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1. GENERAL
Any order accepted by Action Adhesives (Ireland) Ltd. (hereinafter called the Company) whether or not it is based on or results from any quotation or tender given by the Company is to be deemed to incorporate these terms and conditions; no variation or modification of or substitution for these terms and conditions (even if included in or referred to in the document placing the order) shall be binding on the Company unless specifically accepted by the company in writing. Written acknowledgement of an order shall not constitute such acceptance. No servant, agent or representative of the Company has any authority to waive, vary, add to, omit or otherwise after these terms. In the event of any dispute between the Company and the Buyer these Terms and Conditions of Sale shall prevail.
2. PRICES
Unless otherwise agreed in writing by the Company the Company reserves the right to vary the price quoted for the goods in order to conform with the Company’s prices for such goods ruling at the date of despatch or to take account of any increase in wages, salaries or cost of materials, manufacturing, packaging or other overheads between the date of the order and the date of delivery. When Value Added Tax (hereinafter called VAT) is chargeable the price shall also be increased.
1) By the gross amount of the VAT chargeable on the supply of the goods and for the services by the Company.
2) By the net cost to the Company of any VAT chargeable in respect of the supply to the Company of goods to be incorporated in or of services contributing to the contact.
3. PAYMENT
a) Unless remittance is required with order or the company otherwise agrees. Payment is due in full 30 days from the end of the month following the date on which the buyer is invoiced in respect of this contract.
b) All payments shall be in accordance with the terms set out herein and in the event of non-compliance therewith the Company reserves the right to make an additional charge which shall not exceed 3% above European base rate on any sums outstanding from time to time and which shall be notified to the Buyer.
c) If payment is not make in accordance with these terms or at any time the credit standing of the Buyer has (in the opinion of the Company be impaired the company may refuse delivery of any goods required under this contract until arrangements as to payment or credit have been established which are satisfactory to the Company.
d) In addition to any right or lien on all goods of the Buyer in the company’s possession (although such goods or some of them may have been paid for) for the unpaid price of any goods sold and delivered to the Buyer by the Company under the same or any other contract.
e) The intending Buyer acknowledges that until such time as payment as aforesaid has been made it is in possession of goods solely as bailee for the Company and shall store the goods separately from its own goods and in such a fashion as to be readily indentifiable by the Company.
4. DELIVERY
a) Unless the Company otherwise agrees, delivery shall be made to the Buyer’s works, noted on the order and stated on the Company’s invoice
b) Stated delivery times are business estimates only and the Company shall not be liable for any loss or damage suffered by the Buyer by reason of any failure to comply therewith, not will any such delay entitle the Buyer to repudiate the contract.
c) The carrier and the Company must be advised in writing (otherwise than upon the carrier’s documents) within five days of receipt of invoice it the products covered by the invoice have not been delivered, or within tow days of delivery it damage, pilferage or shortage is revealed upon receipt of the products. If such advice is given the Company will use its best endeavours to assist the Buyer in respect of proof of delivery of the products to the carrier in sound condition. In no circumstances shall the Company be liable for any consequential loss of damage.
5. TITLES AND RISK
a) The good shall be at the Buyer’s risk form the time of delivery or, if earlier, when they are placed at the Buyer’s disposal
b) In the circumstances where the goods are delivered to an address specified by the Buyer the Company shall be entitled at any time until resale of the goods immediately after giving notice of its intention to do so, to enter upon such premises with such transport as may be necessary and repossess any goods or products to which it has title hereunder.
c) Notwithstanding delivery , the goods sold hereunder remain the absolute property of the Company until payment of all amounts invoiced by the Company to the Buyer in respect of the goods has been made
d) If any of the goods are incorporated in or used as materials for other goods before payment of all that is owing to the Company under this contract, the property in the whole of such other goods shall be vested in the company and the Buyer shall hold all such other goods as Trustee for the Company.
e) In the event of the Buyer selling or otherwise disposing of the goods or such other goods as incorporate the goods before he has paid all that is owing to the company under the contract then the Buyer shall hold all such money he receives as Trustee for the company in the account separate and identifiable from other monies of the Buyer until payment in discharge of the debt due from the Buyer to the Company.
f) Nothing in this clause shall confer any right on the Buyer to return the goods sold hereunder or to refuse or delay payment thereof, unless otherwise agreed
g) Until payment has been made in full by the Buyer the company shall be entitled to require the Buyer at any time to assign to the Company all rights which the Buyer may have against any subsequent purchaser or transferee of the said goods.
6. DELAY IN SUPPLY (FORCE MAJEURE)
The Company shall not be liable for any loss or damage caused by delay in the performance or non-performance of any of its obligations hereunder where the same is occasioned by any cause whatsoever that is beyond the Company’s control. In such circumstances the Company may cancel or suspend this contract without incurring any liability for any loss or damage thereby occasioned and may extend the period of delivery or may without any liability whatsoever suspend or cancel(either immediately or any time after suspension under this condition) any or all of its obligations then unperformed.
7. WARRANTY
(i) The Company warrants that the goods shall at the time of delivery correspond to the published specifications of the Company when used for purposes for which goods of that type are ordinarily used. In the absence of any published specifications applicable to the goods the Company warrants that the goods shall at the time of delivery be of normal industrial quality. It any of the goods do not conform to that warranty, the Company will, as its option.
a) Replace the goods found not to conform to the warranty
b) Bring the goods into conformity with the published specifications of the Company or (as the case may be) normal industrial quality.
c) Take back goods found not to conform to the warranty and refund the total of the purchase price
The liability of the Company under fore-going paragraph is conditional upon
a) The Buyer giving written notice to the Company of the alleged defect in the goods, such notice to be received by the Company within fourteen days of the time when the buyer discovers or ought to have discovered the alleged defect and in any event, within two months of delivery of the goods.
b) The Buyer affording the Company a reasonable opportunity to inspect the goods.
c) The Buyer making no further use of the goods that are alleged to be defective after the time at which the buyer discovers or ought to have discovered the alleged defect.
