Terms and Conditions of Business
A quotation by the Company does not constitute an offer and the Company reserves the right to withdraw or amend the same at any time, prior to the Company’s acceptance of the Customer’s order. The price payable for the order shall (unless otherwise agreed in writing) be the Company’s list price therefore current, at the time of despatch. The Company shall be entitled to change the amount of any value added or similar tax at the rate prevailing at the date of delivery, whether or not same was included in quotation.
No Contract in respect of the goods between the Company and the Customer shall exist until the Customer’s order has been accepted by the Company. In the event that the Customer’s order seeks to make the sale subject to terms different from these conditions, acceptance is effected by a formal order acknowledgement and shall be deemed to be a fresh offer by the Company on the basis of these Conditions, in which event (unless these conditions are accepted by the Customer prior to delivery) acceptance of delivery of the goods by the Customer shall constitute acceptance of the Company’s offer and the Contract of Sale shall be formed at that moment. No conditions or terms stipulated in any other communication of document shall vary or annul any of these conditions except insofar as the conditions are expressly consented to in writing by the Company.
(a) Whilst the Company will make every reasonable effort to complete the Contract by the date or date therein specified for delivery of goods, or provision of services, such date or dates shall only constitute the times by which the Company expects to effect such delivery or provision and the Company’s failure to so deliver or provide by the due date or dates shall not constitute a breach of Contract, and the Company shall not be responsible for any direct, indirect or consequential loss resulting therefrom.
(b) If the Customer fails to take delivery of the goods in accordance with the terms of the Contract or fails to comply with any provisions of the Contract requiring the Customer to collect the goods, the Company may, by notice in writing, cancel the Contract or any balance of the Contract remaining unfulfilled at the date of such failure and may recover from the Customer all loss and damage arising from the breach of Contract.
(c) If goods are contracted to be delivered by instalments or services provided by instalments, late delivery or provision of one instalment shall not entitle the Customer to rescindthe Contract or any part thereof.
(d) If the goods do not conform to the delivery note the customer must notify the Company as soon as reasonably possible but in any event, not later than 10 days after receipt of the delivery note. The delivery note must accompany the claim.
(e) As soon as the goods have been delivered they shall be at the risk of the Customer who shall keep them insured in the full replacement value thereof for the benefit of the Company against all loss or damage by reason of fire, storm, water, accident or theft, until the passing of the property in the goods to the Customer.
(f) Loss or Damage in Transit or Non-Delivery:- The Customer shall examine the Goods immediately they are delivered to him. The Company reserves the right to reject claims in respect of shortages or damage in transit or non-delivery of the goods, or in the case of non-delivery, 7 days after the due date for delivery.
(g) Late Delivery:- Whilst the Company will use its best endeavours to deliver the goods in accordance with the Customer’s requirements, the Company will not be liable for any consequences of late delivery howsoever caused.
3. Terms Of Payment
(a) Payments shall be made in the manner and at the time or times agreed by the Company and Customer. If no specific Agreement is made in writing, payments for each delivery of service shall be made not later than 30 days after the date of the invoice.
(b) Payment shall be made without any deduction or set-off and interest shall be payable on over-due accounts, at the rate of 2% (two per cent) per month to run from the due date for payment until receipt by the Company of the full amount.
(c) If in the case of the Contract, or any order involving more than one delivery or service, default is made in payment on the due date, the Company shall have the right to suspend all or any further deliveries or services pending payment, or to terminate the Contract in its entirety by notice in writing to the Customer.
4. Title To Goods
(a) Until payment in full has been received for all goods and services comprised in the Contract, full legal and beneficial ownership of such goods shall be retained by the Company, notwithstanding that the risk in same shall pass to the Customer at the time of delivery.
(b) Until payment in full for the goods has been made, the Customer shall hold the same as Bailee of the Company and shall at all times, take proper care of same and/or any products made wholly or partly therefrom and keep the same in such manner and that they may be clearly identified as belonging to the Company. The Customer will return the goods and/or any products made wholly or partly therefrom to the Company if it receives a request so to do prior to payment in full having been made.
(c) The Company reserves the right to re-possess any goods in respect of which payment is overdue and thereafter to re-sell the same and for this purpose the customer hereby grants an irrevocable right and licence to the Company, its servants and agents, to enter all or any of its premises, with or without vehicles during normal business hours. This right shall continue to subsist not withstanding the termination of the Contract for any reason and is without prejudice to any accrued rights of the Company thereunder or otherwise.
(d) Should the goods or any of them be converted into a new product or products whether or not such conversion involved the addition of any other goods and/or any other materials whatsoever and in whatever proportions or should the Company carry out any works of any kind on goods, the property of the Customer, the Customer will immediately place the new product or products in store separate from other goods and in situation where they can be clearly viewed. Thereupon full legal and beneficial ownership of the new product or products shall pass to the Company and the Company shall be entitled to a due proportion of the proceeds of sale of the same to a third party in accordance with the provisions of the following.
