Terms and Conditions of Sale
1. GENERAL Tirlán Limited (“the Seller”), which expression includes its holding company and subsidiaries and subsidiaries of its holding company, contracts with its customers (“the Customer”) subject to and upon the following terms and conditions of sale (“Conditions”), which exclusively govern all sales of the Seller’s goods and services (collectively and individually referred to as “Goods”), notwithstanding any terms or conditions, whether oral or written, or purported variations contained in any order or other correspondence submitted by the Customer to the Seller (whether before or after the making of the contract), save to the extent that such variation is expressly agreed in writing by a duly authorised officer to the Seller (“agreed in writing”).
2. INTERPRETATION In these Conditions, the following terms have the following meanings:-
“Amount Due” means all sums due by the Customer to the Seller together with VAT, other applicable taxes and any accrued Credit Charge;
“Credit Charge” means the credit charge described in clause 6.3;
“Credit Charge Period” means each rolling successive period of 4 weeks, 4 weeks, 5 weeks repeating in that order and commencing on or around the first Sunday in January in each calendar year until the Amount Due has been repaid in full such that each period of 4 or 5 weeks (as the case may be) will be a separate credit charge period;
“Payment Date” means the date specified by the Seller on the Trading Statement upon which date full and final payment for the Goods and any accrued Credit Charge will be made by the Customer;
“Trading Statement” means the statement issued by the Seller at the end of each Credit Charge Period showing the Amount Due by the Payment Date;
“the Society” means Tirlán Co-operative Society Limited.
3. TRANSFER OF OWNERSHIP
3.1 The title in all Goods supplied by the Seller to the Customer will, notwithstanding delivery and passing of risk, remain in the Seller until the entire purchase price in respect of such Goods and all other sums on any account due by the Customer to the Seller have been paid in full.
3.2 For so long as the title in Goods remains in the Seller:- (a) the Customer will store the Goods safely in suitable storage and so as to clearly show them to be the property of the Seller and clearly identifiable as the Seller’s property with all identifying marks intact and legible; and (b) provided no notice in writing to the contrary has been served by the Seller on the Customer, the Customer may deal with the Goods in the ordinary course of business, including selling or otherwise disposing of same, provided that the Customer will not be entitled to pledge or create any lien, charge or other encumbrance whatsoever on the Goods.
3.3 The provisions of this clause will not entitle the Customer either to refuse or delay payment or to require the Seller to accept the return of the Goods on the grounds that the title in the Goods remains in the Seller as aforesaid. The Seller may maintain an action for the price notwithstanding that title in the Goods may not have vested in the Customer.
3.4 Without prejudice to the Seller’s rights pursuant to clause 8, the Customer’s power to use, manufacture, mix, sell or otherwise dispose of the Goods will terminate:-
(a) forthwith on notice from the Seller if the Customer is in default of any of its obligations under these Conditions or under any other contract with the Seller, or if the Seller has reasonable doubt as to the ability or willingness of the Customer to pay any sum to it on the due date; and
(b) automatically upon the occurrence of any of the following:- (i) if the Customer calls a meeting or makes any arrangement or composition with its creditors; (ii) if the Customer commits an act of bankruptcy (within the meaning of Section 7 of the Bankruptcy Act, 1988); (iii) if the Customer appears unable to pay its debts (within the meaning of Section 214 of the Companies Act, 1963); (iv) if there is presented a petition for the winding up of the Customer; or (v) if the Customer has a receiver, or an examiner appointed to it, or a winding-up order made against it, or it goes into voluntary liquidation (otherwise than for the purpose of a bona fide reconstruction or amalgamation).
Upon suspension, revocation or determination of the Customer’s power of sale and use under this clause 3.4, the Customer will place all the Goods in its possession or under its control at the Seller’s disposal.
3.5 The Seller may at any time, on giving prior notice, enter any premises occupied by the Customer (or of any third party where the Goods are stored), with or without vehicles, for the purpose of: (a) inspecting and/or reviewing the Goods and identifying them as the Seller’s property; and/or (b) re-taking possession of the Goods, and the Customer irrevocably authorises the Seller to enter upon its premises for these purposes.
3.6 If the Customer sells or otherwise disposes of the Goods for a cash consideration, the Customer will ensure that at all times it holds a sum equal to the monies owing to the Seller in trust for the Seller and, upon request, will provide details of such monies to the Seller.
