OCON Chemicals Terms & Conditions
CONDITIONS OF SALE
1. Interpretation
In these conditions of sale:
‘‘Supplier’’ means OCON Chemicals Limited, a company
registered in Ireland
no. 80132, whose registered
office is at Unit 5, South Cork Industrial Estate, Vicars Road, Pouladuff, Cork
‘‘Customer’’ means any person,
firm, company or unincorporated association which orders Goods.
‘‘Goods’’ means
the goods ordered
by the Customer
from the Supplier, in
an order which has been accepted
by the Supplier.
2. Delivery
Date
The Supplier shall use
reasonable efforts to meet any stated delivery date but shall not be liable (in
contract, negligence or otherwise) for any loss or damage resulting from its
failure to do so, howsoever caused.
3. Delivery Location
Delivery shall be at the Customer’s
premises stated on the purchase order, unless otherwise agreed.
4. Installments
Unless otherwise expressly agreed, the
Supplier may make delivery in one or more installments.
5. Packaging,
Carriage and Insurance
The Prices
are inclusive of any
costs of standard packaging, carriage and insurance, which shall be
arranged by the Supplier but paid by the Customer in addition to the Price,
unless otherwise expressly agreed at the time of order.
6. Title
Title to the Goods only passes to the
Customer when payment is made for them in full.
7. Risk
Risk in
the Goods purchased
shall pass to
the Customer upon delivery regardless of whether title has
passed.
Delivery is deemed made when the Goods are made available to the Customer at the point of delivery, and for the avoidance of doubt, the Supplier is solely responsible for unloading.
8. Returnable Packaging
If the Goods are supplied with packaging
designated by the Supplier as returnable, the Customer shall return it,
carriage-paid and in good order and condition to such premises in Ireland as
may be specified by the Supplier.
9. Queries and Complaints
The Customer shall inspect the Goods
immediately upon delivery and shall give written notice of any queries and/or
complaints to the Supplier within three days of delivery of the Goods. If the Customer fails to give such notice
within this period then the Goods delivered shall be presumed to be in
accordance with the Order.
10. Price.
The price quoted by the Supplier to the Customer at the date of the
order is the relevant price.
11. VAT
Unless expressly quoted
as including VAT,
all prices are
exclusive of value added tax which shall be paid at the
appropriate rate by the Customer in addition to the price.
12. Time of Invoice
The Supplier may invoice the Customer for Goods dispatched upon dispatch of the Goods whether the Order is dispatched in installments or otherwise.
13. Payment Terms
Unless otherwise agreed in writing by the Supplier, the Customer shall make all payments due to the Supplier, on or within 30 days of the date of the invoice, by cheque or in cleared funds to the bank account nominated by the Supplier.
14. No Deductions
The Customer shall make all payments in Euros, and shall not exercise any rights of set-off (statutory or otherwise) or counterclaim against invoices.
15. Interest.
The
Customer shall pay interest on overdue accounts (including VAT) at 7% per annum
above the main refinancing rate of the European Central Bank from time to time accruing
daily from the due date for payment under Clause 13. Interest will be payable before and after
judgement.
16. Warranties
The Supplier warrants that:
16.1. at the time of sale, it will have title to sell the Goods to the Customer; and
16.2. the Goods sold to the Customer will conform with the specification for them published by the Supplier or their manufacturer.
17. Remedy
Subject to Clause 21, if the Supplier is in
breach of the warranties given by it under Clause 16, its liability shall be
limited to:
17.1. replacement of the Product concerned; or
17.2. at the option of the Supplier, reimbursement of the price.
18. No Other Liability
Subject to Clause
21, the Supplier shall have no further liability to the Customer other than as
described in Clause 17, whether under these conditions of sale
or on any other basis
including liability in
tort as a
result of the
sale and/or condition of the
Goods.
19. Consequential Loss
Subject to Clause 21,
the Supplier shall
not under any circumstances be liable to the Customer
by reason of any representation or warranty, condition or other
term or any duty of
common law, or
under the express
terms of these conditions
of sale, for
any consequential, special,
incidental or punitive
loss or damage (whether
for loss of
current or future
profits, loss of
enterprise value or otherwise) and whether occasioned by the
negligence of the Supplier, its employees or agents or otherwise, even if
advised of the possibility of such damages.
20. Non-Excusable Liability
Nothing in this these conditions of sale
shall exclude or limit the liability
of the Supplier
for death or
personal injury resulting
from the negligence of the
Supplier or any of its employees or agents, nor shall they operate to
exclude or limit
any statutory rights
which cannot be
legally excluded or
limited.
21. Application
The within Terms and Conditions shall apply
to any purchase of Goods under an Order which is accepted by the Supplier. These Terms and Conditions are subject only
to the written Special Conditions (if any) indicated by the Supplier at the
time of Order, and any such Special
Conditions shall prevail in the event of any conflict between them and the
within Terms and Conditions. No other
terms shall apply to the sale of the Goods, including any standard conditions
of purchase of the Customer, even if they are printed on the written order of
the Customer or any other document issued by the Customer.
22. Force Majeure
The Supplier shall not be liable to the Customer for any
loss or damage which may be suffered by the Customer as a result, directly or
indirectly, of the supply of the Goods by the Company being prevented,
hindered, delayed or rendered uneconomic by reason of circumstances or events
beyond the reasonable control of the Supplier; including but not limited to Act
of God, war, riot, civil disobedience, strike, lock-out, trade dispute,
accident, breakdown of plant or machinery, fire, flood, storm, difficulty or
increased expense in obtaining workmen, materials or transport or other
circumstances affecting the supply of the Goods or of the Supplier’s normal
sources of supply for the Goods or the Supplier’s normal means of delivery of
the Goods.
23. Governing Law
These conditions of sale shall be governed by Irish law.