(e) Subject to the preceding provisions of paragraph 4 hereof, the Customer shall be at liberty to sell the goods comprised in the Contract and/or any products made wholly or partly therefrom or goods the property of the Customer which have been the subject of works by the Company, in trust to pay to the Company such sums to which it is entitled under the provisions of the Contract. Notwithstanding the provisions of this paragraph, the Customer may retain from the proceeds of such sale, any sum in excess of the sum or sums to which the Company is entitled under the Contract or any other Contract between the Company and the Customer.
(f) The Company may at any time, revoke the Customer’s power of sale as provided in the preceding paragraph by giving the Customer notice in writing of such revocation in the event of the Customer being in default for longer than 14 days in the payment of any sum whatsoever due to the Company by the Customer (whether in respect of the goods or services which are the subject of the Contract or under any other Contract between the Company and the Customer) or if the Company has bona fide doubts as to the solvency of the Customer. The Customer’s power of sale will automatically cease if a Receiver or Liquidator is appointed over any asset or undertaking of the Customer, or in the event of the Customer committing an act of Bankruptcy.
5. Limitation Of Company’s Liability
(a) Except as otherwise expressly provided for in these Conditions, the Company shall have no liability of any kind whatsoever to the Customer in respect of any loss or damage, whether direct, indirect or consequential suffered by the Customer, his servants or agents, whether in Contract or negligence or otherwise howsoever, whether for loss or damage to property or for death or bodily injury arising in respect of any goods supplied or work done by the Company, its servants or agents.
Notwithstanding any provision to the contrary herein, upon the Customer effecting payment, the Customer shall be deemed to have accepted the goods without set-off debit, retention or counterclaim, howsoever such rights may arise.
The Company reserves the right to vary the specification of any item, withdraw, modify or amend any such item without prior notice. Prices quoted are subject to variances in exchange rates and in consequence, prices will be those holding at the time of delivery from the manufacturer to the Company.
(b) The Company shall not be liable to the customer for:-
(i) Shortages of quantity delivered unless, the customer notifies the Company of any claim for short delivery within 10 days on receipt of the goods.
(ii) For damage to or loss of the goods or any part thereof in transit (where the goods are carried by the Company’s own transport or by a carrier on behalf of the Company) unless the Customer shall notify the Company of any such claim within 10 days on receipt of the goods or the scheduled date of delivery, whichever shall be the earlier.
(iii) For defects in the goods caused by any act, neglect or default of the Customer of any third party.
(iv) For other defects in the goods resulting from faulty material or workmanship, unless notified to the Company within 10 days on receipt of the goods by the customer and before the goods are processed or used.
The Company may withhold or cancel further or any deliveries under the contract of sale or may recover all losses resulting therefrom if the Customer:-
(a) fails to make payment on the due date under any Contract with the Company;
(b) enters into a composition with its creditors, or (being a Company) has a receiver appointed or passes a resolution for winding up, or commits an act of bankruptcy; or
(c) is in breach of any of the items and conditions contained herein (notwithstanding that on a former occasion or occasions it has waived its rights).
No Warranty or representation whether oral or written given by or on behalf of the Company, shall be binding upon the Company unless specifically stated in writing to be incorporated in the Contract.
The Customer hereby agrees to indemnify and keep indemnified the Company from and against all loss, damage, liability, loss of profits, costs and expenses incurred as a result of any and all claims including but not limited to breach or infringement of copyright made against the Company in respect of the goods and/or services provided by the Company to the Customer and/or in respect of the work carried out by the Company for the Customer on the instructions of the Customer.
9. Force Majeure
The Company shall not be liable for failing to perform the Contract whether in whole or in part if the failure is caused as a direct or indirect result of the Company being prevented, hindered or delayed in the performance of its obligations under the Contract by reason of any force majeure circumstances to include any act of God, war, riot, strike, lock-out, trade-dispute or labour disturbance, epidemic, accident, breakdown of plant or machinery, fire explosion, flood, drought, government action, difficulty in obtaining workmen, material or transport or other circumstances whatsoever outside the control of the Company affecting the provision of the goods, services hereunder or of materials therefore, by the Company’s usual source of supply or manufacture of the goods by the Company’s normal means or the delivery of the goods by the Company’s normal route or means of delivery.
10. Customer’s Property
Customer’s property and all property supplied to the Company by or on behalf of the Customer will be held, worked on and carried at the Customer’s risk.
Any agreement incorporating these Conditions shall be construed and interpreted in accordance with the laws of Ireland and for the purpose of settlement of any dispute arising out of or in connection with the Contract, the parties hereby submit themselves to the jurisdiction of the Irish Courts.