1. Interpretation
In these Conditions the following words shall have the following meanings:
“Goods” any goods which the Buyer is to purchase from the Seller (including any of them or any part of them).
“Purchaser” means the person, firm or company with the Seller enters or has entered into contract for the supply of Goods.
“Seller” means Prime E Supplies Ltd. who accepts the Buyer’s Order.
2. Quotations and Acceptance
(a) Quotations are valid for thirty (30) days and represent no obligation until the Seller accepts the Purchaser’s Order.
(b) The Seller’s conditions shall apply to the entire exclusion of those of the Purchaser and no variation hereof shall be binding until accepted in writing by a duly authorised person on behalf of the seller.
3. Price and Delivery
(a) Prices quoted or communicated to the Purchaser do not include VAT.
(b) Delivery shall be ex-works, or ex the Seller’s premises as appropriate, and goods will be packed to the Seller’s normal specification in non-returnable packing. Carriage will be arranged at the Purchaser’s request and expense. Any applicable C.O.D. charges will be added to the price of the goods.
(c) Any delivery period quoted is an estimate only and commences from the Seller’s acknowledgement of the Purchaser’s Order. Provided the Seller takes all reasonable steps to deliver the Goods at the time stated, the Seller shall be under no liability for any delay or failure in delivery.
(d) The Seller reserves the right to deliver in more than one consignment and to invoice each consignment separately.
4. Title and Risk
(a) Legal title to the Goods shall remain with the Seller until such time as the Seller has received payment of the price of the goods and of any other goods or services previously or subsequently supplied by the Seller to the Purchaser whereupon such title shall pass to the Purchaser. Insofar as the goods may be delivered to the Purchaser prior to the time when the title thereto passes to the Purchaser, the Purchaser shall accordingly remain liable to account to the Seller for the goods or, if shall be sold by the purchaser (which the Purchaser shall be entitled to do as the fiduciary agent of the Seller but, as between the Purchaser and the Purchaser’s customer, only as principle and without creating any relationship, disclosed or undisclosed, between the Seller and such customer) for all sale price proceeds, tangible and intangible (and including without limitation insurance proceeds and proceeds of proceeds), thereof. The purchaser shall, as trustee for the Seller, pay such proceeds into a bank account separate from all other bank accounts and other monies and assets of the Purchaser and of third parties. The Purchaser shall store the Goods separate from any other Goods of the Purchase and of third parties and shall identify the Goods as the property of the Seller. The Purchaser shall not remove any of the Seller’s identification marks on the Goods.
(b) Notwithstanding the retention by the seller of legal title to the Goods. (i) Risk in the Goods shall pass to the Purchaser on delivery to the Purchaser’s delivery address, and the Purchaser shall arrange for the Seller’s interest in the same to be noted on all relevant insurance policies, and (ii) The Seller shall be entitled to maintain an action against the Purchaser for the price of the Goods or any part thereof.
(c) The Purchaser may exercise its right to sell the Goods as the fiduciary agent of the Seller in the usual course of the Purchaser’s business but such right (i) may be revoked at any time by the Seller giving notice to that effect if the Purchaser is in default for longer than 7 days in the payment of any sum of money whatsoever due to the Seller ( whether in respect of the Goods or services supplied at any time by the Seller to the Purchaser or for any reasons whatsoever) or if the Seller has bona fide doubts as to the solvency of the Purchasers and (ii) shall automatically cease if a receiver, manager or administrator is appointed over the assets, undertaking or property of the Purchaser, or a winding-up or administration order against the Purchaser is made or petitioned, or any petition or order in bankruptcy against the Purchaser is presented or made, or the Purchaser goes into voluntary liquidation (otherwise than for the purposes of reconstruction or amalgamation while solvent) or calls a meeting or makes arrangements or composition with creditors.
(d) Upon determination of the Purchaser’s right of sale under condition seen above c(i) c(ii), the Purchaser shall place Goods at the disposal of the Seller (who shall be entitled to enter any premises of the Purchaser for the purpose of removing the Goods and to remove the Goods from the said premises) and/or as the case may be, pay to the Seller the proceeds than held by the Purchaser as trustee for the Seller in accordance with conditions 4(a) above.
5. Payment and Set-Off
(a) Payment shall be due 30 days from the date of invoice except where the Seller stipulates C.W.O. or C.O.D. terms. The Seller reserves the right to charge an interest at 1.5% per month on any sum outstanding after the due date.
(b) Any discounts specified by the Seller shall apply only where payment is received as indicated above. Payment shall not be withheld on account of any claim by the Purchaser against the Seller. The Seller reserves the right to suspend deliveries where payment for any order, related or otherwise, has been made by the due date and remains outstanding.
6. Description and Data
(a) Where the Seller is the Manufacturer, The Goods will be supplied substantially as described but the right is reserved to make design changes which do not lower their performance, affect their mechanical inter-changeability or increase their price. Where the Seller is not the manufacturer, the Goods will be supplied to the manufacturer’s current specification and finish.
(b) The Seller makes every effort to ensure the accuracy of technical data or literature relating to the Goods, but the Seller. (so far as permitted by law) shall have no liability in contract, tort or otherwise for any damage or injury arising directly or indirectly from any accidental error or omission in such technical data or literature.
7. Guarantee
(a) Subject to 8(a), the Seller guarantees at its discretion to refund the price of, or to repair or replace free of charge, any of the Goods found to its satisfaction to be defective within 12 months of the date of delivery owing to faulty design, materials or workmanship, provided that the Goods shall not have been modified or repaired other than by the Seller, and provided they have been operated, stored and maintained with the Seller’s recommendations for use. In the case of the Goods repaired or replaced by the Seller, the guarantee shall terminate at the end of the original guarantee period.
