Terms and Conditions of Sale
HIGHWAY SAFETY DEVELOPMENTS LIMITED
TERMS AND CONDITIONS OF SALE
- These conditions shall form part of all Contracts for the supply of goods (hereinafter called “the Goods”) by Highway Safety Developments Ltd.
(hereinafter called “the Company”) to any other person (hereinafter called “the Customer”) and shall prevail over any inconsistent terms or conditions
contained in or referred to in the Customers Order or in correspondence or elsewhere and all or any conditions or stipulations contrary to these are hereby
excluded and extinguished. No employee has authority to vary or add to or depart from these terms or make any representation about the goods or the Contract
- Quotations made by the Company shall not constitute offers by the Company to supply the Goods or carry out the work referred to therein, and no order
placed in response to a quotation will be binding unless accepted by the Company in writing. All such acceptances by the Company are subject to availability
of the necessary materials and to the Company being able to obtain any necessary authorisation and/or licences and to the same remaining valid.
- The price of the Goods shall be, those ruling at the date of delivery. Any Value Added Tax payable in respect of the Goods supplied under these conditions
will be bourn by the Customer.
- If the Company suffers any increased costs by virtue of a variance in a rate or rates of exchange the contract price of the undelivered Goods hereunder shall
be re-negotiated by the Company and the Customer.
- The time, if any specified for the commencement and completion of the supply and delivery of the Goods shall be deemed to be variable if delays are
occasioned by force majeure, strike, lock-outs, accidents or any 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 nor shall the Company be under any liability in respect of any delay in delivery.
- Payment of sums due to the Company shall be made at the end of the calendar month immediately following that in which delivery is effected. Payment of
any amount due is a condition precedent for starting further deliveries. The Company shall have the right to terminate any contract when payment is in arrears.
The costs and losses of the Company resulting from withholding deliveries of provisions of this condition, if the Company shall deliver Goods to the Customer
at a time when any payment is due, this shall be done without prejudice to the Company ‘s rights under this condition and all other conditions of sale. The
Company shall charge the Customer interest at our prevailing overdraft interest rate and such interest shall accrue as soon as any money is overdue for
payment by the Customer to the Company.
- The ownership of Goods supplied under each contract between the Company and the Customer shall remain in the Company until such Goods have been
paid for in full. Unless such Goods have been paid for in full the Customer shall:
(a) Store such Goods so as clearly to show them to be the property of the Company.
(b) Hold such Goods for the Company PROVIDED THAT nothing herein shall constitute the Customer the agent of the Company for the purpose
of any such sub-sale.
(c) At the request of the Company the Customer shall furnish the Company with the names and addresses of debtors and sub-purchasers who have
purchases such Goods from the Customer together with all appropriate particulars thereof, so as to enable the Company to recover sums owing
in respect of such Goods from such debtors and/or sub-purchasers directly.
- Notwithstanding that the title in the Goods shall not pass to the Customer, except as is provided in clause 7 the Goods shall be at the risk of the Customer
from the time of collection by the Customer or delivery to the Customer on which such Goods may be situated.
- The Company shall be entitled to repossess any Goods supplied to the Customer in respect of which payment is overdue and thereafter to re-sell the same.
For this purpose, the Customer HEREBY GRANTS an irrevocable right and licence to the Company through its servants and agents to enter with or without
vehicles on all or any premises of the Customer on which such Goods may be situated.
- The Customer shall not be entitled to transfer, sell, assign, let or hire any goods supplied by the Company without first having notified the Company of its
desire to do so and thereafter only having received the prior consent of the Company to the proposed transfer, sale, assignment, letting or hire. The goods
supplied shall remain the property of the Company at all times until all outstanding monies have been paid in full. Goods invoiced or supplied are not tested or
sold as fit for any particular purpose and any term, warranty or condition express, implied or statutory to the contrary is excluded, in no circumstances under,
out of or in connection with this contract or the Goods supplied hereunder exceed the invoice price of the particular Goods or section of Goods concerned. All
terms (express or implied) relating to the quality of Goods are warranties only the breach of which gives no right to reject the Goods or repudiate the contract
in any circumstances whatsoever. Notice of any claim arising out of or in connection with this contract must be given in writing to the Company within seven
days from the date when the Goods are collected or delivered failing which all claims shall be deemed to be waived and absolutely barred. In any event, the
Company shall be under no liability for shortage or damage unless within three days of delivery the Customer gives written notice of claim to the Company
and to the carrier (otherwise than upon consignment note or delivery document) and the Company shall be under no liability whatsoever unless the Customer
can prove to the Company’s satisfaction the identity of the Goods complained of. Where the Customer is dealing as a consumer within the meaning of the
Sale and Supply of Services Act, 1980, nothing in these conditions shall affect the rights granted to such a Customer under that Act.
- Should the Company be delayed in or prevented from carrying out its obligations under the Contract by Act of God or riot, strike, lock-outs, trade disputes
or any other labour disturbances, fire , flood, difficulty in obtaining workmen, materials or transport the consequences of hostilities, or any Government
interference or other interferences whatsoever outside the Customers control, the Company shall not be liable to the Customer for any loss or damage whether
direct or indirect which may thereby be suffered by the Customer and further more the Company shall be at liberty to determine or suspend the contract
without incurring liability for any loss or damage resulting to the Customer.
- The Company shall be entitled to withhold delivery of Goods or any part thereof until all monies due by the Customer to the Company on whatever
accounts are paid if in the opinion of the Company the Customer to the Company on whatever account are paid. If in the opinion of the Company, the
Customer does or suffers to be done anything, which might prejudice its ability to pay the full price it shall be deemed to have repudiated this contract and the
Company may without prejudice to its other rights under this Contract accept such repudiation without notice as cancellation of the contract.
- Except where the Company exports out of the Republic of Ireland the Customer shall return carriage paid to the Company’s works in good condition
within one month of receipt all pallets, packing cases, drums and crates (hereinafter called “Returnables”) provided for packing or handling Goods in transit
and invoiced to the Customer as returnable. The Customer shall not make any deductions from the Company’s accounts in respect of the costs of Returnables
but credit will be allowed up to the full amount charged there for in the accounts rendered by the Company provided the Returnables have been returned and
accepted by the Company within the terms specified above.
- The Company will not be liable for loss or damage to Goods or materials in transit in the Republic of Ireland or elsewhere.
- Goods shall not be returned after delivery without the Company’s prior agreement which require proof of purchase. When the Company so agrees, the Customer shall pay a re-stocking charge of 15% of the price of the Goods.
- If any terms or conditions herein shall be decreed not to have force then the remainder of the terms and conditions herein shall continue to have force.
- The Contract between the Company and the Customer shall be governed by and interpreted in accordance with the laws of the Republic of Ireland.
- Notice herein shall be by means of pre-paid registered post addressed to the Customers registered office.