Terms & Conditions
TERMS AND CONDITIONS OF SALE OF EIREBLOC LIMITED
1. These Conditions of Sale shall govern all sale of goods ("goods") by Eirebloc Limited ("the Company") to any buyer ("the Buyer") and shall prevail and take precedence over any conflicting terms or conditions (whether written, oral or implied) contained in any Buyer order, correspondence or elsewhere
and any such conflicting terms or conditions are hereby excluded and extinguished except where variations are specifically accepted in writing by the Company.
2. On placing an order or accepting a quotation or entering into a contract with the Company, the Buyer is deemed to have accepted all the conditions set out herein without any variation whatsoever.
3. Quotations do not constitute an offer by the Company and no order shall result in a binding contract until accepted by the Company.
4. Each delivery of goods to the Buyer shall be deemed to be a separate contract under the terms and conditions hereof and the failure of any particular delivery shall not affect the contract or conditions thereof as to any other delivery or consignment.
5. In the event of an act of God, explosion, flood, fire, government direction or other authoritative direction or intervention, strikes, lock-outs or other industrial or civil actions or trade disputes, difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or break-down in machinery, import or export regulations or embargoes, war or threat of war or civil disturbance, or any other cause of whatsoever nature beyond the reasonable control of the Company, the Company shall not be liable for any delay in delivery, non-delivery, destruction or deterioration of all or part of the goods or for any other default in the performance of this contract arising therefrom and the Company shall have the option either to cancel this contract either wholly or partially or to extend the time for delivery during such period as said circumstances or any of them shall continue. In the event of such cancellation by the Company, or any such postponement, the Buyer shall have no claims whatsoever against the Company.
6. Any complaints or claims made for alleged damage, defect or failure in the quality of the goods or alleged short delivery of the goods, are to be communicated to the Company in writing within seven days of delivery and the Buyer must make the goods available for inspection by the Company. If the Buyer does not notify the Company accordingly, the Buyer shall not be entitled to reject the goods thereafter and the Company shall have no liability whatsoever for any such damage, defect, failure or short delivery and the Buyer shall be bound to pay the price as if the goods had been delivered in accordance with the Contract.
7. Notwithstanding any of the provisions hereof, the Company’s liability in respect of any goods supplied to the Buyer proven to be defective shall be limited to the invoice value of the goods and under no circumstances shall the Company be liable for consequential damage or loss or any third party claims arising. The Company shall have the option of granting a credit allowance in respect of such defective goods or of delivering replacement goods.
Price and Payment
8. The price of the goods shall be the price stipulated herein provided however that the Company reserves the right to increase the price of the goods to reflect any increase in the cost to the Company which is due to any factor beyond its control (such as, without limitation, Governmental Regulation, increase in the cost of labour, materials or other cost of manufacture). The Buyer shall be entitled to rescind the contract in the event of any such price increase.
9. All prices quoted are exclusive of VAT (or other government charges which are in effect or which hereinafter may be imposed) which the Buyer shall be additionally liable to pay.
10. The terms of payment shall be cash payable by the Buyer to the Company within 30 days (or such other period as may be agreed between the Company and the Buyer) of the Company’s invoice in respect of the goods together with VAT at the appropriate rate. Interest will be charged on all overdue accounts at the rate of 2% above the rate for the time being fixed by the joint standing committee of the Associated Irish Banks for personal unsecured overdrafts. Such interest shall accrue from day to day and be payable as well after as before any judgement.
11. All payments received by the Company shall first be utilised in settlement of accounts which have been outstanding longest and/ or, at the option of the Company, any accumulated interest on arrears.
12. No payments may be withheld nor may any counterclaims by the Buyer be set-off against any payment due hereunder without the consent of the Company.
Reservation of Ownership
13. The goods shall, notwithstanding delivery, remain the property of the Company until the entire purchase price (including VAT and interest on late payment) and all other sums due by the Buyer to the Company have been paid in full without any reduction or deferment on account of any dispute or counterclaim whatsoever and until such full payment the Buyer shall hold the goods and all products incorporating the same in trust for the
Company and shall store same separately from its own goods and from those of any third party in a manner which makes them readily identifiable as the goods of the Company.
14. The Buyer shall not be entitled to pledge or create any lien, charge or other encumbrance whatsoever over the goods but shall be entitled to sell the
goods and pass the property in the goods to third parties in the normal course of business until the happening of any of the events set out in paragraph
16 below but the proceeds of resale and/ or the claim to such proceeds will be the Company’s until such time as all sums owing to the Company have been paid.
15. Where the Buyer sells the goods or otherwise deals with them (whether or not in the ordinary course of trade) before the full price of the goods has been paid to the Company, the Buyer shall hold the proceeds of sale thereof in trust for the Company and shall not mingle the proceeds with other monies and shall not pay same into an overdrawn bank account.
16. The Buyer’s right to possession and resale of the goods shall cease at whichever is the earliest of the following dates:
(i) On expiry of the agreed credit period;
(ii) If the Buyer, not being a company, commits an act of bankruptcy, makes any proposal to his creditors for composition or does anything which will entitle any application for bankruptcy to be commenced against him;
(iii) If the Buyer, being a company, does anything or fails to do anything which would entitle a receiver to take possession of any assets or which would entitle any person to present a petition for the appointment of a Liquidator or Examiner.
17. If the Buyer suffers the appointment of a Receiver or an Examiner and at that time the Buyer shall not have received the proceeds of re-sale, the Buyer or the Receiver or the Examiner, as Agent for the Buyer, shall assign to the Company all rights against any person to whom the goods have been resold.
18. In the event that the goods are mixed or fused with the material belonging to the Buyer or to third parties in such a way as to form a new inseparable product, ownership shall be deemed to arise in the hands of the Company to the extent of the value of the contribution made by
the goods supplied by the Company to the new product.
19. The Company may for the purpose of recovering its goods enter upon any premises where they are stored or may reasonably be thought to be stored and may repossess the same without the necessity for any prior consent or authority from the Buyer.
Delivery and Risk
20. Notwithstanding the provisions of Paragraphs 13-19 above, all risk whether insurable or otherwise relating to the goods supplied by the Company to the Buyer shall pass to the Buyer immediately on delivery being effected by the Company.
21. Delivery shall be made to a site nominated by the Buyer. The buyer shall make available a representative to sign acceptance of the Consignment Note which shall constitute proof positive of delivery of the goods both as to quantity and quality.
22. Any dates quoted for delivery of goods are approximate only and the Company shall not be liable for any delay in delivery of the goods howsoever caused nor for any loss to any person resulting from such delay whether direct or consequential. Time for delivery shall not be of the essence unless
previously agreed by the Company in writing. In the event of delay, any goods, the time for delivery of which has been extended, shall be accepted by the buyer when the cause preventing or delaying delivery has been remedied.
23. In the event of the Buyer or his Agent giving delivery instructions and afterwards finding it necessary to cancel such instructions, then such cancellation can only be accepted by the Company on the terms that the Buyer accepts full responsibility to the Company for all expenses incurred by the Company up to the time of cancellation. The Company’s estimate of such expenses incurred shall be final.