Conditions of sale - Ireland
Terms and conditions of sale
1. Interpretation
1.1 In these terms and conditions:
"Alpha" means Alpha Chemicals Limited
"Conditions" means the terms and conditions for the supply of goods by Alpha herein contained;
"Purchaser" means the person, firm or company purchasing goods from Alpha;
"Contract" means the contract of sale for the supply of goods between Alpha the Purchaser;
1.2 Headings in these Conditions are for ease of reference only and shall not affect in any way the interpretation of the provisions hereof.
2. Alpha's Conditions Apply
2.1 Unless otherwise specifically agreed in writing by Alpha, all Contracts and quotations for the supply of goods by Alpha are made upon these Conditions which shall at all times override any terms and conditions which the Purchaser imposes or seeks to impose.
2.2 Delivery of any goods following a quotation for supply made by Alpha will be made only upon the Conditions. Orders are accepted subject to the Conditions.
2.3 Any variation must be approved by an authorised Alpha employee and be in writing. Any quotation or estimate is given subject to the Conditions.
2.4 These Conditions supersede and override any other terms and conditions set out previously in any forms, publications and documentation issued by Alpha.
2.5 Alpha reserves the right to change these Conditions from time to time as it sees fit.
2.6 Alpha reserves the right to terminate the Contract upon any repudiation of these Conditions by the Purchaser.
3. Payment Terms
3.1 Terms of payment are 30 days from the date of invoice and in default of full payment when due Alpha shall be entitled without notice to the Purchaser (even if the Purchaser has a contract with a third party) to:
3.1.1 terminate any outstanding order or quotation;
3.1.2 withhold and/or suspend supplies;
3.1.3 reduce the Purchaser's credit limit; and/or
3.1.4 charge the Purchaser interest on the amount unpaid at the rate of 8% above Bank Of Ireland Plc base rate until payment in full is made.
3.2 The Purchaser will indemnify Alpha in respect of all costs incurred by Alpha in recovering payments due from the Purchaser, including all legal costs.
3.3 No payment shall be deemed to have been received until Alpha has received cleared funds.
3.4 In the event that the Purchaser tenders payment by cheque and the cheque is subsequently returned by the Purchaser's bankers unpaid, the Purchaser will indemnify Alpha in respect of all resulting bank charges incurred by Alpha.
3.5 The Purchaser shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Purchaser has a valid court order requiring an amount equal to such deduction to be paid by Alpha to the Purchaser.
3.6 Alpha reserves the right to set off, deduct or discount any amounts due from Alpha to the Purchaser, under any other arrangement with the Purchaser, against any monies due to Alpha from the Purchaser under the Contract.
4. Prices
4.1 All prices displayed in both Alpha's printed and online publications are subject to VAT where applicable.
4.2 Prices are correct at time of issue and are subject to change without prior notice.
4.3 The price charged to the Purchaser will be the prevailing price at the time of ordering.
5. Retention of Title
5.1 Although risk in the goods supplied passes to the Purchaser on delivery, legal title in such goods shall not pass to the Purchaser until Alpha has received in cleared funds the full price payable for such goods and all other goods supplied by Alpha to the Purchaser for which payment is then due.
5.2 Until legal title passes, the Purchaser shall hold the goods as Alpha's fiduciary agent and bailee and shall keep them properly protected, insured and stored separately from any other goods (whether or not supplied by Alpha). Until that time the Purchaser is entitled to resell or use the goods in the ordinary course of its business but shall account to Alpha for the proceeds of sale and pending payment shall hold such proceeds on trust for Alpha absolutely.
5.3 The Purchaser's right to resell or use the goods shall terminate automatically on the occurrence of any event set out in Condition 14 and/or if any sum owed to Alpha by the Purchaser is not paid when due.
5.4 Until such time as legal title in the goods passes to the Purchaser Alpha may at any time require the Purchaser, its liquidator or receiver to return the goods and/or may repossess the goods by entering upon any premises of the Purchaser or any third party where the goods are reasonably believed to be stored.
5.5 In addition and without prejudice to any other right or remedy available to Alpha, if the Purchaser is in breach of the payment terms or of any of its obligations under these Conditions, Alpha shall be entitled to:
5.5.1 cancel the Contract;
5.5.2 suspend further deliveries; or
5.5.3 terminate any outstanding order or quotation without incurring any liability whatsoever as a consequence of this action.
5.6 Alpha reserves the right at any time before title in the goods has passed to the Purchaser to require the Purchaser to deliver up the goods if any of the events specified in Condition 14 occurs.
