1. Purchase
2. Applicability and Law
3. Title and Acceptance
4. Payment
5. Inspection and Testing
6. Independent Contractor
7. Warranties
8. Indemnity
9. Limitation of Liability
10. Freedom of Information
11. Confidentiality
12. Force Majeure
13. Assignment
14. Sub-Contracting
15. Notices
16. Waiver
17. Headings
18. Severability
19. Cancellation
20. Insurance
1. Purchase
1.1 The Seller shall sell and Enterprise Ireland shall purchase the goods or services on the execution by Enterprise Ireland of this Purchase Order for the price agreed and shown thereon.
1.2 Goods or services supplied to Enterprise Ireland shall be deemed to be supplied on the
terms and conditions set out in this Purchase Order, and no purported variation of
these terms and conditions shall be valid unless specifically agreed by Enterprise
Ireland.
1.3 Enterprise Ireland will not accept responsibility for any order which is not on an official order form and fully signed by an authorised officer.
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2. Applicability and Law
This Purchase Order shall be governed and construed by the laws of Ireland and the parties agree to submit to the exclusive jurisdiction of the Irish Courts.
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3. Title and Acceptance
3.1 The title and property in the goods shall pass to Enterprise Ireland upon delivery of (in case of delivery by instalments) upon delivery of each instalment, unless payment or part payment has been made prior to delivery in which event the property in any materials, components or goods purchased or allocated by the Seller for the purpose of this Purchase Order shall immediately vest in Enterprise Ireland.
3.2 If any goods are delivered or services provided which fail to comply with the provisions of this Purchase Order (however slight the failure to meet those requirements) by reason of quality, quantity or (without limitation) any other reason, or are delivered in error, without prejudice to any other rights, Enterprise Ireland may at its sole discretion and at Seller's risk and expense, either:-
3.2.1 return the goods or any instalment or any part thereof on the basis that a full refund for such goods shall be paid forthwith by the Seller; or
3.2.2 require immediate replacement or rectification by delivery of goods which are in accordance with this Purchase Order; or
3.2.3 require the immediate repair or remedy of any defects in the goods; or
3.2.4 repair or remedy the defects or deficiencies itself or by others, at the Sellers expense; or
3.2.5 purchase equivalent goods or services elsewhere at no additional cost to Enterprise Ireland; or
3.2.6 refuse to accept any further delivery of goods upon continuous failure to meet delivery schedules or failure to meet quality, without liability.
Enterprise Ireland shall have the right to claim compensation for all its resulting costs and expenses. The making of any prior payment shall not prejudice Enterprise Ireland's right of rejection.
3.3 All consignments are to be addressed to Enterprise Ireland at the correct location and forwarded to the delivery address advised in this Purchase Order. Enterprise Ireland is under no obligation to accept delivery of goods or performance of services in advance of the delivery or performance dates advised in this Purchase Order.
3.4 Time shall be of the essence in relation to the delivery of the goods and performance of the services.
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4. Payment
4.1 In consideration of the provision of goods and/or services, Enterprise Ireland shall pay Seller in accordance with agreed prices and rates ("charges") as stated in this Purchase Order.
4.2 Seller will issue an invoice for each individual Purchase Order. A single monthly statement will be submitted within three (3) working days of month end. This statement will be broken down to show all individual invoice charges for the month.
4.3 Enterprise Ireland is bound by the Prompt Payment of Accounts Act 1997
All public sector bodies must pay invoices within 45 days of receipt of invoice or the goods or service, which ever is the later.
After 45 days, interest is automatically applied to monies outstanding.
Invoices/delivery must be queried within 10 days of receipt and it should be done in writing in order to have evidence of query.
The Rate of Interest is fixed from time to time by the Minister.
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5. Inspection and Testing
Seller agrees to allow Enterprise Ireland's authorised representatives to visit its premises and any other location which is in any way associated with this Purchase Order to ensure that Seller is discharging its responsibilities efficiently and to Enterprise Ireland's satisfaction. Any such inspection or test, or failure to inspect or test, shall not in any way relieve Seller from any of its obligations hereunder.
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6. Independent Contractor
6.1 For the purposes of this Purchase Order, Seller is an independent contractor and neither it nor its sub-contractors or its or their employees or agents are the sub-contractor, agent or employee of Enterprise Ireland, and they shall not hold themselves out to be so.
6.2.1 Seller shall comply with all applicable laws, ordinances, statutes, orders, rules and regulations of any governmental authority having jurisdiction hereafter "Laws") and shall, unless otherwise stipulated in this Purchase Order, obtain and pay for all licences and permits necessary for the provision of goods and performance of services in accordance with such Laws.
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7. Warranties
7.1 Seller hereby warrants its power to enter into contracts and has obtained all necessary approvals to do so.
7.2 Seller hereby warrants that Seller has conveyed good title to Enterprise Ireland and that any goods supplied to Enterprise Ireland will be free from encumbrance.
7.3 Seller shall use its best endeavours to assign to Enterprise Ireland all benefits of the Manufacturer's warranty, or any other guarantee which may apply to any goods supplied.
7.4.1 Seller warrants that all goods delivered hereunder are free from defects in design; material and in workmanship and that the goods are of merchantable quality and fit for the purposes intended.
