Terms & Conditions
TERMS AND CONDITIONS
OF USE AND SALE
Please note that these Terms and Conditions of Use only apply to your use of or access to this website. If you decide to purchase any goods from us, the separate Terms and Conditions of Sale set out below shall apply.
Please note the following in particular:-
1) Whilst every effort is made to update the information contained on this website, neither the Website Owner nor any third party or data or content provider make any representations or warranties, whether express, implied in law or residual, as to the sequence, accuracy, completeness or reliability of information, opinions, any price information, research information, data and/or content contained on the website (including but not limited to any information which may be provided by any third party or data or content providers) ("information") and shall not be bound in any manner by any information contained on the website. the Website Owner reserves the right at any time to change or discontinue without notice, any aspect or feature of this website. No information shall be construed as advice and information is offered for information purposes only and is not intended for trading purposes. You and your company rely on the information contained on this website at your own risk. If you find an error or omission at this site, please let us know.
2)The trade marks, names, logos and service marks (collectively "trade marks") displayed on this website are registered and unregistered trade marks of the Website Owner. Nothing contained on this website should be construed as granting any licence or right to use any trade mark without the prior written permission of the Website Owner.
3) We do not warrant or represent that this website, or any part of it will be uninterrupted, reliable or fault free nor that its contents will be accurate or complete.
The Website Owner shall not be responsible for and disclaims all liability for any loss, liability, damage (whether direct, indirect or consequential), personal injury or expense of any nature whatsoever which may be suffered by you or any third party (including your company), as a result of or which may be attributable, directly or indirectly, to your access and use of the website, any information contained on the website, your or your company's personal information or material and information transmitted over our system. In particular, neither the Website Owner nor any third party or data or content provider shall be liable in any way to you or to any other person, firm or corporation whatsoever for any loss, liability, damage (whether direct or consequential), personal injury or expense of any nature whatsoever arising from any delays, inaccuracies, errors in, or omission of any price information or the transmission thereof, or for any actions taken in reliance thereon or occasioned thereby or by reason of non-performance or interruption, or termination thereof.
Each of the exclusions or limitations in these Terms shall be construed as a separate severable provision of these Terms. If any provision of these Terms is found to be invalid or unenforceable but would be valid and enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid.
5) External links may be provided for your convenience, but they are beyond the control of the Website Owner and no representation is made as to their content. Use or reliance on any external links and the content thereon provided is at your own risk. When visiting external links you must refer to that external websites terms and conditions of use. No hypertext links shall be created from any website controlled by you or otherwise to this website without the express prior written permission of the Website Owner. Please contact us if you would like to link to this website or would like to request a link to your website. Unless you obtain our prior written approval, the information on this website is made available to you on the condition that it is accessed via the server hosted by our agency create.net; deep linking, or otherwise accessing this website without the express written permission of Fittings direct shall be a breach of these Terms.
6) We use reasonable endeavours to prevent contamination by known viruses and to maintain the security of this website but no warranty is given that this website or its contents or hypertext links are virus free or uncontaminated, nor can we guarantee that the website may not be affected (or indeed be caused to fail or stop) by deliberate damage by hackers, failure of plant, machinery, equipment or computers, power failure, failure of telecommunications lines or any criminal action.
You are advised to make your own virus checks and to implement your own precautions in this respect. All liability for any such damage is hereby expressly excluded to the extent permitted by law.
We have endeavoured to design and optimise this website for our likely users. However, no warranty is given that it will be compatible with all operation systems, browsers or computer hardware or software. To the fullest extent permitted by law, Fittings direct will not be liable for any losses caused by any such incompatibility.
7) The Website Owner is not responsible for any material submitted to the public areas by you (which include bulletin boards, hosted pages, chat rooms, or any other public area found on the website. Any material (whether submitted by you or any other user) is not endorsed, reviewed or approved by the Website Owner. The Website Owner reserves the right to remove any material submitted or posted by you in the public areas, without notice to you, if it becomes aware and determines, in its sole and absolute discretion that you are or there is the likelihood that you may, including but not limited to -
7.1 defame, abuse, harass, stalk, threaten or otherwise violate the rights of other users or any third parties;
7.2 publish, post, distribute or disseminate any defamatory, obscene, indecent or unlawful material or information;
7.3 post or upload files that contain viruses, corrupted files or any other similar software or programmes that may damage the operation of the Website Owner's and/or a third party's computer system and/or network;
7.4 violate any copyright, trade mark, other applicable Great Britain or international laws or intellectual property rights of the Website Owner or any other third party;
7.5 submit contents containing marketing or promotional material which is intended to solicit business.
