GENERAL
Every contract entered into by Farmhand Limited having its registered office at Damastown Rise, Damastown Industrial Park, D15 W244 (hereinafter referred to as “the Company”) with any person, persons or body corporate (hereinafter referred to as “the customers”) for the sale of goods shall be subject to the terms and conditions set out hereunder which shall be deemed to be incorporated into and form part of every such contract.
- No forbearance or indulgence shown or granted by the Company to the customer (being the sole purchaser or any one or more of joint purchasers), in any regard whatsoever shall constitute a waiver of any covenant or condition to be performed by that customer or in any way effect, diminish, restrict, or prejudice the rights and powers of the Company, any supplier, dealer or other person. not in the actual employment of the company by or through whom a transaction may have been introduced, negotiated or conducted is not the agent and has no authority to art as the agent of the Company who shall under no circumstances be held liable for any statement, condition, warranty or representation made or given by such supplier, dealer or other person unless the same is accepted by the Company in writing and signed on behalf of the Company by a duly authorised officer of the Company. Any variation of or derogation from or addition to these conditions by whomsoever made shall in no way bind the Company, unless the same shall be in writing. signed on behalf of the Company by a duly authorised officer of the company.
2.PAYMENT
(i) Payment by the customer for goods supplied by the Company shall be made within one calendar month of the date appearing on the invoice.
(ii) Customers to whom credited facilities have been granted must settle accounts in accordance with the terms agreed with the Company.
(iii) If any delay or default in payment due in accordance with these conditions occurs, simple interest shall be chargeable by the Company on all sums due to the Company at the rate of 5% per annum over the cost of raising three months funds on the Dublin Inter Bank Market on the due date, such interest to be charged on a day to day basis from the due date until actual payment is received by the Company.
- DELIVERY
(i) Any time or date stated by the Company for delivery is given and intended as an estimated only and the Company shall not be liable to make good any damage or loss whether arising directly or indirectly out of any delay in delivery.
(ii) The Company may choose any method of delivery. The customer shall provide sufficient labour and equipment to offload goods at the place of delivery and the Company shall not be liable for loss or damage occurring in the course of unloading.
(iii) All goods must be examined by the customer immediately on delivery. Where the goods are incomplete or breakage or shortage occurs or has been sustained the delivery docket or carriers receipt note must be endorsed to this effect by the customer and the customer must notify the carrier and the Company’s Sales Office in writing immediately on receipt and not later than seven days after receipt. No claims whatsoever can be maintained against or entertained by the Company whether on account of alleged short delivery or breakage
or for any other reason unless this condition is strictly complied with.
(iv) All goods returned by the Customer to the Company by virtue of this or any other clause of the conditions must be sent by the customer at his own expense paid by the customer on or prior to dispatch and sent to the Company at its place of business at Damastown Rise, Damastown Industrial Park, D15 W244 or elsewhere as directed by the Company.
(v) The customer will pay a handling charge to the Company on all goods returned in accordance with the aforesaid provisions of clause 3(iv) hereof at the rate of 10% of the net price together with VAT at the appropriate rate in the case of new machines and at the rate of 20% of the net price together with VAT at the appropriate rate in the case of new parts.
(vi) Any orders which have not been collected within 3 weeks from date of order, may at our discretion be delivered at our normal delivery charges.
- REPRESENTATIONS, WARRANTIES AND CONDITIONS
(a) (i) Where the Customer deals as a consumer as defined by Section 3 (1) of the Sale of Goods and Supply of Services Act, 1980, the contractual rights which the customer enjoys by virtue of Sections 13, 14 and 15 of the Sale of Goods Act 1893 as amended are in no way prejudiced by any of the provisions of this Agreement.
(ii) Subject to Clause 4 (a) (i) hereof all terms, conditions and warranties whether express or implied and whether arising by statute, or at Common Law in relation to the sale of goods are hereby expressly excluded.
(iii) The terms implied by Section 39 of the aforesaid Act of 1980 are hereby expressly excluded subject to the provisions of Section 40 of the said Act.
(iv) Nothing in Cause 4(a) herein shall in any way affect or prejudice the rights the customer may have under the provisions of Section 12 and 13 of the aforesaid Act of 1980.
(b) The Company shall not be liable for the observance of the terms of any Guarantee (as defined by Section 15 of the aforesaid Act of 1980) given to the Customer by any person whomsoever in relation to the goods and the Customer shall be taken to have acknowledged that he has not been given any Guarantee by the Company in relation to the goods.
(c) Where the Customer has his place of business (or if he has none habitual residence) in the territory of the state other than the Republic of Ireland and the contract with that Customer is for the international sale of goods by the Company to the Customer within the meaning of Sections 24 of the Sale of Goods and Supply of Services Act 1980 then any term, condition or warranty implied by reason of Sections 12, 13, 14 and 15 of the Sale of Goods Act of 1893 as amended is hereby excluded.
(d) All warranty claims must be submitted in writing on FARMHAND LTD. Claim Forms within one calendar month of the date of completion of the repair work.
- PRICES
(i) All prices are quoted exclusive of VAT (and are hereinafter referred to as the “net price”) and the actual purchase price for which the customer Is liable is therefore the net price plus VAT at ·the appropriate rate.
