1. Interpretation.
1.1 In these conditions of sale:
“Customer” means the person or body corporate who purchases the Goods from the Supplier or whose order for the Goods is accepted by the Supplier, including its employees, agents and/or sub/contractors, where relevant.
“Goods” means the goods ordered by the Customer from the Supplier and which the Supplier must supply in accordance with the provisions of these conditions of sale.
“Liability” means all and any claims (whether successful or otherwise), loss, liabilities, damages and expenses, including reasonable legal fees, expenses and costs.
“Supplier” means Norbridge Developments Limited, trading as Diamond Glass, having its registered office at Unit S3b Le Brocquy Ave, Park West Dublin 12.
1.2 The headings are inserted for convenience only and do not affect the construction of these conditions of sale.
1.3 A reference to a person shall include an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental entity or authority or other entity of whatever nature.
1.4 Reference to a statute or statutory provision includes a reference to it as from time to time amended, extended or re-enacted.
2. Delivery
2.1 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.
2.2 Delivery shall be at the Customer’s premises stated on the purchase order, unless otherwise agreed. [Delivery is deemed made when the Goods are made available to the Customer for unloading at the point of delivery, and for the avoidance of doubt, the Customer is solely responsible for unloading.]1
2.3 Unless otherwise expressly agreed, the Supplier may make delivery in one or more instalments.
2.4 The Prices are exclusive 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].
2.5 Notification of queries and/or complaints must be notified to the Supplier in writing within 2 days of receipt of the Goods.
3. Ownership
3.1 All risk in and damage to the Goods purchased shall pass to the Customer upon delivery. TITLE TO THE GOODS ONLY PASSES TO THE CUSTOMER WHEN PAYMENT IS MADE FOR THEM IN FULL.
3.2 If the Customer shall sell or otherwise dispose of the goods before payment in full as aforesaid has been made to the Supplier, the Customer shall in such case hold all monies
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received by him from such sale or disposal in trust for the Supplier and shall on request furnish the Supplier with the names and addresses of the persons to whom such disposals have been made together with all necessary particulars to enable the Supplier to recover any outstanding sums due from such persons.
3.3 So long as the title to the property in the goods shall remain in the Supplier, the Customer shall hold the goods as bailee for the Supplier and store the goods so as to clearly show them to be the property of the Supplier, and the Supplier shall have the right, without prejudice to the obligations of the Customer to purchase the goods, to retake possession of the goods (and for that purpose to go upon any premises occupied by the Customer).
4. Prices
4.1 Unless another price is quoted by the Supplier in writing and accepted by the Customer, the price of the Goods is the Supplier’s relevant trade price as at the date of the order, as set out in the purchase order. All prices quoted are valid for a thirty days period only.
4.1.1 Unless expressly quoted, all prices are exclusive of value added tax, levies or any other government taxes or duties which, if applicable, shall be paid by the Customer.
4.1.2 The Supplier may invoice the Customer upon despatch of the Goods. However if the goods remain undelivered for an unreasonable period of time through no fault of the Supplier then the goods may be invoiced at the discretion of the Supplier.
4.1.3 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 check, credit card OR in cleared funds to the bank account nominated by the Supplier.
4.1.4 Unless another currency has been expressly agreed, the Customer shall make all payments in Euros, without set-off or counterclaim and free and clear of all taxes, deductions, withholdings and other charges.
4.2 Where the Customer fails to make payment on the due date the Supplier shall have the right, at the discretion of the Supplier, to cancel the order and/or contract with Customer, to suspend further deliveries to the Customer and to charge interest to the Customer for late payments.
4.3 Interest on any overdue amount shall be charged by the Supplier to the Customer at a rate of 15% per annum above the refinancing base rate of the European Central Bank, from the due date for payment until receipt by the Supplier of payment, calculated on a daily basis and compounded monthly. Interest will be payable both before and after judgment.
5. General
5.1 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.
5.2 Any notice or other communication whether required or permitted to be given under these conditions of sale shall be given in writing and shall be deemed to have been duly given if delivered by hand to the addressee or sent by registered post to the addressee at the address set out for such party (or such other address as that party may from time to time designate in writing to the other parties in accordance with the provisions of this Clause). Any such notice shall be deemed to have been duly given if delivered, at the time of delivery, if sent by registered post, forty eight hours after posting.
5.3 These conditions of sale shall be binding upon and run for the benefit of the parties, their successors and permitted assigns.
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5.4 If any provision in these conditions of sale is deemed to be, or becomes invalid, illegal, void or unenforceable under applicable laws, such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable, or if it cannot be so amended without materially altering the intention of the parties, it will be deleted, but the validity, legality and enforceability of the remaining provisions of these conditions of sale shall not be impaired or affected in any way.
5.5 These conditions of sale shall be governed by Irish law and all parties shall submit to the exclusive jurisdiction of the Irish Courts.