1.The conditions of sale shall form part of all contracts for the supply of goods (hereinafter called "the goods") Seal Systems Ire Ltd(hereinafter called the "company") to any other person (hereinafter called "the customer") and will supercede any inconsistent terms or conditions contained in or referred to in the customer's order or in correspondence or elsewhere, and all or any conditions or stipulations contrary to these are hereby excluded and extinguished. No employee has authority to vary or add to or depart from these terms or make any representations about the goods or the contract made herein.
Any quotations by the company shall not constitute offers by the company to supply the goods or carry out the work referred to therein, orders placed in response to a quotation will not be binding unless accepted by the company in writing. All such acceptances by the company are subject to availability of the necessary materials and to the company being able to obtain these orders..
Pricing of the goods shall be those ruling at the date of delivery. Any value added tax payable in respect of the goods supplied under these conditions will be carried by the customer at the prevailing rate.
Any increased costs due to a variation in a rate or rates of exchange will mean that the contract price of the undelivered goods hereunder shall be re-negotiated by the company and the customer.
Commencement and completion time of the supply and delivery of the goods shall be deemed to be variable if delays are occasioned by force majeure, strikes , lock outs, accidents or any reason whatsoever, and such times, if specified , are approximate only and not of contractual effect. Time of delivery is not a crucial substance of the contract nor shall the company be under any liability in respect of any delay in deliveries.
Payment terms are c.o.d unless otherwise agreed in writing. Payment of any amount due is a pre condition for any further deliveries. The company shall have the right to terminate any contract when installment or payment is in arrears. The costs and losses of the company resulting from withholding deliveries of goods due to non- payment by the customer shall be carried by the customer. The company shall have the right to terminate any contract when any instalment or payment is in arrears. Notwithstanding the provisions of this condition, if the company shall deliver goods to the customer at a time when any payment is due, this shall be done without prejudice to the company's rights under this condition and all other conditions of sale. The company shall charge the customer interest at the rate of 5% per annum in excess of the associated banks prime lending rates and such interest shall start to accrue as soon as any money is overdue for payment within the agreed terms
Ownership of all goods supplied under each contract of sale between the company and the customer shall remain in the company until goods have been paid for in full. Until such goods have been paid for in full , the customer shall :
* Ensure goods are stored so as to clearly show them to be the property of the company and in the proper conditions, with specific emphasis on temperature and humidity as per technical data on the product or products.In the event that this information is not at hand a request must be made in writing to the company for confirmation of the desired storage conditions and this data must be reatained for inspection by the company should the occasion arise .
Hold such goods and all monies received from any sub-sales thereof as trustee respectively for the company.
The rights of the company to retain ownership of the goods shall not be affected by the customer altering their substance composition and/ or form in any manner, .
Should the company request,the customer shall furnish the company with the names and addresses of debtors and sub-purchasers who have purchased such goods from the customer together with all the appropriate particulars thereof, so as to enable the company to recover sums owing in respect of such goods from such debtors and / or sub- purchasers directly.
Note: notwithstanding that the title in the goods shall not pass to the customer, except as is provided in clause 7, the goods shall be a risk to the customer from time of collection by the customer or delivery to the customer of such goods.
Company policy is that it shall be entitled to repossess any goods supplied to the customer, in respect of which payment is overdue and thereafter to resell the same. For this purpose the customer hereby grants an irrevocable right and licence to the company through its servants and agents to enter with or without vehicles on all or any premises of the customer were such goods may be located..
Any goods invoiced or supplied are not tested or sold as fit for any particular purpose, unless specifically agreed in writing by both parties and approved by the manufacturer also. Warranty or condition expressly implied or statutory to the contrary is excluded. In no circumstances whatsoever shall the company's liability (in contract tort or otherwise) to the customer arising under out of or in connection with this contract or the goods supplied hereunder exceed the invoice price of the particular goods or section of goods concerned. All terms relating to the quality of goods are warranties only, the breach of which gives no right to reject the goods or repudiate the contract in any circumstances whatsoever. Notice of any claim arising out of or in connection with this contract must be given in writing to the company within seven days from the date when the goods are collected or delivered, failing which all claims shall be deemed to be waived and absolutely barred. In any event the company shall be under no liability for shortage or damage unless within three days of delivery the customer gives written notice of claim to the company and to the carrier (otherwise than upon consignment note of delivery or delivery document). The company shall be under no liability whatsoever unless the customer can prove to the company's satisfaction the identity of the goods complained of, with batch numbers order numbers, sales invoice numbers proof of delivery,and clear signature included in documentations forwarded to the company. Where the customer is dealing as a customer within the meaning of the sale of goods and supply of services act 1980, nothing in these conditions shall affect the rights granted to such a customer under this act.
