In these conditions ‘the Company’ means DesignLight Ireland Limited and/or any associated or related company.
‘The Buyers’ mean you, the customer and/or your employers, contractors,servants and/or agents.
STANDARD TERMS & CONDITIDNS OF SALE
1. (a) All quotations are subject to confirmation in writing by the Company on receipt of the Order from the
(b) All Contracts of Sale will be subject to these conditions. Any and all terms and conditions appearing in the Buyer’s Orders, which are inconsistent herewith, shall have no effect. Any variation of the terms and conditions of the Contract (as contained in these conditions) and/or the Order acknowledgement will become binding only if confirmed in writing by the Company and the
2. The Company will use its best endeavours to deliver the goods on the appointed date and/or within the time specified in the Contract, but the Company shall not be liable for any expense, loss or damage whatsoever suffered by the Buyers as a result of the Company for whatever reason not delivering at the date or within the time so specified.
3. Should the availability of any of the goods at any of the Company’s suppliers’ works or the delivery thereof, whether by the Company or an independent Carrier be prevented or hindered directly or indirectly by fire, the elements, war, common civil commotion, strikes or lock-outs, industrial disputes, shortage of raw materials or fuel (notwithstanding that the Company has taken all reasonable steps to procure the same), breakdown or partial failure of plant or machinery, acts, orders or regulations of any Government, delay on the part of any independent sub-contractor or supplier, or any other cause whatsoever beyond the reasonable control of the Company, then the time for delivery of the goods shall be extended for a reasonable period having regard to the effect of the delaying cause on the availability or delivery of the goods. If the availability or delivery of the goods is still prevented or hindered at the end of that period, the Company may cancel any deliveries not made.
4. If the buyers allege that the goods or any part thereof are not in accordance with the Contract and shall give notice to the Company and its Agent and afford them the facilities to inspect the goods and investigate the complaint before the goods are used, processed, sold or otherwise dealt with and PROVIDED the buyers have complied with this condition and if the goods or any part thereof are proved not to be in accordance with the Contract specification then the Company will accept the rejection of the relevant goods and replace the goods within a reasonable time. The Buyers shall not in any case return any goods to the Company unless the Company has agreed in writing to accept their return. If the Company agrees in writing to accept the return of any goods, the costs, together with the handling charges and carriage costs, of returning the goods in question shall be borne by the Buyers. Special goods manufactured to special nonstandard design cannot be and cannot be returned.
5. The Company shall not be liable for loss of profit, damage to plant, or for any expenditure incurred on goods supplied or any consequential or special loss or damage sustained by the Buyers by reason of any breach of the Contract by the Company.
6. Any condition, warranty or statement as to the quality of the goods or their fitness for any purpose whether express or implied by statute, custom of the trade or otherwise is hereby excluded unless prohibited by law, or given expressly in writing by the Company.
7. (a) Payment shall be made at the time specified i.e. 30 days from the date of invoice. The amount of the price is that specified on the face of the Contract or calculated in accordance with the formula therein specified. That amount shall not be subjected to any discount or deduction except as agreed in writing by the Company. The Company shall be entitled to charge interest at a rate of 2% per month on all overdue payments.
(b) Where the Company’s quotations are based on prices quoted in currencies other than Euros they may be subject to revision if the rate of exchange ruling on the date of delivery is different from that on date of quotation.
8. Each part delivery or installment of the goods shall be deemed to be sold under a separate contract and no default by the Company in respect of any part delivery or installment shall entitle the Buyers to treat the Contract as repudiated in regard to any balance or installment remaining deliverable.
9. The Company shall be entitled without prejudice to its other rights and remedies either to terminate wholly or partly every supply Contract between itself and the Buyers or to suspend any further deliveries under any or every Contract if:
(a) Any debt is overdue and unpaid by the Buyers to the Company
(b) The Buyers have failed to provide any letter of credit, bill of exchange or any other Security required by the Contract.
(c) The Buyers have rejected, returned or failed to take delivery of any goods tendered by the Company otherwise than in accordance with the Buyers contractual rights.
(d) The Buyers being a body corporate become insolvent, or pass a resolution or suffer an Order of the Court to be made for their winding up, or have had a Receiver appointed (or carry out or undergo any analogous act or proceeding under foreign law) being an individual or partnership become insolvent or suspend payment in whole or in part or propose to enter into any composition or arrangement with his or their creditors or have had a receiving order in bankruptcy made against him or them, or carry out or undergo any analogous act proceeding under foreign law. The Company shall be entitled to exercise its aforesaid right of termination or \ suspension at any time during which the event or default giving rise thereto has not ceased to be remedied.
10. The Buyers shall not be entitled to withhold payment of any amount payable under the Contract to the Company because of any disputed claim of the Buyers nor shall the Buyers be entitled to set off against any amount payable under the Contract to the Company any monies which are not at present payable by the Company or for which the Company disputes liability.
11. Unless otherwise specified in writing by the Company all goods delivered by the Company shall be and will remain the property of the Company until all sums due to the Company from the Buyers shall be paid in full or until the goods sold by the Company are altered by the Buyers in the course of the Buyers’ normal manufacturing process to such an extent that the right to reserve title in them would constitute a charge registerable under the Companies Acts. There shall exist a fiduciary relationship between the Company and the Buyers in respect of the goods to which this Contract pertains and the Company shall be entitled to trace the proceeds of sale of said goods while any sums due to the Company from the Buyers shall remain outstanding and the Company shall have the right to retake possession of and permanently retain any such goods, which goods the Buyers agreed to store in such a manner that said goods can be easily identified as the property of the Company.
12. Any complaint relating to the quality of the goods supplied must be received in writing within 10 working days of delivery. If no complaints of any nature are received within this period, the goods will be deemed to be exactly as ordered and no complaint will be entertained by the buyer. This clause also applies in respect of claims for goods damaged in transit where the Company agreed to arrange delivery.
13. At any time before ownership of the goods has passed, the Company may, by notice in writing to the Buyers, determine the Buyer’s right to use or sell the goods and the Buyers must immediately permit the Company to enter on any premises owned or occupied by the Buyer to recover the goods.
14. The buyer shall undertake to ensure the disposal of products supplied or packaging/ cartons/ pallets in accordance with current directives.