(ii) Save as provided in the paragraph above all conditions and warranties, express or implied (whether by statue, common-law or otherwise) as to the condition, merchantability or fitness for any purpose of the goods are hereby expressly excluded and the Company shall be under no liability for any loss or damage howsoever arising which may be suffered by the Buyer by reason of any defect in or failure to perform on the part of the goods.
(iii) Information regarding weights, measurements, powers, capacities, performance and other data generally relating to the Company’s products together with instructions, recommendations and advices, relating to the same contained in advertisements, catalogues, price lists, illustrations, technical specification sheets or other similar matter submitted to the Buyer by the Company whilst given in good faith, must be regarded only be approximate and intended to present to the Buyer a general guide, the accuracy of which the Buyer must test for himself. The Buyer shall be deemed to rely on his own judgement as to the mature and quality of the Company’ products and their suitability for his purpose and not upon any representation made by the Company its servants or agents ether orally or in writing. The liability of the Company in respect of any misrepresentations shall not in any event exceed the cost of a replacement of the Company’s product in respect of which a claim is made. The Company will not in any event be liable to consequential loss, injury or damage arising out of any misrepresentation concerning the Company’s products.
8. RETURN OF GOODS
In no circumstances shall any of the goods be returned to the Company without the Company prior written consent.
9.PATENTS AND DESIGNS
The Company shall not be liable in respect of any claim that may be made against the Company for infringement of any letters patent or registered design which may arise as a result of the Company carrying out instructions given by the Buyer and the Buyer agrees to indemnity and keep indemnified the Company from and against all or any such claims and against all costs, damages and expenses incurred by or recovered against the company in respect of any such claims.
10. CANCELLATION
If the Buyer shall fail to make any payment when it becomes due or shall enter into any composition or arrangement with its creditors or if being an incorporated company it shall have a receiver appointed or shall pass a resolution for winding up or a court shall make an order to that effect, or if not being an incorporated company has receiving order made against it, or if there shall be any breach by the buyer of any of terms and conditions hereof the Company may, without prejudice to their other rights and remedies, defer or cancel any further deliveries.
11. FROST
Many adhesives are subject to damage by frost and the Company does not accept any responsibility if such damage occurs on the Buyer’s premises in frosty weather. In frosty weather the Company will use its discretion as to whether or not to despatch goods unless otherwise instructed by the Buyer in which case the Company does not accept responsibility for damage by frost in transit.
12. PACKAGES
All packages for which a deposit is charged by us are returnable to the Company and credit at current rates will be given if the packages are returned (carriage paid) in good condition within three months of the original invoice date unless otherwise agreed. Written advice of the return of empty packages should be sent to the Company on the day of despatch. Other packages are not returnable and the Company cannot accept responsibility for loss, damage or cost of carriage in the event of return.
13. AGREEMENTS, CREDITS AND SUPPLIES
The Company shall have the right in its absolute discretion and without giving any reason therefore and not withstanding any contract the Buyer may have made a third party, to terminate or suspend without notice of any agreement to supply goods to any person or firm and to refuse or limit the amount of credit to be given to any person of firm including the Buyer.
14. QUANTITY AND TOLERANCES
The Company reserves the right to deliver against any order an excess or deficiency up to 10% by weight or volume ordered.
15. INTELLECTUAL PROPERTY RIGHTS
(i) Nothing contained in any contract whether express or implied shall be deemed to confer any rights upon Buyers to apply any trademark owned by the company to the goods supplied.
(ii) The Buyer warrants that any instructions furnished or given by the Buyer shall not be such as will cause the Company to infringe any patent, registered design or copyright, trademark or rights of confidentiality in execution of the Buyer’s order, and the Buyer will indemnity the Company against any damages and costs awarded for any such infringement.
INTERPRETION
Any contract to which these conditions apply shall be construed and take effect in all respects in accordance with Irish law. 17. Nothing in these conditions shall effect the statutory rights of consumers.
18. The Term Buyer shall include any customers of the Company.
NOTE OF CAUTION
SOME OF OUR PRODUCTS ARE HAZARDOUS.BUYERS ARE RECOMMENDED TO TAKE THE USUAL PRECAUTIONS IN HANDLING ADHESIVES AND CHEMICALS OF THIS TYPE IN RESPECT OF ADEQUATE VENTILATION, CONTACT WITH THE SKIN AND TO OBSERVE THE LOCAL REGULATIONS REGARDING THE USE OF HAZARDOUS MATERIALS, IF APPLICABALE. IN VIEW OF THIS THE COMPANY CANNOT ACCEPT ANY LIABILITY WHATSOEVER, HOWSOEVER ARISING AS A RESULT OF THE USE OR MIS-USE WHETHER NEGLIGENT OR NOT OF THE COMPANY’S PRODUCTS BY THE BUYER.
Action Adhesives (Ireland) Ltd,
Units 1&2, Ballybay Enterprise Park, Ballybay,
Co. Monaghan, Rep Of Ireland
Tel: 042 9741638
Fax: 042 9748966
E Mail: sales@action-adhesives.ie
Company Registration Nr: 8267095
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