When the following words with capital letters are used in these Conditions, this is what they will mean:
These Conditions and the documents referred to in them constitute the entire agreement between the Company and the Customer. They supersede any previous agreement between them, including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document. In the event of any inconsistency between these Conditions and the terms of the Order, the terms of the Order shall prevail. No employee or agent of the Company has authority to vary, add or depart from these general terms and conditions of trade or to make any representations in relation to the goods sold or any services provided hereunder or the contract made herein.
The provisions of these general Conditions of Sale shall not prejudice the statutory rights (if any) which may, notwithstanding these Conditions of Sale, be guaranteed to the Customer by virtue of Sections 12, 13, 14 and 15 of the Sale of Goods Act 1893 as amended by the Sale of Goods and Supply of Services Act 1980, save and to such extent as it may be lawful to exclude same in relation to any particular sale.
The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
If a quotation is provided by the Company to the Customer, this shall not constitute an offer. A quotation shall only be valid for 7 (seven) days from the date on which it is issued (unless otherwise stated on the quotation).
The Company reserves the right to alter its prices as the specifications, types or quality of the Goods at any time. The Goods are sold subject to prices and conditions ruling at the time of the invoice. The entering of an Order and its acknowledgement by the Company shall not be construed as its acceptance at any particular price.
The Customer shall at all times keep the Company indemnified against any claims for loss, damage, expense, injury or death to third parties arising out of or connected with the subject matter of the contract herein contained with the Customer and the Goods or services supplied hereunder.
The Company shall be entitled at any time whatsoever without notice to theCustomer to set-off amounts due on any account whatsoever by the Company to the Customer against amounts due on any account whatsoever to the company by the Customer. The Company shall be entitled at any time to transfer its rights against the Customer (or to any of its affiliates) to any member of its group, its affiliates, or any other entity in which it has an interest.
Customers who receive their orders via couriers and wish to return goods must obtain agreement from the Company’s customer support first. Goods can only be returned to the courier if they have an uplift note. If goods arrive in an unsatisfactory condition, the Customer must sign the courier’s delivery note not the Company’s as received damaged. If this procedure is not followed, the Company may refuse the credit claim.
The Company reserves the right to suspend, delay or terminate any contract or to require payment in advance if the Customer is in breach of any of its obligations to the Company, if the Customer suffers execution or distress to be levied upon any of its property, or if (being an individual) the Customer become bankrupt or make any arrangement with its creditors, or (being a company) enter into liquidation (whether compulsory or voluntary), or shall have a receiver or administrative receiver appointed of all or any of its assets. Upon occurrence of any of the above events the Company shall (in addition to its right to recover from the Customer all sums due to the Company) have the right to recover or deduct or set off the amount of any loss, damage or expense incurred by the Company by reason of the Customers breach and (in the case of termination of any contract) the right to recover any Goods supplied and to retain or sell them. The Company also shall be entitled to withhold any monies that are owed to the Customer by the Company as contra payment of any of the above breaches.
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, pandemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 2 days, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract.
These Terms and Conditions of Trade and all other express terms of every agreement between the Company and the Customer concerning the supply of Goods and services shall be governed by and construed in all respects in accordance with the laws of the United Kingdom and the Customer and the Customer agrees in all respects in accordance with the laws of the United Kingdom and the Customer agrees to submit to the non-exclusive jurisdiction of the Irish Courts in relation to any matter arising hereunder in dispute. If any provisions of these Terms and conditions of trade shall be determined by a court of competent jurisdiction to be void or unenforceable the other terms and conditions shall remain unaffected and enforceable.
Paragraph headings in these Conditions of Sale are for ease of reference only and shall have no legal effect whatsoever.