Terms & Conditions
CONDITIONS OF SALE
Orders are accepted only upon and subject to Seller’s Condition of Sale as herein printed. No term of any Buyer’s order inconsistent with Sellers Condition of Sale is to form part of any contract between Buyers and Sellers. The Seller’s obligation to the Buyer is merely to supply the Goods ordered by the Buyer from the Seller and the Seller shall not be under any obligation whatsoever to unload or install any such Goods.
The Sellers are not responsible for any loss, damage or expense caused by delay in delivery or failure to deliver as the result of strikes, penalty clauses or other unforeseen circumstances beyond the Sellers control. Dates given by the Sellers for delivery are only approximate and deliveries may be wholly or partially suspended. No responsibility is undertaken to affect delivery by a specified date, although every endeavour will be made to carry out Buyers requirements in this respect. Each delivery to be considered a separate Contract and failure of any delivery shall not vitiate the Contract as to others. Notwithstanding that the Seller may be delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full.
3. Conditions and Warranties
No condition is made or to be implied nor any warranty given or to be implied as to the quality, condition or fitness of the Goods supplied or that they will be suitable for any particular purpose, or for use under any specific conditions, notwithstanding that such purpose or conditions may be known to the Seller. Further all conditions and warranties under the statute or common law are hereby expressly excluded. The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of the Contract. In the event of any breach of the Contract by the Seller the remedies of the Buyer shall be limited to damages save as contained elsewhere in these Conditions. Under no circumstances shall the liability of the Seller exceed the price of the Goods.
4. Defective Materials
Goods represented by the Buyer to be defective shall not form the subject of any claim for work done by the Buyer or for any loss, damage or expense whatsoever arising directly or indirectly from such defects, but such goods, if returned to the Seller and accepted by him as defective, will at the request of the Buyer and if practicable be replaced as originally ordered. Defects in quality of dimensions in any delivery shall not be a ground for cancellation of the remainder of the Order or Contract.
The Buyers or the persons to whom the Goods shall have been delivered at the Buyers’ request shall inspect the Goods immediately on arrival thereof and shall within three days from such arrival give notice to the Sellers of any matter of thing by reason whereof the Buyers or such persons may allege that the Goods are not in accordance with the Contract. If the Buyer or such persons shall fail to give such notice within the said period the Goods shall be deemed to be in respects in accordance with the Contract, and the Buyer shall be bound to accept and pay for the same accordingly.
6. Damage in Transit
No claim for damage in transit, shortage of delivery, or loss of Goods will be entertained unless, in the case of damage in transit or shortage of delivery a separate notice in writing is given to the Carrier concerned and to the Seller within three days of the receipt of Goods followed by a complete claim in writing within seven days of receipt of the Goods and unless the Sellers are given an opportunity to examine the Goods, and in case of loss of Goods notice in writing is given to the Carrier concerned and to the Seller and a complete claim in writing made within seven days of the date of consignment. Where Goods are accepted from the Carrier concerned without being checked, the delivery book of the Carrier concerned must be signed, “not examined”. The Buyer must afford the Seller reasonable opportunity and facility to investigate any alleged loss or damage and if requested in writing by the Seller must promptly return any Goods, which are alleged to have been damaged to the Seller. The Seller, once satisfied that Goods have been lost or damaged, will within a reasonable working time (such time to be at the Seller’s sole discretion) either:-
(a) Replace or re-supply the Goods which have been lost or damaged; or
(b) take such steps, as the Seller deems necessary to repair the damage to the Goods.
Upon replacement, re-supply or repair of the Goods the Buyer shall complete a document in a form specified by the Seller confirming that the Buyer is wholly satisfied with the action taken by the Seller with regard to the Goods and also confirming that the action taken by the Seller is a complete discharge of the Sellers liabilities to the Buyer under this Condition 6.
For the avoidance of doubt the Seller shall be under no liability in respect of any defect or damage to the Goods arising from fair wear and tear, wilful damage, negligence, failure to follow the Seller’s instructions (whether oral or in writing) and/or mishandling of the Goods by the Buyer.
7. Design Advice
The Seller may if requested assist the Buyer by providing suggested designs and specifications to the Buyer. The Buyer acknowledges that such designs and specifications are merely by way of suggestion and the Buyer is responsible for obtaining independent advice on the merits of such suggestions. The Seller accepts no responsibility or liability howsoever arising in of any loss, damage or inconvenience incurred by the Buyer, his servants or agents in respect of such suggestions or reliance thereupon.
