In these Terms and Conditions of Sale the following words shall have the following meanings: "The Buyer" shall mean the person, firm or company offering to purchase goods from the Company and whose order is accepted by the Company. "The Company" shall mean A J Products (Ireland) Limited or such other company which is for the time being a subsidiary of A J Products (Ireland) Limited and which has supplied goods to any buyer upon these Terms and Conditions of Sale. "The Goods" shall mean all or any of the products listed in a current price list of the Company or such other goods to be included by specific agreement between the Buyer and the Company referred to in an order of the Buyer accepted by the Company in accordance with these Terms and Conditions. "The Contract" shall mean the contract between the Company and the Buyer for the purchase of the Goods. "The Price" shall mean the price specified for the Goods in the current price list of the Company furnished to the Buyer by the Company.
(a) All business undertaken by the Company is undertaken on the Terms and Conditions herein contained which shall prevail over any inconsistent terms and conditions contained in or referred to in the Buyer’s order or in correspondence or elsewhere and all or any conditions or stipulations contrary to these are hereby excluded. No variation to these Terms and Conditions will be binding unless such variation is in writing and signed by an authorised representative of the Company. Subject thereto, no employee of the Company has authority to vary or add to or depart from these Terms and Conditions.
(b) Any typographical, clerical or other error or omission in any sale literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without liability on the part of the Company.
(a) The Buyer may place an order with the Company for the purchase of Goods and such order will be deemed for the purpose to be an offer to purchase the Goods specified in the order and shall be subject to the Terms and Conditions herein. The Company shall be entitled at its sole discretion at any time to accept or reject all or any part only of such offer for any reason whatsoever to change the technical or other specifications written and it shall not be bound to give to the Buyer any reason for doing so. The Company shall be deemed to have accepted all or part of such offer when it delivers the Goods in accordance with such offer or part thereof to the Buyer.
(b) Cancellation of orders are accepted only with the written consent of the Company with details of what compensation if any remains due to the Company. Orders of Goods specifically ordered outside the Company’s normal product range may not be cancelled by the Buyer.
(a) Title in all Goods supplied by the Company to the Buyer shall remain the property of the Company until all sums due to the Company by the Buyer in respect of them have been paid in full to the Company.
(b) The Buyer shall be entitled to sell the Goods and to pass the property in them to third parties in the normal course of the Buyer’s business until the happening of any of the events set out in paragraph (e) below but the Buyer may not offer or charge the Goods as security for the performance by the Buyer of any of its obligations to any third party and may not incorporate the Goods in any process nor mix them with other goods. The Buyer shall hold on trust for the Company that portion of the proceeds of sale of the Goods which represents the amount due to the Company in respect thereof, and shall maintain a separate account of all sums so received, giving particulars thereof to the Buyer on request.
(c) The authority hereby granted to the Buyer to pass property in the Goods shall not extend to any sale of the Goods in the course of a sale of the entire or substantially the entire of the Buyer’s business or undertaking or pursuant to a sale of the Buyer’s stock-in-trade preparatory to a cessation by the Buyer of business or of trade in goods similar to the Goods.
(d) On the happening of any of the events set out in paragraph (e) below the authority of the Buyer to sell the Goods shall be deemed withdrawn. All the Goods the property of the Company shall be immediately delivered to the Company or (at the Company’s option) the Company by its sellers or agents shall have the right during business hours to enter with or without recourse to law on the lands or building of the Buyer to take possession of the Goods (and the costs to the Company of so taking possession of the Goods and transporting them to its premises shall be due by the Buyer).
(e) The events referred to in paragraph 4 (d) are:- (i) any notice to the Buyer or the Company that a receiver or manager of or over the business or any part of the business of the Buyer is to be or has been appointed; (ii) any notice to the Buyer or the Company of an application to appoint or of the appointment of an examiner or administrator over the Buyer; (iii) any notice to the Buyer or the Company that a petition to wind-up the Buyer is to be or has been presented or any notice of a meeting to consider a resolution to wind up the Buyer (if for the purposes of a reconstruction or amalgamation on terms previously approved in writing by the Company); (iv) any decision by the Buyer that the Buyer intends to make an arrangement with its creditors; (v) the insolvency of the Buyer within the meaning of Section 62(3) of the Sale of Goods Act, 1893 (as amended); and (vi) notice being given by the Company to the Buyer at its last known address determining the Buyer’s right to use the Goods or to pass title or property thereto. Notwithstanding the foregoing the Goods shall be at the risk of the Buyer:- A. (in the case of Goods to be delivered at the Company’s premises), at the time when the Company notifies the Buyer that the Goods are available for collection; or B. (in the case of Goods to be delivered otherwise than at the Company’s premises) at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, at the time when the Company has tendered delivery of the Goods. The Buyer shall store Goods held by the Buyer in such manner that they are clearly identifiable as the property of the Company and shall maintain adequate insurance in respect of any of the Goods for which the Buyer has not paid the Company while such Goods are stored on the Buyer’s premises or are otherwise in the possession or under the control of the Buyer.