6. Delivery
6.1 Terms and conditions for delivery are only applicable in the Republic of Ireland. For delivery outside the Republic of Ireland please contact Alpha's export department.
6.2 Unless otherwise agreed delivery of the goods shall take place at the Purchaser's principal place of business.
6.3 Where Alpha makes delivery of the goods to the Purchaser's principal place of business or any other place as agreed in writing, all charges in relation to carriage, including, without limitation transport costs, insurance and unloading, will at Alpha's option, be borne by the Purchaser.
6.4 If for any reason the Purchaser does not accept delivery of any of the goods when they are ready for delivery then the goods will be deemed to have been delivered, risk in such goods shall pass to the Purchaser (including for loss or damage caused by Alpha's negligence) and Alpha may:
6.4.1 store the goods until actual delivery whereupon the Purchaser will be liable for all related costs and expenses (including without limitation storage and insurance); or
6.4.2 sell the goods at the best price readily obtainable and (after deduction of all storage and selling expenses) charge the Purchaser for any shortfall below the Contract price.
6.5 Any dates specified by Alpha for delivery of the goods are intended to be an estimate and time of delivery shall not be made of the essence by notice. If no dates are specified, delivery shall be within a reasonable time.
6.6 Alpha reserves the right to deliver in instalments and any failure to deliver one instalment will not entitle the Purchaser to terminate the Contract.
6.7 The quantity of any consignment of goods as recorded by Alpha upon despatch from Alpha's place of business shall be conclusive evidence of the quantity received by the Purchaser on delivery unless the Purchaser can provide conclusive evidence proving the contrary.
6.8 Claims for shortages or damaged goods must be made in writing to Alpha within 3 days of receipt of the goods.
6.9 Claims for non delivery must be made to Alpha within 10 days of date of despatch shown on invoice.
7. Returns
7.1 Notwithstanding any other provision in the Contract, Alpha may in its absolute discretion allow the Purchaser to return the goods upon the following conditions:
7.1.1 that the relevant goods are in good condition and in good working order;
7.1.2 that the relevant goods are goods that are ordinarily held in stock at one of Alpha's locations;
7.1.3 that the Purchaser notifies Alpha within 10 days of delivery of its intention to return the goods;
7.1.4 that the goods are returned to Alpha within 15 days of delivery;
7.1.5 Alpha and the Purchaser shall agree whether the goods shall be delivered by the Purchaser to Alpha or collected by Alpha from the Purchaser;
7.1.6 that the goods are undamaged, in the original packaging, with all trademarks or other labelling intact and fully suitable for re-sale; and
7.1.7 the Purchaser agrees to pay Alpha a 30% handling fee against the return of non-faulty standard goods. .
7.2 Notwithstanding any other provision in the Contract, Alpha may from time to time in its absolute discretion accept the return of non standard, non faulty goods upon separate rates, terms and conditions, to be agreed with the Purchaser in advance of any such return. Non standard goods are goods which are not ordinarily held in stock at one of Alpha's locations.
8. Small Order Charge
8.1 A small order charge of €10.00 (excluding VAT) will be applied if the order value is below €100.00.
8.2 No small order charge shall apply where goods are ordered from Alpha's website (www.alphachemicals.ie and/or www.alphahygiene.ie ).
9. Quality
9.1 If Alpha establishes to its reasonable satisfaction that there is a defect in the goods or there is some other failure by Alpha in relation to the conformity of the goods with the Contract, then Alpha may, in its absolute discretion, and within a reasonable time:
9.1.1 replace such goods with goods which are in all respects in accordance with the Contract; or
9.1.2 issue a credit note to the Purchaser in respect of the whole or part of the Contract price of such goods as appropriate having taken back such goods, subject, in every case, to the remaining provisions of this Condition provided that the liability of Alpha under this Condition shall in no event exceed the purchase price of such goods and performance of any one of the above options shall constitute an entire discharge of Alpha's liability under this Condition.
9.2 This Condition shall not apply unless the Purchaser:
9.2.1 notifies Alpha of the alleged defect within 3 days of the time when the Purchaser discovers or ought to have discovered the defect;
9.2.2 allows Alpha to collect the relevant goods;
9.2.3 complies with any reasonable request or instruction from Alpha; and
9.2.4 affords Alpha a reasonable opportunity to inspect the relevant goods.
