Terms And Conditions
Carousel Gifts Conditions of Sale
Please read this agreement carefully. It contains important clauses which impose obligations on you and which limit or exclude our liability to you.
1. The Agreement
1.1 This page (together with the documents referred to on it) ( called the "Agreement") tells you the terms and conditions on which Carousel Gifts supply any Products listed on the Carousel Gifts website from which you can access this page including, in particular, www.Carousel Gifts.ie (called the "Website") and/or purchased via the website.
1.2 This Agreement was issued 1/2/2012.
1.3 You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of Carousel Gifts which is not set out in this Agreement. Nothing in this condition excludes or limits Carousel Gifts liability for fraudulent misrepresentation.
1.4 The Agreement (including any documents referred to in it) may be revised from time to time by Carousel Gifts. Therefore, the Agreement (including any documents referred to in it) should be read carefully before ordering Products from Carousel Gifts each time you intend to make a purchase.
1.5 In this Agreement, "you" and "your" means both you and/or the person, organisation or entity on whose behalf you are acting.
2. Information about us
2.1 This Website is operated by Naashan Gifts Ltd t/a Carousel Gifts (called "Carousel Gifts").
2.2 Carousel Gifts is a company with limited liability registered under the laws of Ireland its registered number 446086 and registered offices at Unit 7 Monread Centre, Monread Road, Naas, County Kildare, Ireland. This is also Carousel Gifts' main trading address. Carousel Gifts' VAT number is IE 979 4009F. Carousel Gifts' can be contacted at:
Unit 7 Monread Centre, Monread Road, Naas, County Kildare, Ireland.
Tel: +353 45 899 582
2.3 Any complaints can be addressed to Carousel Gifts at the above address or contact details.
3. Serviced Countries
3.1 This Website is intended for use only by persons legally resident in Ireland. Carousel Gifts does not accept orders from persons who are not resident in Ireland.
4. Acceptance of Agreement
4.1 Please read the Agreement (including any documents referred to in it) carefully before ordering any Products from Carousel Gifts. It should be understood that by clicking "I Accept" and ordering any Products via the Website, you (including any person, organisation or entity on whose behalf you are acting) agree to be legally bound by the Agreement (including any documents referred to in it) and confirm your understanding of it.
4.2 If you refuse to accept the Agreement (or any part of it), you will not be able to order any Products from this Website.
4.3 If you are making an order via this website, you (including any person, organisation or entity on whose behalf you are acting) will be deemed, with effect from the time the order was submitted, to have agreed to be legally bound by and confirmed your understanding of this Agreement (including the any documents referred to in it), except if you cancel the Contract.
4.4 Carousel Gifts recommends that you print or save a copy of the Agreement (including any documents referred to in it) for future reference.
5. Customer status
5.1 By placing an order through this Website, you agree and warrant that:
(i) you are legally capable of entering into this Agreement and on behalf of any person, organisation or entity on whose behalf you are acting;
(ii) you are legally resident in Ireland and, if a natural person, are at least eighteen (18) years old;
(iii) the information you provide to Carousel Gifts for the purpose of ordering Products is complete and accurate;
(iv) you are legally and fully entitled to use any credit card or debit card furnished for the purpose of making a purchase and sufficient funds are available on the relevant card to cover the cost of purchases by you; and
(v) if you are acting on behalf of a business, company or organisation, such business, company or organisation is sufficiently creditworthy and able to cover the cost of purchases by you.
5.2 Any breach of clause 5.1 will entitle Carousel Gifts to immediately terminate the Agreement and any Contract by notice to you and without any liability to you whatever.
6. How to order
6.1 Orders can be placed through the Carousel Gifts website.
6.2 After placing an order, you will receive an e-mail from Carousel Gifts acknowledging that Carousel Gifts has received your order and confirming the price, delivery charge and specification of the Product order. Please note that this does not mean that your order has been accepted by Carousel Gifts. Your order constitutes an offer from you to us to buy a Product subject to this Agreement.
6.3 All orders are subject to acceptance by Carousel Gifts and availability. Carousel Gifts will confirm its acceptance of your order by sending you an e-mail that confirms that your order has been accepted (which e-mail is called the "Purchase Confirmation") and not otherwise. A legally binding contract between Carousel Gifts and you (called the "Contract") will only be formed when we send you the Purchase Confirmation.
