Solarcraft LTD Sales Terms & Conditions
- Interpretation
1.1 In these conditions:
“BUYER” means the person who accepts a quotation or other proposal of the Seller for the sale of the goods or whose order for the Goods is accepted by the seller“GOODS” means the goods (including any instalment of the goods or any part for them) which the Seller is to supply in
accordance with these conditions
“Seller” means SOLARCRAFT Limited having its registered office at Address;
SOLARCRAFT LTD
UNIT 1,
Canal Walk,
Parkwest Industrial Park,
Dublin 12.
D12 HX 94
“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
writing between the buyer and the seller
“Contract” means the contract for the purchase and sale of the Goods
“Writing” includes telex, cable, facsimile transmission and comparable means of
communication.
1.2Any reference in these Conditions to any provision of a statute shall be construed as a
reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their
interpretation. - Basis of the 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 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 and conditions subject to which any such
quotation or order is accepted or purported to be accepted, or any such order is made or
purported to be made by the Buyer
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the
authorised representatives of the Buyer and the Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations
concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract
the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such
representations which are not so confirmed.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer
or its employees or agents as to the storage, application or use of the Goods which is not
confirmed in Writing by the Seller is 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 which is
not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation,
price list, acceptance of offer, invoice or other document or information issued by the Seller
shall be subject to correction without any liability on the part of the Seller.
- Orders and Specifications
3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any
order (including any applicable specifications) submitted by the Buyer, and for giving the Seller
any necessary information relating to the Goods within a sufficient time to enable the Seller to
perform the Contract in accordance with its terms.
3.2 The quantity, quality and description of and any specification for the Goods shall be those
set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by
the Seller).
3.3 If the Goods are to be manufactured or any process is to be applied to the Goods by the
Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the
Seller against all loss, damages, costs and expenses awarded against for incurred by the Seller
in connection with or paid or agreed to be paid by the Seller in settlement of any claim for
infringement of any patent, copy right, design, trade mark or other industrial or intellectual
property rights of any other person which results from the seller’s use of the buyer’s
specification.
3.4 The seller reserves the right to make any changes in the specification of the Goods which
are required to conform with any applicable safety or other statutory requirements or, where
the goods are to be supplied to the Seller’s specification, which do not materially affect their
quality of performance.
3.5 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. - Price of the Goods
4.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been
quoted (or a quoted price is no longer valid), the price listed is the Seller’s published price list
current at the date of acceptance of the order. Where the Goods are supplied for export from
Ireland, the Seller’s published export price list shall apply. All prices quoted are valid for 30
days only after which time (unless they have been accepted by the Buyer within that time) they
may be altered by the Seller without giving notice to the Buyer.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to
increase the price of the Goods to reflect any increase in the cost to the Seller which is 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 cost of labour,
materials or other costs of manufacture), any change in delivery dates, quantities or
specifications for the Goods which is requested by the Buyer, or any delay caused by any
instructions of the Buyer or failure of the Buyer to give the Seller adequate information or
instructions.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the
Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are
given by the seller on an ex works basis, and where the Seller agrees to deliver the Goods the
Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.
4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be
additionally liable to pay to the Seller.
4.5 The cost of pallets and returnable containers will be changed to the Buyer in addition to the
price of the Goods, but full credit will be given to the Buyer provided they are returned
undamaged to the Seller before the due payment date.
- Terms of Payment
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller
shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery
of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully falls to
take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for
the price at any time after the Seller has notified the Buyer that the Goods are ready for
collection or (as the case may be) the Seller has tendered delivery of the Goods.
5.2 The Buyer shall be pay the price of the Goods within 30 days of the last day of the month in
which the Seller used its invoice, notwithstanding that delivery may not have taken place and
the property in the Goods has not passed for the Buyer. The time for payment of the price shall
be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Buyer fails 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 :
5.3.1 cancel the contract or suspend any further deliveries to the Buyer;
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied
under any other contract between the Buyer and the Seller) as the Seller may think fit
(notwithstanding and purported appropriation by the Buyer) and;
5.3.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at
the rate of 4 per cent per annum above one month Dublin interbank rate from time to time,
until payment in full is made 9a part of a month being treated as a full month for the purpose
of calculating interest). - Delivery
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the seller’s
premises at any time after the seller has notified the Buyer that the Goods are ready for
collection or, if some other place for delivery is agreed by the seller, by the seller delivering the
Goods to the entrance to that place. Offloading the goods from the Seller’s vehicle shall, where
possible, be carried out by the Seller but, where the Seller requires assistance from the Buyer
in the regard, (which the Seller will be entitled to request at its discretion) such assistance in
whatever form, with or without equipment and whether or not the buyer shall have nominated
the individual or the equipment concerned, shall be provided by the Buyer at its own risk
insofar at any damage or loss maybe caused or occasioned to the Goods and/or to the Buyer or
it’s equipment and or its servants or agents and it is hereby agreed that the Buyer shall not be
or be deemed to be the Seller’s agent for the purpose of the provision of such assistance.
