Please read these Conditions of sale very carefully
In these conditions:
- “Company” means Greentherm Ltd. Office Suites, 2nd Floor, Charlestown Centre, St Margarets Rd, Dublin D11KXC7, Ireland.
- “Buyer” means any person, firm, company or unincorporated association, which orders or buys Goods from the Company;
- “Goods” mean all or any goods distributed, sold or supplied from time to time by the Company.
- “Invoice” means the invoice given or dispatched to the Buyer detailing the Goods and the Price;
- “Order” means the contract between the Company and the Buyer (of which these conditions form part) for the supply of Goods by the Company to the Buyer;
- “Price” means the total price to be paid by the Buyer to the Company for the supply of the Goods in accordance with these conditions.
1. ACCEPTANCE OF ORDERS
1.1 These Conditions shall override any contrary, difference or additional terms or conditions contained or referred to in a Buyer’s order or in any other correspondence or documents from that Buyer and no addition, alteration or substitution of these conditions will bind the Company or form part of any Order unless expressly accepted in writing by a person authorised to sign on the Company’s behalf.
1.2 A Buyer’s order shall be deemed to have been accepted by the Company upon receipt of payment.
1.3 Each order which is so accepted shall constitute an individual legally binding contract between the Company and the Buyer.
2. DELIVERY OF GOODS
2.1 Delivery of the Goods shall be deemed to have taken place when the Goods reach the Buyer’s place of business or the place designated by the Buyer for delivery of the Goods. In all circumstances, including Goods carried by the Company’s nominated carriers, delivery shall take place when the Goods come within the possession or control (actual or constructive) of the Buyer.
2.2 Risk in the Goods shall pass to the Buyer immediately the Goods are delivered to the Buyer or its Representative, notwithstanding any failure by the Buyer or its representative to endorse its acceptance and the Company shall not have any responsibility in respect of the safety of the Goods thereafter. Goods damaged by the Buyer its servants or agents whilst loading and unloading are the responsibility of the Buyer. The Buyer shall be responsible to insure the Goods against all risks.
2.3 The Company reserves the right to make deliveries by installment in all cases. Where Goods are delivered by installment, the Buyer shall not be entitled to treat defective delivery in respect of one or more installments as a repudiation of the whole of the Order nor to defer payment for any previous installment.
2.4 Every effort shall be made by the Company to dispatch all the Goods in good condition and on time. Any time or date for delivery given by the Company is given in good faith but is an estimate only. Events beyond the Company’s control by which availability of the Goods, delivery, or the transportation of Goods should be made impossible or essentially difficult shall entitle the Company to cancel the Contract or to postpone delivery until such hindrance may be overcome. The Company shall also be entitled to cancel the Contract if such hindrance or difficulty causes expense, which cannot reasonably be deemed by the Company to be acceptable to it. The term “hindrance” shall be regarded as including official acts, availability of raw materials, availability of the Goods, difficulty in production and/or transport, strikes, lockouts or destruction of the Goods in transit or for any reason.
3. INSPECTION AND ACCEPTANCE OF GOODS
3.1 The Buyer shall inspect Goods immediately upon delivery and (subject to Clause 3.2) shall within 14 days of such delivery (time being of the essence) give notice in writing to the Company of any alleged shortages in the Goods or of any damage to the Goods incurred during transit or of any other matter or thing by reason whereof the Buyer alleges that the Goods are not in accordance with the Order. If the Buyer shall fail to give such notice timeously, then the Goods shall be conclusively presumed to be in accordance with the Order in all respects and the Buyer shall not thereafter be entitled to reject the Goods or to claim from the Company in respect of any shortage, damage or other defect in the Goods.
3.2 In the case of damage or other defect in the Goods which was not apparent on reasonable inspection, notice shall be given to the Company within 14 days after discovery of the damage or other defect and, subject to this relaxation, Clause 3.1 shall apply.
4. PRICE & PAYMENT
4.1 The Price shall calculated by reference to the price quoted by the Company or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company’s price list current at the date of delivery of the Order plus VAT where applicable and/or other taxes, duties and appropriate other charges and shall be specified in the Invoice.
4.2 Rates, prices and discounts published in catalogues, lists, mail shots, advertisements and other documents issued by the Company or subject to variation at any time without prior notice.
4.3 The Invoice shall be given or dispatched by the Company to the Buyer on the date of delivery or as soon as reasonably practicable thereafter provided that the Company reserves the right to dispatch further Invoices to the Buyer in respect of increased or other charges payable under these terms and conditions, and not ascertainable at the time of dispatch of the original invoice.
4.4 The Price shall be paid in full by the Buyer to the Company before or at the time of making an Order and no contract shall come into existence imposing any obligations on the Company until the Company has received in cash or by way of cleared funds payment in full of the Price and of all other sums which may be due by the Buyer to the Company at the time the Price is so paid.