(b) Goods returned under this guarantee must be delivered to the Seller’s premises at the Purchaser’s expense accompanied by the Seller’s original packaging note or delivery note and statement of reason for the return.
(c) The Seller’s liability under conditions 7(a) and 8(a) is the sole liability of the Seller as regards the quality, fitness, description or correspondence with sample of the Goods. All other representations, warranties, conditions, terms and statements in such regard, express or implied, statutory or otherwise, are excluded save where not capable of excluded at law.
(d) Goods shall not be considered defective for the purposes of these Conditions unless: (i) they are not in accordance with any specification of the Purchaser accepted in writing by the Seller, or (ii) if there is no such specification or to the extent that such specification is silent as to any aspect of the design function, performance, tolerances, quality or characteristics of the Goods, the Goods do not conform to the Seller’s published information (if any) or otherwise to the standards which the Seller considers normal or usual for the products of the kind sold at similar price. The Seller is not in a position to ensure that the Purchaser’s specification is correct and/or sufficient for the purposes intended by the Purchaser and the Purchaser is solely responsible therefore.
8. Goods
(a) Goods not manufactured by the Seller are supplied on condition that the Seller’s liability in contract, tort or otherwise shall in no circumstances extend beyond liability to the Seller of the manufacturer or supplier of the Goods. In particular, but without limitation, the benefits of the supplier/manufacturer’s guarantee or warranty attached to the Goods shall be made available to the Purchaser and Condition 7 (a) shall not apply.
(b) By ordering Goods the Purchaser agrees to; comply with the terms of any licence granted to the Seller and keep it indemnified against any claim by the relevant Licensor against the Seller as a result of any act or omission on part of the Purchaser.
(c) Details of the aforementioned guarantee, warranty and licence (if applicable) are available on request from the Seller.
9. Force Majeure
The Seller shall have no liability in respect of failure or delay in delivering or in performance of any obligations under the contract due to any cause outside the Seller’s control including, but not limited to Acts of God, fire, flood, war, civil disturbance, riot, act of Government, currency restriction, industrial disputes, unavailability of materials or failure of supplier, carrier or subcontractor to deliver on time.
10. Price Variation
The Seller reserves the right to increase the price of Goods in proportion to any increase of costs to the Seller between the date of acceptance of the order and the date of delivery (including without limitation costs relating to exchange rates, labour =, materials, transport and taxes) or where the increase is due to any act or default of the Purchaser of any order or non-adherence to agreed call-off or scheduled delivery arrangements.
11. Storage
When delivery is delayed for reasons attributable to the Purchaser or its agents.
(a) Storage and other additional costs will be charged to the Purchaser.
(b) The Goods will be at the Purchaser’s own risk, from the date of commencement of such delay.
(c) The original delivery date shall be the date of commencement of the guarantee and (d) The Seller may invoice the price on the original delivery date
12. Patent Rights
(a) The sale of Goods and publication of any information or technical data relating thereto does not imply freedom from patent or other rights in respect of the application of the Goods by the Purchaser, and the Seller accepts no liability for infringement rights.
(b) The Purchaser shall indemnify the Seller and its suppliers against all royalties and other payments in respect of any patents, registered designs or other rights which may be claimed as a result of the Goods being made according to designs or specifications made by the Purchaser. The Purchaser shall indemnify the Seller and its suppliers against all claims, expenses and costs in connection with any infringement or alleged infringement of any patent or registered design or other right in the manufacture, use or sale of such Goods.
13. Purchaser’s Items
Items supplied by the Purchaser for the contract shall be of suitable quality and shall be provided free of charge in the quantities and at the times and places required by the Seller. Any defect in such items shall not entitle the Purchaser to rescind the contract, reject the Goods, make deductions from the contract price or claim damages in respect of such defeat and the Purchaser shall indemnify and keep indemnified the Seller from and against all actions, demands, claims, proceedings, losses or costs arising from the supply of defective items by the Purchaser.
14. Limitation Of Liability
(a) Save in the case of personal injury or death caused by the negligence of the Seller and other than as provided in Condition 7 and 8, the Seller shall not be liable in contract, tort, breach of statutory duty or otherwise for any loss, injury, destruction or damage suffered by the Purchaser whatsoever or howsoever arising out of or in connection with the supply of Goods or services by the supplier.
(b) If for any reason the provision of conditions 7(c), 12 and 14(a) are of no affect in respect of claim against the Seller, the Seller’s liability in respect of that claim shall in no event exceed the price paid for the relevant Goods or services by the Purchaser.
(c) The Seller accepts no liability whether in contract, tort, breach or statutory duty or otherwise for any loss of use, profits or contracts or any other form of consequential or indirect loss or damage.
15. Termination
If the Purchaser commits any breach of the terms and conditions of the contract or suffers distress or execution or becomes insolvent or commits any act of bankruptcy or enters into any arrangement or composition with his creditors or goes or is put into liquidation (other than solely for amalgation or reconstruction while solvent) or if a receiver or administrator is appointed over part of the Purchaser’s business, the Seller may without prejudice to any rights which may have accrued or which may accrue to it terminate the contract summarily by written notice.
16. Law
Any questions relating to any quotation or any contract subject to these conditions or agreed amendment of these conditions shall be determined in all respects by the laws of the Republic of Ireland.
