1. General

Pasta Cusumano (“Seller”) hereby agrees to sell the products to the Buyer upon the terms and conditions set forth herewith.  Seller shall not be bound by any standard or printed terms furnished by the Buyer in any of its documents, unless the Buyer specifically states in writing separately from such terms that it intends such terms to apply and the Seller acknowledges such notification in writing.

2. Price

Unless otherwise agreed at the time of sale, the price stated is ex-works and exclusive of VAT which shall be chargeable in addition upon supply of goods. All quotations and estimates used by Seller are, unless otherwise stated, based on current costs and are subject to amendment on or after acceptance of order by Seller to meet any rise in such costs. Any variation to prices quoted as a result of government taxes and levies will be for the Buyer’s account. Written quotations automatically expire 30 calendar days from the date issued and are subject to termination by notice within that period.  All orders based on written quotations are subject to Seller’s acceptance at its office in Dublin.

3. Delivery

Notwithstanding that the Seller and the Buyer may agree to deliver the goods at some specified place the delivery of goods to a carrier for the purpose of transmission to the Buyer is deemed to be a delivery of the goods to the Buyer and risk in the goods shall pass accordingly at the moment of delivery to the carrier. Seller retains ownership of the goods the property in which shall not pass to Buyer, and Buyer shall hold any goods delivered to it as bailee for and on behalf of Seller until Seller has received payment of the price of all the goods (whether or not the goods are delivered in instalments and some have been paid for by Buyer pursuant to these terms).

4. Payment

All payments made by Buyer shall be made without any deduction or deferment in respect of any disputes or claims whatsoever and/or in respect of any taxes imposed by or under the authority of any government or public authority. Where Seller does not receive payment of any of its invoices within 30 days of the date thereof interest shall thereafter accrue on the sum due and owing to Seller at the rate of 2% per month calculated on a daily basis without prejudice to Seller’s right to receive payment within such 30 days period.

5. Confidentiality/Intellectual Property

Any order received by Seller will be treated as confidential and will not be disclosed or publicized to any third party for any reason without the prior written consent of Buyer.  Neither shall Seller use Buyer’s name or other identity for advertising or publicity purposes without Buyer’s prior written consent. The sale of the goods by Seller to Buyer does not confer any right or license upon buyer to use, exploit or otherwise utilize any intellectual property rights subsisting in or relating to the goods of which Seller is a proprietor or to which Seller is otherwise entitled.

6. Cancellation

An order accepted by Seller may be cancelled only before delivery of the goods and only with the consent of Seller upon terms that Buyer will indemnify Seller against any loss incurred.

7. Returns

In no case are products to be returned without first obtaining the consent (in the form of a return goods authorization number) of the Seller.  Only unused products as currently manufactured that have been invoiced by the Seller within 30 days will be considered for return.  Returns are accepted without a 20% commission, but the buyer will be responsible for all shipping expenses. Products must be securely packed to reach the Seller without damage.

8. Termination

If prior to the delivery of the goods (or any instalment thereof) Seller has reason to believe that Buyer is unable to pay its debts or if Buyer enters into liquidation (other than for the purpose of effecting a reconstruction or amalgamation), whether compulsory or voluntary, or compounds with or convenes a meeting of its creditors, or has a receiver appointed over all or any part of its assets, or takes or suffers any similar action in consequence of a debt, or ceases for any reason to carry on business, Seller may terminate the contract by notice in writing to Buyer.

9. Time

Seller will endeavor to dispatch the products on the promised delivery date but does not guarantee to do so.

10. Force Majeure

Seller shall not be liable to Buyer for any delay or failure to fulfil its obligations under the contract if such delay or failure is caused by circumstances beyond its reasonable control.

11. Law

The contract shall be deemed to have been made in Ireland and the Parties to the contract hereby submit to the jurisdiction of Irish courts. Irish law shall be the proper law of the contract.