4.5 Except with the express agreement in writing of the Company, no deduction shall be made by the Buyer from any payment for Goods for or on account of any matter or thing whatsoever including, but not limited to, any set-off, compensation, counterclaim or present or future taxes.
5. WARRANTIES AND GUARANTEE
5.1 The Company warrants that:
5.1.1 it has the right to sell the goods and has obtained all necessary rights to license them;
5.1.2 Goods shall correspond with their description as set out in catalogues, lists, mailshots, advertisements and other documents issued by it, unless the Buyer is specifically advised by The Company to the contrary prior to delivery of the Goods; and
5.1.3 where the Goods consist of or include services to be provided by The Company, such services shall be provided with due skill, care and diligence. Any verbal description of Goods or any description provided by someone other than The Company shall not form part of their description for the purposes of these warranties.
5.2 The Company guarantees that it shall free of charge either repair or, at its entire discretion, replace defective Goods PROVIDED THAT:
5.2.1 any claim is intimated to The Company by the Buyer in accordance with Clause 3;
5.2.2 if so requested by The Company following intimation of a claim, the defective Goods are promptly returned to The Company;
5.2.3 the damage or other defect in the Goods complained of shall have arisen as a result of the negligence of The Company.
6. LIMITATION OF LIABILITY
6.1 Subject to Clause 6.4, the Company’s liability under Clause 5 shall be to the exclusion of all other liability to the Buyer whether contractual, tortious, delictual or otherwise for defects in the Goods or for any loss or damage caused by the Goods, and all other conditions, warranties, stipulations or other statements whatsoever concerning the Goods, whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded; in particular (but without limitation of the foregoing) except as set out at Clause 5.1, the Company grants no warranties regarding the fitness for purpose, performance, use, nature or merchantable quality of the Goods, whether express or implied, by statute, at common law or otherwise howsoever.
6.2 Subject to Clause 6.4, in no circumstances shall The Company be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and, whatever the cause thereof:
6.2.1 for any increased costs or expenses,
6.2.2 for any loss of profit, business, contracts, revenues or anticipated savings, or
6.2.3 for any special indirect or consequential damage of any nature whatsoever arising directly or indirectly out of the provision by The Company of the Goods or of any failure or defect therein, or of the performance, non-performance or delayed performance by the Company of the Order.
6.3 Subject to Clause 6.4, the Company’s liability to the Buyer in respect of the Order, in contract, tort (including negligence or breach of statutory duty) or howsoever otherwise arising shall be limited to the Price.
6.4 Nothing in these Conditions shall operate or be construed so as to operate to exclude or restrict:
6.4.1 the liability of the Company for death or personal injury resulting from: the negligence of the Company or its servants, employees or agents;
6.4.2 the Buyer’s statutory rights.
7. CANCELLATION RIGHTS
7.1 Following receipt of the goods, the Buyer have a period of 7 working days within which the Buyer may cancel any order and the associated contract by sending the Company written notice of cancellation. The period of 7 working days commences on the day after the Goods are delivered to the Buyer. A working day is day during the week between Monday and Friday (inclusive) other than a day which is a public holiday in Ireland.
7.2 Following any cancellation of the contract the Buyer is required to return to the Company within 21 days those Goods which the Buyer no longer wishes to purchase.
7.3 If the Buyer wishes to cancel an Order written notice of such cancellation must be given to the Company. This should be done by email to firstname.lastname@example.org, or by writing to us at:
Office Suites, 2nd Floor,
St Margarets Road,
The Buyer must include the Order Reference Number in such notice, and clearly specify which goods the Buyer wishes to return.
7.4 Where the Buyer cancels an order after the Goods have been delivered the Buyer agrees to return the Goods to the Company by following the procedure set out below.
7.5 To arrange collection of the unwanted Goods the Buyer should contact the Company by email at email@example.com The Buyer must include the Order Reference Number in the email. Alternatively the Buyer may choose to return the Goods to the Company either in person or by post. If the Buyer send the Goods to the Company by post, the Buyer will be responsible for any damage caused during transit.
7.6 The Buyer is responsible for all costs of returning the goods.
7.7 The Buyer must take reasonable care of the Goods from the time that they are delivered to the Buyer until the time that they are returned to the Company. If the Buyer should fail to return all parts of the Goods or otherwise if the Buyer should fail to take reasonable care of the Goods in such circumstances that the Company reasonably believes that resale will not be possible, the Buyer agrees to pay the Company the Price as compensation for the loss of the Company.
