Accutool

ACCUTOOL LTD STANDARD TERMS & CONDITIONS OF SALE

(Version 9.0.1)

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Accutool Ltd Version 9.0.1

Standard Terms & Conditions of Sale 1 01/10/08

1.0 GENERAL

In particular, all reference to goods shall be interpreted to include all goods and materials supplied under a contract for the supply of services.

 

1.2 These Terms and Conditions shall apply to all sales of goods and the supply of all Services by Accutool Ltd (“the Company”), its employees and agents to the Person

Firm or company proposing to purchase (“the Customer”) from the Company and supersede all previous Terms and Conditions appearing in any advertisement of the Company or elsewhere and any advice, representation, promise, condition, inducement or warranty, express or implied, given by the Company not included in writing in this Contract and no variation or purported variation (including in particular any Terms and conditions on the Customer’s Contract or Tender Documents and / or drawings (where submitted), whether before or after the making of the Contract, shall have effect unless expressly agreed in writing by a duly authorised officer of the Company.

 

1.3 The Customer agrees that all quotations and/or estimates furnished in respect of Goods and/or Services of the

Company shall constitute invitations to treat only on the part of the Company, and are given without prejudice to

the right of the Company to vary any of the contents thereof at any time. There shall be no contract between the

Company and the Customer until the Customer’s order is accepted orally and confirmed in writing or in writing by

the Company as per section 8, which acceptance shall be the subject of section 1.2 above.

 

2.0 DELIVERY

2.1 The Company will use its best endeavors to deliver all goods within a reasonable time

and at the date and within the time specified (if any).

 

2.2 All delivery dates given by the Company are made honestly and on reasonable grounds

But shall be estimates only and the Company shall not be liable for any damage or

Inconvenience or any loss however caused, suffered by the Customer as a result of such

Delivery dates not been met.

 

2.3 If due to delays beyond the company's control (“Force Majeure”) the Company is

prevented from delivering any Goods and/or Services by the appropriate delivery date, such

date shall be postponed for a reasonable period. Beyond such period the Company may,

without liability, cancel part or all of the contract as regards such Goods and/or Services or

the Customer may without liability cancel part or all of the Contract without liability, unless

the goods either have been or are in, the course of manufacture (including liability for

materials ordered and/or delivered), or have been appropriated by the Company.

 

2.4 If due to delays beyond the Company’s control or it’s suppliers, Goods and/or Services

have not been delivered within the specified time, the Company shall not be liable for

expense, loss or damage, direct or indirect suffered by the Customer as a result.

 

2.5 Where the Customer is entitled to call off goods under a purchase order at intervals it shall

take delivery of the goods immediately upon the delivery dates or at the intervals stated in the

purchase order or as soon thereafter as it is notified by the Company that the goods are

available for delivery.

 

2.6 Any Goods and/or Services ordered by the Customer but not delivered, within six weeks

from the date of the original order, save for “Force Majeure”, shall be invoiced to the

Customer as if the Goods and/or Services had been delivered, unless it is expressly agreed in

writing by the company beforehand. Once invoiced the Customer has two weeks to take

delivery of the Goods and/or Services otherwise they may be disposed off as the Company

sees fit without recourse to the Customer. Storage of goods may be arranged between the

Company and the Customer, but only if the goods have been paid for in full. Storage charges

may be applied at the Company’s discretion. Any such charges will incorporate a handling

and storage costs.

 

2.7 The Customer shall take delivery of the goods tendered notwithstanding that the quantity

so delivered shall be either greater or less than the quantity ordered provided that such a

discrepancy in quantity shall not exceed 10% and the price will be adjusted pro rata to the

discrepancy.

 

2.8 The Company shall deliver goods in a manner according to its normal practice unless

informed by the Customer of its specific packaging or delivery requirements. The Customer

shall inform the Company in writing of such requirements at least three days prior to delivery.

