ALL ORDERS ARE SUBJECT TO THESE TERMS AND CONDITIONS OF SALE. PLEASE READ THEM CAREFULLY. BY PLACING AN ORDER YOU ARE CONFIRMING YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.
1.1 The definitions used in the Conditions are set out in Condition 16.
1.2 The Conditions apply to all contracts entered into by the Seller whether entered into via this website or otherwise. No modification or variation of any of the Conditions shall be binding unless executed in writing by the parties.
1.3 The Conditions contain the entire terms and conditions of the contract between the Seller and you and (subject to any rule of law incapable of being over-ridden) operate to displace any rule of law and terms and conditions imposed or sought to be imposed by you which might otherwise apply.
2.1 If the Company does not send you written notice that your order has been rejected within 2 Working Days of your order, then the Company shall be deemed to have accepted your order. The Seller's right is reserved (without prejudice to any other remedy) to reject any order. For the avoidance of doubt, by placing an order, you are agreeing that such order is subject to the Conditions.
2.2 If goods are to be personalised by the Seller in accordance with a specification or specific request submitted by you, you shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller arising from any claim for infringement of any patent, copyright, design, trade mark or other intellectual property rights of any other person which results directly or indirectly from the Seller's use of your specification.
2.3 The Seller reserves the right to make any changes in the specification of goods which are required to conform with any applicable statutory or EU requirements.
3 Purchase Price and Payment
3.1 All accounts are due for payment 30 days after date on invoice. Late payments are subject to interest charges as per (EU) Statutory Instrument No.: 388 of 2002. The seller is obliged to charge the buyer interest if the credit exceeds the 30 days as laid down by statute. The interest specified in the legislation for the period to 31st December 2002 is 9.75% p.a. The equates to 0.0267% for each day in excess of the thirty-day period in which the debt is outstanding. Where payment is not received within this period, interest will be charged daily for each day in excess of the thirty days from the date of our invoice.
3.2 Where you are a Designated Account Holder, payment in full for goods shall be made to the Seller strictly within thirty days of the date of the Seller's invoice. If you are not a Designated Account Holder, then payment in full for goods must be made at the time of placing your order. The Seller shall charge interest on overdue payments at the rate of eight per cent per annum above the base lending rate for the time being of the Bank of Ireland Plc.
3.3 The prices set out on the Seller's website are exclusive of any value added tax and other applicable sales taxes. You shall be additionally liable to pay such taxes to the Seller.
3.4 The prices set out on the Seller's website are exclusive of handling and carriage charges. You shall be additionally liable to pay the Seller the following charges to cover handling and carriage:
Overseas: On Application
The €10.00 (ex.vat) handling and carriage charge will be waived in respect of all deliveries, where the net price of the goods to be delivered (excluding VAT) exceeds €100.00. Overseas deliveries are still subject to a delivery charge which will be given upon application.
3.5 If you fail to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the contract, suspend any further deliveries and withdraw credit facilities to you.
3.6 All payments can be made by you in either Euro or Pounds Sterling.
4.1 Delivery is usually within 7 Working Days from receipt by the Seller of your order. Please advise us if goods have not been received within 21 Working Days from the date of ordering. Despatch can occasionally be delayed, particularly prior to Christmas and Easter, when goods are being made to order, or when popularity depletes stocks of some items. Goods required urgently should be notified at the time of ordering.
4.2 Whilst delivery dates are given by the Seller in good faith based upon information available to the Seller, such dates are not guaranteed and the Seller accepts no liability for delay in delivery howsoever caused and no delay of 30 days or less from the date of your order shall entitle you to reject any such delivery or any further instalments or part of the order or to repudiate the contract or the order or any part thereof or to claim any damages or compensation in respect of any such delay.
4.3 Any shortage of delivery or faulty goods must be notified to the Seller in writing within 7 Working Days of delivery of the goods.
4.4 If the Seller fails to deliver the goods for any reason other than any cause beyond the Seller's reasonable control or your default, and the Seller is accordingly liable to you, the Seller's liability shall be limited to the excess (if any) of the cost to you (in the cheapest available market) of similar goods to replace those not delivered over the price of the goods.
4.5 You have the right to return the goods within 7 Working Days from the date of delivery by giving us notice of your wish to do so. If you decide to return the goods, then you do so at your own expense [(unless the goods delivered were substitutes for the goods which you ordered)] and it shall be your responsibility to ensure that the goods are received by the Seller and are not damaged in transit. The Seller will refund the price of the goods to you within 30 days of receipt by the Seller of your notice that you wish to return the goods provided the goods have been returned to the Seller. Accordingly, you must retain possession of the goods and take reasonable care of them whilst they are in your possession, in any event for seven Working Days from delivery and, if you give us notice that you wish to return the goods, until you deliver the goods to the Seller. This right does not apply if the goods were made or personalised to your specification.
5 Risk of Loss
5.1 The risk of loss or damage to goods shall pass to you when the goods are released by the Seller from its premises to you or to any carrier authorised by the Seller or by you to collect the goods.
5.2 You shall be responsible for all costs of insurance of the goods from the time that risk of loss passes to you.
6 Unforeseen Delay
Neither party shall be responsible for any losses resulting if the fulfilment of any term of the contract is delayed or prevented by any cause beyond its reasonable control.
7 Local Taxes
In case any tax or duty (including but not limited to import duty, VAT or other sales tax) should be imposed or collected under the laws of the country of you or any governmental unit thereof, whether now in existence or hereafter enacted, with respect to the goods or the manufacture, purchase, sale or use thereof which shall increase the cost to the Seller, then, and in every such event, the Seller shall have the right to increase the price of the goods to the extent necessary to meet such increased cost and the amount of any such tax may be included in the invoice for the goods or services to be provided under the contract or may be invoiced at a later date. For the avoidance of doubt you shall be responsible and liable for all import duties, VAT or other sales tax charged or levied on all goods ordered by you and sold to you by the Seller.
