Terms & Conditions
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It is subject to change without notice.
Whist every effort has been made to ensure the quality and accuracy of the site, neither Green Circle Marketing Limited nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose.
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Governing Law and Jurisdiction
Your use of this website and any dispute arising out of such use of the website is subject to the Laws of Ireland.
1. CONDITIONS AND PRIOR STATEMENTS
1.1 In these conditions:
"the Seller" means Green Circle
Marketing Limited, its successors and assigns or any person acting on behalf of
and with the authority of Green Circle Marketing Limited.
"the Model Conditions" means the Model Conditions for the Carriage of Goods by Road in the United Kingdom 1997 produced by the Freight Transport Association and The Chartered Institute of Purchasing and Supply;
"the Goods" means the products
supplied by the Seller to the Buyer;
"the Buyer" means the company, firm or person buying the Goods from the Seller;
“goods” shall mean goods supplied by the Seller
to the Buyer
“price” shall mean the cost of the Goods as
agreed between the Seller and Buyer subject to Clause 3 of these terms and
1.2 Nothing in these Conditions shall affect the statutory rights of the Buyer when dealing as a consumer.
1.3 These Conditions shall apply to the agreement for the sale of the Goods except where expressly excluded by the Seller in writing. Any conditions of order or other terms of business offered on behalf of the Buyer shall, if inconsistent with these Conditions, be deemed to have been rejected by the Seller unless expressly accepted in writing by the Seller.
1.4 The Sellers employees or agents have no authority to make any statement or representation in relation to the Goods which is binding on the Seller and no such statement or representation or anything in the Sellers catalogue or literature (if any) shall constitute a representation on behalf of the Seller on which the Buyer may rely.
1.5 Any instructions received by the Seller from the Buyer for the supply of goods or the Buyer’s acceptance of Goods supplied by the Seller shall constitute acceptance of the terms and conditions contained herein.
1.6 Upon acceptance of these terms and conditions by the Buyer, the terms and conditions are irrevocable and can only be amended by the written consent of the Seller
1.7 The Buyer undertakes to give the Seller at least fourteen days’ notice of any change in the Buyer’s name, address, and/or any change in the Buyer’s details.
All quotations are subject to withdrawal in whole or in part without notice. Any quotation made by the Seller shall be construed as an invitation to treat and no binding contract shall exist between the Seller and the Buyer until an offer to purchase has been made by or on behalf of the Buyer and has been accepted by the Seller or its duly authorised representative.
Unless otherwise agreed between the Seller and the Buyer all orders will be charged according to the current price applicable at time of delivery (subject to the addition of VAT), a copy of which will be supplied on request. For the avoidance of doubt prices printed on any document submitted by or on behalf of the buyer or otherwise suggested by the buyer shall be deemed rejected unless expressly accepted in writing by the Seller
4.1 At the discretion of the Seller’s credit control department, payment (either full or partial) may be requested in advance of goods being shipped and/or collected by the Buyer or the Buyer’s agents.
Otherwise, payment of the Goods is due in accordance with the terms of payment stated on the front of the invoice and the time of payment shall be of the essence. No discounts are authorised unless previously agreed in writing.
4.2 Notwithstanding any other provision of these conditions, the Seller may at its discretion require payment by the Buyer for the Goods at any time after delivery.
4.3 The Seller shall be entitled to charge interest at a rate of 3% per annum over the bank lending rate of Allied Irish Banks from time to time ruling on:
(a) all overdue payments;
(b) the price of any Goods which the Buyer shall fail to take delivery of until the day of actual delivery or disposal.
4.4 Without prejudice to any of the other remedies of the Seller, if the Buyer fails to make full payment in accordance with the terms set out in these Conditions the Seller shall be entitled to forfeit any deposit paid by the Buyer and repossess the Goods and shall also be entitled to recover from the Buyer the full costs of repossessing the Goods including all legal and other expenses.
4.5 Payment must be made by cash, or by cheque or by direct debit (DD), electronic funds transfer in the currency of the invoice/sales order/quotation. Payments by DD or electronic funds transfer must be to a bank account designated by the Seller.
5.1 All delivery dates are estimated and are not of the essence of the contract. The Seller shall have no liability in respect of failure to deliver by such dates or at all or for any losses arising directly or indirectly out of delay in or non-delivery due to circumstances beyond its control including but without prejudice to the generality of the foregoing, any delay or interruption of work at the Sellers premises or the premises of its suppliers or agents or of any strike, lockout, trade dispute, fire, explosion, flood, accident to or breakdown of any plant or machinery, shortage of any materials, labour or transport, war, rebellion or revolution or governmental or other laws, regulations, rules or decrees.
5.2 If the Goods are to be delivered by instalments, each instalment shall be deemed to be a separate contract to which these conditions apply.
