Terms & Conditions

TERMS AND CONDITIONS OF SALE OF ABBEY MACHINERY LIMITED DEFINITIONS AND GENERAL CONSIDERATIONS

a) The Seller, being Abbey Machinery Ltd, Clonalea, Toomevara, Nenagh, Co. Tipperary, Ireland, shall hereinafter be referred to as "the Company".

b) All products and/or components of whatever kind and all services sold by the Company shall be sold to these Terms and Conditions of Sale and shall hereinafter be referred to as "the Goods".

c) The person or company who agrees to buy the Goods from the Company shall hereinafter be referred to as "the Purchaser".

d) The Terms and Conditions of Sale shall be deemed to be incorporated in all tenders, quotations, delivery dockets, invoices, credit notes and other documents of a similar nature submitted by the Company for the supply of the Goods.

e) Any terms or conditions which the Purchaser may purport to apply under any purchase order, confirmation of order, or similar document which are inconsistent with these Terms and Conditions of Sale shall not form part of any contract between the Company and the Purchaser unless accepted in writing by the Company.

f) Quotations issued by the Seller do not constitute an offer by the Seller to supply the Goods referred to therein. Any offers by the Company, unless previously withdrawn, shall remain open for acceptance for a period of 30 (thirty) days or such longer period as the Company may agree in writing.

g) Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Purchaser’s acceptance of these Terms and Conditions.

h) Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless expressly agreed in writing by the Seller. The Purchaser acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Terms and Conditions.

i) Each and every provision of these conditions of Sale and Reservation of Title Clause and every part of every such provision shall be deemed to be separate and severable, and enforceable accordingly.

j) The Law of the Republic of Ireland shall govern the operation and interpretation of these Conditions of Sale and Reservation of Title Clause but the Company may sue for monies on foot of any sale in any jurisdiction.

PURCHASERS RIGHTS

a) Nothing contained herein or in any other document in relation to any contract is intended to affect or prejudice nor will it affect or prejudice the contractual rights enjoyed by the Purchaser by virtue of the Sale of Goods Act 1893 and 1980 and, in particular, of Section 12, 13, 14 and 15 of the said Act of 1893 as amended or where goods are sold outside the jurisdiction of the Republic of Ireland the statutory rights of the Purchaser who is a Consumer as hereinafter defined.

CONDITIONS AND WARRANTIES

a) Where the Purchaser deals as a customer within the meaning of the Sale of Goods and Supply of Services Act 1980, hereinafter referred to as a “Customer”, the goods sold are subject to any conditions and warranties implied by the Sale of Goods Acts, 1893 and 1980 or any amending statute.

b) Save in the case where the Purchaser deals as a Customer as hereinbefore defined, all statements, representations and conditions or warranties as to the quality of the goods or their fitness for any particular purpose whether expressed or implied by law or otherwise are hereby expressly excluded.

c) Whilst every care is taken to ensure that the goods are in accordance with specification and of good material standard and workmanship, the Company shall not be liable for any loss, or injury arising directly or indirectly from the use of the Goods or any component thereof whether manufactured or supplied by the Company, or otherwise.

d) In the case of products manufactured by the company, as our manufacturing policy is one of continuous improvement, the Company reserves the right to amend specifications, without notice.

e) Except where the Purchaser of the goods is a Customer as herein-before defined, all terms and conditions as implied by statute or by common law in the case of contracts for the supply of goods and services are hereby expressly excluded.

f) The Purchaser alone is responsible for selecting the Goods which are suitable for the Purchaser’s purpose and the Company does not accept any loss or liability resulting from the Purchaser selecting Goods which are not appropriate for the purpose intended by the Purchaser. It is the sole responsibility of the Purchaser to register the Goods for warranty purposes with the Company, prior to submitting any claim to the Company.

RETURN, REPAIR AND ALTERNATION

a) Any products accepted for repair or alternation by the Company shall be held by the Company and repaired and altered by it entirely at the Purchaser's own risk.

b) Where the Goods consist of parts and have been correctly supplied in accordance with an order and are not defective, they will not be accepted for return by the Company unless the Company has given its prior written agreement. In such event a restocking charge will be made by the Company and the Goods must be returned to the Company carriage paid and in their original packing. Goods not in their original packaging will not be accepted for return by the Company.

