Terms and Conditions of Sale governing Sale of Goods from Conversation Piece (Cork) Ltd.
(the “Seller”)to the Customer referred to in the Customer Sale and Voice Order Form (the “Buyer”)
1. BASIS OF CONTRACT
1.1 These Conditions shall form part of allContracts between the Seller and the Buyer for the Sale of Goods and all Conditions contrary to these
Conditions are hereby excluded.
No variation of these Conditions shall be binding unless accepted in writing by an Officer of the Seller authorised for that purpose.
1.2 Unless otherwise agreed in writing by a Director of the Seller, these Conditions, which supercede any earlier sets of Conditions appearing on the Seller’s
Quotation or elsewhere, shall override any Terms or Conditions stipulated, incorporated and referred to by the Buyer whether in the Order Form, on the
Buyer’s Contract or in any negotiations and no verbal quotation or undertaking will be binding on the Seller. All Orders must be accepted and executed on
the understanding that the Buyer is bound by these Terms and Conditions of Trading.
2. QUOTATIONS ORDERS SPECIFICATION AND PERFORMANCE
2.1 AnOffer will be constituted only by an Order from the Buyer, and a Contract will be created only, by the Seller’s acceptance of the Buyer’s Order.
2.2 The quantity, quality and description of and any specification for the Goods shall be those set out in the Buyer’s Order subject to such amendment as is
contained in the Seller’s acceptance.
2.3 Where applicable, the charge for installation/connecting and commissioning is based on current cable and labour rates and isthus liable to
alteration in the event of a change in these rates before the work is carried out.
3.1 Delivery of the goods shall be made by the Seller delivering the Goods to the Buyer’s premises. The Seller does not guarantee the exact date of
delivery. Time for delivery shall not be of the essence.
3.2 In the event of an act of God, governmental direction or industrial or international unrest or any other cause of whatsoever nature beyond the
control of the Seller, the Sellershall not be liable for any default in the performance of the Contract arising therefrom.
3.3 If in the opinion of the Sellerthe Buyer isin an unstable financial position or isin breach of any Contract with the Seller, the Seller may stop any
Goods in transit and suspend further deliveries and may determine any Contract with the Buyer without prejudice to any existing claim.
4.1 The Buyer shall be deemed to have accepted the Goods as ordered unless the Seller shall have within 10 days following delivery of the Goods
received notice in writing from the Buyer of any matter or thing by reason whereof he alleges that the Goods are not in accordance with the Contract.
5. PRICE AND TERMS OF PAYMENT
5.1 Subject to Clause 2.3 and 5.2 the price of the Goods (excluding VAT) shall be the Sales Price referred to in the Customer Sale and Voice Order Form
provided that allsuch prices are valid for 30 days only from the date of this Order.
5.2 The Sellershall be entitled to add to the price the amount of any tax or other governmental charges which the Seller must pay in respect of the Goods.
5.3 Where there is a Contract forthe Sale of Goods which requiresinstallation or some other form of worksto be carried out by the Seller, the Buyer shall pay
40% of the total amount due to the Seller upon signing this Contract. The remaining 60% shall be paid by the Buyer upon completion of the installation or other
worksto be carried out by the Seller under the Terms of the Contract. The Seller reserves the right to charge interest at the rate of 2% per calendar month
for every day following completion of the installation or other works.
5.4 Where there is a Contract forthe Sale of Goods on a supply only basis, the Buyer shall pay the price of the Goods and associated costs within 30 days of the
date of the Seller’s invoice. If the invoice is not paid within the said 30 days, the Seller reserves the right to charge interest at the rate of 2% per calendar month
for every day following expiry of the said 30 days.
6. RISK AND PROPERTY
6.1 The ownership of all Goods sold by the Seller, whether or not delivered to the Buyer, shall remain with the Seller until the full purchase price has
been paid by the Buyer.
6.2 The Buyer hereby grants the Seller a right of entry onto the land and premises of the Buyer for the recovery of such Goods. The Sellershall be
entitled to use allreasonable means for their recovery.