9.3 If Alpha elects to replace the goods pursuant to this Condition, Alpha shall deliver the replacement goods to the Purchaser at Alpha's own expense at the address to which the defective goods were delivered and the legal title to the defective goods which are being replaced shall (if it has vested in the Purchaser) re vest in Alpha.
9.4 Alpha shall be under no liability under the Contract:
9.4.1 in respect of any defect arising from wilful damage, negligence, abnormal storage conditions, failure to follow Alpha's or the manufacturers instructions whichever is appropriate (whether oral or in writing);
9.4.2 if the total price for the goods has not been paid by the due date for payment;
9.4.3 in respect of any type of defect or damage specifically excluded by Alpha by notice in writing; or
9.4.4 if the Purchaser makes any further use of the goods after giving notice in accordance with this Condition.
9.5 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
10. Liability
10.1 Subject to Condition 9 above this Condition sets out the entire liability of Alpha (including any liability for the acts or omissions of its employees, agents and sub contractors) to the Purchaser in respect of:
10.1.1 any breach of the Conditions or the Contract;
10.1.2 any use made or resale by the Purchaser of any of the goods or any component of the goods, or any product incorporating any of the goods; and
10.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2 Nothing in the Conditions excludes or limits the liability of Alpha for death or personal injury caused by Alpha's negligence, or for fraudulent misrepresentation or for any fraud or for any matter which it would be illegal for Alpha to exclude or attempt to exclude its liability.
10.3 Liability for any direct loss or damage which arises out of or in connection with the Contract shall be limited to the amount payable to Alpha under the Contract.
10.4 Alpha shall not be liable to the Purchaser for any indirect loss, loss of profit, loss of business or depletion of goodwill or consequential loss or any claims for consequential compensation whatsoever which arise out of or in connection with the Contract.
11. Services
11.1 Any services which are subject to a separate fee and are to be performed by Alpha under the Contract are performed in accordance with Alpha's terms and conditions of service. A copy of the terms and conditions of services are available upon request.
12. Safety and Product Recalls
12.1 The Purchaser shall comply at all times with the written instructions and all written guidelines issued from time to time attached to the goods concerning their storage and use and the Purchaser shall refer its employees and its customers to such instructions and guidelines.
12.2 The Purchaser should satisfy itself that the persons responsible for the storage and use of any goods supplied by Alpha have all the information required on health and safety and Alpha shall not be liable to the Purchaser in any civil proceedings brought by the Purchaser against Alpha in respect of a breach of the user instructions or any applicable health and safety legislation or any regulations, orders or directions made pursuant to such health and safety legislation in force from time to time or under any directive, regulation, order or other instrument relating to health and safety where such exclusion of liability is permitted by law.
12.3 The Purchaser shall keep Alpha properly informed of all complaints concerning the goods and shall comply with any directions of Alpha in any issues, proceedings or negotiations relating to such complaint.
12.4 In the event of any recall of the goods by Alpha the Purchaser shall co-operate fully and promptly with any steps taken by Alpha under the Condition below.
12.5 Alpha may at its discretion recall any goods already sold by Alpha to the Purchaser, (whether for a refund or credit or for replacement of the goods which shall in each case be undertaken by Alpha) and/or issue any written or other notification to the Purchaser about the manner of use of any goods already sold by Alpha to the Purchaser. The Purchaser agrees to give all reasonable assistance to Alpha or the manufacturer in resisting any claim which may arise under any recall of product by Alpha or the manufacturer of such product.
13. Force Majeure
13.1 Alpha reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the goods ordered by the Purchaser (without liability to the Purchaser) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Alpha including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 180 days, the Purchaser shall be entitled to give notice in writing to Alpha to terminate the Contract.
14. Termination
14.1 Alpha may, as it thinks fit, (without prejudice to any other rights or remedies it may have against the Purchaser) immediately suspend further performance of the Contract or cancel delivery of the goods or stop any goods in transit or by notice in writing to the Purchaser terminate the Contract without liability to Alpha if:
14.1.1 the Purchaser commits a material breach of any of its obligations under the Contract which is incapable of remedy;
14.1.2 the Purchaser fails to remedy a breach of its obligations under the Contract which is capable of remedy, or persists in any breach of any of its obligations under the Contract after having been requested in writing by Alpha to remedy or desist from such breach within a period of 14 days;
14.1.3 any distress execution or diligence is levied upon any of the Purchaser's goods or property and is not paid out within 7 days of it being levied;
14.1.4 the Purchaser (being an individual or member of a partnership), or a partner of the Purchaser, offers to make any arrangements with or for the benefit of the creditors of the Purchaser or the Purchaser's partner(s) generally or there is presented in relation to the Purchaser, or a partner of the Purchaser, a petition of bankruptcy;
14.1.5 the Purchaser (being a limited company) is deemed to be unable to pay its debts as they fall due as described in Section 214 of the Companies Act, 1963 or the Purchaser calls a meeting for the purpose of passing a resolution to wind up its company or such a resolution is passed or the Purchaser presents or has presented a petition to wind up or present or have presented a petition or appoint an examiner or have a receiver appointed to the whole or any part of the Purchaser's business, undertaking, property or assets;
14.1.6 the Purchaser ceases, or threatens to cease, to carry on business; or 1.7 a secured lender to the Purchaser takes any steps to obtain possession of the property on which it has security or otherwise to enforce its security.