Notwithstanding section 2.7 where there is conflict between the quantities specified in the

Customer’s purchase order and the Customer’s specific packaging or delivery requirements

the Company may at it’s sole discretion increase or decrease the delivery of product to

comply with either requirement. As in Section 2.7 the price will be adjusted pro rata to the

increase or decrease in product delivered.

 

2.9 If any delivery of goods is rejected by the customer, for reasons not the responsibility of

the company, then any additional delivery charges incurred shall be invoiced to the customer

plus a handling charge of 10% of the sales value of the delivery.

 

2.10 If on inspection, quantities of goods delivered differ from the quantities on the delivery

docket, then the goods should be returned to the company. Under no circumstance should the

delivery documentation be altered.

 

3.0 INSURANCE AND RISK

3.1 The customer shall carry all risk of loss and damage to the Goods and/or Services or any

part of them from the time of delivery to any place stipulated by the Customer and/or to the

Customer or his agents.

 

3.2 From the date of delivery, the Customer shall: -

       3.2.1 Indemnify and keep indemnified the Company against all loss and damage to the

                 Goods and/or Services or part thereof.

       3.2.2 Insure and keep insured the Goods and/or Services in an amount at least equal to the

                 invoiced amount to the Customer by the Company.

       3.2.3 Hold upon trust for the Company absolutely all proceeds of any such insurance.

 

3.3 It is understood and agreed by the Customer that the Company is not an insurer and that

any insurance in respect of the Goods and/or Services should be at the expense of the

Customer.

 

4.0 TERMS OF PAYMENT

4.1 Unless otherwise agreed in writing, all charges shall be as specified in the Customer’s

Application for Credit and shall be exclusive of VAT (“Value Added Tax”) and any other

applicable taxes and/or duties.

 

4.2 All payments shall be made without deduction or deferment or setoff on account of

disputes, warranty claims or for any other reason whatsoever. If a Customer who is not a

consumer, shall fail to make payment in accordance with these Terms for the Goods and/or

Services (including terms under “Granting an Application for a Credit Account”) provided

under this or any other contract the Customer may have with the Company, then the Company

may suspend further supply of Goods and/or Services or credit. If such payment or part

thereof shall remain in arrears for seven days after written demand shall have been made, then

the Company may cancel this and other credit facility and without prejudice to any other right

which the company shall have.

 

4.3 Without prejudice the Customer shall pay to the Company interest on overdue payments

at the rate of 8% per annum. Such interest will be payable on demand and may be charged

daily and added to the balance of overdue payments and will compound annually. This clause

shall not be taken as limiting the Company’s rights under section 8 of this contract.

 

4.4 The customer shall pay to the Company the whole of the price of the Goods and/or

Services supplied within 30 days from date of invoice unless there is an express agreement

(e.g.“Granting an Application for a Credit Account”) in writing between the parties that other

terms of payment shall apply, but in either case shall be the essence. If delivery of the Goods

and/or Services or material shall be prevented or delayed by the Customer, payment shall be

made by the due date as if there had been no such prevention or delay.

 

4.5 The company may resort at it’s own discretion, to legal action in order to recover any

monies due by the customer outside of the agreed credit terms. If such legal action is taken,

the customer will be liable for all costs incurred in recovery of the debt.

 

4.6 The Company may at any time and without prior default by the Customer refuse further

orders or at it’s sole discretion, accept such orders subject to amended Terms and Conditions.

 

5.0 LIMITATION OF LIABILITY

5.1 Subject to section 5.2 hereof the Company makes no warranty or representation as to the

quality of any goods or their fitness for a particular purpose or their conformity with any

description or sample unless such warranty or representation has been expressly stated in

writing by the Company. Further, the Company will not be responsible to the Customer or

any other person for damage, injury or loss of any kind whatsoever (including loss of profits

and consequential loss) to any property, persons or animals caused directly or indirectly by

the goods supplied, advice given or any act or omission by the Company and the Customer

shall indemnify the company in respect of all claims made by any person against the

Customer or the Company in respect of such damage, injury or loss.

