Conditions of Sale
1. General Conditions
1. Definition
1.1 ‘Buyer’
means the person who buys or agrees to buy the Goods and Services from the Seller.
1.2 ‘Conditions’
means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
1.3 ‘Delivery Date’
means the date specified by the Seller when the Goods and Services are to be delivered.
1.4 ‘Goods and Services’
means the articles which the Buyer agrees to buy from the Seller.
1.5 ‘Price’
means the price for the Goods and Services excluding carriage, packing, insurance and VAT.
1.6 ‘Seller’
means OmniSys Ltd., Unit 2 & 3 Finglas Business Centre, Jamestown Road, Dublin 11, Ireland
2. Conditions applicable
2.1 These Conditions shall apply to all contracts for the sale of Goods and Services by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document.
2.2 All orders for Goods and Services shall be deemed to be an offer by the Buyer to purchase Goods and Services pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods and Services shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
3. The Price and payment
3.1 The Price of the Goods and Services shall be the Seller’s quoted price which shall be binding on the Seller provided that the Buyer shall accept the Seller’s quotation within 30 days. The Seller may by giving notice to the Buyer at any time up to10 days before delivery increase the Price of the Goods and Services to reflect any increase in the cost to the Seller which is due to factors occurring after the making of the contract of sale which are beyond the reasonable control of the Seller (including, without limitation, foreign exchange fluctuations, taxes and duties and the cost of labour, materials and other manufacturing costs) provided that the Buyer may cancel this contract within 7 days of any such notice from the Seller. The Price is exclusive of VAT which shall be due at the rate ruling on the date of VAT invoice.
3.2 The Seller shall not be bound to deliver the Goods and Services until the Buyer has paid for them. Payment shall be due before the Delivery Date and time for payment shall be of the essence. The Price is exclusive of VAT which shall be due at the rate ruling on the date of VAT invoice.
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2% above OmniSys Ltd.’s Bank plc’s base rate from time to time in force and shall accrue at such a rate after as well as before any judgement.
3.4 If the Buyer fails to make any payment on the due date then without prejudice to any of the Seller’s other rights the Seller may:
3.4:1 suspend or cancel deliveries of any articles due to the Buyer; and/or
3.4:2 appropriate any payment made by the Buyer to such of the Goods and Services (or Goods and Services supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit.
4. The Goods and Services
4.1 The quantity and description of the Goods and Services shall be as set out in the Seller’s quotation
4.2 The Goods and Services shall be supplied in accordance with the description contained in the Seller’s specification and manufactured in accordance.
4.3 The Seller may from time to time make changes in the specification of the Goods and Services which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods and Services.
4.4 The specifications and design of the Goods and Services (including the copyright, design right or other intellectual property in them shall as between the parties be the property of the Seller. Where any designs or specifications have been supplied by the Buyer for manufacture by or to the order of the Seller then the Buyer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods and Services shall not infringe the rights of any third party.
4.5 Where any specifications and design of the Goods and Services or any of the Goods and Services have been provided by the Buyer the copyright, design right or other intellectual property in them shall remain the property of the Buyer.
5. Warranties and liability
The Seller warrants that the Goods and Services will at the time of delivery correspond to the description given by the Seller.
6. Delivery of the Goods and Services
6.1 Delivery of the Goods and Services shall be made to the Buyer’s address on the Delivery Date. The Buyer shall make all arrangements necessary to take delivery of the Goods and Services whenever they are tendered for delivery.
6.2 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods and Services or any of them promptly or at all.
6.3 Notwithstanding that the Seller may have delayed or failed to deliver the Goods and Services (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods and Services in full provided that delivery shall be tendered at any time within 3 months of the Delivery Date.
7. Acceptance of the Goods and Services
7.1 The Buyer shall be deemed to have accepted Goods and Services 24 hours after delivery to the Buyer.
7.2 After acceptance the Buyer shall not be entitled to reject Goods and Services which are not in accordance with the contract.
7.3 If the Buyer properly rejects any of the Goods and Services which are not in accordance with the contract the Buyer shall nonetheless pay the full Price for such Goods and Services unless the Buyer promptly gives notice of rejection to the Seller and at the Buyer’s cost returns such Goods and Services to the Seller within 48 hours after delivery to the Buyer.
7.4 No Goods and Services delivered to the Buyer which are in accordance with the contract will be accepted for return without the prior written approval of the Seller in accordance with the Seller’s returns authorisations procedure and on terms to be determine at the absolute discretion of the Seller
7.5 Goods and Services returned without the prior written approval of the Seller may at the Seller’s absolute discretion be returned to the Buyer or stored at the Buyer’s cost without prejudice to any rights or remedies the Seller may have.
8. Title and risk
8.1 Title shall pass on delivery of the Goods and Services.
8.2 The Goods and Services shall be at the Buyer’s risk as from delivery.
8.3 In spite of delivery having been made property in the Goods and Services shall not pass from the Seller until:
8.3:1 the Buyer shall have paid the Price plus VAT in full; and
8.3:2 no other sums whatever shall be due from the Buyer to the Seller.
9. Remedies of Buyer
9.1 Where the Buyer accepts or has been deemed to have accepted any Goods and Services then the Seller shall have no liability whatever to the Buyer in respect of those Goods and Services.
9.2 The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods and Services.
10. Miscellaneous clauses for conditions of sale or purchase
10.1 The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off or counterclaim which the Buyer may have or allege to have or for any reason whatever.
10.2 All headings are for ease of reference only and shall not affect the construction of this contract.
10.3 Any provision of this contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of this contract.
10.4 No waiver or forbearance by the Seller (whether express or implied) in enforcing any of its rights under this contract shall prejudice its right to do so in the future.
10.5 The Seller may license or sub-contract all or any part of its rights and obligations under this contract without the Buyer’s consent.
10.6 The Seller shall not be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of the Seller.
10.7 The Seller may cancel this contract at any time before the Goods and Services are delivered by giving written notice. On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Price. The seller shall not be liable for any loss or damage whatever arising from such cancellation.