3.7 If the Customer sells or otherwise disposes of the Goods for a non-cash consideration, the Customer will ensure that at all times it holds such of the said non-cash consideration as equals the value of the monies due by the Customer to the Seller in trust for the Seller and undertakes to store such non-cash consideration so that it is clearly identifiable and will insure same and provide details of such consideration on request by the Seller.
3.8 In addition to any right of lien which the Seller may by law be entitled, the Seller shall be entitled to retain possession of all Goods in its possession or under its control until payment of the Amount Due.
4. DELIVERY AND RISK
4.1 Any dates quoted for delivery of the Goods are approximate only and the Seller will not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery will not be of the essence unless agreed in writing.
4.2 The Goods may be delivered by the Seller in advance of the quoted delivery date upon the Seller giving reasonable notice to the Customer.
4.3 If the Goods are not received by the Customer within 7 days from the agreed delivery date, the Customer will immediately inform the carrier and the Seller.
4.4 The Seller will be entitled to make partial deliveries or deliveries by instalments and the Conditions herein contained will apply to each partial delivery.
4.5 The Seller reserves the right to sub-contract the fulfilment of any Customer’s order(s) or any part thereof.
4.6 The Customer will take delivery of the Goods tendered notwithstanding that the quantity so delivered is less than the quantity specified in the order and payment will be made in accordance with these Conditions.
4.7 Unless otherwise agreed in writing, delivery of the Goods to the Customer will be deemed to occur (a) when the Goods are delivered by or on behalf of the Seller to such location as may be agreed by the Seller and the Customer or (b) in all other cases, on the completion of loading of the Goods at the Seller’s premises (“Delivery”).
4.8 Upon Delivery of the Goods to the Customer and notwithstanding the provisions of clause 3, (a) all risks (whether insurable or not) relating to the Goods will pass to the Customer; the Customer will insure and keep insured the Goods in an amount at least equal to the price to be paid by the Customer and hold upon trust for the Seller all proceeds of such insurance, and sections 20, 32(2) and 32(3) of the Sale of Goods Act, 1893 will not apply; and (b) the Customer will indemnify and keep indemnified the Seller against all loss of and any damage to the Goods and against any reduction in the resale value thereof below the price to be paid therefor by the Customer until the Seller is paid in full for the Goods.
5. PRICES
5.1 Unless otherwise agreed in writing, all prices will be as stated by the Seller from time to time and will be exclusive of VAT (unless otherwise stated). The Seller reserves the right, at any time and without notice, to alter its prices as well as the specifications or compositions of the Goods. The entering of an order and its acknowledgment by the Seller will not be construed as an acceptance by the Seller of any particular price.
5.2 Unless otherwise stated, the price does not include either the cost of delivery to the Customer’s address agreed between the Seller and the Customer or insurance in transit.
6. TERMS OF PAYMENT
6.1 Unless agreed in writing, payment of the Amount Due will be made in full by the Customer to the Seller on the Payment Date and, in this regard, time will be of the essence. Such payment will be made without deduction or set-off whatsoever.
6.2 The Customer authorises the Seller in its sole discretion to (a) instruct the Society to deduct from any sums due by the Society to the Customer on foot of any other contract or arrangement any amounts up to but not exceeding the Amount Due and to pay any amounts so deducted to the Seller on behalf of the Customer towards payment of all or (as the case may be) part of the Amount Due and/or (b) set-off any amounts up to but not exceeding the Amount Due against any sums due by the Seller to the Customer on foot of any other contract or arrangement.
6.3 Credit Charge will be payable by the Customer to the Seller as follows:-
(a) Credit Charge will be payable on the Amount Due for all Credit Charge Periods at the rate of two per cent (2%) per Credit Charge Period, save that no Credit Charge will be due in respect of (i) the Credit Charge Period in which the Goods are purchased and (ii) the Credit Charge Period in which the Amount Due is paid.
(b) Credit Charge will be payable on demand after as well as before judgment and will be compounded per Credit Charge Period.
6.4 The rate of Credit Charge may be varied by the Seller from time to time, such variation to be notified to the Customer within a reasonable period. Payments made to the Seller by the Customer will be credited against the amount outstanding (whether principal, Credit Charge or otherwise) in such manner as the Seller may determine in its absolute discretion.