5.3 Where carriage of the Goods is arranged by the Seller by its own transport or otherwise such carriage shall be governed by the Model Conditions and delivery shall be deemed to take place at the moment when the goods arrive at the agreed delivery point. Where carriage is arranged by the Buyer by its own transport or otherwise, delivery shall be deemed to take place at the moment when the Goods are loaded onto the road, rail or other vehicle used and the Buyer shall arrange collection as soon as possible after the Seller has given notice that the Goods are ready for collection and in any event within seven days of such notice.
5.5 Delivery of the goods to a third party nominated by the Buyer is deemed to be delivery to the Buyer for the purposes of this agreement
6. PROPERTY AND RISK
6.1 Title to and property in the Goods shall not pass to the Buyer and shall remain with the Seller until payment is received by the Seller for:
6.1.1 the Goods; and
6.1.2 all other amounts which are, or which became due from the Buyer to the Seller on any account in respect of other Goods supplied by the Seller.
6.2 Until Clause 6.1 above is complied with the Buyer shall be the bailee of the Goods for the Seller and shall store such Goods and materials at no cost to the Seller separately from its own Goods or those of any other person so that they are clearly identifiable as belonging to the Seller.
6.3 Although the Goods remain the Seller’s property until paid for, they shall be at the Buyers risk from the time of delivery by the Seller or from the time of collection by the Buyer; and the Buyer shall insure them against loss or damage accordingly (and in the event of such loss or damage shall hold the proceeds of such insurance on behalf of the Seller as trustee for the Seller).
6.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so, forthwith to enter upon any premises of the Buyer or any third party where the Goods are stored and to repossess the Goods and, where such actions have arisen as a result of non-payment in accordance with the terms set out in these conditions, the Seller shall also be entitled to recover from the Buyer the full costs of repossessing the Goods including all legal and other expenses.
6.5 The Buyer hereby grants the Seller, its agents and employees an irrevocable licence to enter any premises where the Goods are stored in order to repossess them in accordance with this clause or to inspect them at any time.
6.6 The Seller shall be entitled at any time to appropriate any payment made by the Buyer in respect of any Goods in settlement of such invoices as the Seller may in its absolute discretion think fit, notwithstanding any purported appropriation by the Buyer.
6.7 The buyer may resell the Goods before ownership has passed to it solely on the following conditions:
6.7.2 any such sale shall be a sale of the Seller’s property on the Buyers own behalf and the Buyer shall deal as principal when making such a sale.
7. NOTIFICATION OF DAMAGE AND LOSS
7.1 All Goods should be examined on delivery.
7.2 Whether or not such an examination is made, any claim by the Buyer in respect of defects whether of quantity, quality, description, fitness for purpose, condition, merchantability or otherwise which would be apparent on reasonable examination must be made in writing within two days of delivery and if not so made the Goods shall be deemed to have been delivered in accordance with the contract and the Seller shall have no liability whatsoever in respect of such defects.
7.3 Where delivery of the Goods has been undertaken by the Seller, in the event of non-arrival of the Goods or if the Buyer learns that the Goods are lost or destroyed in transit, the Seller and the carrier responsible for delivery must be notified within five days of the invoice or advice note being received by the Buyer, failing which the Seller shall have no liability whatsoever to the Buyer for such non-delivery and the Buyer shall be liable for the price of the Goods. This Clause shall only apply when the Goods have been dispatched by whatever means by the Seller or its agent from its premises.
7.4 Subject to receipt of notice under Clause 7.3 the Seller may, at its option, either replace or make up any Goods which are not delivered or may refund the price or any part thereof or give credit therefore and in such circumstances Clause 5.1 shall be modified accordingly, provided that in no event shall the liability of the Seller exceed the net invoiced value of the Goods which have not been delivered.
8. WARRANTIES AND EXCLUSIONS
8.1 The Seller warrants that, subject to Clause 7.2, the Goods delivered to the Buyer are in accordance with their contract description and, where the Buyer has made known to the Seller in writing the purpose for which the Goods are bought and the Seller has agreed in writing that the Goods are reasonably fit for that purpose, then the Seller further warrants, subject to clause 7.2, that the Goods are reasonably fit for that purpose. All other conditions, guarantees, representations and warranties, other than those implied under Section 12 of the Sale of Goods Act 1979, whether express or implied by statute, custom of trade or otherwise as to quantity, quality, description, fitness for purpose (save as aforesaid) condition, performance, merchantability or otherwise are excluded.
8.2 The Seller shall not be responsible or liable in any respect for Goods produced in accordance with the Buyers design or specification and the Buyer shall indemnity the Seller from and against all liability for actions, proceedings, costs, claims, demands, damage expenses, loss or injury in respect thereof howsoever arising.
8.3 Any alterations in design, specification, construction or otherwise undertaken by the Seller at the request of the Buyer may be charged in addition to the price at the Sellers current rates and added to the sales invoice.