You further agree not to use the website to send or post any message or material that is unlawful, harassing, defamatory, abusive, indecent, threatening, harmful, vulgar, obscene, sexually orientated, racially offensive, profane, pornographic or violates any applicable law and you hereby indemnify the Website Owner against any loss, liability, damage or expense of whatever nature which the Website Owner or any third party may suffer which is caused by or attributable to, whether directly or indirectly, your use of the website to send or post any such message or material
9) All copyright and all other intellectual property rights in the design, text, logos, graphics and other material on this website and the selection and arrangement thereof is the property of Fittings Direct, its partners or other third party licensors. You shall not use, reproduce, alter, modify, distribute or republish any of the above without our and (if applicable) the relevant partner's or other licensor's written consent, save for downloading such material in accordance with Clause j) below.
10) The contents of these pages are the copyright of Fittings Direct licensors. You may copy individual sections of any document on the website either electronically or on hard copy provided that:
- the integrity of the material is maintained, we are acknowledged as its source and Fittings direct website URL is given;
- If the material is transferred to hard copy, such transfer is limited to ten copies.
Other than as permitted by this clause, or where the prior written consent of company (and, if applicable, any third party licensor) is obtained, reproduction is only permitted on the following conditions:
- such reproduction is by way of a download to a temporary file into your normal temporary internet files directory/folder (or equivalent) for your personal use and not deliberately saved to any other part of any hard drive and/or transferred to any other party;
- if it is for provision to a third party (including other people within your organisation), such reproduction is not for commercial purposes and the third party is made aware that these conditions apply to it and its use of the material.
11) The Website Owner does not make any warranty or representation that information on the website is appropriate for use in any jurisdiction (other than “The Republic of Ireland”). By accessing the website, you warrant and represent to the Website Owner that you are legally entitled to do so and to make use of information made available via the website.
12.1 Entire Agreement.
These website terms and conditions constitute the sole record of the agreement between you and the company in relation to your use of the website. Neither you nor the Website Owner shall be bound by any express tacit or implied representation, warranty, promise or the like not recorded herein. Unless otherwise specifically stated these website terms and conditions supersede and replace all prior commitments, undertakings or representations, whether written or oral, between you and the Website Owner in respect of your use of the website.
The company may at any time modify any relevant terms and conditions, all policies or notices. You acknowledge that by visiting the website from time to time, you shall become bound to the current version of the relevant terms and conditions (the "current version") and, unless stated in the current version, all previous versions shall be superseded by the current version. You shall be responsible for reviewing the then current version each time you visit the website.
Where any conflict or contradiction appears between the provisions of these website terms and conditions and any other relevant terms and conditions, policies or notices, the other relevant terms and conditions, policies or notices which relate specifically to a particular section or module of the website shall prevail in respect of your use of the relevant section or module of the website.
No indulgence or extension of time which either you or the Website Owner may grant to the other will constitute a waiver of or, whether by estoppel or otherwise, limit any of the existing or future rights of the grantor in terms hereof, save in the event or to the extent that the grantor has signed a written document expressly waiving or limiting such rights.
The Website Owner shall be entitled to cede, assign and delegate all or any of its rights and obligations in terms of any relevant terms and conditions, policies and notices to any third party.
All provisions of any relevant terms and conditions, policies and notices are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision of any relevant terms and conditions, policies and notices, which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any reason whatever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as pro non scripto and the remaining provisions of any relevant terms and conditions, policies and notices shall remain in full force and effect.
12.7 Applicable laws.
Any relevant terms and conditions, policies and notices shall be governed by and construed in accordance with the laws of The Republic of Ireland without giving effect to any principles of conflict of law. You hereby consent to the exclusive jurisdiction of the High Court of The republic of Ireland in respect of any disputes arising in connection with the website, or any relevant terms and conditions, policies and notices or any matter related to or in connection therewith.
STANDARD TERMS AND CONDITIONS FOR THE SALE OF GOODS
Definitions and Interpretations
In these Conditions:-
means any day other than a Saturday, Sunday or bank holiday in Ireland;
means the person who accepts a quotation or offer of the Seller for the sale of Goods or whose order for the Goods is accepted by the Seller;
means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller;
means the contract for the purchase and sale of the Goods under these Conditions;
means the date on which the Goods are to be delivered as stipulated in the Buyer's order and accepted by the Seller;
means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions;
means a calendar month;
"the Acceptance Date"
"The Order Date"
shall mean for Goods ordered on the website the date on which those Goods are dispatched;
shall mean the date on which the Company receives an order placed on the Website.
means any communicationeffected by facsimile/email/ mobile phone text transmission or any comparable means.
shall mean payment made by credit/debit card on the Website in order to effect payment for Goods simultaneously with the order of the same Goods;
Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
The headings in these Conditions are for convenience only and shall not affect their interpretation.