14.2 Notwithstanding any such termination or suspension in accordance with the above the Purchaser shall pay Alpha at the Contract rate all payments subsisting at the time of termination.
15. Product Information
15.1 Alpha has made every effort to ensure that details and information given in both our printed and online publications are accurate at the time of issue but Alpha gives no guarantees as to the accuracy or completeness of such information. Full technical specifications are not necessarily included and furthermore, Alpha's policy is one of continuous improvement and the right is reserved to alter details and information at any time as the need arises.
15.2 Accordingly, the Purchaser should check any details and information they wish to rely on with Alpha at the time of purchase. Alpha accepts no liability in respect of any errors or omissions herein contained or for any loss or damage, malfunction or consequential loss arising from reliance upon our publications.
16. Alpha Disclaimer
16.1 Any products shown in both our printed or online publications do not represent endorsement by Alpha of any other products, services or organisations.
17. Colour Reproduction
17.1 The colour reproductions of the products featured in both our printed or online publications are as accurate as the printing or electronic process will allow.
18. Data Protection
18.1 Alpha will at all times comply with its obligations under the Data Protection Acts 1988 and 2003 and all regulations made thereunder (as may be amended from time to time).
18.2 Alpha may monitor and record all telephone calls for the following purposes:
18.2.1 training;
18.2.2 quality and control; and
18.2.3 to confirm verbal instructions.
18.3 Alpha has and maintains privacy policies in respect of its website and its business activities generally. Hard copies are available upon request.
19. Assignment
19.1 The Purchaser shall not be entitled to assign the Contract or any part of it without the prior written consent of Alpha.
19.2 Alpha may assign the Contract or any part of it to any person, firm or company.
20. General
20.1 Each right or remedy of Alpha under the Contract is without prejudice to any other right or remedy of Alpha whether under the Contract or not.
20.2 Each party agrees to keep secret and confidential all information obtained or disclosed as a result of the relationship of the parties under the Contract. This obligation shall not apply to information that (i) is or falls into the public domain otherwise than due to a breach of this obligation by the recipient; (ii) was lawfully in the recipient's possession at the time of disclosure by the disclosing party; or (iii) was lawfully acquired from an independent third party who did not itself obtain it under an obligation of confidentiality.
20.3 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
20.4 Failure or delay by Alpha in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
20.5 Any waiver by Alpha of any breach of, or any default under, any provision of the Contract by the Purchaser will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
20.6 The Contract and any non-contractual obligations arising out of or in connection with it shall be governed by Irish law.
20.7 Subject to Condition 20.8 below, Alpha and the Purchaser agree that the courts of Ireland shall have exclusive jurisdiction to determine any dispute arising out of or in connection with this Contract (including without limitation in relation to any non-contractual obligations). The Purchaser irrevocably submits to the jurisdiction of the Irish courts.
20.8 Alpha reserves the right to bring proceedings in any other court of competent jurisdiction and, to the extent allowed by law, Alpha may take concurrent proceedings against the Purchaser in any number of jurisdictions. The Purchaser irrevocably submits to the jurisdiction of such other courts.
20.9 The invalidity of any individual provision of these Conditions shall not affect the validity of the remaining provisions.
21. All Rights Reserved
21.1 No part of any Alpha publication may be reproduced or transmitted in any form or by any means including photocopying and recording, without the written permission of the copyright holder, application for which should be addressed to the publisher.
21.2 Such written permission must be obtained before any part of this publication is stored in a retrieval system of any nature.
21.3 All prices are subject to VAT. All prices are subject to alteration without notice. Alpha reserve the right to amend the Conditions which are subject to confirmation at the time of application.
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