8. In the event of an outbreak of hostility (whether war is declared or not) on the island of Ireland or in which Ireland is involved, or in the event of a national emergency, or if the Seller’s work should become directly or indirectly so engaged on Government orders or Orders under priority directions as to prevent or delay work on other Orders, the Seller shall be entitled at any time, on notice to the Buyer, to make partial deliveries only or to determine the Contract, without prejudice in any case to rights accrued in respect of deliveries made.
9. If the Buyer shall make default in or commit a breach of the Contract or of any other of his obligations to the Seller or if any distress or execution shall be levied upon the Buyer’s property or assets or if the Buyer shall make or offer to make any arrangement or composition with Creditors, or commit any act of bankruptcy, or if any Petition or Receiving Order in bankruptcy shall be presented or made against him or if the Buyer is a Limited Company and any Resolution or Petition to wind up such Company’s Business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented or if a Receiver of such Company’s Undertaking, property or assets or any part hereof shall be appointed, the Seller shall have the right forthwith to determine any Contract then subsiding and upon written Notice of such determination being posted to the Buyer’s last known address any subsisting Contracts shall be deemed to have been determined without prejudice to any claim or right the Seller may otherwise make or exercise.
The Seller shall not be liable for any claims in respect of death or injury howsoever caused to any of the employees or those of the agents of sub-contractors of the Buyer while in or about the Buyer’s premises or any place of business save where such death or injury results from the negligence of the Seller. Further the Buyer shall indemnify the Seller against all damages, penalties, costs and expenses to which the Seller may become liable as a result of work done in accordance with the Buyers specification which involves the infringement of any letters, patent or registered design.
Any disputes which arise between the Parties under, out of or in connection with this agreement or the subject matter of this agreement shall be decided by an Arbitrator to be appointed by agreement of the parties or in default of agreement by the Chairman for the time being of the Bar Council of Ireland which said arbitration shall be an arbitration pursuant to the Arbitration Acts 1954 to present as amended together with all other amendments and regulations made or to be made thereunder.
Any price quoted by the Sellers in respect of Goods or design suggestions made pursuant to Condition 7 or for the hire of equipment pursuant to Condition 23 or on-site rolling pursuant to Condition 24 or comprised in the Order or Contract is provisional only but in the case of Orders or Contract or any part thereof accepted for delivery within 7 days of the date of acceptance of the Order or Contract the prices will remain firm notwithstanding any variation in costs. In the case of Order of Contract the price will be subject to reduction or increase as may be applicable at the date of dispatch of the Goods and of each consignment thereof in consequence of variation in costs including cost of raw materials.
Save as otherwise agreed in writing by the Seller all accounts must be paid in full before the end of the month following the month of delivery in respects of Goods and within 30 days of the date of the Sellers invoice in respect of design suggestions made pursuant to Condition 7 and equipment hired pursuant to Condition 23. If any monies to be paid by the Buyer to the Seller hereunder are not paid on their due date they shall carry interest at 2.5% over the Sellers bank base rate from the date on which they were incurred to the date of payment to apply both before and after judgement. No amounts must be deducted for claims on pallets unless a credit note has been received from the Sellers in conjunction with that specific item.
If the Buyer fails to make any payment on the due date then without prejudice to any of the Sellers other rights the Seller may suspend or cancel delivery of any other Goods due to the Buyer.
14. Property and Risk
The title in the goods shall not pass to the Customer until the Customer shall have discharged all sums due by the Customer to the Company at the date of the final handing over of possession of the Goods whether such sums shall be due on foot of this transaction or shall be due on foot of some other transaction or transactions. So long as property in the Goods remain with the Seller, and the Buyer is in breach of any obligation under the Contract, the Seller may without prior notice to the Buyer re-take possession of the Goods and for that purpose to go upon any premises occupied by the Buyer and on such re-taking of possession this Contract shall be terminated but without prejudice to the rights of the Seller to enforce any other or additional remedy.
Unless otherwise specified on official orders, all dispatches will be made in a maximum of 2 tonne bundles.
16. Bulk Orders
All orders placed by the Buyer must be completed and paid for within a period of 6 months from the first delivery. If such Orders are not completed within the said period the total balance remaining on the said orders will be invoiced in one sum and the Buyer shall be liable for the whole amount.
