ETERNA LIGHTING IRELAND STANDARD TERMS & CONDITIONS OF SALE
These terms and conditions apply to all offers made by O’Neills Electrical Ltd, trading as Eterna Lighting Ireland (hereinafter called the company) and to all contracts of sale made by the company for its products. These terms and conditions shall not be modified unless with the prior written approval of a director of the company. These terms and conditions shall prevail over any and all of the buyer’s general and specific terms and conditions of purchase for the products and shall supersede all previous communications with the buyer either oral or written.
The contract between the company and the buyer shall come into effect when the buyer’s order is accepted by the company.
The provisions of these general conditions of sale shall not prejudice any rights which may, notwithstanding these conditions of sale, be guaranteed to the customer by virtue of sections 12, 13, 14 and 15 of the sale of goods act 1893, as amended by the sale of goods and supply of services act 1980, save to such extent as may be lawful from time to time in relation to any particular sale.
Orders will be made up to the nearest full pack quantity. Written confirmation of telephoned orders should be clearly marked as such, otherwise we cannot be held responsible should the order be duplicated. The right is reserved to refuse cancellation of any order placed or to suspend delivery of any order from time to time if any account is in arrears.
Unless otherwise agreed in writing all orders are executed subject to prices and any relevant discounts ruling at the date of delivery and any other price list of the company whether published or not shall apply. All prices are subject to Value Added Tax or any similar tax on duty of goods. Attention is drawn to the fact that listed prices and conditions are subject to alteration without prior notice.
All quotations relating to price or discount and whether given verbally or in writing are valid for thirty days only. Quotations must in all cases, be authorised by a director of the company.
The company reserves the right to levy a small order surcharge on all orders below €150/£150 nett trade. This charge will be in addition to any carriage charges.
The company will endeavour to execute orders as soon as possible but delivery dates either quoted or agreed are not of the essence of the contract, nor can the company guarantee them. The company are not responsible for any loss expense or damage sustained by the buyer of any sort caused by any delay in delivery. The buyer must accept delivery of the goods when offered by the company at the site specified in the despatch invoice. Any additional costs or charges arising from delivery to any other site requested by the buyer shall be paid for by the buyer. Upon delivery of the goods to the site the buyer shall be deemed to be fully responsible for them and will immediately affect proper and adequate insurance. In the event of any loss or damage to the goods however arising before the buyer has paid the full price thereof the buyer shall compensate the company for such loss and/or damage.
The buyer is responsible for checking that goods of the correct specification and/or description are delivered and while the company will replace any incorrect goods delivered provided they are notified thereof within a reasonable period the company are not liable for loss or damage howsoever caused arising from the use of such goods even if their delivery arises from negligence of the company, their servants or agents.
In the event of damage or shortage, written or faxed notification must be sent to the company within two working days as well as making a notation to that effect on the signed delivery note. In the event of non-delivery the company must be notified in writing within seven days of the despatch date shown on the relevant invoice. In the event of failure to give notice within the aforementioned periods the goods will be deemed to be in all respects as invoiced.
Unless otherwise specified the price excludes delivery charges from the company’s warehouse to the buyers premises. The company reserves the right to choose the method of transport and may impose a carriage charge in exceptional circumstances. Requests for rail, courier or postal delivery will be at the buyers cost. When special items are ordered and the manufacturer charges carriage and/or packing, the company reserves the right to pass these charges on at cost.
Under no circumstances will the company consider claims for credit – of whatever nature- after the expiry of six months from the date of sale with the exception of products where specific periods of guarantee apply.
The company will not accept for credit goods correctly supplied in accordance with order, without written approval. If consent is given, this will be subject to (a) a handling charge being imposed (b) returned goods must be sent carriage free (c) reference made to the original invoice on which the goods were supplied (d) a clear signature must be obtained from the company confirming receipt of goods and (e) the company will not replace goods claimed to be defective until it is confirmed the fault is not the result of improper use or installation.
Any samples submitted with the company’s quotation or at the buyer’s request must be returned within thirty days of receipt and may be charged if not so returned.
(a) Until such time as the company has confirmed credit account facilities in writing, payment shall be due in full on or before delivery, and the company may withhold delivery accordingly.
(b) A settlement discount of 2.5% is allowed for payment made by the last day of the month following delivery except on Value Added Tax or on such items marked on the company’s quotation, acceptance of order, or invoice as being ‘Strictly Nett’
(c) The company shall be entitled to charge interest on overdue accounts of 2.5% per month and to suspend deliveries without notice of any of the buyers orders or to cancel such orders if the buyer does on three or more occasions fail to pay due accounts without any reason of withholding payment or if the buyer being a company has a receiver appointed or goes into liquidation or being an individual commits to an act of bankruptcy or has a receiving order made against him.