(f) Nothing in these Terms and Conditions shall prejudice the right of the Company to payment for the Price of the Goods or for any claim in respect of damages, loss of profits and interest.
(a) Notwithstanding the provisions of clause 4 above, risk of damage to or loss of the Goods shall pass to the Buyer:- (i) in the case of Goods to be collected by the Buyer or by a third party designated by the Buyer from the Company’s premises, at the time of collection; (ii) in the case of Goods to be delivered to the Buyer’s premises or to premises designated by the Buyer, by the Company at the time of delivery; (iii) in all other cases at the time when control of the Goods passes from the Company to the Buyer;
(a) Delivery of the Goods shall be made by the Company delivering the Goods to the place of delivery agreed between the Buyer and the Company or by the Buyer or by a third party designated by the Buyer collecting the Goods at the Company’s premises within three days of the Company notifying the Buyer that the Goods are ready for collection.
(b) If the Buyer fails to take delivery of the Goods within one week of the Company notifying the Buyer that same are ready for collection or fails to give the Company adequate delivery instructions at the time stated for delivery or fails to take delivery of the Goods then, without prejudice to any other right or remedy available to the Company, the Company may at its sole discretion:- (i) store the Goods until actual delivery and charge the Buyer the reasonable costs (including insurance) of storage; or (ii) sell the Goods at the best price reasonably obtainable and charge the Buyer for any shortfall below the Price (having deducted all reasonable storage and selling expenses).
(c) The Buyer shall be responsible for checking all deliveries of the Goods. No claims for shortages or damages or for the quantity or condition of the Goods will be entertained by the Company unless noted on the Company’s delivery docket at the time of delivery of the Goods. Such claims must be substantiated by evidence reasonably satisfactory to the Company. The Company’s liability in the event of any substantiated claim made in accordance herewith for any shortages or damages shall, at the option of the Company, be limited to:- (i) supplying further goods to meet the shortage or further goods to replace the damaged Goods; or (ii) crediting the Buyer with an amount equal to the value of such shortage or damaged Goods.
(d) Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Company in writing. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Buyer. The Company reserves the right to make partial deliveries and failure by the Company to deliver one or more of the instalments in accordance with these conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the contract for future instalments as repudiated.
(a) All prices quoted or listed are exclusive of Value Added Tax and any Value Added Tax (or the tax payable in respect of Goods supplied). For orders with a value in excess of €399.00 excl. VAT delivery costs within the Republic of Ireland will be borne by the Company. Except where stated otherwise.
(b) Any new or increased taxes, customs, duties, import surcharges or other governmental or regulatory charges which become effective after the date of Contract shall be for the account of the Buyer.
(a) The Company shall be entitled to invoice the Buyer for the price of the Goods on or at any time after the delivery of the Goods. All payments shall be made within thirty days of the date of the invoice without any deduction, to the address for payment specified by the Company except that the Company may specifically accept an order from the Buyer conditional upon the Buyer paying for the Goods upon their delivery.
(b) If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:- (i) cancel the Contract or suspend any further deliveries to the Buyer; (ii) appropriate any payment made by the Buyer to such of the Goods (including goods supplied under any other contract between the Buyer and the Company) as the Company may think fit and (iii) charge the Buyer interest (either before and/or after any judgment) on the amount unpaid at the rate of DIBOR plus 4% until payment in full is made.
(c) No payment may be withheld nor may any counter-claim of the Buyer be set off against the payment without the consent in writing of the Company.