FORCE MAJEURE

a) If circumstances occur which are beyond the control of the Company and directly or indirectly prevent, hinder or make more difficult the full or partial performance of the contract; such circumstances being, inter alia, war, the threat of war, civil war, natural disasters, riots, strikes, lock-outs, fire, break-downs in the Company's factory, delayed or incorrect deliveries by the Company's suppliers, government measures, embargoes, blockades; the Company shall have the right without incurring further liability, either to suspend performance of the contract wholly or in part or to treat the contract as cancelled and thereupon all amounts due to the Company by the Purchaser by virtue of the contract shall become immediately payable but without prejudice to the right of the Company to claim full compensation including compensation for loss of profits. The Company shall have similar rights in relation to the contract in event of the Purchaser committing an act of bankruptcy, suspending payment of its debts, entering into an arrangement with its creditors, closing its business or in the case of a limited company, having a Receiver, Liquidator or similar insolvency practitioner appointed over it or its assets (liquidation for the purpose of reconstruction excepted).

PRICE AND TERMS OF PAYMENT

a) All prices and discounts are subject to alternation without notice and prices charged for goods and services are those ruling on date of dispatch. This clause also applies to backorders. All prices are exclusive of VAT, and same, together with carriage when charged shall be borne by the Purchaser.

b) The Company must be paid in full without deduction in respect of alleged disputes or counter-claims in accordance with the terms specified by the Company from time to time and if no date for payment has been specified by the last day of the month following the month of invoice.

c) If part of an order shall be supplied the terms of payment shall apply to the goods actually delivered, notwithstanding the shortfall.

d) On receiving an order, the Company shall at its discretion require a deposit to be paid equal to a specified percentage of the cost of the goods. The said deposit shall be held by the Company in its account as security for the order, pending payment of the full purchase price of the goods. The Purchaser hereby acknowledges that the Company is under no obligation to schedule production of any orders until this deposit is received.

e) The balance of the purchase price, to be paid to the Company, shall be discharged in full by cleared funds no later than fourteen (14) days after the Company notifies the Purchaser in writing (the Notice) that the order has been completed and that the goods are ready to be dispatched. The goods shall not be dispatched until such time as the entire purchase price has been paid to the Company, by way of cleared funds.

f) In the event that the balance of the purchase price is not received by the Company by way of cleared funds within thirty (30) working days of the date of the Notice, the sale shall be at an end and the deposit shall be released in full to the Company. Neither the Purchaser or any other party shall have any right to a refund of all, or part of the said deposit. In such instance, the Company shall retain full ownership of the goods and the Company shall be at liberty to sell the goods on the open market.

DAMAGE IN TRANSIT AND SHORTAGES

a) On delivery, the Goods must be checked against the delivery note which shall be signed by or on behalf of the Purchaser. Such signature is an acknowledgment that the goods have been received in good condition and order. The Company will accept no responsibility for damage in transit or shortages unless same are noted on the Delivery Note before the signature. In any event all claims must be received by the company within 7 (seven) days of the receipt of the Goods by the Purchaser.

RISK AND RESERVATION OF TITLE

a) The title to the Goods supplied by the Company to the Purchaser will, notwithstanding delivery and passing of risk remain in the Company until; i. the entire of the Purchase Price in respect of such Goods has been paid in full; and ii. all other sums due on any account due by the Purchaser to the Company have been paid in full.

b) Risk in the Goods shall pass to the Purchaser: i. when the Goods are delivered to the delivery destination or ii. if the Goods are kept at the Company’s premises or otherwise to the Company’s Order, upon collection of the Goods by the Purchaser or upon the expiration of seven (7) days from the Company’s written notice to the Purchaser that the Goods are ready for delivery, whichever is the earlier.

