CONDITIONS OF SALE
Operative from the 18 day of October 1993
1. BASIS OF CONTRACT
Orders are only accepted and goods only supplied by FP Tapes Limited or Combind Ltd ( the ‘Seller’) subject to these conditions which shall prevail over any inconsistent terms or conditions contained in or referred to in Buyer’s order or in any other documents or correspondence and all or any terms and conditions inconsistent with these are excluded. No variation, waiver of or addition to these conditions nor any prior or subsequent representation in respect of the goods shall bind Seller unless expressly agreed to in writing by Seller.
2. RESERVATION OF TITLE
(a) Legal and beneficial ownership of Goods shall remain with Seller (which reserves the right to dispose of the Goods) until payment in full for all the Goods has been received by it. In this condition, “Goods” includes any goods which have become constituents of or converted into other products but which are still identifiable as Seller’s goods and are removable from such other products.
(b) If any payment is wholly or partly overdue seller may (without prejudice to any of its other rights or remedies) recover or resell all or any of the Goods and it may enter upon Buyer’s premises by its employees or agents for that purpose and or without recourse to law.
(c) Payment for Goods supplied to Buyer shall become due immediately upon occurrence of any of the following events (i) commencement of any act or proceeding in which Buyer’s solvency is involved or (ii) the presenting of a petition or convening of a meeting to consider winding up Buyer or (iii) any notice to Buyer that a receiver or examiner has been appointed or (iv) Buyer being in default of its agreement with Seller or (v) Buyer deciding to make any arrangement with its creditors.
(d) Buyer may resell the Goods in the ordinary course of business to third parties. Buyer’s authorities to resell the Goods is immediately withdrawn upon occurrence of any of the events referred to in paragraph (c) above.
(e) In respect of any goods supplied to Buyer and not being specifically identified with delivery and sale documentation, stock held by Buyer of each type, make or brand of Goods supplied shall be deemed for purposes of this Condition 2 to have been delivered and sold under the most recent delivery and sale documentation which relates to that type, make or brand of Goods (whether or not such documentation also relates to other types, makes or brands of Goods), so that all stock of Seller’s goods of any type, make or brand are identified and related to specific invoices.
(f) Seller may maintain an action for the price of Goods supplied to buyer notwithstanding that property in them has not passed to Buyer.
Notwithstanding that property in the goods may not have passed to Buyer, risk in the goods shall pass to Buyer at the time of delivery to Buyer or, if sooner, Buyer’s carrier or other agent.
Orders placed in response to quotations shall not be binding on Seller unless accepted by Seller. Execution of accepted orders is contingent upon availability of the goods concerned. The prices of the goods and any relevant discounts shall be those governing at the date of dispatch. Any Value Added Tax in respect of the goods supplied is for the account of Buyer. Seller may set off against any sum for which he may be now or become liable under this Contract the amount of any sum which may be now or become due to Buyer by Seller whether under this Contract or otherwise.
Goods are normally despatched within 2 working days from receipt of confirmed order, with delivery to any location in Ireland being completed within 2 working days from date of despatch. All goods are despatched by recorded / traceable delivery which require customer signature on arrival. Times quoted for delivery, repair or replacement are estimates and Seller shall not be liable to Buyer for any loss, direct or indirect, caused by delay in delivery, repair or replacement. Seller shall be entitled to make delivery by instalments and these conditions shall apply to each partial delivery.
6. FORCE MAJEURE
Seller shall not be liable for any delay in delivery , notdelivery destruction or deterioration of all or any part of the goods or for any other default in the performance of this contract occasioned by any cause beyond the reasonable control of Seller including, without limitation, any act of God, war, industrial dispute, failure of delay in transportation or in delivery to Seller, judicial action, act of any government or other authority, fire, accident, explosion, shortage of labour, fuel, raw material or machinery or technical failure. In any such event, Seller may, without liability, cancel the Contract or vary it’s terms and/or extend the time for performance for a period at least equal to the time lost by reason of such causes.
