Terms and Conditions The Spa Port
a) The Spa Port (hereinafter the “Company”) is a private company with limited liability under Irish law.
b) When performing its orders, the Company only acts on behalf of the purchaser being the person or organisation or company who accepts a quotation of the Company for the sale of goods or whose order for goods is accepted by the Company (hereinafter the “Purchaser”).
c) The Company is allowed to instruct third parties to execute its orders without consultation with the Purchaser. The Company is allowed to agree to any general terms and conditions, including limitations of liability, as used by these third parties.
d) These general terms and conditions are applicable to all orders of the Company. Any other general terms and conditions as used by the Purchaser are herewith explicitly rejected.
2. The order:
a) An agreement (hereinafter also referred to as “the order”) between the Company and the Purchaser is binding on both parties when the Company confirms the order in a written order confirmation. The Purchaser is understood to encompass the actual person placing the order, as well as the entity/natural person on whose behalf the order is placed, regardless the legal relationship between these parties, whether it is as agent, direct representative or any different relationship whatsoever.
b) All quotations made by the Company are without any obligation on their part and their pricing and/or samples are merely indicative. Final prices will only be established upon invoicing by the Company. Small and usual deviations in size or weight do not compromise the conformity of the order.
c) The Purchaser is obliged to inform the Company on all possible applicable laws and regulations, licensing, custom formalities etc. seeing to the order and its delivery location. The Purchaser is liable for any extra costs incurred due to the Purchaser furnishing the Company with incorrect or incomplete information.
d) An order can be cancelled up to 72 hours before handover to courier/ dispatched from The Spa Port facilities.
e) Regardless the above under (d), the Purchaser is always obligated to pay to the Company all costs for shipping, import/export documentation, licenses, insurances, custom formalities etc.
f) The Company endeavours to offer suitable cancellation terms, however this is dependent on individual suppliers return policies. The Purchaser shall be liable for any costs incurred for cancellation of orders.
g) All quotes and estimates are valid for a period of 30 days from date of quote, unless otherwise stated.
a) The Company strives to deliver the order on the day as indicated in the order confirmation. This date of delivery is only indicative unless explicitly agreed otherwise in writing.
The date of delivery is based on all relevant circumstances as known on the moment that the Company confirms the order. When these circumstances change, regardless the cause thereto, after the order is confirmed, the Company may unilaterally reasonably change the date of delivery. Unless agreed otherwise, the Company is allowed to deliver the order in separate and partial deliveries. The Company does not take back the order or parts thereof unless the Company agrees thereto in writing. The Purchaser shall discharge any extra costs incurred by taking back or parts thereof.
b) Delivery of the order takes place on the location (“delivery location”) as specified in the order confirmation. The Purchaser is responsible for the availability and accessibility of the delivery location, as well as for any relevant formalities.
The Purchaser is liable for extra costs incurred by the (temporarily) impossibility of delivery by the Company and/or receiving the delivery by the Purchaser on the relevant delivery location, regardless the cause thereto. These extra costs include, amongst others, parking costs, demurrage, transhipment, storage and refrigeration of the goods.
When the order or any part thereof is not accepted and received within due time, the Company is entitled to, in view of mitigating damages, take back the goods or part thereof, to sell off the goods for expense and risk of the Purchaser or to depose of the goods otherwise.
c) The Company has full freedom to either transport the order themselves or to outsource the transport to a third party. The Company has full freedom in choosing the mode of transport. When the transport is carried out by a third party, the Company has completely fulfilled its delivery obligations and the order is considered delivered when the order is presented to the forwarder/carrier on the Company’s premises.
d) The Company will diligently pack the order. When the order is subject to additional packing requirements due to possible applicable law and regulations, transport requirements or delivery location, the extra costs are borne by the Purchaser.
The Company is not obliged to take packing materials back, regardless of whether this is re-useable or not. If the Company agrees to take back packing materials, extra costs thereto are borne by the Purchaser.