c) The Company accepts no responsibility for any loss, damage or shortage which may occur to the Goods in transit after risk has passed to the Purchaser The Purchaser undertakes in such circumstances to comply in full with the Carrier’s standard conditions for claims, damage, shortage, or loss in transit and agrees to indemnify the Company against any loss resulting from a failure to so comply.

d) Until such time as the title to the Goods passes to the Purchaser, the Purchaser shall hold the Goods by express Agency and as Bailee of the Company and shall keep the Goods separate from those of the Purchaser and third parties and shall keep the Goods properly stored, protected and insured against all normal risks to the reasonable satisfaction of the Company and identified as the Company’s property and shall not destroy, deface or obscure any identifying mark or packaging on or related to the Goods;

e) The Company may maintain an action for the price of the Goods notwithstanding that the title in the Goods may not have vested in the Purchaser. The Purchaser’s power to use, manufacture, mix, sell or otherwise dispose of the Goods will terminate forthwith on notice from the Company, if the Purchaser is in default of any of its obligation under these Conditions of Sale or under any other Contract with the Company or if the Company has reasonable doubt as to the ability or the willingness of the Purchaser to pay any sum to the Company on the Payment Date; and automatically and upon the occurrence of any of the following: i. if the Purchaser calls a meeting or makes any arrangement or composition with its creditors; ii. if the Purchaser commits act of bankruptcy (within the meaning of Section 7 of the Bankruptcy Act, 1988, as amended); iii. if the Purchaser appears unable to pay his debts (within the meaning of Section 2 of 4 of the Company’s Act, 1963; iv. if there is presented a Petition for the winding up of the Purchaser; or v. if the Purchaser has a Receiver or an Examiner appointed to it or a winding up Order is made against it or if it goes into voluntary liquidation (other than for the purpose of a bona fide reconstruction or amalgamation) then upon suspension or repudiation or termination of the Purchaser’s power of sale and use under this Clause, the Purchaser will place all the Goods in its possession or under its control at the Company’s disposal. Provided that the Goods are still in existence and have not been sold by the Purchaser, the Company shall be entitled at any time to require the Purchaser to deliver the Goods to the Company and if the Purchaser fails to do so forthwith, the Company shall be entitled at any time, on giving prior written notice, to enter any premises occupied by the Purchaser (or of any third party where the Goods are stored) with or without vehicles for the purpose of: (i). inspecting and / or reviewing the Goods and identifying them as the Company’s property; and/or (ii). re-taking possession of the Goods and the Purchaser irrevocably authorizes the Company to enter upon its premises for these purposes.

f) If the Purchaser sells or otherwise disposes of the Goods for a cash consideration, the Purchaser will ensure that at all times it holds a sum equal to the monies owing to the Company in trust for the Company and upon request the Purchaser will provide details of such monies to the Company.

g) If the Purchaser sells or otherwise disposes of the Goods for a non-cash consideration the Purchaser will ensure that at all times it holds such of the said non-cash consideration as equates to the value of the money due by the Purchaser to the Company in trust for the Company and undertakes to store such non-cash consideration so that it is clearly identifiable and will insure same and provide details of such consideration upon request by the Company.

h) Any Goods repossessed by the Company may be resold upon such terms as the Company may in its absolute discretion determine and the Purchaser shall remain liable to the Company for the difference between the net proceeds of such re-sale and all outstanding sums due to the Company in respect of the Goods and for all costs and expenses incurred by the Company in repossessing, storing, insuring and reselling the Goods.

i) The Purchaser shall not pledge in any way, charge by way of security for any indebtedness for any of the Goods which remain the property of the Company. Without prejudice to the other rights of the Company, in the event that the Purchaser purports to do so, then all sums whatsoever owing to the Company by the Purchaser shall immediately become due and payable.

) The provisions of these Conditions relating to the payment for the Goods shall apply equally (and without limitation) to payment for fees or charges incurred by the Company in undertaking any extra work, requirement, modification, test or inspection. k) In addition to any right of lien to which the Company may by law be entitled, the Company shall be entitled to retain possession of all Goods in its possession or under its control until payment of the amount due.