17. Blanket Orders
All orders placed by the Buyer for call-off must be completed and paid for within a period of 6 months from the first delivery. Failure to do this will result in the total balance remaining being invoiced in one sum.
18. All tolerances on dimension and gauge will be subject to the RMSA Design Guides in force at the time of execution of this Contract or in default to the MCMRA Standards of Tolerance (February 1995) and to EN10143: 1993 and EN495-4: 1993 unless otherwise stated on our order acknowledgement.
19. When supplied with Goods the Buyer will comply with all appropriate regulations and legislation relating to the Goods including without limitation the Dangerous Substances Act 1972 as amended including all regulations and secondary legislation made thereunder and also the Safety, Health and Welfare at Work Act 1989 as amended including all regulations and secondary legislation made thereunder.
20. The Buyer is required to provide details of any product supplied by the Seller to the planning supervisor and principal contractor of a project, or to provide the Seller with their details so that the Seller may be able to supply them with the information itself.
If any Contract is cancelled by the Buyer the Seller is entitled to be paid for all Goods supplied to the Buyer up to the date of receipt of notice of cancellation and in addition to be reimbursed for costs incurred by the Seller to the date of receipt of such notice of cancellation and the loss of anticipated profit under the Contract.
The foregoing conditions shall apply to export sales as amended by the provisions of this Condition:-
(a) Save as agreed in writing by the Seller the Contract is conditional upon the Buyer providing a confirmed irrevocable letter of credit drawn on a United Kingdom bank nominated by the Seller for the full amount of the price agreed pursuant to Condition 12.
(b) Where any sum is stated on the face hereof in any foreign currency the Buyer shall pay to the Seller such amount of foreign currency as will ensure that the Seller receives in pounds sterling an amount equal to the pounds sterling equivalent at the date hereof of the sum stated in foreign currency on the face hereof.
(c) Delivery shall be made and risk shall pass in accordance with the terms endorsed on the face hereof.
(d) The Buyer shall promptly obtain all necessary import licenses, clearances and other consents necessary for the purchase of the Goods. The Seller shall on request endeavour to supply all documents reasonably required by the Buyer for this purpose.
23. Hire of Equipment
The Seller may from time to time agree to permit the Buyer to hire equipment from the Seller for the purpose of enabling the
Buyer to install the Goods. Unless otherwise agreed by the Seller the Buyer shall be required to pay the Seller a weekly hire charge pursuant to Condition 12.
Whilst the equipment hired pursuant to this Condition is in the possession of the Buyer the Buyer shall be responsible for all damage caused to such equipment and shall reimburse the Seller the full cost of repairing or replacing such damaged equipment. The decision as to whether such equipment should be repaired or replaced shall be at the Seller’s sole discretion.
24. On-site Rolling
The Seller may agree to provide the Buyer with on-site rolling services at the Buyer’s site under the terms set out below at a cost agreed pursuant to Condition 12. Before the Seller agrees to provide on-site rolling services, the Buyer shall ensure that the Buyer’s site is adequate for the provision of such services. The Buyer’s site shall possess a hard stand measuring a minimum of 15 metres by 15 metres of the length of the longest sheet to be rolled (if longer). The Buyer’s site shall have sufficient storage area set aside for the total roof area of rolled sheets to be stored and the Buyer shall take all reasonable precautions to ensure that the site is secure. The Buyer shall also be required to provide skip facilities adjacent to the rolling area to allow for disposal or rubbish.
The Buyer is required to ensure that a rough terrain forklift truck, with a minimum lifting capacity of not less than 3 tonnes, or crane is made available for the loading of the coil onto the roll former. The Buyer shall be responsible for cranage of all rolled sheets onto the roof of the building under construction. The
Seller shall specify to the Buyer the amount of manpower the Buyer is required to provide to the Seller for the purpose of providing the on-site rolling and the Buyer shall be responsible for ensuring that such manpower is made available to the Seller.
The Seller will supply the Buyer with a lifting beam and slings if requested by the Buyer. The cost for such use shall be agreed between the parties pursuant to Condition 23. For the avoidance of doubt all coil stock on the Buyer’s site from time to time is the Property of the Seller and the title in such coil stock shall at all times remain with the Seller. Risk of damage to or loss of the profiled sheet once rolled will pass to the Buyer upon acceptance by the Buyer of the rolled sheet from the Seller.
25. These conditions and the Contract shall be subject to and construed in accordance with the law pertaining in the Republic of Ireland.