TERMS AND CONDITIONS OF SALE OF
ULSTER TYRE COMPANY LTD
"The Company" means Ulster Tyre Co. Ltd.
"The Customer" means the person who accepts a quotation of the company for the sale of goods and/or whose order is accepted by the company.
"Goods" means any items sold by the company to include but not buy way of prejudicing the generality of the foregoing tyres and tubes.
"Contract" means the contract for the sale by the company and purchase by the customer of the goods.
"Conditions" means the standard terms and conditions set out in this document plus any special terms and conditions as agreed in writing between the Customer and the Company.
1.2 All orders received whether verbal or in writing are subject to these terms and conditions
which may be added to or varied by agreement between the Company and the Customer but
which will in any event prevail in exclusion to all other terms and conditions.
Any quotations made or order received are subject to availability of goods.
All prices are exclusive of Value Added Tax unless otherwise stated.
3.1 The price given in any quotation by the Company shall only be valid if it is accepted at the time of the giving of the quotation otherwise it shall be the price as at the date of acceptance by the Company of the order by the Customer.
3.2 All prices will be in Euro for customers in the Republic of Ireland and Sterling for all other customers unless otherwise stated in writing by the seller.
4.1 Unless otherwise agreed, payment of the price together with all duties, taxation and delivery costs if any is to be made on delivery of the goods.
4.2 If payment is agreed to be made on a date after delivery the customer will provide on request trade and bank references and any such agreement must be in writing and signed by the company.
4.3 The company may at any time and without notice revoke an agreement as to credit terms so that payment for the goods becomes immediately payable and/or due on delivery.
4.4 By virtue of the enactment of the E.C.(Late Payment in Commercial Transactions) Regulations 2002. The new legislation provides that penalty interest may be charged on business debts if the custoner does not pay for the goods, services and all other charges within 30days, unless an alternative payment period is specified in an agreement contract. The interest will be charged at the European Central Bank main refinancing rate plus 7%. This rate is reviewed every six months.
4.5 If payment is not made on the due date any cash settlement discount incentive given to the customer shall cease to apply and the full invoice price of the goods shall apply.
4.6 Payment on export orders shall be set out between the parties in writing unless otherwise mutually agreed and are subject to special arrangement.
4.7 Payment for all goods shall be made in cash but if payment in some other form shall be agreed payment shall not be deemed to have taken place until the company shall be in receipt of cleared funds in Euros or Sterling as applicable in its bank account unless otherwise agreed.
5.1 Notwithstanding that the property in the goods may not have passed to the customer, the customer shall carry all risk of loss of and damage to the goods from the time when the goods are delivered to a carrier for transmission to the customer or the prior delivery of the goods to the stipulated place of delivery, either of which events shall constitute delivery to the customer and section 32(2) and (3) of the Sale of Goods Act, 1893 shall not apply.
5.2 If required by the company the customer shall in the case where payment in full for the goods is not made on delivery hand to the company on demand evidence of proper insurance of the goods whilst in the customers control
6.1 The property in the goods does not pass to the customer and the legal and equitable title to the goods remain with the company until:
6.1.1 Payment for the goods the subject of this contract including but not by way of limitation delivery and packaging costs and interest has been made in full
6.1.2 All other sums for payment to the company at the date of this contract or which hereinafter become due and payable from the customer on any account whatsoever have been paid
6.2 Until property in the goods has passed to the customer in accordance with condition 6.1 without prejudice to the company's other rights:
6.2.1 The customer shall insure the goods to their full value which are on or at their premises against fire and theft and shall if required to do so in writing by the company prove to the company that such insurance has been effected.
6.2.2 The customer shall keep the goods marked and separate from all other goods so as to distinguish and separate the goods from other goods.
6.2.3 The customer shall retain the goods solely as the company's fiduciary agent and bailee.
6.2.4 Until such time as the property in the goods passes to the customer the customer shall be entitled to resell or use the goods in the ordinary course of its business
6.2.5 Until such time as the property in the goods passes to the customer (and provided the goods are still in existence and have not been resold) the company shall be entitled at any time to require the customer to deliver up the goods to the company and if the customer fails to do so forthwith to enter upon any premises of the customer or ant third party where the goods are stored and repossess the goods.
6.2.6 The customer acknowledges that before entering into an agreement for the purchase of any goods from the company he has expressly represented and warranted that he is not insolvent and has not committed any act of bankruptcy or being a company with limited or unlimited liability knows of no circumstances which would entitle ant debenture holder or secured creditor to appoint a receiver to petition for winding up of the company or exercise any other rights over or against the company's assets.
6.3 Until payment shall be made in accordance with clause 4 hereof the following shall apply:
The customer shall not pledge or order the goods as guarantee or collateral security.
- WITHHOLDING OF GOODS AND RESTRICTION OF CREDIT
The company shall have in its absolute discretion, the right (notwithstanding any contract that the company may have made with the customer) to terminate any agreement to supply goods, to refuse or limit the amount of credit given and/or to withhold supplies.
- DEFAULT BY CUSTOMER
8.1 The company reserves the right at any time to revoke any credit extended to the customer because of the customers failure to pay for any goods when due or for any other reason deemed good and sufficient by the company and in such an event all subsequent goods shall be paid for on delivery. In the event the company exercises any rights it may have to stop goods in transit because of the customers financial condition, the company may at its option resell such goods at public or private sale without notice to the customer and without affecting the company's right to hold the customer liable for any loss or damage caused by the customers breach.
8.2 If the customer defaults in any of his commitments to the company or suffers any distress or execution upon his property or assets or makes or offers to make ant arrangement or composition with creditors or commits an act of bankruptcy or has a receiver or an examiner appointed over its assets or a resolution or petition to wind up its business is passed or presented then the customer shall have the right (without prejudice to any other remedies) to cancel any uncompleted order or to withhold or suspend delivery.