Application of Conditions
The Seller shall sell and the Buyer shall purchase the Goods in accordance with any quotation or offer of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
Basis of Sale
- The Seller's employees or agents are not authorised to make any representations or claims concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
- No variation to these Conditions shall be binding unless agreed in writing between the authorised representations of the Buyer and the Seller.
- Sales literature, price lists and other documents issued by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods that are capable of acceptance. An order placed by the Buyer may not be withdrawn cancelled or altered prior to acceptance by the Seller. No contract for the sale of Goods shall be binding on the Seller unless the Seller has issued a quotation which is expressed to be an offer to sell the Goods; or has accepted an order placed by the Buyer, by whichever is the earlier of:-
- the Seller's written acceptance;
- delivery of the Goods; or
- the Seller's invoice.
Orders and Specifications
- An order for Goods by way of the Website shall not be capable of being accepted by the Company unless such Order is accompanied with the appropriate details to effect a Website Payment or where the Buyer has an existing credit account with the Company
- No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by an authorised representative of the Seller. An order for Goods by way of the Website shall not be capable of being accepted by the Company unless such Order is accompanied with the appropriate details to effect a Website Payment.
- Save for orders placed on the Website no order placed by the Buyer (whether based on a price quoted in the Company's catalogue/website or otherwise) shall be deemed to be accepted by the Company until the Company or Company's Supplier dispatches the Goods to the Buyer
- Orders placed on the Website shall be not be deemed to be accepted by the Company until the Buyer receives email confirmation of the order from the Company. The Company will be entitled to withdraw from any contract in the case of obvious errors or inaccuracies regarding the Goods appearing on the Website.
- The specification for the Goods shall be those set out in the Seller's sales documentation unless varied expressly in the Buyer's order (if accepted by the Seller). The Goods will only be supplied in the minimum units (or multiples) stated in the Seller's price list or in multiples of the sales outer as specified. Orders received for quantities other than these will be adjusted accordingly. Illustrations, photographs or descriptions whether in catalogues, brochures, price lists, websites, or other documents issued by the Seller are intended as a guide only and the contents shall not be binding on the Seller.
- The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Seller's specification, which do not materially affect their quality or performance.
- No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
- All quotations and undertakings from our servants representatives or agents, re invitations to treat only and are not binding unless expressly stated in writing.
- All specifications drawings and particulars are approximate only
- All goods or works produced in an experimental way at the buyers request will be considered an order and charged for.
Price of the Goods
- The price of the Goods ordered on the Website shall be as set out on the Website as at the order date including VAT where appropriate.
- No additional charge will be made by the Company for carriage of the Goods unless:
- the Buyer has requested particular requirements relating to the carriage of the Goods;
- such carriage requirements have been agreed to by the Company;
- When an order is received by the Website and is less than €100 in aggregate. In such circumstances an additional charge of €10 will be made by the Company for delivery. Certain Special Offers will have a €10 delivery charge even if the value is over €100
- The price of the Goods shall be the price listed in the Seller's website/price list current at the date of acceptance of the Buyer's order or such other price as may be agreed in writing by the Seller and the Buyer.
- Where the Seller has quoted a price for the Goods other than in accordance with the Seller's published price list the price quoted shall be valid for 7 Days only or such other time as the Seller may specify.
- The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation or alteration of duties, any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
- Prices are shown exclusive and inclusive of any applicable value added tax excise, sales or taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Buyer shall be additionally liable to pay to the Seller.
Terms of Payment
- Website Payment shall not be taken until the point of despatch of the Goods ordered.
- Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall invoice the Buyer for the net sum due the goods on confirmation of checkout.
- Invoices are based on the quantity and condition of goods and at weights established by the Seller when the Goods leave the Seller's factory or warehouse.
- The Company reserves the right to charge interest at 4 per cent per annum above the base rate of Eurobor on all overdue accounts, such interest being deemed to accrue on a day to day basis from the due date for payment until receipt by the Company of the full amount (including accrued interest) whether before or after judgment together with any reasonable legal or other recovery costs. . Late payment penalties will be in accordance with current EU legislation requirements.
- The Buyer shall not be entitled to withhold payment of any amount payable to the Company by reason of any dispute or claim by the Buyer and in the case of any shortfall in the delivery, or delivery of damaged goods, shall remain liable to pay the full invoice price of all other goods delivered or available for delivery.
- The Company reserves the right at any time at its discretion to demand security for payment before continuing with or delivering the Goods in satisfaction of any order notwithstanding any subsisting agreement to provide credit to the Buyer.