6.5 Nothing in this clause will be taken as limiting the Seller’s rights under clause 8.
7. REMEDIES FOR DEFECTS
7.1 If by reason of any defect in the Goods there will be a breach of any implied condition or warranty applicable thereto, the Seller will at its option either replace the Goods (in which case these Conditions will apply to such replacement Goods) or issue a credit note to the Customer provided that:-
(a) the Seller is notified in writing within 3 days of Delivery of the Goods of any defect by reason of which the Customer alleges that the Goods delivered are defective and which should be apparent on reasonable inspection;
(b) in the case of all defects which cannot be discovered on reasonable inspection, the Seller is notified in writing within 7 days of (i) the discovery of any such defects by the Customer or (ii) the date upon which such defects would have been reasonably capable of being discovered by the Customer, whichever is the earlier;
(c) the relevant Goods are returned to the Seller at the cost of the Customer; examination of such Goods by the Seller discloses to its satisfaction that the defect existed at the time of Delivery or that a breach of an implied condition or warranty (if any) has occurred as aforesaid, and in particular that the Goods have not been affected by misuse, neglect, accident, improper storage, installation, handling or transport (including, without limitation, the failure by the Customer to comply with guidelines issued by the Seller from time to time relating to storage, installation, handling or transport of the Goods) or by any alteration not effected by the Seller; and
(d) the Customer pays to the Seller the cost (as stated by the Seller) of any examination of the Goods as a result of which the Seller does not admit liability.
7.2 The Customer will not reject any Goods or cancel or purport to cancel the contract or any part of it because of an alleged defect unless the Seller will have failed to correct such alleged defect within 30 days of written notice specifying the defect.
8. DEFAULT BY CUSTOMER
8.1 If the Customer fails to comply with any of these Conditions (including stipulations as to payment); or if circumstances analogous to any of those described in clause 3.4(b) occur then, in any such event, the Seller will have the right (without prejudice to any other remedies) to cancel any uncompleted order and withhold or suspend delivery of further Goods and demand payment forthwith of all sums due by the Customer to the Seller.
8.2 The Seller may stop the delivery of Goods in transit where it is not satisfied with the Customer’s financial condition / creditworthiness. In such event, the Seller may resell such Goods at public or private sale without notice to the Customer and without affecting the Seller’s rights to hold the Customer liable for any loss or damage caused by breach of contract by the Customer.
9. EXCLUSION OF LIABILITY
9.1 The contractual rights which the Customer enjoys by virtue of Sections 12, 13, 14 and 15 of the Sale of Goods Act, 1893 (as amended by Section 10 of the Sale of Goods and Supply of Services Act, 1980) are in no way prejudiced by anything contained in these Conditions save (if the Customer is not dealing as a Consumer within the meaning of section 3 of the Sale of Goods and Supply of Services Act, 1980) to the extent permitted by law.
9.2 No provision in these Conditions will affect or be construed to affect the Consumer’s statutory rights (if any) under the Consumer Credit Act 1995 (as amended) and/or under the European Communities (Unfair Terms in Consumer Contracts) Regulations 1995 and the European Communities (Unfair Terms in Consumer Contracts) (Amendment) Regulations, 2000.
9.3 Subject to clause 9.4, the Seller will not be liable to the Customer by reason of any representation or any implied warranty, condition or other term or any duty at common law or under the express provisions of these Conditions for any loss of actual or anticipated profit, interest, revenue, anticipated savings or business or damage to goodwill, economic loss or damage, loss of reputation or any indirect or consequential loss, damage, costs, expenses or other claims for compensation (whether caused by the negligence of the Seller, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods by the Seller or their use or re-sale by the Customer. The Seller shall have no liability whatsoever for loss, damage, injury or expense as a result of illness, incapacity, disease or death (or crop losses) caused by or arising from or attributable, directly or indirectly, to the use of the Goods supplied hereunder. In the absence of any negligence on the part of the Seller, the use of the Goods supplied hereunder is entirely at the Customer’s own risk. Furthermore, the Seller accepts no responsibility for any loss or damage to the Goods while in transit through the effects of travelling or humidity or extremes of temperature or any other cause whatsoever.
9.4 IN RELATION TO THE SALE OF HORSE FEED the terms and conditions of “British Equestrian Trade Association (BETA) NOPS® Code Guidance on the Limiting of Liability in Relation to NOPS®” (June 2025 Version) are deemed to be incorporated into this contract AND ACCORDINGLY THE SELLER’S LIABILITY WILL BE LIMITED AS FOLLOWS:
9.4.1 The following definition applies in this Limitation of Liability clause: liability means every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence) or otherwise.
