1.A contract shall be made between D&S Hardware Ltd. (hereinafter referred to as "the company") and the person, firm or company proposing to purchase from the company (hereinafter referred to as the customer), upon and only upon the approval and acceptance of the company of an order placed (whether orally or in writing) by the customer and there upon the parties shall be bound. No modification of these conditions shall be binding upon the company unless otherwise stipulated herein or agreed to in writing by someone duly authorised on behalf of the company. Unless otherwise agreed in writing by the company these conditions supersede any earlier sets of conditions appearing in the company's catalogues or elsewhere and shall override any terms or conditions stipulated, incorporating or referred to by the customer whether in any order placed by him, or during any negotiations. All guarantees, warranties or conditions, including any conditions as to quality (expressed or implied or otherwise) other than those specified by the manufacturer, are hereby excluded and negatived. This does not affect any statutory rights which the customer might have.
2. Any price quoted by the company or comprised in the contract is provisional only, and is subject to market fluctuations and/or changes in basic national wage rates and costs of materials (including raw materials). Whilst every effort will be made to maintain prices quoted, the company reserves the right to execute orders at prices ruling at the time of delivery. If any changes to prices are required we will notify you prior to dispatch and payment of your order
3. Prices in this Catalogue do not include Local Taxes (VAT). VAT will be charged at the appropriate rate where applicable.
4. If the preparation, manufacture, or delivery of the goods is prevented, delayed or hindered in any way by any act of God or of any government, war (whether declared or not), invasion or other warlike action, any strike, lockout or other industrial action, or any other civil disturbances, non availability of raw materials, or any other event beyond the company's control, then in any such circumstances the company may, upon reasonable notice, terminate or amend this contract in such manner as it shall think fit.
Time of payment shall be of the essence of the contract. Payment of the price shall be made within the period after delivery specified in the order without reduction or deferment on account of disputes, cross claims or any other reason whatsoever. If the customer shall fail to make payment on the due date for goods ordered or delivered under this or any other contract the customer may have with the company, the company may suspend any further deliveries under this or any other such contract, and if such payment, or any part thereof, shall remain in arrears for seven days after written demand shall have been made therefor, the company may cancel this or any other such contract, and in either case, without prejudice to any other right the company shall have.
5. In addition to any right of lien to which the company may by law be entitled, the company shall be entitled to retain possession of all goods in it's possession or under it's control for the unpaid price of any goods sold to the customer by the company under this contract or any other contract.
6. In addition to any right of stoppage in transitu to which the company may by law be entitled, the company shall be entitled to resume possession of all goods sold by the company to the customer which are in transitu for the unpaid price of any goods sold to the customer under this contract or any other contract.
7. The company shall not in any circumstances whatsoever be liable to the customer in respect of any consequential or indirect loss or damage whatsoever caused (including loss of profit or liability to any third party) which the customer may suffer by reason of any default or failure of the company.
8. If the customer shall take default in or commit a breach of the contract, or of any other of his obligations to the company, or if any distress, execution or other process shall be levied on the customer's property or assets, or if the customer shall make or offer to make any arrangement or composition with it's creditors, or shall commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against him, or if the customer is a limited company, and any resolution or petition to wind up such company's business (other than for the purpose of reconstruction or amalgamation) shall be passed or presented, or if a receiver of such company's undertaking, property or assets or any part thereof shall be appointed, the company shall have the right forthwith to suspend all further deliveries and to determine with or without notice, any contract then subsisting between the company and the customer but without prejudice to any claim or right the company may otherwise make or exercise.
9. The goods properly packed and secured in such manner as to reach their destination in good condition under normal conditions of transport, shall be delivered by the company at, or dispatched for delivery to, the place or places and in the manner specified in the order or subsequently agreed.
10. The company will endeavour to meet delivery dates, but shall be under no liability of any kind if it fails to meet any such dates whatever the cause of failure and whether such cause is under the company's control or not. If so required by the company, the delivery date, or dates shall be extended for a reasonable period. Each delivery shall constitute a separate contract between the company and the customer and failure of any delivery shall not vitiate the contract as to the other deliveries but if the said extension in delivery time required by the company shall exceed three months, either party to the contract may cancel the undelivered balance of the contract by written notice to the other party without any claim on either side.
11. If for any reason, the customer is unable to accept delivery of the goods at the time when the goods are due and ready for delivery the company may, at the request of the customer, if their storage facilities permit, agree to store the goods and safeguard them until actual delivery and the customer shall be liable to the company for storage, insurance and other expenses in so doing and the customer shall pay to the company interest at current overdraft rate on the value of the goods so held.
12. Notwithstanding any of the terms of payment, no sale, consignment or installation shall be deemed to be completed on delivery so as to vest title and ownership of the same in the customer until fully paid for and all materials, plant and machinery whether erected or not shall remain the company's property until not only the whole of the purchase price but also sums due under the contract (eg. storage fees, interest, etc.) for the same has been paid (each order being considered as a whole). Until payment, the legal, equitable and beneficial ownership shall remain vested in the company.