7.8 Collection of the Goods will only take place from the delivery address to which they were delivered.
7.9 The Company will make all refunds to the card used for payment within 30 days of the date of cancellation. The refund will be the cost of the returned Goods and the original delivery fee.
7.10 This policy of returning Goods does not take away from the rights a Buyer may have under consumer law.
7.11 This policy of returning Goods is in accordance with the right of the Buyer to cancel a contract formed at a distance under the European Communities (Protection of Consumes in Respect of Contract made by Means of Distance Communication) Regulations, 2001
7.12 In addition to our returns policy under the distance selling regulations you have the legal right to cancel your order within seven working days from the date of receipt of the merchandise if you send us a notice of cancellation in writing and return the merchandise to us in their original, unopened and unused condition. You must contact us at firstname.lastname@example.org before returning an item to request an Returns authorisation code. If the item is returned without an authorisation code we will be unable to offer a refund or exchange. Please note that if the item has already been shipped from our warehouse a restocking charge of 20% of total order value, to a minimum €20 will apply*. Your statutory rights are not affected. A full refund may be provided where incorrect, broken or damaged goods have been provided.
8. FORCE MAJEURE
8.1 The Company shall not be responsible for any delay or failure to fulfill any of its obligations under the Order nor be liable for any loss or damage suffered or incurred by the Buyer or any third party by reason of any delay in delivery of the Goods or any part thereof caused directly or indirectly by any act of God, war, civil unrest, invasion, government or parliamentary restriction, import or export regulation, strike, lockout, trade union dispute, fire, theft, flooding, breakdown of plant or premises, failure of computer system or supplies or by virtue of transportation problems or any other cause whatsoever beyond the control of the Company.
9.1 The Buyer shall indemnify the Company in respect of all loss, damage or injury occurring to any person, firm, company or property, and against all actions, suits, claims and demands, charges or expenses in connection therewith for which the Company may become liable in respect of the Goods in the event that such loss, damage, or injury shall have been occasioned by the negligence or breach of duty of the Buyer.
10.1 In the event of the Buyer committing any breach of any term or provision of the Order (including, for the avoidance of doubt, these conditions), going into liquidation, having a receiver, examiner or other similar officer appointed over the whole or any part of its assets, becoming bankrupt or apparently insolvent or granting any trust deed or entering into any composition or similar arrangement with its creditors, or if any circumstances arise which, in the sole opinion of the Company render any of the foregoing likely to occur, then the Company shall be entitled, without notice and without any liability whatsoever, to terminate the Order forthwith and to enter the Buyer’s premises for the protection, removal, realization and disposal of any of the Goods in which the property shall not have passed to the Buyer in accordance with these conditions. The Company shall also be entitled to cancel all Orders or any part thereof remaining unfilled between the Company and the Buyer and to sell to any other party or otherwise dispose of and deal with the Goods.
10.2 Termination of the Order shall not discharge any pre-existing liability of the Buyer to the Company and on such termination the Company shall be entitled to recover from the Buyer such loss or damage as the Company has suffered by reason of such termination.
11.1 No failure or delay by the Company to exercise any right, power, remedy or privilege shall operate as a waiver of the same.
11.2 If any term or provision of these Conditions shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of these Conditions, but the validity and enforceability of the remainder of these Conditions shall not be affected.
11.3 Any notice or other communication required or permitted to be given by the Company to the Buyer or vice versa, under these Conditions shall be in writing and sent, in the cases of notices to the Company to the address given in these Conditions (or such other address as may be intimated to the Buyer from time to time) and, in the case of notices to Buyers, to that Buyer’s last known address. Notice and other communications shall be sent by registered post, facsimile transmission, email or delivered by hand and shall be deemed to have been received, in the case of registered post at the time of delivery, on the facsimile transmission on the completion of the transmission, by email on receipt of the email and on delivery by hand at the time of delivery. The Buyer shall keep the Company advised of all changes of address.
11.4 The amount of any sum due by the Buyer to the Company under the Order shall be sufficiently ascertained by certificate under the hand of a director or any other authorized signatory of the Company and such certificate shall be final and binding on the Buyer for every purpose.
11.5 The Company shall be entitled in its entire discretion to alter these conditions or any of them at any time or from time to time, whether by way of variation and/or substitution and/or deletion of the subsisting conditions and/or adding new conditions and these conditions as so altered shall apply to Orders whether current at the time or entered into thereafter provided always that in the case of each Order then current, one month’s prior notice in writing shall be given by the Company to the Buyer stating the amended conditions of supply of Goods and the effective date thereof.
12. GOVERNING LAW AND JURISDICTION
12.1 These Conditions or any Order of which they form part shall be governed in all respects by the laws of the Republic of Ireland and the Company and the Buyer each hereby irrevocably agree to submit to jurisdiction of the Irish Courts.
*Based on order value