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8. Indemnity
8.1 If notified promptly in writing of any action brought against Enterprise Ireland based upon a claim that any parts provided or a modification made to the goods by Seller infringes any patent, trade mark, copyright or other intellectual property right, the Seller will defend such action at its expense and pay any costs and damages awarded and any expenses incurred by ENTERPRISE IRELAND in connection with the claim (including legal and other expert fees). Seller shall have sole control of the defence of any such action and all negotiations for its settlement or compromise.
8.2 If as a result of such claim Enterprise Ireland is prohibited from using or otherwise unable to use the goods or if such a claim is likely to be made, Seller will either procure for Enterprise Ireland the right to continue using the goods, or replace or modify the infringing parts without detracting from the goods overall performance so that it becomes non-infringing. The Seller shall indemnify Enterprise Ireland against any loss of use during such modification or replacement.
8.3 The Seller will not have any liability to Enterprise Ireland under any provision of this clause if the infringement, or claim thereof is based upon any modification of any item of the goods by a party other than Seller (other than in accordance with Seller's instructions).
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9. Limitation of Liability
9.1 In no event will Enterprise Ireland's total liability for damages and actions based on contract or tort arising out of or in connection with this Purchase Order exceed the amount remaining due under this Purchase Order.
9.2 In no event shall Enterprise Ireland be liable for any indirect or consequential loss.
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10. Freedom of Information
Please note Enterprise Ireland is subject to the Freedom of Information Act 1997.
The following extract may be relevant to this Purchase Order:
A record in the possession of a person who is or was providing a service for a public body under a contract for services shall, if and in so far as it relates to the service, be deemed for the purposes of this Act to be held by the body, and there shall be deemed to be included in the contract a provision that the person shall, if so requested by the body for the purposes of this Act, give the record to the body for retention by it for such period as is reasonable in the particular circumstances. suffered by Seller.
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11. Confidentiality
Save as provided for by law incl. The Freedom of Information Act 1997, both parties agree to maintain in confidence and not disclose, reproduce, copy any materials, documentation or specification which are provided to the other hereunder. Both parties shall take all reasonable steps to ensure that its employees, agents, Sub-contractors are bound by the same obligation.
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12. Force Majeure
Neither party will be liable for failure or delay in the performance of its obligations under this Purchase Order due to causes beyond its control including but not limited to strikes, wars, revolutions, fires, floods, explosions, earthquakes or governmental regulations.
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13. Assignment
Seller shall not assign this Purchase Order or any part thereof without Enterprise Ireland's prior approval.
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14. Sub-Contracting
14.1 Seller shall not sub-contract all or any part of its obligations under this Purchase Order (except delivery of goods) without Enterprise Ireland's prior written approval. No such approval shall create any contractual relationship between Enterprise Ireland and any sub-contractor.
14.2 Seller shall be fully responsible for those elements performed by its sub-contractors and for the acts and omissions of all its sub-contractors to the same extent as it is for the acts and omissions of persons directly employed by it.
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15. Notices
15.1 Any demand, notice or communication shall be deemed to have been duly served:-
15.1.1 If delivered by hand, when left at the proper address for service (except that where such delivery is not on a working day, service shall be deemed to occur on the next following working day).
15.1.2 If given or made by prepaid first class post, two working days after being posted.
15.2 Any demand notice or communication shall be made in writing to the recipient at its registered offices, or in the case of Enterprise Ireland, Glasnevin , Dublin 9 , Ireland (or such other address as may be notified in writing from time to time) and shall be marked for the attention of the Purchasing Manager.
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16. Waiver
16.1 Failure to exercise or delay in exercising on the part of either party any right, power or privilege of that party under this Purchase Order shall not in any circumstances operate as a waiver thereof no shall any single or partial exercise of any right, power or privilege in any circumstances preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
16.2 Any waiver of a breach of any of the terms hereof or of any default hereunder shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other of this Purchase Order.
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17. Headings
The headings to the clauses of this Purchase Order shall not affect the construction of this Purchase Order.
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18. Severability
If any part of this Purchase Order is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable, then such part shall be severed from the remainder of this Purchase Order which will continue to be valid and enforceable to the fullest extent permitted by law.
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19. Cancellation
19.1 Enterprise Ireland may cancel this order in whole or in part at any time by written or telegraphic notice in the event that the Seller
19.1.1 fails to comply with any term or condition of this order or attachments or exhibits hereto including but not limited to delivery terms; or
19.1.2 appoints a receiver, liquidator or other similar officer over any or all of its property or assets; or
19.1.3 files a voluntary petition in bankruptcy; or
19.1.4 voluntarily ceases trading
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20. Insurance
If Seller's work under this order involves operations by Seller on Enterprise Ireland's premises or at any of Enterprise Ireland's customers or at any place where Enterprise Ireland conducts operations, the Seller shall take all necessary precautions to prevent the occurrence of any injury to persons or property during the progress of such work and except to the extent that such injury is due solely and directly to Enterprise Ireland's negligence, the Seller shall indemnify Enterprise Ireland against all loss which may result in any way from any act or omission of Seller, its employees, servants, agents or sub-contractors and Seller shall maintain such public liability, personal injury and property damage and employer's liability and compensation insurance as will protect Enterprise Ireland from said risks and shall produce evidence of such insurance upon request by Enterprise Ireland.
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