- RIGHT OF ENTRY
The customer hereby permits the company, its agents and servants to enter upon any premises owned by the customer or in control of the customer to repossess the goods at any time whilst there shall be sums due and owing from the customer to the company.
10.1 Delivery shall be made to the premises notified to the company by the customer in writing. In the event that no such address shall be notified to the company prior to the date of dispatch of the goods from the company's premises or such others premises as directed by the company then delivery shall be made to the premises shown as being the address of the customer in the order or the acceptance of the quotation for the goods.
10.2 The customer shall make suitable provisions for receipt and storage of the goods and the signature of a delivery note by any person holding himself out to be an employee or representative of the customer shall be sufficient evidence that delivery has taken place. It shall not be the responsibility of the company to verify the credentials if the person signing the delivery note.
10.3 Should there not be any person available to sign the delivery note or the customer for any reason be unable to receive or provide suitable storage arrangements for the goods or fail to give correct delivery instructions by the date delivery is due to take place then such goods shall be stored at the customers risk and expense and may be disposed of as the company thinks fit after a period of two weeks from the date that the goods were ready for delivery
10.4 The company will not be liable for unloading of goods or placing in position on site.
10.5 The company reserves the right to charge the customer for any demurrage costs incurred in the event of any delay of the delivery howsoever caused by the customer or his employees, representatives or agents.
10.6 Claims for non delivery of the goods must be made in writing within seven days of the date of dispatch by the company notified to the customer.
10.7 Any times quoted for delivery are estimated only and the company shall not be liable for failure to deliver within the time quoted.
On receipt of the goods the customer is deemed to have examined the goods carefully and the signing of the delivery note is conclusive evidence that the customer has examined the same and that the goods are free from defects which should be apparent on inspection and the goods are those which the customer had ordered
12.1 If a customer shall allege that the goods shall be defective he shall submit an application form for the examination of tyres under complaint to the company together with the goods in question and on receipt of same the company shall arrange for an examination of such goods by the manufacturer of the goods.
12.2 On receipt of the report from the manufacturer the company may at its own discretion make an allowance if the company considers appropriate by the issue of a credit note to the customer or offsetting the allowance against a similar product.
12.3 The granting of an allowance or the issue of a credit shall not be deemed to be an admission of liability.
12.4 On any allowance being made by way of a credit note or otherwise, the goods in question will become the property of the company and/or the manufacturer.
12.5 If no allowance shall be made, the goods shall become the property of the company unless the customer shall collect same from the office of the company at which the goods were previously returned within 28 days of being given notification of a nil allowance
13.1 The company will be under no liability under the contract for any personal injury, death, loss or damage of any kind whatsoever (other than death or personal injury resulting from the company's negligence) whether consequential or otherwise including but not limited to loss of profits and the company hereby excludes all conditions , warranties and stipulations express or implied statutory customary or otherwise which but for such exclusion would or might subsist in favour of the customer except that such exclusion will not apply to:
13.1.1 Any implied condition that the company has or will have the right to sell the goods when the property is to pass or
13.1.2 When the customer deals as a consumer (as defined in section 3 of the Sale of Goods & Supply of Services Act 1980 ) any implied term relating to the conformity of the goods with their description or sample or as to their quality or fitness for a particular purpose
13.2 Without prejudice to the foregoing the company shall in no circumstances be liable for any loss, damage, cost or expense which exceed in aggregate the company's sale price of the goods to the customer
13.3 Upon placing an order for the goods the customer shall be deemed to have determined by his own expertise the suitability of the goods and the fitness of the goods for the particular use and purpose that he intends to put them to or use them for and shall not in any way rely upon the expertise of or any statement made by the company or any of its agents or employees.
Orders placed cannot be canceled except with the company's written consent and on terms which will indemnify the company against any damage or consequential loss. Goods returned without the company's consent will not be accepted for credit. The company reserves the right to levy a handling charge on any goods agreed to be returned.
- FORCE MAJEURE
The company shall not be under any liability of whatsoever kind for non performance in whole or in part of its obligations under the contract due to causes beyond the control either of the company or the company's suppliers including but not limited to war (whether an actual declaration thereof is made or not), sabotage, insurrection, riot or other act of civil disobedience, acts of the customer or a third party, failure or delay in transportation, acts of any Government or any agency or sub division thereof, Government regulations, judicial actions, labour disputes, strikes, embargoes, illness, accident, fire, explosion, tempest or other acts of God, delay in delivery to the company or the company's suppliers or shortage of labour, fuel, raw materials or machinery or technical failure. In any such event, the company may, without liability, cancel or vary the terms of contract including, but not limited to, extending the time for performing the contract for a period at least equal to the time lost by reason of such event.
- PERFORMANCE OF CONTRACT
In the event of the performance of any obligation accepted by the company being prevented, delayed or in any way interfered with by either:
16.1 Direction of government war, industrial dispute, strike, breakdown of machinery or plant, accident, fire or by any cause beyond its control or
16.2 Non delivery by the company's suppliers or damage to or destruction of the whole or part of the goods. The company may at its option suspend performance or cancel its obligations under the contract without liability for any damage or consequential loss resulting therefrom such suspension or cancellation being without prejudice to the company's right to recover all sums owing to it in respect of consignments delivered and cost incurred to date.
If at any time one or more of these conditions becomes invalid or illegal or enforceable in any respect under the law, the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
- GOVERNING LAW
This contract shall be governed and construed in all respects in accordance with the laws of the Republic of Ireland and the customer submits to the non exclusive jurisdiction of the Irish courts in relation to any disputes which may arise in connection with the contract or its performance.