(d) Where the contract provides for separate instalments, deliveries or parts, payment for each instalment, delivery or part shall be made as if the same constituted a separate contract.
(e) No account shall exceed sixty days credit.
(f) Overdue accounts and those not qualifying for settlement discount are strictly nett.
(g) Receipts are not issued against payments by cheque unless specifically requested.
(h) The company reserves the right to suspend supplies on a temporary or permanent basis and the discretion to determine any contract if the buyer is found to be in breach of its payment terms.
(i) The company reserves the right at any time in its absolute discretion to revoke or vary any credit extended to the customer including the credit period referred to above.
(a) The property in such goods supplied by the company subject to these terms and conditions shall remain in the company and shall not pass to the buyer until all monies inclusive of delivery and other charges due or owing to the company by the buyer in consideration of such goods, have been paid and all other obligations due by the buyer have been performed notwithstanding that the goods have been delivered to the buyer.
(b) The buyer is entitled to sell the goods to third parties in the ordinary course of business on the condition that if the company so requires the buyer so long as he has not fully discharged his debt to the company shall deal separately as trustee for the company with the proceeds of such sale and shall account to the company for such monies as directed by it from time to time.
(c) It is a condition that goods supplied by the company are sold to third parties on a first in first out basis and that stocks of the company’s products held at any time by the buyer relate to the most recent invoices so that all stocks of the company’s products held are identified and are related to specific invoices.
(d) The buyer hereby empowers and authorises the company to demand and receive payment from third parties for any of the company’s goods sold to such third parties whilst the buyer is in default of payment to the company, which power will not be exercised by the company without written notice to the buyer.
(e) Should the goods (or any of them) be converted into a new product, whether or not such conversion involves the admixture of any other goods or thing whatsoever and in whatever proportions, the conversion shall be deemed to have been effected on the company’s behalf and the company shall have full legal and beneficial ownership of the new product.
(f) If any amount owing by the buyer to the company is overdue, the company may, without prejudice to any of its other rights or remedies, repossess and resell any or all such goods and may enter upon the buyer’s premises for that purpose.
(g) The buyer shall not be entitled to pledge or create any lien or charge over the goods but, subject as aforesaid, may deal with the goods in the ordinary course of trade.
(h) The clauses herein relating to retention of title shall not be construed as to constitute an agency between the company and the buyer in any circumstances.
(i) The clauses herein relating to retention of title do not entitle the buyer to return goods and refuse or delay payment on the grounds that the property in such goods has not passed to the buyer.
(j) If the reservation of ownership in the foregoing clauses is not effective for any reason whatsoever, the purchaser hereby undertakes to co-operate with the company in establishing a similar security in favour of the company.
The Company will use all reasonable endeavour to assign the benefit of any warranty it receives from its supplier to the Purchaser but shall not be liable for any claim or claims for any damages whether direct, indirect special or consequential or economic damage or loss (including loss of profit or goodwill) arising from any breach by its contract or any defect in the goods. In certain circumstances and for certain product ranges, the Company may offer a specific warranty against defects arising from faulty design or materials, for a defined period. Any warranty period offered will be deemed to have commenced on the date the goods have been delivered to the Purchaser. The Company will not be liable for any warranty or guarantee where the Purchaser has not paid for the goods in full by the due date. Nothing in these conditions shall exclude liability of the Company for death or personal injury resulting from its negligence insofar as the same is prohibited by Irish statute.
All descriptive and forwarding specifications, drawings and particulars of weights and dimensions issued by the company are approximate only, and are intended only to present a general indication of appearance of the goods to which they refer and shall not form part of the contract. The company reserve the right to alter or vary with or without notice.
All drawings, descriptions and other information submitted by the company shall remain the property of the company together, with the copyright therein.
As the company constantly looks to improving and modernising products, the company reserves the right to supply goods incorporating modifications in the design, when these are deemed by the company to be an improvement.
Every effort will be made to carry out the contract but its due performance is subject to cancellation by the company or to such variation as it may find necessary as a result of inability to secure labour materials or supplies as a result of any act of god, war, strike, lockout or other labour dispute, fire, flood, drought, legislation or other (whether of the foregoing class or not) beyond its control.
The terms of any contract to which these conditions of sale relate shall, in all respects be constructed and operate in accordance with the laws of the Republic of Ireland and be within the exclusive jurisdiction of the Irish courts.