Standard Conditions of Sale
- Every Contract for sale of goods between Terra Liquid Minerals (hereinafter referred to as “the Company”) and “the Buyer” shall be subject to these conditions. No variation of these terms and conditions shall be binding on the Company unless same is confirmed in writing by the Company to the Buyer.
- The Terra Controller and associated software remains at all times the property of the Company.
- The data contained on the Terra Controller, associated tablets and Terra Liquid Minerals mainframe remains the property of the Company at all times.
- Minerals supplied by the Company shall only be dispensed through the Terra Controller. The Company accepts no liability for any product which is not dispensed in the appropriate manner.
- The Company will use its best endeavours to deliver all goods ordered on the date and time agreed in the Contract but the Company shall not be liable for any expense, loss or damage whatsoever incurred by the Buyer as a result of the Company for whatever reason, not delivering on the date or within the time so specified.
- Should the availability of the goods at the Company’s premises or the delivery thereof be hindered or delayed directly or indirectly by fire, the elements, war, civil commotion, strikes, lock-outs, industrial dispute, shortage of raw materials or fuel (notwithstanding that the Company has taken all reasonable steps to procure the same) breakdown or partial failure of plant or machinery, acts, orders or regulations of any Government, delay on the part of any independent sub-contractor or supplier, or any other cause whatsoever beyond the reasonable control of the Company, then the time for delivery of the goods shall be extended for a reasonable period having regard to the effect of the delaying cause on the availability or delivery of the goods. If the availability or delivery of the goods is still prevented, hindered or delayed at the end of that period, then the Company may terminate any or all agreements in relation to deliveries not made, without being liable for any loss or damage incurred by the Buyer.
- If the Buyer alleges that the goods or any part thereof are not in accordance with the Contract, either as to quality, type or condition (ie damaged, faulty or otherwise) they shall immediately (and not later than 3 days from the date of delivery) notify the Company and afford a Company representative an opportunity to inspect the goods and investigate the complaint. The Company shall have the right to submit the goods for independent analysis in investigating any such complaint. The results of such independent analysis shall be definitive. Provided the Buyer has complied with this condition and if the goods or any part thereof are proved not to be in accordance with the Contract specification then the Company will refund the purchase price to the Buyer without being liable for any costs or loss incurred by the Buyer. The Buyer shall not return any goods to the Company unless the Company has agreed to accept their return. The Company shall have no obligation to the Buyer in relation to any such complaints received after the 3day period has elapsed.
- The Company shall not be responsible for loss of profit, or any expenditure incurred or any consequential or special loss or damage sustained by the Buyer by reason of any breach by the Company.
- Save as provided by S22 of the Sale of Goods and Supply of Services Act, 1980, all guarantees, warranties or conditions whether express or implied by statute, common law or otherwise are excluded and hereby negatived.
- Any advice or recommendation given by the Company, its servants or agents as to the mode of storing, applying or using any of the goods supplied by the Company is given without liability on the part of the Company, its servants or agents.
- Payment shall be made at the time specified and unless otherwise agreed shall be deemed to be due and payable on:
XXth day after calendar month of delivery?
The amount to be paid is that specified or agreed or calculated in accordance with the formula specified or agreed. That amount shall not be subject to any discount or deduction except as agreed in writing with the Company. The Company shall be entitled to charge interest on all overdue accounts as hereinafter provided.
Where the Company’s quotations are based on prices quoted in a currency other than the Euro they will be subject to revision up or down in any different rate of exchange prevails on the date of delivery.
Value Added Tax shall be payable by the Buyer on the quoted price at the appropriate rate.
- Each part delivery or installation of goods shall be deemed to be sold under a separate contract and no default by the Company in respect of any part delivery or installation shall entitled the Buyer to treat the contract as repudiated in regard to any balance of goods to be delivered or outstanding installation.
- For the purpose of these conditions, delivery is deemed to be effected when goods are received onto the Buyers premises.
- The Company shall be entitled, without prejudice, to its other rights and remedies either to terminate wholly or in part every supply contract between itself and the Buyer or to suspend any further deliveries under any or every contract if:-
- Any debt is overdue and unpaid by the Buyer to the Company; or
- The Buyer has failed to provide any letter of credit, bill of exchange or any other security required by the Contract.
- The Buyer has rejected, returned or failed to take delivery of any goods tendered by the Company otherwise that in accordance with the Buyers contractual rights
- The Buyer, being a body corporate, becomes insolvent, passes a resolution or suffers a Court Order to be made for their winding up or have had a receiver appointed (or to carry out or undergo any analogous act or proceedings under foreign law) or being an individual or partnership become insolvent or suspend payment in whole or in part or propose or enter into any composition or arrangement with his/her/their creditors or have had a receiving order in bankruptcy made against him/her/them, or carry out or undergo any analogous act or proceeding under foreign law.
The Company shall be entitled to exercise its aforesaid right to terminate or suspend deliveries at any time during which the event of default giving rise thereto has not ceased or been remedied.
- The Buyer shall not be entitled to withhold payment of any amount payable under the contract to the Company because of any disputed claim of the Buyer nor shall the Buyer be entitled to set off against any amount payable under the contract to the Company or any monies which are presently payable by the Company for which the Company disputes liability.
- The property or the goods shall not pass to the Buyer and the Buyer shall keep the goods as bailee and trustee for the Company (returning same to the Company upon request) until the price of the goods has been wholly paid and until any other sums whatsoever which are due from the Buyer to the Company whether under this contract or howsoever otherwise shall have been paid in full without any reduction or determent on account of any dispute or cross claim whatsoever.
- Until all monies due to the Company as defined in paragraph 13 hereof shall have been paid in full by the Buyer to the Company, the Company shall be entitled (in addition and without prejudice to any other remedies available to it) to enter upon any lands or property and to remove and take away all goods and products thereof supplied by the Company without being liable for any loss or damage incurred in so doing. The Buyer hereby irrevocably authorises the Company in such circumstances to make such entry on such lands or property as may be necessary to effect the taking away and removal of such goods and products.
- All and every collection fee or whatever kind including Solicitor and Client costs incurred by the Company in collecting overdue accounts and interest thereon shall be borne by the Buyer in their entirety and shall be payable to the Company by the Buyer as a lawful debt under this contract.
- All sums not paid on becoming due in accordance with paragraph 8 above shall incur interest at a rate of 2% per month or part thereof and compounded until actual payment.
- Unless otherwise stated, the Buyer consents to the use of his/her name/details being used for the Company in marketing information/circulars.
- The waiver by the Company of any breach of any term of the Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.