- The Buyer shall reimburse to the Company the entire costs of representing any cheque or other instrument delivered to it in payment of any sum due by the Buyer.
- Queries on invoices must be received in writing by the Company within 7 days from the date of invoice.
- If the Buyer (being a company) has a petition presented for its winding up or the Appointment of an Administrator or passes a resolution for voluntary winding-up otherwise than for the purpose of a bona fide amalgamation or reconstruction or enters a scheme of arrangement or voluntary arrangement compounds or makes any proposal to or enters into any arrangement with its creditors or has a Receiver or Manager or an Administrative Receiver appointed of all or any part of its assets or (being an individual) has a petition presented for his bankruptcy or becomes bankrupt or insolvent or enters into any arrangement with his creditors or makes or has made an application for an Interim Order in connection with a proposal to Creditors for a voluntary arrangement or commits in either case a material or serious breach of this Contract (and in the case of such a breach being capable of remedy fails to remedy it within 7 days of receiving notice to do so), then without limiting any other right or remedy available to the company, the Company may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer and all sums owing to the Company on any account shall become due and payable forthwith without requirement for any notice to be given, and further in either case the Buyer's licence to sell and use in clause 7.5 shall automatically cease.
- The Seller is not obliged to accept orders from any customer or buyer who has not supplied the Seller with references satisfactory to the Seller; if at any time the Seller is not satisfied as to the creditworthiness of the Buyer it may give notice in writing to the Buyer that no further credit will be allowed to the Buyer in which event the Buyer shall be required to give security deposits in respect of goods already shipped and no further goods will be delivered to the Buyer other than against cash payment and notwithstanding any payment terms contained in the Contract all amounts owing to the Buyer to the Seller shall be immediately payable in cash.
- Delivery will be deemed to have been effected when the Goods leave the premises of the Company (or, as the case may be, the premises of the Company's suppliers in circumstances where the Goods are delivered direct from such suppliers to the Buyer). Despatched order will be notified to the buyer on date of despatch.
- The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the Delivery Date upon giving reasonable notice to the Buyer. If the Seller delivers the Goods at any time after the Delivery Date the Seller shall have no liability in respect of such late delivery.
- Where the Goods are/need to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any 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 as a whole as repudiated.
- Subject to the requisite goods being in stock, any goods ordered on the Website will be delivered if orders are received by 12.00pm on the Order Date or if received after 12.00pm on the next working day.
- Except in relation to Website purchases, any delay in delivery will not entitle the Buyer to terminate or rescind the Contract nor to claim damages unless such delay exceeds 30 days, and therefore unless the delay exceeds such number of days, the Buyer shall be bound to accept delivery and pay for the Goods in full. The same will apply if delivery is made by instalments.
- The Buyer shall notify the Company within 3 working days of the date of delivery of the Goods if the consignment of the Goods delivered is incomplete. Notwithstanding the receipt by the Company of any such notice a clear signature on a carrier's delivery sheet by such representative shall be deemed to signify receipt of the quantity of Goods indicated on the advice sheet.
- If the Buyer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Seller shall be entitled upon giving written notice to the Buyer to store or arrange for the storage of the Goods and then notwithstanding the provision of these Conditions risk in the Goods shall pass to the Buyer, delivery shall be deemed to have taken place and the Buyer shall pay to the Seller all costs and expenses including storage and insurance charges arising from such failure.
- The Seller shall not be liable for any costs incurred for whatever reason after delivery of the Goods is deemed to have taken place. Where Goods are sold inclusive of any or all of the freight, handling, port or insurance charges, any increases in, or in the rates for, such charges arising after the date of the Contract and before the Goods are delivered or arising through deviation to a new port or airport necessarily or at the Buyer's request or through any delay however caused shall be for the Buyer's account subject to the absolute discretion of the Seller.
- The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in delivery or in performing, or any failure to perform, any of the Seller's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller's reasonable control:-
- act of God, explosion, flood, tempest, fire or accident;
- war or threat of war, sabotage, insurrection, civil disturbance or requisition;
- acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
- import or export regulations or embargoes;
- strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
- difficulties in obtaining raw materials, labour, fuel, parts or machinery;
- power failure or breakdown in machinery.
- The Buyer shall inspect the Goods on delivery and shall within three working days of the date of delivery notify the Company in writing of any shortages in quantity or failure to comply with the Description. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the Contract and the Buyer shall be deemed to have accepted the Goods.
- In all cases where the Company receives details of such shortages or failure to comply with the Description, the Company shall be under no liability in respect thereof unless a reasonable opportunity to inspect the Goods is provided to the Company before any use is made thereof or any alteration or modification is made to the Goods by the Buyer.