The risk of the goods will pass to the customer upon delivery and legal, equitable and beneficial ownership shall remain with the company until full payment is received.
Until such time as full payment is made or in default of payment the company shall in addition to any other remedy have the right to cancel the contract and remove the goods or any part thereof from the customers premises so as to recoup any amount owing. At the option of the company the amounts due shall become immediately payable without notice together with all reasonable legal or collection or agency fees incurred on the collection thereof. The company reserves the right to enter on the customers premises and take possession of the same and remove them at any time when the customer is in default. The customer hereby authorises the company to so enter on his premises and collect the goods for which payment is in default.
Should the customer resell the goods or should the goods become part of other goods to be sold by the customer or should they be sold with the customer premises then the customer will hold out of the proceeds of the sale a sufficient amount in trust for the company to discharge the amounts due and immediately pay the same to the company. Should the customer go into liquidation, then the liquidator will hold the goods or alternatively the proceeds which realise from the same in trust for the company.
After delivery but before transfer of ownership, the customer shall store the goods so as to clearly show them to be the property of the company and hold the goods and all money received should the goods be resold (contrary to this agreement) in trust for the company. The customer shall insure the goods and should the goods be destroyed hold in trust for the vendor a sufficient sum to discharge the amount due. The customer shall also keep the goods in good order and condition so that should the occasion arise the company can resell the same and realise all amounts outstanding.
At the request of the company to furnish the company with the names and addresses of any sub-purchaser and if requested, to assign the company any amount due by the sub-purchaser and to take all steps necessary to validate assignment of debt.
Whether goods are sold 'f.o.b." (Free-On-Board) or "c.i.f." (Carriage, Insurance, Freight) the responsibility of the company shall cease immediately the goods are placed on board truck, aeroplane or ship and the company shall be under no obligation to give the customer any notice whatsoever.
Where goods are to be delivered by rail the liability of the company shall cease immediately the goods are delivered to the railway company its servants or agents for delivery to the customer.
Where goods are to be delivered by the company's own transport the company shall deliver the goods solely at the customer's risk and shall not accept any liability whatever and the customer shall pay all reasonable costs to the company for so doing.
14. Any claim relating to goods delivered under this (or any) contract shall be notified to the company within 5 days from the date on which the said goods are received by the customer or his agent and the customer shall afford the company reasonable facilities for examining the goods before they have been disposed of, or treated, or cut, or in any way altered.
15. Any claim or claims in respect of goods delivered under this contract shall not be a ground for withholding payment of accounts and shall not give any right to set off against payment due to the company.
16. Notwithstanding any other provisions or agreement as to payment in this contract, if in the sole opinion of the company, the financial position of the customer warrants such actions the company may demand payment in cash before delivery of all or any part of the goods and on failure of the customer to make such payment the company may cancel the contract without prejudice to any other right the company may have.
17. All orders for goods by the customer through any agent or representative of the company are subject to the approval and acceptance of such order or orders by the company and all deliveries of goods in fulfilment of any such order or orders shall be authorised only by the company at it's office, D& S Hardware, unit 9&10, Tullamore, Co Offaly, Republic of Ireland.
18. Returns: Customer specials and modified standard equipment is non-returnable. Authorisation: A return authorisation Number must be requested from the company within 60 days from date of shipment. Product will only be accepted back for credit where the goods have not been used and are in their original packaging. Goods being returned must be shipped prepaid and properly packaged to prevent damage in transit. All returned goods must have the Return Authorisation Number located on the box. Goods returned damaged or without the original packaging will not be credited. All returns are subject to a 50% restocking charge.
19. Warranty: As the seller we make no warranties expressed or implied of performance, quality, durability or suitability of the product including its fitness for the purposes and uses of the customer. The only warranties applying to products sold, are those specifically provided for by the manufacturer. The obligations of the seller are limited to repair or replace of defective parts, or at its discretion the replacement of the product. In no event shall D&S Hardware Limited be liable for any special, incidental, or consequential damages.
20. Machinery Warranty: All machinery is warranted for one year ( parts & labour). The customer is responsible for supplying adequate power to the machine. Any changes, alterations, modifications, unauthorised repairs or misuse to machines automatically voids this warranty. In no event shall D&S Hardware Limited be liable for any special, incidental, or consequential damages.
21. All disputes, differences or questions at any time arising between the parties as to the construction of the contract or as to any matter or thing arising out of the contract or in any way connected therewith shall be referred to the arbitration of a single arbitrator who shall be appointed by the President for the time being of the Incorporated Law Society of Ireland.
22. These conditions and the contract shall be subject to and construed in accordance with the laws of the Republic of Ireland. The customer submits to the jurisdiction of the "Irish Courts of Law".
23. Prices in this Catalogue do not include VAT. VAT will be applied at at the appropriate rate where applicable
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