LIMERICK, IRELAND
These Terms and Conditions which supersede all earlier Terms and Conditions, shall apply to all sales and no variation (including in particular any terms and conditions on the Buyer’s contract or order form), whether before or after the making of the contract, shall have effect unless expressly agreed to in writing by Irish Wire Products Limited, (hereinafter referred to as “The Company”)
There shall be no contract between the Company and the Buyer until the Buyer’s order is accepted by the company.
The contractual rights which the Buyer enjoys by virtue of section 12,13,14 and 15 of the Sales of Goods Act, 1893 (as amended) are in no way prejudiced by anything contained in Terms and Condition: save (if the Buyer is not dealing as consumer or in the case of International Sales of Goods) to the extent permitted by law, words and expressions (termed in the Sales of Goods Acts, 1893 and 1980 shall, when used in these Terms and Conditions, save where the context otherwise requires, bear the same meaning as therein.
All goods supplied hereunder shall be to customary trade standards and subject to the usual allowances for mill rolling, shearing, cutting, planning, shrinkage, drying and other recognised tolerances.
The property in the goods shall remain in the Company until the Company has received payment in full for all sums due and owing on any account by the Buyer.
If the Buyer shall sell or otherwise dispose of the goods before payment in full as aforesaid has been made to the Company, the Buyer shall in such case act on his own account and not as agent for the Company and shall hold all monies received by him from such sale or disposal in trust for the Company and shall on request furnish the Company with the names and addresses of the persons to whom such disposal have been made together with all necessary particulars to enable the Company to recover any outstanding sums due from such persons.
So long as the property in the goods shall remain in the Company, the Buyers hold the goods as bailee for the Company and store the goods as to clearly show them to be the property of the Company, and the Company shall have the right, without prejudice to the obligations of the Buyer to purchase the goods, to retake possession of the goods (and for that purpose to go upon any premises occupied by the Buyer).
Nothing in this clause shall confer any right upon the Buyer to return the goods. The Company may maintain an action for the prices notwithstanding that property in the goods shall not have vested in the Buyer.
Any times quoted for delivery are estimates only and the Company shall not be liable for failure to deliver within the time quoted.
If the goods are not received by the Buyer within seven days from the date of the relevant invoice, the carrier and Company must at once be informed.
The company shall be entitled to make partial deliveries or deliveries by instalments and the terms and conditions herein contained shall apply to each partial delivery.
Deviations in quantity of the goods (representing not more than 10 per cent by value) from that stated in the contract shall not give the buyer any right to reject the goods or to claim damages and the Buyer shall be obliged to accept and pay at the contract rate for the quantity of the goods delivered.
The goods properly packed and secured in such a manner as to reach their destination in good condition under normal conditions of transport, shall be delivered by the Company at, or despatched for delivery to, the place or places and in the manner specified in the order or subsequently agreed. Delivery to any lands or premises shall be deemed to be effected by delivery to the nearest off loading point or hard surfaced road.
Whether goods are sold F.O.B. or C.I.F. the responsibility of the Company shall cease immediately the goods are placed on board ship and the Company shall be under no obligation to give the Customer any notice whatever.
Where goods are to be delivered by public carrier, the liability of the Company shall cease immediately the goods are delivered to the said carrier, its servants or agents for delivery to the Customer.
The signature of any employee of the Customer acknowledging receipt of the goods shall be conclusive evidence of receipt of the goods specified on the relevant delivery docket.
The company is to be notified of all shortages within 24 hours of delivery.
Notwithstanding that the property in the goods may not have passed the Buyer, the Buyer shall carry all risk of or damage to the goods from the when the goods are delivered to a carrier for transmission to the Buyer or the prior delivery to a carrier for transmission to the Buyer, or the prior delivery of the goods to the stipulated places of delivery, either of which events shall constitute delivery to the Buyer, and Section 32 (2) and (3) of the Sale of Goods Act, 1993 shall not apply.
From when the risk of loss or damage to the goods commences to be carried by the Buyer until the Company is paid in full for the goods, the Buyer shall:
Any price quoted by the Company or comprised in the contract is provisional only, and is subject to market fluctuations and/or changes in basic national wages rates, freight charges, rates of exchange, cost of materials (including raw materials) or other relevant costs. Whilst every effort will be made to maintain prices quoted, the Company reserves the right to execute orders at prices ruling at the time of delivery.
Payment shall be made in accordance with agreed terms and will coincide with the European Directive (Late Payment on Commercial Transactions) implemented in Irish legislation 08-08-02; where payment is not made within 30 days of invoicing, then the amount will be subject to a mandatory interest charge of 10.25% charged at a daily basis @.0281%.