 

5.2 The exemption from the provisions of Section 13, 14 and 15 of the Sales of Goods Act

and the Supply of Services Act 1980 (“the 1980 Act”) contained in clause 5.1 hereof shall, in

all cases other than a contract for the international sale of goods (as defined in “the 1980

Act”), be subject to the restrictions on such exemptions contained in section 55(4) of the 1893

Act (as inserted by section 22 of the 1980 Act).

 

5.3 Any claim by the Customer which is based on any defect in the quality or condition of the

goods or their failure to correspond with specification shall (whether or not the delivery is

refused by the Customer) be notified to the Company within 24 hours from the date of

delivery or (where the defect or failure was not apparent on reasonable inspection) within a

reasonable period of time after the discovery of the defect or failure. After notification the

company shall issue an incident number which must accompany any samples of defective

goods or related correspondence thereafter. The customer shall send samples of goods with

the alleged defect to the company for inspection, quoting the aforementioned incident

number. Once the company accepts the goods are defective, the company will issue a

complaints number under which the goods may be returned. No returns will be accepted by

the company unless they are accompanied by a valid complaints number.

If the Customer shall not be entitled to reject the goods, the Company shall have no liability

for such defect or failure and the Customer shall be bound to pay the price as if the goods had

been delivered in accordance with the contract.

 

5.4 Where any valid claim in respect of any of the goods which is based on any defect in the

quality or condition of the goods or their failure to meet specifications is notified to the

Company in accordance with these conditions, the Company shall be entitled to replace the

goods (or part thereof) free of charge or at the Company’s sole discretion, refund to the

Customer the price of the goods (or a proportionate part thereof), but the Company shall have

no further liability to the Customer.

 

6.0 RESERVATION OF TITLE

6.1 The ownership of the goods shall remain the property of the Company, which reserves

the right to dispose of the goods until payment is made in full for all the goods which have

been received by it in accordance with the terms of this contract or until such time as the

Customer sells the goods to it’s customers by way of bona fide sale at full market value. If

such payment is overdue in whole or in part the Company may (without prejudice to any of its

other rights) recover or resell the goods or any part of them and may enter upon the

Customer’s premises by it’s servants or agents for that purpose. Such payment shall become

due immediately upon the commencement of any act or proceeding in which the buyer’s

solvency is involved. If any of the goods are incorporated in or used as goods for other goods

before such payments the property in the whole of such other goods shall be and remain with

the Company until such payment has been made, or the other goods have been sold aforesaid,

and the Company’s rights hereunder in the goods shall extend to those other goods.

 

6.2 Until ownership of the goods has passed to the Customer the Customer must:

      6.2.1 Hold the goods on a fiduciary basis as the Company's bailee;

      6.2.2 Store the goods (at no cost to the Company) separately from all other goods of the

               Customer or any third party in such a way that they remain readily identifiable as the

               Company’s property.

      6.2.3 Not destroy, deface or obscure any identifying mark or packaging on or relating to the

               goods.

      6.2.4 Maintain the goods in a satisfactory condition insured on the Company's behalf for

               their full price against all risks to the reasonable satisfaction of the Company and on

               request the Customer shall produce the policy of insurance to the Company; and

       6.2.5 Hold the proceeds of any insurance referred to in section 6.2 (d) on trust for the

              Company and not mix them with any other money, nor pay the proceeds into an

              overdrawn account.

 

7.0 DEFAULT BY THE CUSTOMER

If the Customer: -

7.0.1 fails to comply with any term of it’s obligations including stipulations as to payment;

7.0.2 commits any act of bankruptcy or receives any Petition or Receiving Order in

bankruptcy, makes an arrangement for a composition with creditors or suffers any

distress or execution or;

7.0.2 resolves or is ordered to be wound up or has a Receiver or an examiner appointed

then in any such event the Company shall have the right (without prejudice to any

other remedies) to cancel an uncompleted order, to hold or suspend delivery of goods

or supply of further credit hereunder, to take repossession of goods and to demand

payment forthwith all sums due by the Customer to the Company.

