All contracts of sale of goods and supply of services made on or behalf of MID Glass Fibre Supplies (hereinafter known as “the Seller” or “the Company”) to any other person and shall prevail over any inconsistent terms or conditions contained in or referred to Customer orders or in correspondence or elsewhere and all or any conditions or stipulations contrary to these are hereby excluded and extinguished.
“Buyer” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller and may also be referred to as “the Customer” “Goods” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions “Seller” means the MID Glass Fibre Supplies Ltd a company incorporated in Ireland under Companies Registration Office No 497442 whose registered office is at A5 Clonlara, Baldonnell Business Park, Baldonnell, Dublin 22. “Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller “Contract” means the contract for the purchase and sale of the Goods “Writing” includes facsimile, e-mail and comparable means of communication “Delivery Point” means the address for delivery of Goods as described on the Buyer’s order or any other address supplied by the Buyer. “Delivery Time” means the date and time quoted or agreed to by the Seller that the Goods will be delivered to the Delivery Point as evidenced by the Seller or his agent/courier. “Material Guarantee Registration” relates to Crystic Roof products and means the British Standard evidenced certification and Fire certification registration process managed by Scott Bader Ltd. “BBA Certification “means the Board of British Agrement Certificate 12/4951 and supporting Regulations and Technical Specification supporting certification. “Defective goods” are goods that do not meet manufacture standards.
2. CONTRACT OF SALE
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms. 2.2 Quotations by the Seller shall not constitute offers to supply the goods or services to carry out the work referred to therein and no order placed in response to a quotation will be binding unless accepted in writing by the Seller and all such acceptances are subject to the availability of the necessary goods. 2.3 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), cost (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation. 2.4 Any advices, recommendations or guarantees given by the Seller or its employees or agents to the Buyer as to the storage, application or use of the Goods are entirely limited to the manufacturer Material Guarantee Registration process and other advices or recommendations are followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation unless such advices have been set in writing by the Buyer and confirmed in writing by the Seller. 2.5 The time , if any specified for the commencement and completion of the supply of services/goods , will be deemed variable if delays are occasioned by force majeure , strike lockouts, accidents or other reason whatsoever and such times if specified are approximate only and not of contractual effect. Time of delivery is not of the essence of the contract and the Customer shall not be entitled to rescind by reason of delay, nor shall the Seller be liable for any loss, damage, injury or expense suffered by any party as a result of delay in commencement or completion of services. Loss to the Customer in the event of delay will not fall to the liability of the Seller and furthermore, the Seller shall be at liberty to suspend the contract without incurring liability for any loss or damage resulting to the Customer. 2.6 The Seller reserves the right to make a special charge representing the additional cost incurred in excess of normal transport or mileage costs where at the Customers request , supply is other than the usual means and to a remote or not easily accessible site. 2.7 The colour, texture, shading and surface finishes of goods supplied are sold on foot of these conditions of sale shall be subject to reasonable variation.
3. LAW AND FORCE MAJEURE
3.1 The Contract shall be governed by the laws of the Republic of Ireland, and the Buyer agrees to submit to the non-exclusive jurisdiction of the courts of the Republic of Ireland. For Buyers in Northern Ireland the retention of title contracts shall be governed by the laws of Northern Ireland. 3.2 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of delay in performing any of the Sellers obligations in relation to the Goods if the delay was due to any cause beyond its reasonable control. 4. .DELIVERY
4.1 Unless otherwise agreed in writing, delivery of the Goods shall be made by the Seller delivering to the Delivery Point and the Buyer will be responsible for appropriate equipment and handling for loading the Goods at Delivery Point. 4.2 Delivery Time is estimated and cannot be guaranteed and shall not be of the essence nor will the Seller be liable for any for any failure to meet any Delivery Time nor liable for any consequential loss arising nor if for any reason the Buyer will not accept the delivery of the Goods, or the Seller is unable to deliver due to information or documents not provided by the Buyer. 4.3 The Seller may deliver the Goods in installments and each installment shall be treated as a separate Contract.
5. THE PRICE
5.1 Unless otherwise agreed in writing, the price of goods and services shall be the Sellers published price list current at the date of acceptance of the order, ex works basis ex VAT. For special orders for Customers, the cost plus a reasonable fee will apply plus VAT and delivery from the Sellers premises to be borne by the Buyer. 5.2 The Seller reserves the right, through written notice, prior and up to delivery to increase the price of the Goods to include costs arising due to any factor beyond the control of the Seller such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture and to alter delivery dates, quantities or specifications for the Goods requested by the Buyer and particularly but not exclusively where insufficient information was supplied by the Buyer at the time of Order .
6. PAYMENT TERMS
6.1 Goods are subject to payment prior to delivery unless by written agreement otherwise or on account terms. Price including VAT as invoiced shall be made by electronic payment and without deduction within such period as the Seller may previously agree in writing or no greater than 30 days from date of invoice. Payment of any amount due is a condition precedent for starting further supplies. 6.2 The Seller shall have the right to terminate any contract when payment or any instalment thereof is in arrears or in the event of the Customer becoming insolvent. The cost and losses resulting from withholding supplies due to non-payment by the Customer shall be borne by the Customer. Notwithstanding the provisions of this condition, if the Seller supplies goods or services at a time when payment is due, this shall be done without prejudice to the rights of the Seller under this condition and all other conditions of sale. 6.3 The Seller reserves the right to charge interest at the rate set out under EU Late payments legislation and at the rate of no less than 5% above the Irish Clearing Bank Prime Rate as soon as the money is overdue for payment by the Customer and until such time as payment is received by the Seller. Receipts for payment will be issued only upon request
7. RISK and RETENTION OF TITLE
7.1 All goods remain the property of this Company until payment has been received in full, but the risk in the goods pass to the buyer on delivery and until ownership passes to the Buyer, the Buyer must hold the goods on a fiduciary basis as the Seller property in secure and safe storage and in such a way as they remain identifiable as the Sellers property. Terms allow the Seller to retrieve such goods in the event of failure to pay and resell such goods. Such goods cannot be sold or disposed of under Bankruptcy or Liquidation orders and the Customer HEREBY GRANTS an irrevocable licence to the Seller or through its agents to enter with or without vehicles on all or any premises of the Customer on which the goods or parts situate to recover the Sellers property and or the right to receive full payment from proceeds of sale of such assets subject to Liquidation or other cessation
8. WARRANTIES & RETURNS POLICY
8.1 The Seller acts as an agent for sale of manufactured Goods and cannot offer warranties independently or in addition to manufacture warranties included in documents such as BBA Certification documents 12/4951 and Material Guarantee Registration on manufacturer websites and published materials. Note that the certification specifies technical use of stated materials, the omission or variation of which by the Buyer, will render warranties and certification not applicable to that Contract. 8.2 If the Goods are found to be Defective, then the Seller shall at its option replace such Goods (or the defective part) or make good by credit note or Goods exchange the prorata value IF defect liability is notified within 14 days of purchase to the Seller in writing. 8.3 Claims on damaged Goods or delivery under or overs must be made prior to delivery acceptance or no later than 3 days after Delivery Time in writing. 8.4 The Company will not accept the return of wrongly ordered Goods and the obligation falls with the Buyer to specify the requirements correctly. 8.5 Under no circumstances can orders for custom or special Goods be returned after Delivery Time nor can pre-mixed or nonstandard items be returned. 8.6 Goods returned if accepted by the Seller that are not Defective will be subject to a handling charge at 15% if in a re-saleable condition. 8.7 It is the policy of this Company not to accept Credit Cards as a payment method for purchases under €20.00c. If the transaction does take place a fee of €2.00c applies.