Terms And Conditions

Maitech Industrial Services Ltd,Unit 9, IDA Business Park, Cork Road, Waterford, Ireland

STANDARD TERMS AND CONDITIONS OF SALE

1. INTERPRETATION

 

1.1 The definitions and rules of interpretation in this condition apply in these conditions.

Buyer: the person, firm or company who purchases the Goods from the Company.

Company: Maitech Industrial Services IRL Ltd , Rocklands , Gracedieu , Waterford ,Ireland

Registered in Ireland , reg no 377125

Contract: any contract between the Company and the Buyer for the sale and purchase of the

Goods, incorporating these conditions.

Delivery Point: the place where delivery of the Goods is to take place under condition 4.

Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including

any part or parts of them).

 

1.2 A reference to a law is a reference to it as it is in force for the time being taking account of any

amendment, extension or re-enactment.

 

1.3 Words in the singular include the plural and in the plural include the singular. A reference to one

gender includes a reference to the other gender.

 

1.4 Condition headings do not affect the interpretation of these conditions.

2. APPLICATION OF TERMS

 

2.1 Subject to any variation under condition 2.2 the Contract shall be on these conditions to the

exclusion of all other terms and conditions (including any terms or conditions which the Buyer

purports to apply under any purchase order, confirmation of order, specification or other document).

No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order,

confirmation of order, specification or other document shall form part of the Contract simply as a

result of such document being referred to in the Contract.

 

2.2 These conditions apply to all the Company's sales and any variation to these conditions and any

representations about the Goods shall have no effect unless expressly agreed in writing and signed

by an authorised representative of the Company. The Buyer acknowledges that it has not relied on

any statement, promise or representation made or given by or on behalf of the Company which is

not set out in the Contract. Nothing in this condition shall exclude or limit the Company's liability for

fraudulent misrepresentation.

 

2.3 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed

to be an offer by the Buyer to buy Goods subject to these conditions.

 

2.4 No order placed by the Buyer shall be deemed to be accepted by the Company until a written

acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods

to the Buyer.

 

2.5 The Buyer shall ensure that the terms of its order and any applicable specification are complete and

accurate.

 

2.6 Any quotation is given on the basis that no Contract shall come into existence until the Company

despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30

days only from its date, provided that the Company has not previously withdrawn it.

 

3. DESCRIPTION

 

3.1 The quantity and description of the Goods shall be as set out in the Company's quotation or

acknowledgement of order.

 

3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and

any descriptions or illustrations contained in the Company's catalogues or brochures are issued or

published for the sole purpose of giving an approximate idea of the Goods described in them. They

shall not form part of the Contract and this is not a sale by sample.

 

3.3 The Company reserves the right to make any changes in the specification of the Goods which are

required to conform with any applicable statutory requirements or, where the Goods are to be

supplied to the Buyer’s specification, which do not materially affect their quality or performance.

 

4. DELIVERY

 

4.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the

Company's place of business.

 

4.2 The Buyer shall take delivery of the Goods within 5 days of the Company giving it notice that the

Goods are ready for delivery.

 

4.3 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and

time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery

shall be within a reasonable time.

 

4.4 Subject to the other provisions of these conditions the Company shall not be liable for any direct,

indirect or consequential loss (all three of which terms include, without limitation, pure economic

loss, loss of profits, anticipated savings, loss of business, depletion of goodwill and similar loss),

costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the

Goods (even if caused by the Company's negligence), nor shall any delay entitle the Buyer to

terminate or rescind the Contract unless such delay exceeds 180 days.

 

4.5 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for

delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided

appropriate instructions, documents, licences or authorisations:

(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the

Company's negligence);

(b) the Goods shall be deemed to have been delivered; and

(c) the Company may store the Goods until delivery, whereupon the Buyer shall be liable for

all related costs and expenses (including, without limitation, storage and insurance).

 

4.6 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate

equipment and manual labour for loading the Goods.

 

4.7 If the Company delivers to the Buyer a quantity of Goods of up to 2% more or less than the quantity

accepted by the Company, the Buyer shall not be entitled to object to or reject the Goods or any of

them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.

 

4.8 The Company may deliver the Goods by separate instalments. Each separate instalment shall be

invoiced and paid for in accordance with the provisions of the Contract. Each instalment shall be a

separate Contract and no cancellation or termination of any one Contract relating to an instalment

shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

 

5. NON-DELIVERY

 

5.1 The quantity of any consignment of Goods as recorded by the Company on despatch from the

Company's place of business shall be conclusive evidence of the quantity received by the Buyer on

delivery unless the Buyer can provide conclusive evidence proving the contrary.

 

5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's

negligence) unless the Buyer gives written notice to the Company of the non-delivery within 7 days

of the date when the Goods would in the ordinary course of events have been received.

 

5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods

within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice

raised for such Goods.

 

6. RISK/TITLE

 

6.1 The Goods are at the risk of the Buyer from the time of delivery.

 

6.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash

or cleared funds) all sums due to it in respect of:

 

(a) the Goods; and

(b) all other sums which are or which become due to the Company from the Buyer on any

account.