8 Warranties and Liability
8.1 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 free from all material defects in material and workmanship for a period of one month from delivery.
8.2 The above warranty is given by the Seller subject to the following conditions:
8.2.1 the Seller shall be under no liability in respect of any defect in the goods arising from any drawing, design or specification supplied by you;
8.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller's instructions (whether oral or in writing), misuse or alteration or repair of the goods without the Seller's approval;
8.2.3 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the goods has not been paid.
8.3 Your statutory rights are not affected by the Conditions.
8.4 Any claim by you which is based on any defect in the quality or condition of the goods or their failure to correspond with a particular specification shall (whether or not delivery is refused by you) be notified to the Seller within 7 Working Days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time not exceeding [one month] after discovery of the defect or failure. If delivery is not refused, and you do not notify the Seller accordingly within 7 Working Days of the date of delivery or such reasonable time, you shall not be entitled to reject the goods.
8.5 Where a valid claim in respect of goods based on any defect in their quality or condition or their failure to meet a particular specification is notified to the Seller in accordance with the Conditions, the Seller shall be entitled to replace the goods (or the part in question) free of charge or, at the Seller's sole discretion, refund to you the price of the goods (or a proportionate part thereof), but shall have no further liability to you.
8.6 Except in respect of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to you by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any special or consequential loss or damage (whether for loss of profit, goodwill, turnover or otherwise), costs, expenses or other claims for compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise directly or indirectly out of or in connection with the supply of the goods or their use by you, and the entire liability of the Seller under or in connection with the contract shall not exceed the price of the goods supplied pursuant to the contract except as expressly provided in the Conditions.
8.7 The Seller shall be under no liability in respect of any defect in the goods arising from any specification supplied by you.
9 Retention of Title
The property in any goods shall pass to you when, and shall not pass to you until, the Seller has been paid for them in full together with the full price due to the Seller for any other goods the subject of any other contract between the Seller and you.
10 Your Use of the Goods
You shall be responsible for and agree to instruct users of the goods sold to you on the safe and proper use of the goods and you shall ensure that where goods are accompanied by an instruction leaflet that all persons using the goods shall read such instruction leaflet. It is understood and agreed that failure by you to conform with these requirements obviates any responsibility on the Seller for safety and you agree to indemnify and keep the Seller harmless from and against any liability, damages, costs and expenses, including reasonable legal fees and expenses, which may be incurred by the Seller as a result of your failure to comply with the requirements of this Condition.
11 Insolvency of Buyer
11.1 This Condition applies if:
11.1.1 you make any voluntary arrangement with your creditors or (being an individual or firm) become bankrupt or (being a company) become subject to an administration order or go into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
11.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of your property or assets; or
11.1.3 you cease, or threaten to cease, to carry on business; or
11.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to you and notifies you accordingly.
11.2 If this Condition applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to you, and if the goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangements to the contrary.
12 Seller's Remedies
In addition to the rights and remedies contained in the Conditions, the Seller shall have all the rights and remedies afforded to a Seller pursuant to any rule of law. All rights and remedies of the Seller under the Conditions shall be cumulative and not in the alternative.
13 Assignment and Third Party Rights
13.1 The contract and the rights granted under the Conditions shall not be assigned by you without the prior written consent of the Seller. Any assignment or purported assignment by you shall be wholly void and ineffective for all purposes unless made in conformity with this Condition. The Conditions shall be binding upon and shall inure for the benefit of the parties and their respective successors and permitted assigns.
13.2 Notwithstanding anything to the contrary in these Conditions, nothing in these Conditions or the contract shall confer on any third party any rights or benefits as against the Seller.
14.1 Failure by the Seller or by you at any time to require performance of any provision of the contract shall not affect the rights of the Seller or you to enforce such provision at a later time.
14.2 No waiver by the Seller or you of any Condition or the breach of any term, covenant, representation, or warranty contained in the contract (whether express or given by conduct or otherwise) in any instance shall be a further or continuing waiver of any Condition or breach or a waiver of any other Condition or deemed to be or construed as a breach of any other term, covenant, representation or warranty in the contract.
The Contract and the Conditions shall be governed by and construed according to Irish Law. The invalidity or unenforceability of any particular Condition or any other term of the contract shall not affect the other provisions and the contract shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
16.1 In the context of these Standard Terms and Conditions of Sale:
16.1.1 'the Seller' means John G. Rathborne Limited, Unit 45 Rosemount Park Drive, Rosemount Business Park, Blanchardstown, Dublin 11 and includes the Seller's duly appointed representatives or agents;
16.1.2 'you' means anyone who places an order to buy goods from the Seller;
16.1.3 'contract' means a contract for the sale of goods by the Seller;
16.1.4 'goods' means all and any goods, materials or products of whatsoever description, supplied, sold or distributed by the Seller;
16.1.5 'Conditions' means these terms and conditions and any of them;
16.1.6 'Designated Account Holder' means a customer of the Seller who has been designated in writing as such;
16.1.7 The singular shall include the plural and vice versa and each of the male, female and neutral pronouns shall be interchangeable;
16.1.8 Headings are for convenience only and do not affect the construction or interpretation of the Conditions;
16.1.9 Reference to any rule of law includes common law, statute or statutory regulations, applicable laws of the European Union and the decisions of any court of competent jurisdiction;
16.1.10 Reference to any statute includes any re-enactment or modification of such statute.