6.3 The risk of damage to or loss of the Goods (and those Articles into which those goods are subsequently incorporated) shall pass to the Buyer on
delivery irrespective of whether property in the said Goods and/or Articles remains in the Seller.
7. COMPLAINTS WARRANTIES AND LIABILITY
7.1 The Seller’s liability in respect of any Goods supplied to the Buyer shall be limited to the Purchase Price of such Goods actually paid under the
Contract or at the Seller’s option to replacing such Goods.
7.2 While the Company makes every effort to prevent fraudulent activity by any party gaining unauthorised access to the Installation, the Company shall not
be liable for any loss of any nature whatsoever, to the Customer or third parties, as a result of such activity. Such activity includes but is not limited to Toll Fraud,
Malware Infection, Modification of the Installation, or its use (in whole or in part) with software other than software supplied by the manufacturer, improper use
operation or neglect of any part or parts or all of the installation, or the use of the installation for a purpose for which all or any of the individual elements were
not designed or intended.
7.3 No liability in respect of Goods alleged to have been lost, undelivered, pilfered or damaged in transit shall be accepted by the Seller where the risk in the
Goods shall have passed to the Buyer before the alleged incident or where the Buyer’s carrier has given a receipt for the Goods. No Goods shall be returned to the
Sellersave with its consent and the Seller’s certificate as to the quality and condition of the Goods so returned shall be final and binding.
7.4 In the event of the Buyer purchasing the Goods by description, the provision of Section 13 of the Sale of Goods Act 1893 (which implies the term that
the Goods shall correspond with their description) shall not apply to the Contract.
7.5 The Seller makes and gives no warranty condition or representation in regard to the Goods save as expressly stated in writing by an Officer of the Seller
authorised forsuch purpose and it shall not be a condition of this Contract that the Goods supplied hereunder are fitfor the purpose for which the Buyer wants
them whether or not this purpose has been made known to the Seller and/or are of merchantable quality. The Buyer accepts that prior to agreeing to purchase
the Goods hereunder he has satisfied himself as to their fitness for this purpose and as to their merchantable quality in
regard to the use for which he requires them and has not relied upon the Seller’s skill, judgement or representations, if any, before so satisfying himself.
7.6 The Buyer represents to the Sellerthat the Buyer buys the Goods from the Sellerin the course of or for the purpose of a trade or undertaking carried on
by the Buyer and that the Buyer does not deal with the Seller as a Consumer within the meaning of Section 3 of the Sale of Goods and Supply of Services Act
1980 or within the meaning of the European Communities (Unfair Terms in Consumer Contracts) Regulations 1995.
7.7 The Buyer hereby expressly agrees that the provisions of this Clause 7 are fair and reasonable in the circumstances.
8. PATENTS TRADEMARKS AND DESIGNS
8.1 In consideration of payment by the Buyer to the Seller, the Buyer is authorised to use for itself all intellectual property rights of the Seller necessary for
the installation operation and maintenance of the Goods (the Rights) provided that:-
(a) The Buyer must not duplicate or modify the Rights or divulge or otherwise disclose or make available the Rights or any documentation or other
material comprising or associated with the Rights to any person: and
(b) Nothing herein contained shall be construed as transferring any of the Rights or any patent, utility model, trademark, design or copyright or any other
intellectual property rights in the Goods or in any product that the Goods can produce and allsuch rights are expressly reserved to the Seller.
8.2 Use of the Rights by the Buyer as aforesaid is, in addition, subject to the Terms and Conditions on which the Rights are held by the Seller.
9.1 Immediately upon delivery of the Goods, the Buyer shall be liable to insure the Goods against all loss or damage by accident, fire, theft or other risks
usually covered by insurance, the Goods to be insured at their full replacement value.
10. APPLICABLE LAW/JURISDICTION
10.1 The Contract shall be governed by and construed in allrespects in accordance with the Laws of Ireland. The parties hereby submit to the non-
exclusive jurisdiction of the Courts of Ireland.