 

8.0 ORDERS

8.1 No contract shall exist between the parties until the company has accepted an order from

the Customer. The placing of an order by the Customer shall not be sufficient to establish

contractual relations even though the Company shall have previously issued a quotation.

 

8.2 Customers may place orders stated in the Company’s quotation or Company’s current

price list where one has been issued.

 

8.3 All quotations are made and given on the understanding that the whole of the quantity to

which the quoted price relates will be ordered. Should part of such a quantity be delivered,

and the Customer cancel or refuse to accept delivery of the balance, the Company shall have

the option of re-invoicing the quantity delivered at the Company’s quoted price for the

quantity delivered or current price list or invoicing the balance undelivered at the quotation

price.

 

8.4 The Company will notify acceptance of a Customer’s order by forwarding to the

Customer an Order Acknowledgement. In certain circumstances an Order Acknowledgement

may be issued after the goods have been delivered, particularly where the Customer requires

urgent delivery of the goods and/or gives a verbal order.

 

8.5 The placing of an order by the Customer with the Company is an acceptance of these

Standard Terms and Conditions of Sale.

 

9.0 VARIATION IN PRICE

9.1 The Company shall be entitled to adjust the purchase price of the goods before or after the

making of the contract to which these terms relate in the event of any variations in the costs

of the goods supplied to the Customer or any part thereof caused by any reason whatsoever

beyond the control of the Company including (without prejudice of the generality of the

forgoing) changes in exchange rates or the action of any Government or Authority.

 

9.2 If the purchase price at the date of delivery shall be higher than the price at the date of the

Order Acknowledgement, the Customer may within seven calendar days after receipt of

notice of the adjusted price by the Customer and provided that the goods are not scheduled for

production, in production, manufactured or in transit terminate the contract to which these

terms relate with respect to such goods and/or goods thereafter to be delivered under the terms

hereof without further obligation or liability on the part of either party.

 

10.0 COPYRIGHT AND PATENTS

The Company retains all copyrights, patents and the right of legal protection of registered

designs in it’s drawings, specifications, documents etc... appended to quotations forwarded to

Customers for their personal use only. They may neither be copied in whole or in part nor

made accessible to third parties without the Company’s express written consent.

 

11.0 HEALTH AND SAFETY AT WORK

The Customer will ensure that the goods are properly and safely used and stored in

accordance with any instructions that may have been supplied by the Company and with good

trade practice and that they will be safe and without risk to health or safety when used.

 

12.0 NOTICE

Any notice or direction to be served by any party hereto or any other party hereto shall unless

otherwise stated, be sufficiently served if delivered by hand or post by prepaid registered post

to the last known address of the person to be served and any such notice shall be deemed to

have been served at the time of delivery or three business days after the time of posting as the

case may be and for the purposes of this clause the expression business day shall mean a day

upon which the associated banks are open for business in Dublin.

 

13.0 ENFORCEABILITY

Any provision of this contract which is prohibited or unlawful or unenforceable under any

applicable law shall (to the extent required by such law) be ineffective without modifying the

remaining provisions so that the contract shall be binding and enforceable in accordance with

these terms.

 

14.0 GOVERNING LAW

This contract shall be governed and construed in all respects in accordance with the laws of

the Republic of Ireland and all contracts between the Customer and the Company shall be

deemed to be made in the District Court Dublin.

Document ends

Accutool Partner - IBM Accutool Partner - Pfizer Accutool Partner - HP Accutool Partner - Ministry of Defence Accutool Partner - Shell Accutool Partner - Pratt and Whitney

Contact Information

Address: Plato Business Park, Mulhuddart, Dublin 15, Ireland

Tel: +(353) 1 8066020

Fax: +(353) 1 8066117

Email: Sales@accutool.ie

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