6.4 The Contract will relate only to those Products identified in the Purchase Confirmation. Carousel Gifts is not obliged to supply any other Products which may have been part of your order until acceptance of your order in this respect has been confirmed in a separate Purchase Confirmation.
6.5 Carousel Gifts accepts no responsibility and will not be liable in any way to you if the Products ordered are unavailable or if an order is rejected.
6.6 Please note that no terms or conditions endorsed on, delivered with or contained in your order, confirmation of order, specification or other document or communication supplied by you form part of this Agreement.
6.7 This Agreement prevails over any terms and conditions put forward by you and no conduct of Carousel Gifts constitutes acceptance of any terms or conditions put forward by you (unless Carousel Gifts expressly agrees to them in writing by express reference to this clause).
7. Description of Products
7.1 You are solely responsible for using your skill and judgement to choose the Products which are suitable for your purposes and needs.
7.2 The Products supplied are manufactured by a third party manufacturer and resold by Carousel Gifts in accordance with the manufacturer's standard specifications as these are revised by the manufacturer from time to time.
7.3 Carousel Gifts will supply Products to you subject to and in accordance with, this Agreement and the relevant Contract. The quantity, specifications and description of the Products are as set out in the Purchase Confirmation.
8. Consumer right of cancellation
8.1 If you are ordering Products as a Consumer, you have a limited right to cancel your order. This right of cancellation does not apply if you are making an order for or on behalf of a business, company or other commercial entity.
8.2 You do not have a right of cancellation pursuant to this clause if:
(i) the relevant Products were clearly personalised or, by reason of their nature, cannot be returned or are liable to deteriorate or expire rapidly; or
(ii) the relevant Products were unsealed by you;
(iii) you are contracting for or on behalf of a company or other commercial entity.
8.3 Carousel Gifts reserves the right to take action against you if the Product returned has, whilst in your possession or control, become unfit for resale or damaged or you have not returned the Product and all relevant packaging included in or with the Product when it was delivered to you.
9. Time is not of the essence
9.1 Any dates or times specified by Carousel Gifts for procurement and/or delivery of the Products are an estimate only and time for supply of Products is not, and may not be made by notice, of the essence of this Agreement.
9.2 Carousel Gifts will use reasonable efforts to supply Products pursuant to a Contract within the estimated date specified in the Purchase Confirmation or, if no date is specified, within a reasonable period which, if you are a Consumer (but not otherwise) will be no more than thirty (30) days from the date you submitted your order (unless otherwise agreed between you and Carousel Gifts).
9.3 You are not, subject to clause 9.4, entitled to terminate a Contract by reason of the failure of Carousel Gifts to supply Products by the estimated supply date and Carousel Gifts is not liable to you for any losses whatever caused by such failure.
9.4 If you are a Consumer and the delivery date cannot be met, and the revised delivery date is more than thirty (30) days from the date of the Purchase Confirmation, you can cancel the Contract without charge and obtain a full refund if you notify Carousel Gifts, within two (2) days of being informed of the new delivery date, that you are not happy with the revised delivery date.
10.1 Carousel Gifts will arrange for deliver of the Products during normal business hours to the address (in Ireland) designated by you (which may be Carousel Gifts' premises where you propose to collect the Product) and during the period designated by Carousel Gifts, as confirmed in the Purchase Confirmation. While Carousel Gifts will endeavour to meet any request by you in relation to the period during which the Product is to be delivered, the period during which and the exact time of delivery, is at the discretion of Carousel Gifts.
10.2 You must take delivery and make all arrangements necessary to take delivery, of the Products when they are made available by Carousel Gifts (or its agent) at the Delivery Point during the period for delivery confirmed in the Purchase Confirmation.
10.3 Delivery is deemed to take place on and from when the Products are made available by Carousel Gifts (or its nominee) at the Delivery Point. Carousel Gifts may deliver the Products at any reasonable time before or after the quoted delivery date and time, subject to prior notification.
10.4 You must examine the Products immediately upon receipt of them and notify Carousel Gifts promptly of any mis-delivery.
10.5 Carousel Gifts is not liable for non-delivery of, or damage to, the Products where the Products, by prior agreement between you and Carousel Gifts, are carried by you or by a carrier on your behalf.