6.2 Any dates quoted for delivery of the Goods are approximate only and the seller shall not be
liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of
the essence unless previously agreed by the Seller in Writing.
6.3 Where delivery of the Goods is to be made by the seller in bulk, the Seller, whilst using all
reasonable endeavours to deliver an accurate quantity of goods, reserves the right to deliver
up to 5 per cent less than the quantity stated on the packing without any adjustment in the
price, and the quantity so delivered shall be deemed to be the quantity ordered.
6.4 Where the Goods are to be delivered in instalments, each delivery shall constitute a
separate contract and failure by the seller to deliver any one or more of the instalments in
accordance with these Conditions or any claim by the Buyer in respect of any one or more
instalments shall not entitle the buyer to treat the contract as a whole as repudiated.
6.5 If the seller fails to deliver the Goods for any reason other than any cause beyond the
seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer,
the Seller’s liability shall be limited to the lesser of either the excess (if any) of the cost to the
Buyer (in the cheapest available market) of similar goods to replace those not delivered over
the price of the Goods or the price of the Goods.
- Risk and Retention of Title
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller
notifies the Buyer that the Goods are available for collection ; or
7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time
of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the
Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of
these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has
received in cash or cleared funds payment in full of all sums due by the buyer to the seller for
the Goods and on any account whatsoever.
7.3 Until such time as the property in the goods passes to the Buyer, the Buyer shall hold the
Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those
of the buyer and third parties and property stored, protected and insured and identified as the
seller’s property.
7.4 Until such time as the property in the Goods passes to the Buyer, the buyer shall be
entitled to resell or use the Goods on the ordinary course of its business. The Buyer shall all the
proceeds of sale (and/or the proceeds of any insurance where appropriate) of any Goods upon
trust for the Seller as to proportion thereof representing the price and shall account to the
seller for same. The Buyer shall hold all such monies in a separate bank account pending
payment to the Seller and shall at all times keep these moneys separate from any moneys or
property of the Buyer or third parties.
7.5 Until such time as the property in the Goods passes to the Buyer, (and provided the Goods
are still in existence and have not been resold), the Seller shall be entitled at any time to
require delivery of the goods to the Seller failing which, to enter upon any premises of the
buyer or any third party where the Goods are stored and repossess the Goods.
7.6 The Buyer shall not be entitled to pledge or any way charge by way for security for any
indebtedness any of the Goods which remain the property of the seller, but if the Buyer does
so all money owing by the Buyer to the seller shall (without prejudice to the foregoing
prohibition and to any other right or remedy of the Seller) forthwith become due and payable.
7.7 If the Goods are incorporated with or into any other product (s) owned solely or partly by
the Buyer or by one or more third parties (“the part owner (s)”) then the said product (s) shall
be deemed to be owned by the Seller and the part owner (s) as tenants in common in
accordance with their respective entitlements, and the Buyer shall account to the seller for
that portion of the sale proceeds as represents the Seller’s share and in accordance with the
provisions of clause 7.4 hereof.
7.8 All payments made by the Buyer in relation to a sale of Goods shall be allocated in a
manner directed by the seller at the time of payment. If no specific allocation is made, the
Seller shall have absolute discretion as to how such payments shall be allocated in discharge of
the price of the Goods sold. The Seller’s right of allocation need not be exercised as of the date
of payment of any monies but may be exercised at any time the Seller Chooses to exercise that
right.
8.Warranties and Exclusion of Liability
This clause should be read carefully. It limits the extents of the
sellers’ liability in contract. Tort and otherwise to the buyer
8.1 Subject as expressly provided in these conditions and except where the goods are sold to a
person dealing as a consumer with the meaning of the Sale of Goods Acts 1893-1980 (as
amended0 all warranties, conditions or other terms implied by statute or common law are
excluded to the fullest extent permitted by law.
8.2 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 defects in material and
workmanship for a period of 12 months from the date of their initial use or 12 months from
delivery, whichever is the first to expire.
8.3 The above warranty is given by the Seller subject to the following conditions:
8.3.1 The Seller shall be under no liability in respect of any defect in the Goods arising from any
drawing, design or specification supplied by the Buyer.
8.3.2 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.
8.3.3 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 by the due date for
payment;
8.3.4 The above warranty does not extend to parts, materials or equipment not manufactured
by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such
warranty or guarantee as is given by the manufacturer to the Seller.
8.4 Any claim by the Buyer 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 delivery is refused
by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the
defect or failure was not apparent on reasonable inspection) within a reasonable time after
discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the
Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have
no liability. For such defect or failure, and the Buyer shall be bound to pay the price as if the
Goods had been delivered in accordance with the Contract.
8.5 Where any valid claim in respect of any Goods which is based on any defect in the quality
or condition of the Goods or their failure to meet specification is notified to the Seller in
accordance with these 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 the Buyer the price of
the Goods (or a proportionate part of the price), and subject only to the provisions of clause
8.6 below the Seller shall have no further liability to the Buyer.
