CONDITIONS OF SALE

TERMS AND CONDITIONS OF SALEWÜRTH (IRELAND) LIMITED

1. “The Company” means Würth (Ireland) Limited. These conditions constitute the only terms of the Contract between the Company and the Customer, and no variation of these conditions is binding on the Company unless specifically confirmed in writing by the Company.

2. Prices quoted by the Company may be changed at any time without prior notice. Any increase in the cost of supplying the goods or carrying out the Contract over the quoted price shall be borne by the Customer.

3. Terms of payment are strictly nett. Payment of the price is due within thirty days of the date of the Company’s invoice. Interest will be charged on overdue accounts at the rate of 2% per month until payment. Any costs incurred by the Company in collecting overdue accounts will be borne by the Customer.

4. The risk of and liability for any diminution in value or damage to the goods from whatever cause shall pass to and be borne by the Customer on delivery.

5. Delivery times specified are approximations only and not contractual obligations of the Company and the Company shall not be liable for loss claimed to have arisen from delay in delivery. Delivery is deemed effected:
(a) If the Customer is to collect the goods himself, then as soon as they are ready for dispatch and the Customer has been so notified by the Company.
(b) In any other case, as soon as the goods are dispatched from the Company’s premises.

6. The costs of delivery on behalf of the Customer will be in addition to the quoted price.

7. (a) The property in the goods shall not pass to the Customer, and the Customer shall keep the goods as Bailee and Trustee for the Company (returning the same to the Company on request), until the price of the goods shall have been wholly paid and until any other sums whatsoever which are due from the Customer to the Company whether under this Contract or howsoever otherwise shall have been paid in full without any set-off or deduction whatsoever.
(b) If the Customer:
(i) Manufactures any other article or articles from the goods with or without the addition of other materials and/or
(ii) Mixes the goods in any way whatsoever with other materials and/or
(iii) Incorporates the goods into any other article as a component part the property and the products of such manufacture mixing or incorporation (hereinafter referred to as “the products”) shall be transferred to the Company at the the time of such manufacture mixing or incorporation. The Customer shall keep the products as Bailee and Trustee for the Company until the Customer has paid to the company any sums due in the Company whether under this Contract or howsoever otherwise in full and without any reduction or determent on account of any dispute or cross claim whatsoever.
(c) Notwithstanding subparagraph (a) and (b) hereof the Customer shall be entitled to sell the goods or the products to third parties in the normal course of his business and to deliver them to such third parties but the proceeds of any such sale shall whenever any sum whatsoever is due from the Customer to the Company whether under this Contract or howsoever otherwise be held in trust for the Company and on such sale and/or delivery, in any case where the price of the goods sold has not been paid in full to the Company, the Customer is hereby deemed to assign to the Company absolutely (and the Company hereby accepts such assignment) the benefit of any claim which the Customer has against any such third party arising from any such sale and/or delivery.
(d) In the event of the Customer becoming insolvent and a Receiver or Liquidator being appointed such Receiver or Liquidator shall pay into a separate Bank Account any sums received from third parties in respect of sales to them of goods or products by the Customer has against any such third party arising from any such sale and/or delivery.

8. If the Customer refuses to accept any delivery tendered in accordance with these conditions or fails to make any payment provided in any Contract with the Company, the total price for goods to be delivered under such Contract shall become immediately due and payable and the Company will in addition have the right to suspend performance of any contractual obligation to the Customer until payment has been received by the Company in full and including interest if any.

9. Where goods have undergone special surface treatment at the request of the Customer, the Company accepts no liability for the effects of treatment on the goods.

10. Without prejudice to the Company’s legal rights in the event of any breach of Contract, by the customer, the Company reserves the right to suspend deliveries or at their option to cancel unfulfilled parts of the Contract in whole or in part in the event of the Purchaser failing to fulfill any term of the Contract.

11. The Company may wholly or partly suspend deliveries in the event of stoppage delay or interruption of works due to Force Majeure, Government Control, Storm, Fire, Tempest, Strike or Lock-out or any circumstances outside the Company’s control.

12. The Company may charge extra for small orders or special orders.

13. Except where otherwise expressly agreed between the Company and the Customer, packing and containers or non-returnable. Where it is expressly agreed that packing and containers are returnable, such packing and containers will be paid for or credited in full if returned to the Company carriage paid in proper condition.

14. All drawings, plans, patterns, specifications and photographs submitted to the Customer remain the property of the Company and must not be copied, disclosed to any third party, or otherwise used without written permission from the Company.

15. Illustrations, descriptions, weights and technical data in any of the Company’s catalogues, price lists and statements (written or oral) made by any representative of the company is provided to give the Customer an approximate picture and description only and not to form the basis of any contractual liability. No warranty or condition in that article shall accord with such illustration, description or statement is to be implied and any warranty or condition capable of or arising is hereby excluded. Design of goods is subject to alteration without notice. All quotations given and sales made are upon the condition that, although the goods supplied are of sound commercial quality, the company can accept no liability as to their suitability for any purpose other than that specified in writing by the customer at or prior to time of sale.

16. The Customer shall inspect the goods on delivery and shall within 3 days notify the Company of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford the Company an opportunity to inspect the goods within a reasonable time following delivery if the Customer believes that the goods are defective in any way. If the Customer shall fail to comply with these provisions the goods shall be presumed to be free from any defect or damage.

17. The Company’s liability whether (in contract or otherwise) in respect of any goods supplied to the Customer shall be limited solely to the invoice cost of such goods and the Company shall not be liable for any injury, damage, loss, costs or expenses whatsoever or howsoever arising out of or in connection with the supply to the Customer of the goods or their use or resale by the Customer and in particular but without prejudice the generality of the foregoing, the Company shall not be liable for any injury, damage, loss, costs or expense of whatsoever or howsoever arising incurred or suffered by the Customer or any third party in respect of any goods resold by the Customer or incorporated in or fixed any vehicle, thing, structure or construction. The Customer will indemnify the Company in respect of any claim by any third party for any loss, damage or injury so caused.

18. The Law applicable to this Contract shall be the Law of the Republic of Ireland.

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