10.8 Carousel Gifts is not liable for:
(a) any non-delivery of Products unless you give written notice to Carousel Gifts of the non-delivery within forty eight (48) hours of the date of delivery;
(b) delivery of the wrong Product or Product with an incorrect specification unless you give written notice to Carousel Gifts of the mistake within five (5) days of the date of delivery; and
(c) any damaged Products unless you give written notice to Carousel Gifts of the damage within forty eight (48) hours of the date and time of delivery or, if the damage was not apparent to the naked eye, the date and time at which the damage became first become apparent.
10.9 Any liability of Carousel Gifts for non-delivery of, or delivery of damaged or incorrect, Products is limited, at Carousel Gifts' discretion, to:
(a) delivering or replacing the relevant Products within a reasonable time;
(b) issuing a refund or reduction in price, as appropriate; or
(c) where the relevant Products were purchased on credit, issuing a credit note at the pro rata Contract rate against any invoice raised for such Products.
10.10 If you refuse or fail to take delivery of Products delivered in accordance with the Agreement and a Contract or fail to take any action necessary by you for delivery or receipt of the Products, the Products are deemed to have been delivered by Carousel Gifts and Carousel Gifts is entitled to:
(a) dispose of the Products as Carousel Gifts may determine at its sole discretion and recover from you (in addition to the price) any loss and additional costs incurred as a result of such refusal or failure (including, without limitation, disposal costs); or
(b) store the Products until final delivery at your sole risk and expense (including for loss or damage caused by Carousel Gifts, your or the carrier's negligence), whereupon you are liable for all related costs and expenses (including, without limitation, storage, transit, re-delivery and/or insurance) from the date and time of initial delivery.
11. Delivery to Businesses
11.1 This clause 11 also applies in relation to delivery of Products to all businesses (i.e. all non-Consumers) but not in respect of deliveries to Consumers.
11.2 The Products are at your sole risk (including for loss or damage arising out of your or the carrier's negligence) on and from when the Products are made available by Carousel Gifts for collection by its nominated carrier.
11.3 You are responsible for insuring the Products during delivery (and Carousel Gifts is not required to insure the Products at any time).
11.4 The description, quantity and quality of any consignment of Products as recorded by Carousel Gifts on despatch from its premises is conclusive evidence of the description, quantity and quality of Products received by you on delivery unless you can provide conclusive evidence proving the contrary.
12. Title to and risk in Goods
12.1 Products are at your sole risk from the time of delivery.
12.2 Ownership of, and title to, Products only pass to you when Carousel Gifts receives full payment of all sums due in respect of the Products, including delivery charges.
12.3 Until ownership of, and title to, the Products has passed to you, you will:
(a) hold the Products on a fiduciary basis as Carousel Gifts bailee;
(b) store the Products (at no cost to Carousel Gifts) separately from all your or any third party's other goods and products in such a way that they remain readily identifiable as Carousel Gifts' property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Products; and
(d) maintain the Products in satisfactory condition and, if you are not a Consumer, keep them insured on Carousel Gifts' behalf for their full price against all risks to the reasonable satisfaction of Carousel Gifts.
12.4 This clause 12 does not entitle you to return the Products and refuse or delay payment on the grounds that property and/or title have not passed.
12.8 Each provision in this clause 12 is separate and independent of the other provisions and is severable.
13. Price and Quotes
13.1 All amounts quoted on this Website and in any communication issued in response to an order submitted by you (including the Purchase Confirmation) are and are to be paid, in euro (€).
13.2 The price of any Products, unless a specific quote is given by Carousel Gifts or an error is identified in the order acknowledgment or Purchase Confirmation, is as quoted in this Website from time to time, except in cases of obvious error. Carousel Gifts reserves the right to increase its quoted prices for Products made to your specifications, with non-standard specifications or clearly personalised for you (e.g. in the case of customised candles).
13.3 Any quotation is valid on its date of issue only and can be revoked by Carousel Gifts at any time. Any quotation is given by Carousel Gifts on the basis that no Contract comes into existence except in accordance with clause 6.
13.4 The prices for the Products include VAT at 23% but exclude delivery costs, which will be added to the total amount due and payable by you as set out in our Delivery.
13.5 Catalogues, price lists and other advertising literature or material used by Carousel Gifts are intended only as an indication as to the price and range of the Products offered and no prices, descriptions or other particulars contained in them are binding on Carousel Gifts.
13.6 Prices and delivery charges are liable to change or variation at any time in accordance with clause 20, but changes will not affect orders in respect of which we have already sent you a Purchase Confirmation.