In the event that the company be delayed in or prevented from carrying out it's obligations under the contract by act of god or riot, strike, lock outs, trade disputes or any other labour disturbances, fire , flood , difficulty in obtaining workmen, materials or transport or the consequences of hostilities or any government interference or other circumstances whatsoever outside the company's control, the company shall not be liable till all monies due by the customer to the company on whatever accounts are paid in full. If in the opinion of the company, the customer does or appears to be doing anything which might prejudice its ability to pay the full price, it shall be deemed to have dismissed this contract and the company may without prejudice to its other rights under this contract accept such dismissal without notice as cancellation of the contract.
In all cases the Company shall be entitled to withhold delivery of goods of any part thereof until all monies due by the customer to the company on whatever accounts are paid in accordance with the agreed terms . If in the opinion of the company, the customer does or appears to be doing anything which might prejudice its ability to pay the full price it shall be deemed to have recinded this contract and the company may without prejudice to its other rights under this contract accept such desertion without notice as cancellation of the contract.
The contract between the company and the customer shall be governed by and interpreted in accordance with the laws of the Republic Of Ireland.
11 All packaging including pallets, drums will be disposed of by the costumer in compliance with the local authority and the company will pay Repak [or an equal government approved body] a yearly fee for the general disposal cost of its yearly estimated packaging disposal on all products sold out for use on the island of Ireland.
The company will not be liable for loss or damage to goods or materials in transit in the republic of Ireland or elsewhere.
Goods shall not be returned after delivery without the company's prior agreement which at all times require proof of purchase.Goods for return must be in a condition for resale . When the company so agrees, the customer shall pay a re-stocking charge 15% of the price of the goods.
The company shall not be liable in respect of any claim which may be made against the company for infringement of letters patent or registered design which may arise as a result of the company carrying out instructions given by the customer and the customer agrees against the company in respect of such claims.
The customers will carry out pre tests on all products supplied to ensure performance to the required standard for each application of product prior to commencing the intended application,and that the parameters within the technical data are not exceeded. Advised application procedures must be adhered to were applicable. The customer must be satisfied that the product is fit for purpose and must document the approved application.Batch numbers and application dates as well as logging of conditions during application must be recorded,. Products must be stored in the proper conditions prior to application These conditions throughout this paragraph supercede any advice given by the company unless agreed in writing by both parties in advance
Compliance to the health and safety standards set out by law and available from the local authority must be adhered to after careful study of the safety data information on each product.supplied to the customer
Goods remain the property of the company until fully paid for.Claims for damaged goods or shortages must be notified in writing within 7 days of receipt. Products proved to be defective will be replaced, and the company will not be in any way liable for consequential loss or damage associated with the use of the products supplied.
In cases were the company enters into a contract with a third party [beyond the supply only of goods] on a consultancy basis, charge out rates will be based upon the guidelines of the institute of chartered accountants of Ireland as a minimum, and all other costs related will be estimated in advance.
Increase in prices will be implemented without notice unless otherwise agreed in writing, and any account that has not been used for a period of six months will be closed automatically. Re opening of the account will be dependant upon the information available to the company from the companies office and other informations requested by the companys accounts department to enable a balanced commercial decision. A minimum monthly purchase figure of not less than five hundred euros will constitute credit terms of thirty days from date of invoice after approval by the company, otherwise guaranteed pre payment for goods will be the norm.
The company reserves the right to refuse supply of product to any company were there is a conflict of interest commercially, or should the sale of product contain risk of any kind to the established good name or brand of the company or its suppliers.
23. The company takes no responsibility for the application of product supplied, and all applications must comply with the parameters set out in the technical data for each product. All products supplied must be pre tested on site and examined by the applicator to ensure the required performance has been achieved, before proceeding with any application. The application of all coatings including polyurea, polyurethane, epoxy primers must be carried out with strict adherence to our quality control system unless otherwise agreed in writing by both parties. In the case of polyurea coating application, this must be in compliance with our Irish agreement certification without exception.
24. Any warranties, guarantees or extra undertakings separately agreed with the company will not be valid until such time as all monies are paid in full relating to goods or and labour on a specific project. This stipulation supercedes any contractural conditions, and reaches also to third parties in relation to products, and services supplied.