable instructions in writing from the Company; and
6. take adequate technical and organisational measures against unauthorised or unlawful processing of, accidental loss or destruction of, or damage to, the Company Personal Data.

10. CONFIDENTIALITY

10.1. Each party (the Recipient) shall keep confidential the other party's (the Disclosing Party) Confidential Information disclosed to it by or on behalf of the Disclosing Party or otherwise obtained, developed or created by the Recipient; and the Recipient shall use the Confidential Information solely in connection with the performance of its obligations or exercise of its rights under this Agreement; and take all action reasonably necessary to secure the Disclosing Party’s Confidential Information against theft, loss or unauthorised disclosure.

10.2. The Recipient may disclose the Confidential Information to its employees, workers, agents, consultants, other representatives, contractors and subcontractors to whom disclosure is required for the performance of the Recipient's obligations or the exercise of its rights under the Agreement, but only to the extent necessary to perform such obligations or exercise such rights (together the Permitted Disclosees); or if, and to the extent that, such information is required to be disclosed by  any governmental, regulatory or supervisory body (including any taxation authority) or court of competent jurisdiction to which the Recipient is subject, whether or not any of the same has the force of law, provided that the Recipient shall, if it is not so prohibited by law, provide the Disclosing Party with prompt notice of any such requirement or request.

10.3. "Confidential Information" means any and all confidential information whether commercial, financial, technical or otherwise relating to the business, operations, products, finances or business affairs of a party or its Group (including any individual member of its Group) under, or in connection with, the Agreement (whether in writing, in electronic form, oral or otherwise, and whether or not such information is expressly stated to be confidential or marked as such) but does not include any information which: (i) is in, or subsequently enters, the public domain other than as a result of a breach by a party of its confidentiality obligations under the Agreement or under applicable laws; (ii) has been or is subsequently received lawfully by the receiving party from a third party which is under confidentiality obligation in respect of that information; (iii) is independently developed by the receiving party without use of any Confidential Information; or (iv) a party consents in writing to such disclosure or use.

11. LIMITATION OF LIABILITY

11.1. The Customer agrees that save as expressly specified in clause 8, and notwithstanding any other provisions of these Terms and Conditions it shall not be entitled to bring (or to permit any other person controlled by it to bring) any claim against the Company whether in contract, tort (including negligence) or otherwise, for, or in respect of, any:

11.1.1. direct loss of profits, sales or revenues; or

11.1.2. direct loss of business; or

11.1.3. direct loss of goodwill; or

11.1.4. any other direct losses, costs, charges, fines, penalties, damages, expenses, taxes, interest, compensation or other expenditures of whatsoever nature which, in any case, flow naturally or directly from any act or omission of, including any wilful or deliberate breach or non-performance by, the Company.

Accordingly, the Company shall have no liability to the Customer or any other person for any of the items mentioned in this clause 11.1.

11.2. The Customer further agrees that, save as expressly specified in clause 8 and notwithstanding any other provisions of these Terms & Conditions it shall not be entitled to bring any claim against the Company whether in contract, tort (including negligence) or otherwise, for or in respect of and accordingly that the Company shall have no liability to the Customer or any other person for any indirect or consequential losses, costs, charges, damages or expenses of any kind whatsoever, including, without limitation:

11.2.1.any indirect or consequential loss of profits,

11.2.2.any indirect or consequential loss of sales or revenues;

11.2.3. any indirect or consequential loss of business or loss of goodwill,

which, in any case, do not flow naturally or directly from any act or omission or, including any wilful or deliberate breach or non-performance by, the Company which are suffered or incurred by the Customer or any other person.

11.3. The Company's total liability to the Customer in respect of all claims arising under or in connection with these Terms and Conditions of Sale, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount in clause 8.5.

11.4. Nothing in these Terms and Conditions of Sale shall limit or exclude the Company's liability for personal injury or death caused by its negligence or for fraud.

11.5. Except as expressly stated in this Agreement, the Company does not give any representations, warranties or undertakings in relation to the products. In particular, the Company will not be responsible for ensuring that the products are suitable for the Customer's purposes.

11.6. The Company declares that the contractual rights which the Customer enjoys by virtue of Sections 12, 13, 14 and 15 of the Sale of Goods Act, 1893 are in no way prejudiced by these conditions.

12. CARRIAGE

Carriage is paid home.

13. FORCE MAJEURE:

In no circumstances will the Company be liable for any breach of contract due to lockouts, strikes, industrial disputes, shortage of material, delay in transit, accidents, unforeseen hindrances or any other cause outside the Company's control.

14. VARIATION OF TERMS

14.1. The Company reserves the right to alter any of these Terms and Conditions of Sale (including prices and allowances referred to at clause 3.1 above by giving notice in writing of any such alteration to the Customer.  Such notice may be served by:

14.1.1. sending a copy of the updated Terms and Conditions of Sale by prepaid ordinary post to the last known address of the Customer and shall be deemed to have been served when such post would in the ordinary course reach its destination and notwithstanding that it may not have reached its destination; or

14.1.2. sending a copy of the updated Terms and Conditions of Sale to the email address provided by the Customer or by the Customer's authorised representative when placing the last order online.

14.2. Customer consent to any variation of these terms shall be deemed to have been given upon placement of the next order following variation of the said Terms and Conditions of Sale.

15. ASSIGNMENT AND TRANSFER

15.1. The Company may assign or transfer its rights and obligations under these Terms and Conditions of Sale to another entity.

15.2. The Customer may only assign or transfer its rights under these Terms and Conditions of Sale to another entity if the Company agrees in writing.

15.3. Each paragraph of these Terms and Conditions of Sale operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

16. JURISDICTION

These Terms and Conditions of Sale shall be governed by the laws of the Republic of Ireland and the parties agree to submit to the exclusive jurisdiction of Ireland and the parties agree to submit to the exclusive jurisdiction of the Courts of the Republic of Ireland.