9.4.2 Unlimited Liabilities: Nothing in this agreement limits or excludes: (a) liability for death or personal injury caused by negligence; (b) liability for fraud or fraudulent misrepresentation; (c) any liability that cannot legally be limited.
9.4.3 Cap on the Supplier’s liability: Subject to clause 9.4.2 (Unlimited Liabilities), the Seller’s total liability to the Customer with respect to a single claim or a series of connected claims arising under this agreement shall not exceed the higher of £25,000 or the value of goods purchased by the Customer from the Seller in the 90 days immediately preceding the incident that gave rise to the claim.
9.4.4 Losses that are excluded: Subject to clause 9.4.2 (Unlimited Liabilities) and clause 9.4.5 (Losses that are not excluded), neither party shall have any liability for: (a) loss of profits; (b) loss of sales or business; (c) loss of earnings including loss of winnings; (d) loss of agreements or contracts (including breeding and/or stud contracts); (e) loss of or damage to goodwill or reputation; (f) indirect or consequential loss, including (but not limited to) losses relating to breeding operations, diminution of value of a horse, and any other form of indirect or consequential loss; (g) loss of anticipated savings; (h) training fees; (i) loss of data; (j) wasted management or office time; (k) travel to and from the competition or race event.
9.4.5 Losses that are not excluded: Clause 9.4.4 (Losses that are excluded) does not exclude any vouched liability the Seller may have for: (a) Cost of feed giving rise to the claim; (b) Disposal costs in respect of the feed giving rise to the claim; (c) Race entry fees that are forfeited as a result of the claim; (d) Testing fees incurred as a result of the claim; and (e) Reasonable direct costs and expenses necessarily incurred by the Customer as a direct result of the incident giving rise to the claim.
9.4.6 No liability for claims not notified within 6 months: Unless a party notifies the other party that it intends to make a claim within the notice period, the other party shall have no liability for that claim. The notice period shall start on the day on which the party wishing to make a claim became, or ought reasonably to have become, aware of its having grounds to make a claim and shall expire 6 months from that date. The notice must be in writing and must identify the grounds for the claim in reasonable detail.
9.5 All warranties, conditions or other terms implied by statute (including, without limitation, the Sale of Goods Act, 1893 and the Sale of Goods and Supply of Services Act, 1980) or common law are excluded to the fullest extent permitted by law. Subject thereto, the Seller expressly excludes any and every condition, warranty or guarantee as to the quality or fitness for any purpose of the Goods, whether express or implied.
9.6 Nothing in these Conditions will limit or exclude the Seller’s liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; or (c) any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability. Save as aforesaid and subject to clause 9.4, the Seller’s total liability to the Customer in respect of all other losses arising under or in connection with the supply of Goods, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed the price of the Goods.
10. FORCE MAJEURE
The Seller will not be under any liability of whatever kind for non-performance in the whole or in part of its obligations hereunder due to causes beyond the control of the Seller or beyond the control of the Seller’s suppliers, including but not limited to war (whether an actual declaration thereof is made or not), sabotage, insurrection, riot or other act of civil disobedience, acts of the Customer 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, agricultural diseases or other acts of God, delay in delivery to the Seller or the Seller’s suppliers or shortage of labour, fuel, raw materials or machinery or technical failure.
11. MISCELLANEOUS PROVISIONS
11.1 The Seller reserves the right to correct any errors/omissions that arise in invoices and Trading Statements.
11.2 The rights granted to the Customer pursuant to these Conditions are personal and are not assignable. A person who is not a party to a contract will not have any rights under or in connection with it.
11.3 Any waiver of any of the provisions of these Conditions in the case of any order will not operate as a waiver of any of the provisions of these Conditions in respect of any other order.
11.4 Each of provisions of these Conditions will be regarded as creating separate and severable and enforceable terms and obligations and in the event that any of them will be adjudged to be void or unenforceable for whatever reason the said provisions will be effect to in its reduced or modified form as may be decided by any court or competent jurisdiction and such voidness or unenforceability will not affect the validity of the remaining provisions.
11.5 The headings of these Conditions are for convenience only and will have no effect on the interpretation thereof.
11.6 These Conditions constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in these Conditions or written materials provided by the Seller.
11.7 These Conditions are governed by and will be construed in accordance with the laws of Ireland and the parties irrevocably submit to the exclusive jurisdiction of the courts of Ireland.