Terms & Conditions
1. Interpretation: In these conditions of sale: “Supplier” means Irish Rollforming Ltd., registered in Ireland no. 461843 whose registered office is Bweeng, Mallow, Co. Cork. “Customer” means the person who purchases the Goods. “Goods” means the goods ordered by the Customer from the Supplier, in an order which has been accepted by the Supplier and shall not include any tooling or intellectual property relating to the Goods. All Quotations are valid in all respects, including price and delivery, for a period of 30 days from the date of the Quotation.
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 arising from its failure to do so, howsoever caused.
3. Delivery Location: Delivery shall be at the Supplier’s premises, unless otherwise agreed.
4. Instalments: Unless otherwise expressly agreed in writing, the Supplier may make delivery in one or more instalments.
5. Packaging, Carriage and Insurance: The Prices are inclusive of any costs of standard packaging. Carriage and insurance shall be arranged and paid for by the Customer.
6. TITLE. TITLE TO THE GOODS ONLY PASSES TO THE CUSTOMER WHEN PAYMENT IN FULL IS RECEIVED BY SUPPLIER. Process waste will be and remain the Supplier’s property.
7. Risk: Title and risk to the goods purchased shall pass to the Customer upon delivery. Delivery is deemed made when the Goods are paid for in full and made available to the Customer at the Supplier’s premises. For the avoidance of doubt, the Customer 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 premises specified by the Supplier.
9. Queries and Complaints: Notification of queries and/or complaints must be notified to the Supplier in writing with fourteen (14) days of receipt of the Goods.
10. Prices: Unless another price is quoted by the Supplier in writing and accepted by the Customer, the price of the Goods is at the Supplier’s relevant trade prices as at the date of the order. The Supplier’s relevant trade prices are available from the Supplier upon request. Without prejudice to the foregoing, and for the avoidance of doubt, any amendment to the order will be at the Customer’s cost. The Customer will be liable for the costs associated with waste or spoilage of free issue raw material.
11. VAT: Unless expressly quoted in writing as including VAT, all prices are exclusive of Value Added Tax or other government taxes, or duties or charges of any nature whatsoever (whether of imposed by the Government of the Republic of Ireland or otherwise) which, if applicable, shall be paid by the Customer.
12. Time of Invoice: The Supplier may issue a Statement of Account or, at its discretion, an Invoice the Customer upon despatch of the Goods.
13. Payment Terms: The Customer shall make all payments due to the Supplier, prior to the Delivery Date of the Goods (as defined in paragraph 2, above) or in line with agreed credit terms, by cleared funds to the Suppliers bank account.
14. No deductions: The Customer shall make all payments in Euros (or, at the Supplier’s option, whichever other currency may be legal tender on the late of the date of delivery or the date of payment), without set-off or counterclaim and free and clear of all taxes, deductions, withholdings and other charges.
15. Interest: The Customer shall pay to the Supplier interest on any overdue amount at a rate of 7% per annum above the refinancing base rate of the European Central Bank (or, at the Supplier’s option, and if applicable at the date of delivery or the date of payment, at 7% above the Dublin Inter-Bank interest rate (or its equivalent) from time to time) from the due date for payment until payment, calculated on a daily basis and compounded monthly. Interest will be payable both before and after judgment.
16. Warranties: The Supplier warrants that at the time of sale, it will have title to sell the Goods to the Customer. The Supplier will manufacture and supply Goods in accordance with drawings and specifications supplied or approved by the Customer. The Supplier will entirely rely on the manufacturers and/or vendors of the materials and/or components used in the manufacture of the Goods to ensure that the said materials and/or components are of the requisite quality and comply with the relevant specification(s) or sample(s). Accordingly, the Supplier gives no warranty or representation in regard to the materials’ and/or components, quality or compliance with specification(s) or sample(s). Furthermore, the Supplier gives no warranty or representation in regard to any materials or components which are supplied by the Customer. Subject to the foregoing, the Supplier warrants that the Goods sold to the Customer will conform with the specification for them which will be furnished by the Supplier to the Customer upon request.
17. Remedy: Subject to Clause 20, if the Supplier is in breach of the warranties given by it under Clause 16, its liability shall be limited to: a. Replacement of the Product concerned; or, b. At the option of the Supplier, reimbursement of the price
18. No other Liability: Subject to Clause 20, 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 statutory duty and liability in tort as a result of the sale of the Goods. Consequential Loss, etc.: Subject to Clause 20, 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-Excludable 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, including the statutory rights of a consumer. Without prejudice to the generality of this clause. Customer acknowledges that the Goods are likely to be heavy and sharp and great care should be employed in handling them.
21. Severance: If any provision of these conditions of sale (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted or modified, the provision will apply with whatever modifications is necessary to give effect to the commercial intention of the parties.
22. Application: These conditions of sale shall apply to any purchase of goods under an order which is accepted by the Supplier. 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.
23. Waiver and Variation: The Supplier’s failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies by the Supplier. No single or partial exercise by the Supplier of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy. No variation of this Agreement shall be effective unless it is made in writing, in advance, and signed by the Supplier.
24. Governing law: These conditions of sale and any associated contracts, arrangements and relationships shall be governed and construed in accordance with the laws of the Republic of Ireland and are subject to the exclusive jurisdiction of the Irish courts.