 

6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:

(a) hold the Goods on a fiduciary basis as the Company's bailee;

(b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer

or any third party in such a way that they remain readily identifiable as the Company's

property;

(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the

Goods;

(d) maintain the Goods in satisfactory condition; and

(e) keep them insured on the Company's behalf for their full price against all risks to the

reasonable satisfaction of the Company and on request the Buyer shall produce the policy

of insurance to the Company.

 

6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following

conditions:

 

(a) any sale shall be effected in the ordinary course of the Buyer's business at full market

value; and

(b) any such sale shall be a sale of the Company's property on the Buyer's own behalf and the

Buyer shall deal as principal when making such a sale.

 

6.5 The Buyer's right to possession of the Goods shall terminate immediately if the Buyer:

 

(a) has a bankruptcy order made against him or makes an arrangement or composition with

his creditors, or otherwise takes the benefit of any statutory provision for the time being in

force for the relief of insolvent debtors, or convenes a meeting of creditors (whether

formal or informal), or enters into liquidation (whether voluntary or compulsory) except a

solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or

has a receiver and/or manager, administrator or administrative receiver appointed of its

undertaking or any part thereof, or documents are filed with the court for the appointment

of an administrator of the Buyer or notice of intention to appoint an administrator is given

by the Buyer or its directors or by a qualifying floating charge holder (as defined in

paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a

petition presented to any court for the winding-up of the Buyer or for the granting of an

administration order in respect of the Buyer, or any proceedings are commenced relating

to the insolvency or possible insolvency of the Buyer;

 

(b) suffers or allows any execution, whether legal or equitable, to be levied on his/its property

or obtained against him/it, or fails to observe or perform any of his/its obligations under

the Contract or any other contract between the Company and the Buyer, or is unable to

pay its debts within the meaning of the Insolvency Act 1988 or the Buyer

ceases to trade; or

 

(c) encumbers or in any way charges any of the Goods.

 

6.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of

any of the Goods has not passed from the Company.

 

6.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter

any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's

right to possession has terminated, to recover them.

 

6.8 Where the Company is unable to determine whether any Goods are the goods in respect of which

the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of

the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.

 

6.9 On termination of the Contract, howsoever caused, the Company's (but not the Buyer's) rights

contained in this condition 6 shall remain in effect.

 

7. PRICE

7.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set

out in the Company's price list published on the date of delivery or deemed delivery.

 

7.2 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation

to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay

in addition when it is due to pay for the Goods.

 

8. PAYMENT

 

8.1 Unless otherwise stated in the Company's quotation or acknowledgement of order, subject to

condition 8.4, payment of the price for the Goods is due in euros on the last working day

of the month following the month in which the Goods are delivered or deemed to be delivered.

 

8.2 Time for payment shall be of the essence.

 

8.3 No payment shall be deemed to have been received until the Company has received cleared funds.

 

8.4 All payments payable to the Company under the Contract shall become due immediately on its

termination despite any other provision.

 

8.5 The Buyer shall make all payments due under the Contract in full without any deduction whether by

way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court

order requiring an amount equal to such deduction to be paid by the Company to the Buyer.

 

8.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be

liable to pay interest to the Company on such sum from the due date for payment at the annual rate

of 4% above the base lending rate from time to time of allied irish bank , accruing on a daily basis

until payment is made, whether before or after any judgment provided always that the Company

reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act

2002

 

9. QUALITY

9.1 Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer

to the Buyer the benefit of any warranty or guarantee given to the Company.

 

9.2 The Company warrants that (subject to the other provisions of these conditions) on delivery and for

a period of 6 months from the date of delivery, the Goods shall:

 

(a) Be of satisfactory quality within the meaning of the Sale of Goods Act 1980 and

 

(b) be reasonably fit for any particular purpose for which the Goods are being bought if the

Buyer had made known that purpose to the Company in writing and the Company has

confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of

the Company.

 

9.3 The Company shall not be liable for a breach of any of the warranties in condition 9.2 unless:

(a) the Buyer gives written notice of the defect to the Company, and, if the defect is as a

result of damage in transit to the carrier, within 7 days of the time when the Buyer

discovers or ought to have discovered the defect; and

 

(b) the Company is given a reasonable opportunity after receiving the notice of examining

such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the

Company's place of business at the Buyer’s cost for the examination to take place there.

 

9.4 The Company shall not be liable for a breach of any of the warranties in condition 9.2 if:

 

(a) the Buyer makes any further use of such Goods after giving such notice;

 

(b) the defect arises because the Buyer failed to follow the Company's oral or written

instructions as to the storage, installation, commissioning, use or maintenance of the

Goods or (if there are none) good trade practice;

 

(c) the Buyer alters or repairs such Goods without the prior written consent of the Company;

 

Or

 

(d) if the total price for the Goods has not been paid or if any charges due to the Seller from

the Buyer have not been paid.