13.7 This Website contains a large number of Products and it is always possible that, despite Carousel Gifts efforts, some of the Products listed on this Website may be incorrectly priced. If a Product's correct price is higher than the price stated on our Website or quoted to you, Carousel Gifts normally, at its discretion, either contacts you for instructions before dispatching the Product, or rejects your order and notifies you of such rejection.
13.8 Carousel Gifts is under no obligation to provide the Product to you at the incorrect (lower) price, even after it has sent you a Purchase Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing.
14.1 You will pay to Carousel Gifts in euro (€) and in full the price (including delivery charges and VAT, if applicable) in consideration of the supply of the Products pursuant to this Agreement and a Contract (without any abatement, deduction, withholding, counterclaim or set-off). No payment is deemed to have been received until Carousel Gifts has received cleared funds.
14.2 Payment for all Products must, subject to clause 14.3, be made by credit or debit card in advance via the Website. Carousel Gifts will not charge your credit or debit card until we accept your order, although we may confirm with your card provider that you have sufficient funds set aside for the purchase before accepting your order.
14.3 Time for payment is of the essence. If you do not pay the full price (including delivery charges) by the due date in cleared funds, Carousel Gifts is entitled to stop delivery of the Products and charge you daily interest (both before and after judgment) on the outstanding balance at a rate of four per cent (4%) above the European Central Banks main refinancing operations rate from time to time from the date the payment was first due and owing.
14.4 Carousel Gifts reserves the right at its absolute discretion to require payment prior to delivery or to alter the terms of payment from time to time.
14.5 All payments payable under any Contract become immediately due upon its termination despite any other provision.
15. Termination, Third Party IP and IP Exports
15.1 Each Contract is discharged by performance by Carousel Gifts. Carousel Gifts may terminate this Agreement and/or any Contract (or any part of a Contract) immediately by notice in writing to you if:
(a) you fail to pay in full any sum due by the required date;
(b) you breach any term or condition of this Agreement (whether repudiatory or not) which is incapable of remedy or which, if capable of remedy, is not remedied within seven (7) days of Carousel Gifts writing to you and asking you to remedy the breach;
(c) any authorisation, contract, consent or licence required by Carousel Gifts or necessary to supply the Products is terminated or revoked or cannot be obtained;
(d) Carousel Gifts is expressly entitled to do so under another term of this Agreement;
(e) if you are contracting as a Consumer, you become bankrupt or die.
(f) you cease or threaten to cease to trade;
(g) you encumber or in any way charge any of the Products in a manner inconsistent with Carousel Gifts' rights under clause 11;
(h) you have a petition presented for your winding up; a liquidator appointed to you or a receiver or an examiner appointed to you or over part or all of your assets; you enter into a composition with your creditors (save for the purposes of a bona fide reconstruction or amalgamation); you are unable to pay its debts as they fall due; and/or you suffer any event similar to the foregoing in any other jurisdiction; and/or
(i) you breach or are reasonably suspected by Carousel Gifts as having breached Irish, European, US and/or other applicable export control laws,(each and all of which are "Termination Events").
15.2 You may terminate this Agreement and/or any Contract (or any part of a Contract) immediately by notice in writing if any of the circumstances described in clause 15.1(h) applies to Carousel Gifts.
15.3 You must pay all sums due and owing to Carousel Gifts in respect of a Contract which has expired or terminated, immediately upon such expiration or termination. The termination or expiration of any Contract (or part of a Contract) does not affect your obligation to pay for remaining Products to be supplied by Carousel Gifts to you under another Contract (or the remaining part of a Contract).
15.4 Except as expressly stated in this Agreement, on any expiration or termination (for whatever reason) of a Contract, all rights and obligations of either party in respect of each other pursuant to the Contract immediately end. The accrued rights and remedies of the parties as at termination or expiration of a Contract or this Agreement, or the continuation or commencement after such termination or expiration of any provision expressly stated to survive or implicitly surviving termination or expiration will not be affected or prejudiced by the termination or expiration of any Contract or the Agreement.
15.5 Carousel Gifts does not own the Intellectual Property in any Products manufactured by third parties.
16. Returns policy
16.1 Carousel Gifts will comply with its returns policy, the warranty, where applicable, and its legal statutory obligations in relation to repairs, replacements and refunds including those under the Sale of Goods Act 1893 and the European Communities (Certain Aspects of the Sale of Consumer Goods and Associated Guarantees) Regulations 2003.