(ii) The price for goods exclusive of duty may be altered by the Company without notice at any time prior to the delivery in accordance with any changes in the currency values which alter the cost to the Company of the goods.
- TITLE TO THE GOODS AND RISK OF GOODS
(i) The Company shall net be liable for any loss or damage to goods, the subject matter of a contract of sale which have left the Company’s premises unless the said goods are at the time of loss or damage in the course of delivery in a vehicle belonging to the Company. Accordingly, the customer should insure the goods against such risks, if any, as the customer thinks appropriate.
(ii) Without prejudice to the aforementioned condition, all goods supplied shall remain the property of the Company until all sums and debts due or to become owing become due or owing to the Company in respect of the said goods shall have been paid in full to the company by the customer.
(iii) Until such full payment as aforesaid is made by the customer to the Company the Customer shall hold all goods (the ownership and the property in which is vested in the company by virtue of this clause) in a fiduciary capacity only, and if the Company so requires. The Customer shall store such goods at no cost to the Company in such a manner and way so that the said goods are clearly identified and identifiable as belonging to the Company.
(iv) If any payment is overdue to the Company in respect of the Company’s goods then the Company at its own discretion shall be entitled to demand that the customer deliver up possession of the said goods to the Company and the Company may recover and re-sell any or all of such goods and may without notice enter upon the Customer’s premises for that purpose.
(v) The Customer shall be entitled to re-sell the goods of the Company in the ordinary course of the Customer’s business but where any such re-sale takes place while the ownership and property in the goods is vested in the Company by virtue of this clause the Customer shall be under a fiduciary duty to account to the Company for the proceeds of such re-sale to the extent that any monies are owed by the Customer to the Company in respect of the said goods and to such extent the Customer shall hold the proceeds of any such re-sale of the Company’s goods on trust for the Company and such proceeds of re-sale shall be placed in an account of the Customer in such a way as to be identifiable as in the beneficial ownership of the Company and such proceeds shall be used only for the payment of the Company until the Company has been paid in full for all such goods supplied.
(vi) In the event that the Customer should re-sell the goods of the Company and should not be paid all or any part of the monies due to the Customer on foot of any such re-sale all such monies remaining due to the Customer shall be due to the Customer in its/his fiduciary capacity only and in trust for the Company until and up to the moment that the Company has been paid in full for all such goods supplied to the Customer by the Company and in such circumstances if the Customer attempts or purports to charge in any way whatsoever his fiduciary interest in all or any part of such monies due aa aforesaid such charge shall be void.
(vii) If required by the company to do so the Customer shall provide for the Company in writing the names and addresses of each of the parties or persons to whom it has re-sold the Company’s goods and the amount due or to become due in respect of such goods to the Customer at any time.
(viii) If required by the Company at any time to do so, the Customer hereby agrees by means of an absolute and unconditional legal assignment to assign to the Company all debts, sums and claims due to the Customer in this aforesaid fiduciary capacity by or against any person or party to whom the Customer has re-sold the Company’s goods.
(ix) PROVIDED ALWAYS that nothing contained in this Clause shall be deemed to constitute the Customer as an Agent of the Company in the Customer’s re-sale of the Company’s goods.
(x) PROVIDED ALSO that nothing in this cause shall in any way entitle the Customer to revoke the Agreement or to return any goods to the Company without the Company’s demand or consent nor entitle the Customer to refuse or delay payment on the grounds that the property in the goods has not yet passed to-the Customer.
(xi) The Customer shall indemnify and save the Company harmless against any and all claims, costs and expenses whatsoever in any manner arising from the Customer’s use or possession of the goods and against all loss, damage and expense whatsoever arising from any action, suit or proceedings or otherwise on account of any personal injury or death or damage to property occasioned by the goods or their use during the period in which the Company retains title to the said goods or on account of any infringement or alleged infringement of any patent occasioned by the operation or disposition of the goods.
7, DETERMINATION
If the Customer shall make default in or commit a breach of the Contract or of any other of its obligations to the Company or if any distress or execution levied upon the customer’s property or assets, or if the Customer shall make or offer to make any arrangement or composition with Creditors or permit any act of bankruptcy or if any petition or receiving Order in Bankruptcy shall be presented or made against the Customer or if the Customer being a Company and any resolution or petition to wind up such Customer’s business shall be passed or presented or if a Receiver of such Customer’s undertaking property or asset or any part thereof shall be appointed, the Company shall have the right forthwith to determine any contract them subsisting and upon notice of such determination being posted to the Customer’s last known address any subsisting Contact shall be deemed to have been determined without prejudice to any claim or right the Company may have or exercise whether under these general conditions or otherwise.
- JURISDICTION
These Conditions and all Sales and other business conducted between the Company and the Customer shall be subject to and constructed in accordance with the laws of the Republic of Ireland.
- NOTICE
(A) The Notice appearing at Paragraph B hereunder is set out for the purpose of complying with the requirement of section 11 (4) of the Sale of Goods and Supply of Services Act 1980 and the said Notice does not form part of the Contract between the Company and the Customer.
(B) The contractual rights which the Customer enjoys by virtue of Section 12, 13, 14, or 15 of the Sale of Goods Act 1893 as amended are in no way prejudiced by the above condition.