(d) The Company shall be entitled to charge with an amount equal to all costs and expenses (whether incurred pursuant to the issue of legal proceedings or not) incurred by the Company in any way connected with the collection of monies from the Buyer which have not been paid when due, on being so informed by the Company of such amount.
(a) Subject as expressly provided in these Terms and Conditions and except where the Goods are sold to a person dealing as a consumer all warranties, representations, conditions or other terms implied by statute or common law are excluded in full, save to the extent that any such terms are by law incapable of exclusion and only to the extent incapable of exclusion
(b) Where the Goods are sold to a Buyer being one who is dealing as a consumer the statutory rights of the Buyer dealing as a consumer are not affected by these Terms and Conditions.
(c) Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet any agreed specification is notified to the Company in accordance with these Terms and Conditions, the Company shall be entitled to replace the Goods (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Buyer the Price (or a proportionate part of the Price) but the Company shall have no further liability to the Buyer.
(d) Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with any agreed specification shall (whether or not delivery is refused by the Buyer) be notified to the Company within ten days from the date of delivery(or where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure, but not later than 12 months from the date of delivery and may be returned to the Company in accordance with paragraph (e). If delivery is not refused and the Buyer does not notify the Company accordingly the Buyer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure and the Buyer shall be bound to pay the Price as if the Goods had been delivered in accordance with the Contract.
(e) The Buyer may return the Goods to the Company with the prior written consent of the Company and conditional upon the Buyer following all instructions that may be given by the Company and the Company shall pay for the return delivery costs of the Goods provided that:- (i) the Goods are properly packed to ensure they are returned in the same condition as when delivered; (ii) Goods with damage caused by the Buyer or any customer of Buyer may not be returned; (iii) for larger quantities, the right to return the Goods is valid only if a product sample had been ordered by the Buyer prior to placing the order for the full quantity; (iv) this right does not extend to Goods specifically ordered and outside the Company’s standard product range.
All products in this catalogue are automatically covered by a one-year guarantee from invoice date, subject to normal use. Any longer guarantee period for a particular product is clearly stated in the catalogue. During the guarantee period, the Company reserves the right to send the Buyer spare parts free of charge.
Deliveries may be totally or partially suspended or delayed by the Company during any period in which it may be prevented or hindered from manufacturing, supplying or delivering by normal route or means of delivery through force majeure including all and any circumstances outside its control and including industrial actions or disputes, strikes and lock-outs, fire, accident and adverse weather conditions. In such circumstances, the Company shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any such total or partial suspension or delay.
If the Buyer shall become bankrupt or enter into an arrangement with his creditors or if execution is levied against the Buyer or a petition is presented or an order is made or resolution is passed for the winding-up of the Buyer or if a Receiver or administrator is appointed over any property of the Buyer or if an Examiner is appointed to the Buyer or if the Buyer becomes insolvent or if the Buyer is in breach of any contract (including this Contract) with the Company, the Company may stop any Goods in transit and suspend further deliveries and may determine the Contract with the Buyer without prejudice to any existing claim of the Company and nothing in this condition shall prejudice any other right vested in the Company.
(a) The Goods, shall at all times, from the time of collection by or delivery to the Buyer be stored and displayed in conditions which are in accordance with the advice or recommendation furnished in writing by the Company to the Buyer as to the storage requirements and display requirements (including in particular temperature requirements) the Buyer shall comply with all such advices, recommendations or instructions of the Company in relation to the storage, display and use of the Goods.
(b) Any advice or recommendation given by the Company or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Company is followed or acted upon entirely at the Buyer’s own risk and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed in writing.
A waiver by the Company of any of the foregoing conditions does not constitute a general waiver of the Terms and Conditions herein.
The Buyer shall not assign or transfer or purport to assign or transfer to any other person the Contract or the benefit thereof.
The Company and the Buyer consider that the Terms and Conditions herein are reasonable in the circumstances but if any such Term or Condition shall be judged or held to be void or unenforceable for whatever reasons but would be valid if part of the wording were deleted the said Term and Condition shall apply with such modification as may be necessary to make it valid, effective and enforceable and in any event, the other Terms and Conditions herein shall not be affected but shall remain in full force and effect.
The Contract and these Terms and Conditions and the interpretation thereof shall be governed by the laws of the Republic of Ireland and the Buyer and the Company shall be deemed to have submitted to the non-exclusive jurisdiction of the courts of the Republic of Ireland.