16.2 You are required to return Products to Carousel Gifts, at your sole cost and risk.
16.3 If you are entitled to a refund or reduction in the price, Carousel Gifts will usually return any money to you using the same method originally used by you to pay for the purchase. Carousel Gifts will usually process a refund or reduction due to you as soon as post allows.
16.4 This clause does not affect your statutory rights.
17.1 Carousel Gifts' liability:
(a) in respect of fraud or fraudulent misrepresentation;
(b) arising by virtue of the Liability for Defective Products Act 1991; and/or
(c) which cannot be limited or excluded pursuant to applicable law,
is not in any way excluded or limited by this Agreement despite any other provision of this Agreement.
17.2 If you are dealing as a Consumer your rights under the European Communities (Certain Aspects of the Sale of Consumer Goods and Associated Guarantees) Regulations 2003.
17.3 The Products which Carousel Gifts sells are generally Products manufactured by third parties. Subject to clause 17.1 and 17.2, any Products (or part of them, as the case may be, including without limitation, any Intellectual Property comprised in the Products) supplied to you by Carousel Gifts pursuant to this Agreement which were manufactured by a third party carry only the warranty (if any) of the relevant third party manufacturer and you are only entitled to the benefit of that warranty to the extent that Carousel Gifts has the power to pass through the benefit of such third party's warranty to you.
17.4 Carousel Gifts, subject to clauses 17.1 and 17.2, excludes all terms, conditions, warranties and representations, whether expressed or implied by statute or common law, to the fullest extent permitted by applicable law including, without limitation, all terms, conditions, warranties and representations implied by section 39 of the Sale of Goods and Supply of Services Act 1980 and sections 12, 14 and 15 of the Sale of Goods Act 1973 (but not in any case that implied pursuant to section 11 of the Sale of Goods Act 1973).
17.5 Carousel Gifts, subject to clause 17.6, is responsible for any direct losses you suffer which were reasonably foreseeable to both you and Carousel Gifts when a Contract for the sale of Products by Carousel Gifts to you was formed in accordance with this Agreement subject to a maximum amount which shall be no greater than the amount paid by you for the relevant Product.
17.6 Carousel Gifts, subject to clause 17.1 and 19.2, is not liable or responsible for any of the following, whether arising directly or indirectly and irrespective of whether it was advised of the possibility of them in advance:
(a) loss of actual or anticipated profits or loss of sales;
(b) loss of business, business opportunity, investment or customers;
(c) loss of actual or anticipated revenue or savings;
(d) loss of, damage to, or reduction in value of, goodwill or reputation;
(e) loss of, or loss of use of, or damage to, equipment
(f) loss and/or liabilities arising under or in relation to any other contract; and/or
(g) economic, consequential, exemplary, punitive, special, or incidental damages or losses.
17.7 Each of the sub-clauses contained in this clause 17 is capable of surviving separately and independent of each other. You acknowledge and agree that the price payable by you to Carousel Gifts in respect of Products are based upon the assumption that Carousel Gifts' liability is limited and/or excluded in the manner set out in this clause 17 and this Agreement and that such limitation or exclusion is fair and reasonable taking into account the value and price of the Products and your ability and right to source the Products elsewhere or not to purchase them.
18. Force Majeure
18.1 Neither party is liable to the other party for any delay or non-performance of its obligations under a Contract arising from any cause or causes beyond its reasonable control (a "Force Majeure Event").
18.2 A Force Majeure Event includes any act, event, omission, accident or other circumstances beyond a party's reasonable control and includes, in particular and without limitation, the following:
(a) strikes, lock-outs or other industrial action;
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
(d) lack of or inability to use railways, shipping, aircraft, motor transport or other means of public or private transport;
(e) lack of or inability to obtain power, supplies or resources;
(f) lack of or inability to use public or private telecommunications networks; and/or
(g) the acts, decrees, legislation, regulations or restrictions of any government.
18.3 A party's performance under any Contract is deemed to be suspended for the period that a Force Majeure Event continues, and it will have an extension of time for performance for the duration of that period. Each party will use its reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which its obligations under the Contract may be performed despite the Force Majeure Event. If the Force Majeure event continues for a period in excess of three (3) months, either party will be at liberty to terminate the Contract without incurring any liability whatever for any loss or damage arising therefrom.
