1.1. In these conditions “Buyer” means the person who accepts the quotations of the seller for the sale of goods or whose order for the goods is accepted by the seller. “Goods” means the goods (including any instalment of the goods or any parts of them) which the seller is to supply in accordance with these conditions. “Seller” means Bluestone Sales & Distribution Limited or any associate company or companies. “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. “Writing” includes telex, cable facsimile transmissions and comparable means of communication.
1.1.1. Any 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.
1.1.2. The headings in these conditions are for convenience only and shall not affect their interpretation.
2. BASIS OF THE SALE
2.1. The seller shall sell and the buyer shall purchase the goods subject to these conditions which shall govern the contract to the exclusion of any other terms and conditions.
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 sellers’ 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 recommendations given by the seller or its employees or agents to the buyer of 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 recommendations which is not so confirmed.
2.5. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance or 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.
3. ORDERS AND SPECIFICATIONS
3.1. The buyer shall be responsible to the seller for ensuring the accuracy of the terms of any Order 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 seller reserves the right to make any changes in the specification of the goods which are required to confirm with any applicable safety or other statutory requirements which do not materially affect their quality or performance.
4. PRICE OF GOODS
4.1. The price of the goods shall be the seller’s quoted price of where a quoted price is no longer valid the seller’s current selling price.
4.2. All prices given by the seller include delivery throughout Ireland and Northern Ireland but not otherwise.
4.4. The price is inclusive of any applicable value added tax which the buyer shall be additionally liable to pay to the seller.
5. 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 goods on or at any time after despatch of the goods.
5.2. The buyer shall pay the price of the goods on the date of the seller’s invoice notwithstanding that delivery may not have taken place and the property and the goods have not passed to the buyer. Receipts for payment will only be issued upon request.
5.3. If the buyer fails to make any payment on its 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 any purported appropriation by the buyer) ; and 5.3.3. charge the buyer interest (both before and after any judgement) on the amount unpaid at the rate of 3% per annum above Bank of Ireland base rate from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6. RETENTION OF TITLE
6.1. The seller shall retain title of all goods supplied until such time as the said goods have been paid for in full by the buyer. In the event that the buyer does not pay for all goods delivered then the seller reserves the right to recover such of the goods as have been unpaid for from the buyer and to issue the appropriate credit note to the buyer in respect of same.
7.1. 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. The goods may be delivered by the seller in advance of the quoted delivery date upon giving reasonable notice to the buyer.
7.2. 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 excess (if any) of the cost to the buyer (in the cheapest market available) of similar goods to replace those not delivered over the price of the goods.
7.3. If the buyer fails to take delivery of the goods or fails to give the seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any
cause beyond the buyer’s reasonable control or by reason of the seller’s fault) then without prejudice to any other right or remedy available to the seller the seller
7.3.1. store the goods until actually delivered and charge the buyer for the reasonable cost (including insurance) of storage; or
7.3.2. sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the buyer for the excess over the
price under the contract or charge to the buyer for any shortfall below the price under the contract.
8. RISK AND PROPERTY
8.1. Risk of damage to or loss of the goods shall pass to the buyer:
8.1.2. 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.
8.2. 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 cleared funds payment in full of the price of the goods and all other goods agreed to be sold by the seller to the buyer for which
payment is then due.
8.3. The buyer shall not be entitled to pledge or in any way charge by way of the security for any indebtedness any of the goods which remain the property of the seller.
9. WARRANTIES AND LIABILITY
9.1. Subject to the conditions set out below the seller warrants that the goods will correspond with their specifications at the time of delivery and it will be free from
defects in material and workmanship at the time of delivery.
9.2. Subject as expressly provided in these conditions and except where the goods are sold to a person acting as a consumer (within the meaning of the Unfair Contract
Terms Act 1977), all warranties, conditions or to other terms implied by state or common law are excluded to the fullest extent permitted by law.
9.3. Where the goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions of Statements) Order 1976) the statutory rights of
the buyer are not affected b y these conditions.
9.4. 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 forty eight hours from the date of delivery or (where the defect or failure was not apparent on
reasonable inspection) within forty eight hours 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.
9.5. Except in respect of death or personal injury caused by the seller’s negligence the seller shall not be liable to the buyer by reason of any representation or any
implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any consequential loss or damage (whether for
loss or profit 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
9.6. 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 obligation in relation to the goods if the delay or failure was due to any cause beyond the seller’s reasonable control. Without prejudice to the generality of
the foregoing the following shall be regarded as causes beyond the seller’s reasonable control.
9.6.1. act of God, explosion, tempest fire or accident;
9.6.2. war or threat of war, sabotage, insurrection, civil disturbance or requisition.
9.6.3. acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority;
9.6.4. import or export regulations or embargo;
9.6.5. strikes, lock-outs or other industrial acts or trade disputes (whether involving employees of the seller or a third party);
9.6.6. difficulties in obtaining raw material, labour, fuel, parts or machinery
9.6.7. power failure or breakdown in machinery.
10. INSOLVENCY OF BUYER
10.1. This clause applies if
10.1.1. the buyer makes any voluntary arrangement with its creditors or become subject to an administration order or (being an individual or firm) becomes bankrupt
or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction): or
10.1.2. an encumbrancer takes possession or a receiver is appointed or any of the property or assets of the buyer; or
10.1.3. the buyer ceases, or threatens to cease to carry on business; or
10.1.4. the seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the buyer or notifies the buyer accordingly.
10.2. 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 if the goods have been delivered but not paid for the price shall become immediately due
and payable notwithstanding any previous agreement or arrangement to the contrary.
11.1. Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to the other party at its registered office
or principal place of business or such other address as may at the relevant time have been notified in writing.
11.2. No waiver by the seller of any breach of the contract by the buyer shall be considered as a waiver of such subsequent breach of the same or any other provision.
11.3. If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part of the validity of the other provision of
these conditions and the remainder of the provision in question shall not be affected thereby.
11.4. The contract shall be governed by the laws of Ireland.
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