4. Reservation of Ownership:
a) After delivery, the Company remains owner of the goods as long as the Purchaser has not fulfilled their obligations under the order or fails to fulfil their obligations under the order.
b) After receipt of the order, the Purchaser is fully liable for any damage to the order. The Purchaser is obliged to properly care for, store and insure the order, whilst assuring that the order remains separately identifiable as property of the Company.
c) The Purchaser is allowed to, within his normal business activities, sell and deliver (parts of) the order to third parties, but without prejudice to the Company’s reservation of ownership and with the express notification thereof to said third parties.
a) The Purchaser is obliged to pay within the period as set out in the order confirmation. The Purchaser is not allowed to set off any payments against any (alleged) claim against the Company.
b) When the Purchaser does not pay within the period as set out in the order confirmation, the Company is entitled to demand payment and if payment is not forthcoming, the Company will initiate legal recovery proceedings against the Purchaser.
c) In the event of cancellation or dissolution of the agreement, all claims and all sums due to the Company, including future claims, shall become due and payable forthwith and in full. All claims shall be due and payable forthwith and in full in any case, if:
i. the Purchaser is involuntarily wound up;
ii. the Purchaser applies for suspension of payment;
iii. the Purchaser offers a settlement to his creditors;
iv. the Purchaser is in default of fulfilling any financial obligation owed to the Company;
v. ceases to trade or where the Purchaser is a legal entity or a corporate body if the legal entity or the corporate body is dissolved.
d) The Purchaser is at all times obliged to indemnify the Company for any amounts to be levied or additionally demanded by any authority in connection with the order, as well as any related fines imposed upon the Company. These amounts are also to be reimbursed to the Company if a third party called in by the Company demands payment in connection with the order.
a) The Company is not liable for any damage, unless the Purchaser proves that the damage is the result of gross fault or negligence of the Company. Apart from when caused by gross fault or negligence of the Company, the Company is not liable for any damage caused by third parties.
the Company is not liable for any faults/defects, or any damage caused by such fault or defect, in products that the Company acquires from third parties. In case of such damage, the Company will strive to claim such damage on the party responsible.
b) The Company’s liability is limited to the total value of the total relevant order.
(c) The Purchaser is liable towards the Company for any damage as a consequence of the incorrectness, inaccuracy or incompleteness of instructions and data, as well as the failure to supply, or to do so in time, documents and/or instructions, which is the fault or negligence of the Purchaser, his or her servants and agents.
d) The Purchaser indemnifies the Company against third party claims referred to in the foregoing paragraph 6 (c), such third parties including servants and agents of both the Company and the Purchaser.
a) The Purchaser is held to, at the moment of delivery, inspect the contents of the order on visible defects or faults, quantity and quality. If the Purchaser has a complaint after
aforementioned inspection, he is to duly inform and notify the Company in writing within 12 hours after the moment of delivery.
If the Purchaser fails to file any complaints within the abovementioned time period, the order is presumed to be delivered as per the order confirmation.
Complaints relating to non-visible defects or faults must be duly notified to the Company in writing within 12 hours of the moment of discovery.
Regardless the above, the Purchaser grants the Company reasonable time to, at the Company’s choice, to repair, replace or take back the defect or faulty goods.
The Company is not liable for any faults or defects when:
i. the order contains used or damaged goods;
ii. the Purchaser already processed the goods;
iii. the defects or faults are result of normal wear and tear.
8. Force Majeure:
a) To be regarded as force majeure are all circumstances which the Company could not reasonably avoid and the consequences of which the Company could not reasonably prevent.
b) In the event of force majeure, the contract shall remain in force; the Company’s obligations shall, however, be suspended for the duration of the event of force majeure. The Purchaser is liable for all additional costs caused by force majeure, such as carriage and storage charges, warehouse or yard rentals, demurrage for vessels or trucks, insurance, etc., and will be paid to the Company at its initial request.
9. Final Provisions:
a) The Purchaser is held to secrecy of all information he receives from the Company. Sharing of any particular information with third parties is only allowed after the Purchaser received the Company’s written consent thereto.
b) All agreements to which these general terms and conditions apply shall be governed by
the law of Ireland and are subject to the exclusive jurisdiction of the Courts of Ireland.
c) The Company will treat any details it receives from the Purchaser regarding the Purchaser’s vessel, the owner, the financial accounts and vessel operations as strictly confidential and shall maintain the secrecy of the foregoing information and shall use it only for the execution of the order.
d) If one or more provisions of these general terms and conditions are void or voidable, the remaining provisions will remain in full effect.