8.6 The Seller shall, subject to the normal rules concerning causation and remoteness of
damage (except where the Goods are manufactured and/or any process is applied to the
Goods in accordance with the Buyer’s specifications) be responsible for liability for death or
personal injury cause directly by the use of the Goods as a result of the Seller’s negligence
provided that the Seller’s liability under this clause 8.6 shall not exceed €100,000,00.
8.7 Save as hereinbefore provided, the Seller shall not be liable to the Buyer by reason of any
representation, or any applied warranty, condition or other term, or any duty at common law,
or under the express terms of the Contract, for any loss or damage, costs, expenses
whatsoever (whether caused by the negligence of the Seller, its employees or agents or
otherwise) which arise out of or in connection with the supply of the Goods or their use or
resale by the Buyer except as expressly provided in these Conditions.
8.8 The liability accepted by the Seller under Clause 6.5 above and under the Clause 8 is the
absolute limit of the Seller’s liability and all other liabilities are hereby expressly excluded and
in particular, but without prejudice to the generality of the foregoing, the Seller will not be
liable to the Buyer for any consequential loss, damage, costs and expenses of any nature
whatsoever incurred or suffered by the Buyer or by a third party including without limitation
any economic or other loss of turnover profits, business or goodwill.
8.9 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by
reason of any delay in performing, or any failure to perform, any of the seller’s obligations in
relation to the Goods, if the delay of the failure was due to any cause beyond the Seller’s
reasonable control.
8.10 The Buyer is reminded of the limitation of the Seller’s liability in clause 6.5 above.
- Insolvency
9.1This clause applies if :
9.1.1the Buyer makes any voluntary arrangements with its creditors or seeks the protection of
the Court or (being an individual or firm) becomes bankrupt or (being a company) goes into
liquidation (otherwise than for the purposes of amalgamation or reconstruction) or.
9.1.2an encumbrancer takes possession, or a receiver is appointed, of any of the property or
assets of the Buyer; or
9.1.3the Buyer ceases, or threatens to case, to carry on business; or
9.1.4The Seller reasonably apprehends that any of the events mentioned above is about to
occur in relation to the Buyer and notifies the Buyer accordingly.
9.2 If this clause 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 the Buyer, and the Goods have been delivered but
not paid for, the price, and any other sums due by the Buyer to the Seller shall become
immediately due and payable notwithstanding and previous agreement or arrangement to the
contrary. - Export Terms
10.1 If this clause 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 the Buyer, and the Goods have been delivered but
not paid for, the price, and any other sums due by the Buyer to the Seller shall become
immediately due and payable notwithstanding and previous agreement or arrangement to the
contrary.
10.2 Where the Goods are supplied for export from Ireland the provisions of this clause 10
shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply
notwithstanding any other provision of these Conditions.
10.3 The Buyer shall be responsible for obtaining any required permits or licences and for
complying with any legislation or regulation governing the importation of the Goods into the
country of destination and for the payment of any duties, charges, licence fees, costs and
charges thereon.
10.4 Unless otherwise agreed in Writing between the Buyer and the Seller, the goods shall be
delivered F.O.B by the Seller to the air or seaport of shipment and the Seller shall be under no
obligation to give notice under Section 32(3) of the Sale of Goods Act 1893.
10.5 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the
Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of
any defect in the Goods which would be apparent on inspection, and which is made after
shipment, or in respect of any damage during transit.
10.6 Payment of all amounts due to the Seller shall be made by irrevocable letter of credit
opened by the Buyer in favour of the Seller and confirmed by a bank acceptable to the Seller
or, if the Seller has agreed in Writing on or before acceptance of the Buyer’s order to waive this
requirement, by acceptance by the Buyer and delivery to the Seller of a bill of exchange drawn
on the Buyer payable30 days after sight to the order of the Seller at such bank in Ireland as
may be specified in the bill of exchange.
11.General
11.1 If the Seller is a member of a group of companies with a holding company, the seller may
perform any of its obligations of exercise any of its rights hereunder by itself or through any
other member of its group, provided that any act or omission of any such other member shall
be deemed to be the act of omission of the Seller.
11.2 Any notice required or permitted to be given by either party to the order under these
Conditions shall be in Writing addressed to that other party at its registered office or principal
place of business or such other address as may at the relevant time have been notified
pursuant to this provision to the party giving the notice.
11.3 No waiver by the Seller of any breach of Contract by the Buyer shall be considered as a
waiver of any subsequent breach of the same or any other provision.
11.4 If any provision of these Conditions is held by any competent authority to be invalid or
unenforceable in whole or in part the validity of the other provisions of these Conditions and
the remainder of the provision in question shall not be affected thereby.
11.5 Any dispute arising under or in connection with these Conditions or the sale of the Goods
shall be referred to arbitration by a single arbitrator appointed by agreement or (in default)
nominated on the application of either party by the President for the time being of the
Incorporated Law Society of Ireland and the Arbitration Acts 1954 to 1980 shall apply.
11.6 The Contract shall be governed by the laws of the Republic of Ireland and the Buyer
hereby submits to the jurisdiction of the Irish courts.