9. LIMITATION OF LIABILITY
9.1 No liability (except in respect of negligence on the part of the Seller resulting in death or personal injury) is accepted for damage or loss of any kind whether caused by negligence or otherwise.
9.3 Without prejudice to the Seller’s other rights hereunder, the Seller’s total liability for any one claim or for the total of all claims arising from any one act or default of the Seller, whether arising from the Seller’s negligence or otherwise, shall not in any event exceed the net invoiced value for the Goods in question.
9.4 Nothing contained in this Clause shall operate to exclude or restrict the Seller’s liability for death or personal injury.
The Buyer shall indemnify the Seller from and against all liability, loss, damage, injury, costs, expenses, claims and demands arising from any cause other than negligence or breach of contract by the Seller in the performance of the contract.
11. SUSPENSION OF PERFORMANCE
11.1 Without prejudice to any other of the Sellers rights in respect of the contract;
(a) if the Buyer is overdue with any payment, or
(b) if the Buyer shall wrongfully have failed to take delivery of the Goods, or
(c) if the Buyer exceeds its credit limit (if any) with the Seller, or
(d) if the Buyer makes default in or permits any breach of its other obligations to the Seller under these Conditions, the Seller shall immediately be entitled to either suspend further performance of the contract for such time, not exceeding six months, or terminate the contract as the Seller shall think fit.
11.2 In addition, the Seller shall be entitled to suspend performance or, whether or not notice of suspension shall have been given, to treat the contract as wrongfully repudiated by the Buyer and forthwith terminate the contract:
(a) if the Buyer is or becomes insolvent or is deemed to be unable to pay its debts, or
(b) if the Buyer ceases or threatens to cease to trade or any act or proceedings in which the Buyers solvency is invoked are commenced; or
(c) if the Buyer, being an individual, becomes bankrupt or, if a company, calls a meeting of its creditors or a receiver of all or any of its assets is appointed, if it becomes subject to an administration order or if the company shall enter into liquidation or have a winding-up petition presented against it, or
(d) if the Buyer compounds with or negotiates for any compensation with its creditors or permits any judgement against it to remain unsatisfied for seven days:
(e) if any distress, execution, or other legal process shall be levied against the Buyer; or
(f) if the Seller reasonably believes that any of the events mentioned above is about to occur in relation to the Buyer.
12. FORCE MAJEURE
Save as is provided under these conditions, the Seller shall have no liability whatsoever for failure to fulfil any obligation under these conditions if, and to the extent that, such fulfilment is prevented by circumstances beyond its reasonable control including, without limitation and by way of example only, acts of God, war, riot, explosion, Civil commotion or disorder, terrorist activity, abnormal weather, fire, flood, strikes, lock-outs, government action or regulations, delays by suppliers, accidents, shortages of material or manufacturing difficulties.
13.1 The Buyer shall not assign or transfer or purport to assign or transfer any contract to which these conditions apply, or to the benefit thereof to any other person.
13.2 For the avoidance of doubt, nothing in the conditions shall confer on any third party any benefit or the right to enforce any provision contained in these conditions.
Each of the provisions of these conditions shall be severable and distinct from one another and if any one or more of such provisions is or becomes invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Failure by the Seller to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bear the exercise of enforcement thereof at any time or times thereafter.
16.1 Any notice or other document to be served under this agreement must be in writing and may be delivered or sent by e-mail to email@example.com
or registered letter post to the Seller’s Business Address: Unit 1D, River House, Blackpool Retail Park, Blackpool, Cork, Ireland T23 R5TF.
16.2 Any notice or document shall be deemed served, if delivered, at the time of delivery; if posted, 48 hours after posting and if sent by e-mail, at the time of transmission.
17. Data Protection Act 1988 & Data Protection Act 2003
17.1 The Buyer authorises the Seller to
(a) collect, retain and use any information about the Buyer, for the purpose of assessing the Buyer’s credit worthiness or marketing products or services to the Buyer; and
(b) to disclose information about the Buyer, whether collected by the Seller directly or obtained by the Seller from any third party, to any credit provider, credit insurer or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or of listing (whether before or after judgement) a default of the Buyer on publicly accessible credit reporting databases.
17.3 The Buyer shall have the right to request the Seller for a copy of the information about the Buyer retained by the Seller and the right to request the Seller to amend any incorrect information held by the Seller about the Buyer
18. LAW AND JURISDICTION
18.1 These conditions shall be governed by and construed in accordance with the law of the Republic of Ireland and the Buyer accepts the jurisdiction of the Courts of the Republic of Ireland in any legal proceedings which may arise in connection with the contract.
18.2 The submission to the jurisdiction of the Courts of the Republic of Ireland shall not (and shall not be construed so as to) limit the right of the Seller to take proceedings against the Buyer in any other Court of competent jurisdiction.