- BALLINADEE ENGINEERING LIMITED, (REG NO. 109309), CHURCHVIEW, BALLINADEE, BANDON, CO. CORK (“BEL”)TERMS AND CONDITIONS OF SALE (“CONDITIONS”)
- In these Conditions:-
Customer: means the person, firm or company who purchases the Goods from BEL.
Goods: means the goods ordered by the Customer from BEL, in an order which has been accepted by BEL (including any part or parts of them).
- APPLICATION OF CONDITIONS
- These Conditions shall apply to any purchase of Goods under an order which is accepted by BEL. No terms or conditions endorsed upon, delivered with or contained in the Customer’s purchase order, confirmation of order or other document issued by the Customer shall apply to the sale of the Goods.
- The Customer’s order shall constitute an offer by the Customer to purchase the Goods described in it subject to these Conditions. No offer placed by the Customer shall be accepted by BEL other than:-
- by a written acknowledgement issued by or on behalf of BEL; or
- (if earlier) by BEL delivering the Goods,
when a contract for the sale and purchase of those Goods on these Conditions will be established.
2.3 Any variation to these Conditions and any representations about the Goods shall have no effect unless agreed in writing by BEL.
- BEL shall use reasonable efforts to meet any stated delivery date but shall not be liable (in contract negligence or otherwise) for any loss or damage resulting from its failure to do so, howsoever caused.
- Delivery shall be at the Customer’s premises stated in the acknowledgment of order unless otherwise agreed.
- Unless otherwise agreed in writing, BEL may make delivery in one or more instalments.
- The signature of the Customer or any officer, employee, representative or agent of the Customer acknowledging receipt of the Goods shall be conclusive evidence of receipt of the Goods specified on the relevant delivery docket.
- BEL shall not be liable for any non-delivery of Goods (even if caused by BEL’s negligence) unless written notice is given to BEL within 21 days of the date when the Goods would in the ordinary course of events have been received.
- Any liability of BEL for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or, at the option of BEL, refunding the Customer the price paid for the Goods.
- The Goods are at the risk of Customer from the time of delivery.
- Ownership of the Goods shall not pass to the Customer until BEL has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums (if any) which are or which become due to BEL from the Customer on any account.
- Until ownership of the Goods has passed to the Customer, the Customer must:
- hold the Goods on a fiduciary basis as BEL’s bailee;
- store the Goods (at no cost to BEL) separately from all other Goods of the Customer or any third party in such a way that they remain identifiable as BEL’s property;
- not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
- maintain the Goods in satisfactory condition and keep them insured on BEL’s behalf for their full price against all risks to the reasonable satisfaction of BEL. On request the Customer shall produce the policy of insurance to BEL.
- The Customer may resell the Goods before ownership has passed to it solely on the following conditions:
(a) any sale shall be effected in the ordinary course of the Customer’s business at full market value;
(b) the Customer shall act on his own account and not as agent for the Company when making such a sale and shall hold all monies received in trust for BEL.
- The Customer’s right to possession of the Goods shall terminate immediately if the Customer:-
(a) (being an individual) becomes subject to the bankruptcy laws or (being a company) enters into liquidation (except a solvent voluntary liquidation for the purpose only of re-construction or amalgamation) or has a receiver and/or manager appointed of its undertakings or any part thereof or has an examiner appointed or a resolution is passed or petition presented to any court for the winding up of the Customer or any steps are taken or proceedings commenced relating to the insolvency or possible insolvency of the Customer, or the Customer (whether an individual or a Company) takes or suffers any similar or analogous action in any jurisdiction in consequence of debt; or
(b) suffers or allows any execution whether legal or equitable to be levied on its property or is unable to pay its debts or ceases to trade; or
(c) encumbers or in any way charges any of the Goods.
- BEL shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods is not passed from BEL.
- The Customer grants BEL its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them or, where the Customer’s right to possession is terminated or while the Goods remain in the ownership of BEL, to recover them.
- CHARGES AND PAYMENT
- Unless otherwise agreed in writing by BEL, the price for the Goods shall be the price set out in BEL’s price list, receipt, invoice or acknowledgement of order and shall be exclusive of any VAT (unless stated otherwise).
- Where required by BEL (in which case the Customer shall be notified accordingly), payment of the price for the Goods shall be due to be made by the Customer to BEL on, or prior to, delivery, otherwise payment of the price for the Goods shall be due within 30 days of the date of invoice.
- No payment shall be deemed to have been received until BEL has received cleared funds.
- The Customer shall make all payments due to BEL in full without any deduction whether by way of set-off, counter claim, discount, abatement or otherwise.
- Without prejudice to any other right or remedy that it may have, if the Customer fails to pay BEL any sum due to BEL, BEL may:-
(a) charge interest on any outstanding sum from the due date for payment at the rate of 2% per calendar month, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgement; and/or
(b) suspend the supply of all Goods until payment has been made in full.
- WARRANTIES AND LIMITATION OF LIABILITY *THE CUSTOMER SHOULD TAKE PARTICULAR NOTICE OF THIS CLAUSE*
- BEL warrants that:
(a) at the time of sale, it will have title to sell the Goods to the Customer; and
(b) the Goods sold to the Customer will conform with the specification for them provided by BEL.
6.2 Subject to condition 6.5, if BEL is in breach of the warranties given under condition 6.1, its liability shall be limited to:
(a) replacement of the Goods concerned; or
(b) at the option of BEL, reimbursement of the price paid.
6.3 Subject to condition 6.5, BEL shall have no further liability to the Customer other than as described in condition 6.2, whether under these Conditions or on any other basis including liability in tort as a result of the sale of the Goods.
6.4 Subject to condition 6.5, BEL shall not under any circumstances be liable to the Customer by reason of any representation or warranty, condition or other term or any duty of common law, or under the express terms of these Conditions, for any consequential , special, incidental or punitive loss or damage (whether for loss of current or future profits, loss of enterprise value or otherwise) and whether occasioned by the negligence of BEL, its employees or agents or otherwise even if advised of the possibility of such damages.
6.5 Nothing in these Conditions shall exclude or limit any statutory rights which cannot be legally excluded or limited, including the statutory rights of a consumer.
- DESCRIPTION OF GOODS
- The description, specification and quantity of the Goods shall be as set out in BEL’s acknowledgement of the order, receipt or invoice. All samples, drawings, descriptive matter, specifications and advertising issued by BEL and any descriptions or illustrations contained in BEL’s brochures or catalogues are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of the contract and a sale of Goods shall not be a sale by sample.
- The formation existence construction performance validity and all aspects of the contract and these Conditions shall be governed by Irish law and the parties submit to the exclusive jurisdiction of the Irish courts.