- The Company shall make good any of the above defects, and where appropriate replace any Goods damaged in transit or otherwise, as soon as it is reasonably able to do so, but otherwise, except as otherwise provided in these Terms, shall be under no liability whatsoever or howsoever arising for such defects or damage.
- Unless otherwise expressly agreed in writing by the Buyer and the Seller, Goods sold c.i.f. will be insured from time to time the Goods leave the warehouse or place of storage at the commencement of transit, throughout the ordinary course of transit and until:-
- delivery to the Buyer's or other final warehouse or place of storage at the destination named in the Buyer's order;
- delivery to any other warehouse or place of storage whether prior to delivery at the destination named in the Buyer's order or acknowledgement or order which the Buyer may elect to use either:
- for storage other than in the ordinary course of transit; or
- for allocation or distribution;
Risk and Property
- Risk of damage to or loss of the Goods shall pass to the Buyer as set out below
- in the case of Goods to be collected at the Seller's premises, the time when the Seller notifies the Buyer that the Goods are available for collection; or
- in the case of Goods to be delivered otherwise than at the Seller's premises, the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
Warranties and Liability
- Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be of satisfactory quality.
- The Seller shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to abnormal conditions, failure to follow the Seller's instructions (whether oral or in writing), misuse or alteration of the Goods without the Seller's approval, or any other act or omission on the part of the Buyer, its employees or agents or any third party.
- The mixing or use of the Goods is beyond the Seller's control and accordingly all conditions and warranties, statutory or otherwise, as to fitness of the Goods for any particular purpose are expressly excluded.
- Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
- No Goods may be returned to the Seller without the prior agreement in writing of the Seller. Subject thereto any Goods returned which the Seller is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection may be replaced free of charge or, at the Seller's sole discretion the Seller may refund or credit to the Buyer the price of the defective Goods but the Seller shall have not further liability to the Buyer.
- Except as expressly provided in these Conditions, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Contract, for any direct or consequential loss or damage sustained by the Buyer (including, without limitation, loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer.
- The Buyer shall ensure that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Buyer is in compliance with all applicable statutory and other regulatory requirements and that the storage and handling of the Goods by the Buyer is carried out in accordance with directions given by the Seller or any competent governmental or regulatory authority and the Buyer will indemnify the Seller against any liability loss or damage which the Seller might suffer as a result of the Buyer's failure to comply with this condition.
- If the Buyer fails to make any payment on the due date then or in the case of the website the payment is deemed invalid, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:-
- cancel the order or suspend any further deliveries to the Buyer;
- appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer);
- charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate consistent with EU late payment legislation at the time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest); and
- where the price is to be paid in a currency other than Euro charge to the Buyer the reduction in the amount of Euro/foreign currency receivable by the Seller on conversion of the proceeds by the Seller's bankers as a result of variations in the rate of exchange between the due date and the date of actual payment.
- the Buyer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract; or
- the Buyer becomes subject to an administration order or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act ) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or
- an Encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
- the Buyer ceases, or threatens to cease, to carry on business; or
- the Seller reasonably apprehends that any of the events mentioned above is about to concur in relation to the Buyer and notifies the Buyer accordingly.
Confidentiality, Publications and Endorsements
- The Buyer undertakes to the Seller that:-
- the Buyer will regard as confidential the Contract and all information obtained by the Buyer relating to the business and/or products of the Seller and will not use or disclose to any third party such information without the Seller's prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Buyer's default;
- the Buyer will not use or authorise or permit any other person to use any name, trade mark, house mark, emblem or symbol which the Seller is licensed to sue or which is owned by the Seller upon any premises, notepaper, visiting cards, advertisements or other printed matter or in any other manner whatsoever unless such use shall have been previously authorised in writing by the Seller and (where appropriate) its licensor;
- the Buyer will use all reasonable endeavours to ensure compliance with this condition by its employees, servants and agents. This Condition shall survive the termination of the Contract.
- When placing the order the Buyer must advise the Seller in writing of any special, legal, administrative or regulatory requirements applying in the territory in which the Buyer is to import, use or sell the Goods as to composition labelling distributors or sale of the Goods and the Buyer must advise the Seller immediately of any change made in such requirements.
- The Buyer may not assign the benefit of the Contract without the written consent of the Seller.
- Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
- No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
- If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
Applicable Law and Jurisdiction
- The Contract shall be governed by the laws of The Republic of Ireland.
- The Uniform Laws on the International Sale of Goods laid down in the 1980 United Nations Convention shall not apply unless expressly agreed between the parties in writing.