19. Data protection
19.1 You agree that Carousel Gifts may process any personal data you supply to it in connection with the performance of this Agreement and any Contract as well the maintenance of its relationship with you. Please note that Carousel Gifts may use the services of a third party data processor in connection with the supply of Products to you and processing of payments. It may also provide your personal information to manufacturer where necessary in connection with the performance of your Contract.
20. Variation of Prices / Agreement
20.1 The Agreement may be amended by Carousel Gifts from time to time. Carousel Gifts envisages that it will normally post any proposed variations to this Agreement on this Website thirty (30) days prior to the variation of this Agreement taking effect. Variations to the Agreement will not take effect during this notice period. If you do not accept the varied Agreement, you should not purchase any Products from Carousel Gifts to which the varied Agreement applies.
20.2 The prices and delivery charges for Products may be increased or decreased without any notice whatever. However, the prices variation will not apply to any Products for which we have already issued a Purchase Confirmation.
21.1 In this Agreement, the following capitalised terms and expressions have the following meanings:
"Agreement" has the meaning given to it in clause 1.1
"Consumer" means a natural person who is acting for purposes which are outside that person's trade, business or profession.
"Contract" has the meaning given to it by clause 6.3.
"Customer Sales Centre" means a customer sales centre operated by Carousel Gifts through which you may submit orders by telephone for Products.
"Delivery Point" has the meaning given to it in clause 10.1.
"Purchase Confirmation" has the meaning given to it in clause 6.3.
"Carousel Gifts" has the meaning given to it in clause 2.
"Intellectual Property" means any intellectual property including, without limitation, any copyright works and related rights
"Products" means any goods and/or products listed on this Website from time to time, purchased via the website and supplied to you by Carousel *Gifts including.
"Website" has the meaning given to it in clause 1.1.
22.1 The masculine gender includes the feminine and neuter and the singular number include the plural and vice versa and words importing persons include firms or companies. The section headings to the clauses in this Agreement are inserted for convenience of reference only and are not a part of, and do not or affect the construction or interpretation of, this Agreement.
22.2 You may not assign this Agreement and any Contract formed under it, in whole or in part, without Carousel Gifts' prior written consent, which consent will not be unreasonably withheld.
22.3 The exercise by Carousel Gifts of any of its rights under this Agreement is without prejudice to any of its other rights and remedies. The provisions of this Agreement may only be waived by either party in writing by express reference to this sub-clause. No delay, neglect or forbearance on the part of either party in enforcing any provision of this Agreement is a waiver, or in any way prejudices any right of a party under this Agreement. A waiver by a party of any breach of any of the provisions of this Agreement does not constitute a general waiver of such provision or of any subsequent act contrary to it.
22.4 The contents of any documents referred to in this Agreement form an integral part of this Agreement and have as full effect as if they were incorporated in the body of this Agreement. If any conflict or inconsistency arises between the provisions of this Agreement and any documents referred to in it, the provisions of this Agreement take precedence except if the document expressly provides otherwise.
22.5 Each Contract represents the entire understanding of the parties concerning its subject matter and, except as expressly provided in this Agreement, overrides and supersedes all prior and contemporaneous promises, representations, understandings, arrangements, and agreements concerning the same (whether written, oral or implied) which are hereby revoked by mutual consent of the parties. This sub-clause does not exclude any liability for fraud, misrepresentations and/or fraudulent misrepresentations.
22.6 If any provisions of this Agreement are held to be unenforceable, illegal or void in whole or in part by a court of competent jurisdiction or a competent authority, the remaining portions of the Agreement will remain in full force and effect to the fullest extent permitted by applicable law.
22.7 Carousel Gifts may assign, novate and/or transfer its rights and obligations (or any part of them) under this Agreement and any Contract to (i) any company within the group of companies to which Carousel Gifts belongs from time to time and/or (ii) any third party purchaser of same and/or Carousel Gifts and/or of their assets, (or any part or parts thereof) provided it has no detrimental effect to you. You agree to do all reasonably things necessary to affirm any such acts, at the reasonable cost of Carousel Gifts.
22.8 This Agreement and any Contract formed under it are binding on and inure to the benefit of you and Carousel Gifts and, as the case may be, their heirs, estates, successors and permitted assigns.
22.9 This Agreement and any matter or dispute concerning or arising out of it or any Contract is exclusively governed by Irish law and is subject to the exclusive jurisdiction of the courts of Ireland. This clause will not prevent Carousel Gifts from making an application for injunctive relief or enforcement proceedings in any jurisdiction.