The Buyer shall pay the Company interest on overdue payments calculated on the day-to-day balance at a rate of interest equal to that from time to time payable by the Company on overdraft borrowings. Such interest shall be payable on demand and may be charged and added to the balance of overdue payments and thereby compounded, from time to time as the Company may determine. A statement from the Company as to the rate of interest applicable under this paragraph shall, in the absence of manifest error, be conclusive.
Non-stock items require a 50% non-refundable deposit.
Nothing in this clause shall be taken as limiting the Company’s rights under Clause 8.
If by reason of any defect in the goods there shall be a breach of any implied condition or warranty applicable thereto, the Company shall at its option either repair or replace the goods or issue credit to the Buyer provided that:
Examination of such goods by the Company shall disclose to its satisfaction (that the defect or failure to conform to specifications existed at the time of delivery or) that a breach of any implied condition or warranty shall have occurred as aforesaid, and in particular that the goods shall not have been affected by misuse, neglect, accident, improper storage, installation or handling or by repair or alteration not affected by the Company and;
The Buyer shall pay to the Company the cost (as stated by the Company) of any examination of the goods as a result of which the Company does not admit liability.
The Company has its registered office at: Dock Road, Limerick
All implied conditions and warranties other than those arising under Section 12 of the Sale of Goods Act, 1893 (as amended) are hereby excluded in relation to any parts, components and accessories supplied by, but not manufactured by the Company will so far as possible pass to the Buyer the benefit of any guarantee, condition or warranty given to the Company by the manufacturer.
Note 1: 4 year guarantee on all vinyl wrapped doors.
Note 2: 10 Year guarantee on all flat packs.
Relating to notes 1 and 2 above, The company will only replace doors that are deemed defective under the terms and conditions of the warranty. The company’s liability shall under no circumstances exceed the purchase price of the original product nor shall we be liable for any refitting costs.
The Company’s liability for any claim, whether in contract, tort (including negligence) or otherwise, for any loss or damage arising out of or in connection with or resulting from the manufacture, sale, delivery, re-sale, replacement or use of any of the goods shall in no case exceed the price paid by the Buyer to the Seller for the goods which give rise to the claim, plus expenses of customs, taxes, freight and insurance. In no event shall the Company be liable for any loss of profits, or special or consequential damages suffered by the Buyer, including interest charges. Nothing contained in this paragraph shall by implication, create any liability or obligation on the part of the Company or effect or diminish any disclaimer or liability elsewhere contained herein.
Except as expressly stated above all other warranties, conditions and representations, express or implied, statutory or otherwise, in relation to the quality or fitness for any particular purpose of the goods are hereby excluded and the Company shall not be liable in contract, tort or otherwise for any loss, damage, expense or injury of any kind whatsoever, consequential or otherwise, arising out of or in connection with the goods sold or any defect in them or from any other cause, whether or not any such matter amounts to a fundamental breach of a term of the contract.
The Company’s liability under this provision shall be limited to a period of one year from the date of receipt of the goods by the Buyer.
The Buyer shall not reject any goods or cancel or purport to cancel the contract or any part of it because of an alleged default unless and until the Company shall have failed to correct such alleged default within 30 days of written notice specifying the default.
If the Buyer:
Then, in such event the Company shall have the right (without prejudice to any other remedies) to cancel any uncompleted order and withhold or suspend delivery of further goods, and to demand payment forthwith of all sums due by the Buyer to the Company.
In the event the Company exercises any rights it may have to stop goods in transit because of the Buyer’s financial conditions, the Company may at its option resell such goods at public or private sale without notice to the Buyer and without affecting the Company’s rights to hold the Buyer liable for any loss or damage caused by breach of contract by the buyer
The Buyer shall indemnify the Company against all damages, penalties, costs and expenses to which the Company may become liable as a result of work done or the supply of goods in accordance with the Buyer’s specification which involves the infringement of any letters patent, registered design, copyright, trademark or trade name or other rights of confidentiality or information or industrial, commercial or intellectual property.
The Company shall not be under any liability of whatever kind for nonperformance in whole or in part if its obligations under the contract due to causes beyond the control ofthe Company or beyond the control of the Company’s suppliers including, but not limited to, are (whether an actual declaration thereof is made or not), sabotage, insurrection, riot or other act of civil disobedience, acts of the Buyer or a third party, failure or delay in transportation, acts of any Government or any agency or subdivision thereof, Government regulations, judicial actions, labour disputes, strikes embargoes, illness, accident, fire, explosion, flood, tempest or other acts of Cod, delay in delivery to the Company or the Company’s suppliers or shortage of labour, fuel, raw materials or machinery or technical failure. In any such event, the Company may without liability, cancel or vary the terms of contract including, but not limited to extending the time for performing the contract for a period at least equal to the time lost by reason of such causes.
This contract shall be governed and construed in all respects in accordance with the laws of the Republic of Ireland.
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