GENERAL TERMS OF SADLERS & SADLERS LTD.
1. General
The client declares to have read, understood and accepted our general sales conditions. Any changes to this contract can only be accepted with our written authorization. Our general sales conditions will always prevail over the clients’ general conditions.
2. Offers and Orders
Art. 2.1 - Our offers are made without any obligation; they are valid only if accepted within 8 days. Art. 2.2 - We are only bound to fulfill an order after acceptance. Art. 2.3 - Any order shall irrevocably bind the buyer and cannot be cancelled. Art. 2.4 – The contracts are personal and they can not be transferred without our written agreement.
3. Delivery
Art. 3.1 - Our delivery dates are for guidance only. A delay in delivery can in no event give to any claim for loss or damages and/or entail the cancellation of the order. Art. 3.2 - The risk of loss passes to buyer when the goods leave our warehouse. Art. 3.3 - The delivery will take place at a predetermined location agreed by both parties and will be deemed executed as soon as the goods have been handed over to the client.
4. Price
Art. 4.1 - Unless otherwise stipulated, the prices are in euros. Art. 4.2 - The client shall bear all losses resulting from differing exchange rates. Art. 4.3 - Any upward or downward price adjustment shall be made without advance notice.
5. Payment
Art. 5.1 - All our invoices are issued and payable in euros. Unless otherwise stipulated, all our invoices are payable either in cash to our registered office or by bank transfer to the specified bank accounts. Art 5.2 – All outstanding invoices will carry an interest of 1% per month without prior notice. Art. 5.3 - Our invoices shall be deemed accepted upon receipt, unless a complaint is received by registered mail within 8 days of reception of such invoice. Art. 5.4 - A down-payment of 30% of the value of the total order shall be made upon signature of the order.
6. Retention of Title
The goods remain the property of the seller until full payment of the invoice, including the interests and the potential incidental expenses has been made. Until the full payment is received, the buyer will not be allowed to modify the goods, to pawn or to mortgage the goods or to transfer the goods whatever the reason may be. The buyer will be responsible for any risk, loss or damage of the goods upon delivery.
7. Claims
Each claim must be made in writing, within 8 days of delivery. We will take back any items delivered differing from those stated in the order providing that they are in good conditions without obligation of replacement. No goods shall be returned without our written consent. In case that the claim is accepted, we shall take the goods recognized as faulty, without any further indemnity whatsoever, providing that it has not undergone any changes or transformation of any kind. The replaced goods shall remain our property.
8. Force Majeure
Any event occurring beyond our control such as war, strikes, bankruptcy of a supplier, price rises exceeding 10%, natural disaster, currency devaluation and others, gives us the right to cancel the contract partially or entirely without having to pay indemnities.
9. Responsibility
We are not bound to any guarantee of responsibility in case of contractual default, including gross negligence as well as fraud and gross negligence by our employees or agents.
10. Termination
In case one of the parties hereto violates any or the clauses of this contract, the other party may elect to cancel it with immediate effect on the day he gives notice there of by registered letter without necessitating a prior formal notice. In case of termination, the down-payment mentioned in article 5.3 shall be kept as an indemnity according to law.
11. Applicable Law and Competent Jurisdiction
This contract shall be governed by the laws of the Republic of Ireland. Only the Courts of Dublin shall have jurisdiction in case of dispute.