 

9.5 Subject to condition 9.3 and condition 9.4, if any of the Goods do not conform with any of the

warranties in condition 9.2 the Company shall at its option repair or replace such Goods (or the

defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the

Company so requests, the Buyer shall, at the Company's expense, return the Goods or the part of

such Goods which is defective to the Company.

 

9.6 If the Company complies with condition 9.5 it shall have no further liability for a breach of any of the

warranties in condition 9.2 in respect of such Goods.

 

9.7 Any Goods replaced shall belong to the Company and any repaired or replacement Goods shall be

guaranteed on these terms for the unexpired portion of the 6 month period.

 

10. LIMITATION OF LIABILITY - THE BUYER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION

 

10.1 Subject to conditions 4, 5 and 9, the following provisions set out the entire financial liability of the

Company (including any liability for the acts or omissions of its employees, agents and subcontractors)

to the Buyer in respect of:

 

(a) any breach of these conditions;

 

(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating

any of the Goods; and

 

(c) any representation, statement or tortious act or omission including negligence arising

under or in connection with the Contract.

 

10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions

implied by section 12 of the Sale of Goods Act 1980) are, to the fullest extent permitted by law,

excluded from the Contract.

 

10.3 Nothing in these conditions excludes or limits the liability of the Company:

 

for death or personal injury caused by the Company's negligence;

 

(b) under section 2(3) of the Consumer Protection Act 2007

 

(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude

its liability; or

 

(d) for fraud or fraudulent misrepresentation.

 

10.4 The Company shall accept liability to the Buyer in respect of damage to the tangible property of the

Buyer resulting from the negligence of the Company or its employees, agents or sub-contractors up

to a maximum amount of €1 million for each event or series of connected events.

 

The Buyer's attention is in particular drawn to the provisions of condition 10.5.

 

10.5 Subject to conditions 10.2 - 10.34 (inclusive):

 

(a) the Company's total liability in contract, tort (including negligence or breach of statutory

duty), misrepresentation, restitution or otherwise, arising in connection with the

performance or contemplated performance of the Contract shall be limited to the Contract

price; and

 

(b) the Company shall not be liable to the Buyer for any pure economic loss, loss of profit,

anticipated savings, loss of business, or depletion of goodwill or similar loss in each case

whether direct, indirect or consequential, or any claims for consequential compensation

whatsoever (howsoever caused) which arise out of or in connection with the Contract.

 

11. FORCE MAJEURE

 

11.1 The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the

volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or

delayed in the carrying on of its business due to circumstances beyond the reasonable control of the

Company including, without limitation, acts of God, governmental actions, war or national

emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lockouts,

strikes or other labour disputes (whether or not relating to either party's workforce), or

restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or

suitable materials, provided that, if the event in question continues for a continuous period in excess

of 30 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the

Contract.

 

12. GENERAL

 

12.1 The Contract constitutes the whole agreement between the parties in relation to the Goods and

supersedes all previous agreements between the parties relating to its subject matter.

 

12.2 No variation of the Contract or these Conditions or of any of the documents referred to in them shall

be valid unless it is in writing and signed by or on behalf of each of the parties.

 

12.3 Each right or remedy of the Company under the Contract is without prejudice to any other right or

remedy of the Company whether under the Contract or not.

 

12.4 If any provision of the Contract is found by any court, tribunal or administrative body of competent

jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it

shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or

unreasonableness be deemed severable and the remaining provisions of the Contract and the

remainder of such provision shall continue in full force and effect.

 

12.5 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract

shall not be construed as a waiver of any of its rights under the Contract.

 

12.6 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by

the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way

affect the other terms of the Contract.

 

12.7 The Company may assign the Contract or any part of it to any person, firm or company. The Buyer

shall not be entitled to assign the Contract or any part of it without the prior written consent of the

Company.

 

12.8 The parties to the Contract do not intend that any term of the Contract shall be enforceable by

virtue of the Contracts (Rights of Third Parties) Act by any person that is not a party to it.

12.9 All communications between the parties about the Contract shall be in writing and delivered by hand

or sent by pre-paid first class post or sent by fax:

 

(a) (in case of communications to the Company) to its registered office or such changed

address as shall be notified to the Buyer by the Company; or

 

(b) (in the case of the communications to the Buyer) to the address of the Buyer set out in the

Contract or such other address as shall be notified to the Company by the Buyer

and communications shall be deemed to have been received:

 

(c) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and

public holidays) after posting (exclusive of the day of posting);

 

(d) if delivered by hand, on the day of delivery; or

 

(e) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise

on the next working day.

 

12.10 The formation, existence, construction, performance, validity and all aspects of the Contract shall be

governed by irish law and the parties submit to the exclusive jurisdiction of the irish courts.

Maitech Industrial Services, Unit 9, IDA Business Park, Cork Road, Waterford, Ireland

Tel: +353 (0)51 351897 | fax: +353 (0)51 375896
email: enquiries@maitechservice.com

Automat:ee