Seller reserves the right to deliver against an order an excess or deficiency up to 10% of weight or volume ordered and Buyer shall be responsible for make payment to seller for the quantity delivered. Subject to the foregoing, Buyer agrees that unless notice of shortage is received within 14 days from delivery, quantities appearing on Seller’s delivery documentation shall bind Buyer.
8. WARRANTY AND LIMITATION OF LIABILITY
(a) Seller shall, at its option, repair, replace or refund the purchase price for faulty or defective goods, but so that no claim in respect of faulty or defective goods will lie against Seller unless Seller is notified of the claim within 14 days of the fault occurring but in any event within 45 days from the date of delivery.
THIS WARRANTY IS GIVEN IN LIEU AND TO THE EXCLUSION OF ANY TERM, CONDITION OR WARRANTY AS TO QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR CORRESPONDENCE WITH DESCRIPTION OR SAMPLE WHETHER EXPRESS OR IMPLIED BY STATUTE COMMON LAW OR OTHERWISE, PROVIDED THAT NOTHING IN THESE CONDITIONS SHALL SAVE TO THE EXTENT PERMITTED BY LAW, VARY OR AFFECT THE RIGHTS OF BUYER WHEN DEALING AS CONSUMER AS PROVIDED BY AND WITHIN THE MEANING OF THE SALE OF GOODS AND SUPPLY OF SERVICES ACT, 1980 (“THE ACT”) AND SUBJECT TO THIS PROVISION:-
(i) Liability in respect of any goods proved to be faulty or defective or which do not conform to the agreed specification shall be limited to the purchase price of those goods. Seller shall not be liable for any transportation charges or other expenditure incurred by Buyer in connection with any claim under this contract.
(ii) Seller shall not be liable (in contract, tort or otherwise) for any loss of profit or any consequential or indirect loss or damage of any kind to Buyer howsoever caused including, but without limitation, loss or damage resulting wholly or partly from any fault or defect in, or nonconformance with the agreed specification for the goods.
(iii) Seller shall not be liable for any goods which have been processed in any way by Buyer or lost or damaged after risk in the goods has been passed to Buyer.
(iv) The warranty given above is contingent upon proper use and storage by Buyer of goods.
(b) In relation to goods supplied under this Contract, Seller gives no guarantee as defined in Section 15 of the Act and shall not be liable to Buyer for the observance of the terms of any such guarantee from the original manufacturer or other supplier there of
9. RETURNS, CANCELLATION AND REFUNDS
Returns are only accepted if approved in writing by Seller. Returns will not be accepted after 14 days from date of receipt, unless product supplied is defective, other unfit for purpose. Approved returns will be credited / refunded in full on the basis that the goods are returned to FP Tapes Limited by the customer in satisfactory condition – i.e. in original packaging, and not damaged. Seller’s certificate as to the quantity and condition of returned goods shall be conclusive in the absence of manifest error. For stock items, orders may be cancelled by customer in writing at any time up to due date for despatch. No penalty shall apply. For orders involving goods manufactured to order, customer must provide 14 days’ advance written notice to cancel an order previously accepted by FP Tapes Limited.
10. PATENTS, TRADEMARKS AND DESIGNS
Buyer shall be responsible for any infringement of any patent, trademark, design or copyright in any country without exception when that infringement is due to the Seller having followed the design or instruction furnished by Buyer. Buyer shall indemnify Seller for all loss, damage and expense suffered or incurred by Seller arising from or in connection with any such infringement.
11. SKETCHES IN INITIAL WORK
Seller shall retain property and copyright (where applicable) in all sketches, diagrams, specifications, moulds, workings and other information but these, if produced on the instructions or the request of the Buyer, will be treated as an order and charged to the Buyer’s account.
Alterations from original copy after proofs are prepared shall be the subject of an additional charge.
13. LAW AND JURISDICTION
This contract shall be governed by and construed in accordance with the laws of the Republic of Ireland. Seller and Buyer hereby submit to the exclusive jurisdiction of the courts in Dublin Ireland in respect of all disputes arising out of this contract.