Conditions of Sale
In these Conditions:
"Buyer" means the person or organisation who accepts
a quotation of the Seller for the sale of the Goods or whose order for the
Goods is accepted by the Seller
"Goods" means the goods (including any instalment of
the goods or any parts for them) and supply of any services or consultancy
which the Seller is to supply in accordance with these Conditions
"Seller" means Shop Equipment Limited a company
incorporated in Ireland under Companies Registration Office No 14089 whose
registered office is at 4052 Kingswood Drive, Citywest Business Campus, Dublin
"Conditions" means the standard terms and conditions of
sale set out in this document and (unless the context otherwise requires)
includes any special terms and conditions agreed in writing between the Buyer
and the Seller
"Contract" means the contract for the purchase and sale
of the Goods
"Writing" includes facsimile transmission, e-mail and
comparable means of communication.
Any reference in these Conditions to any provision of a statute shall be
construed as a reference to that provision as amended, re-enacted or extended
at the relevant time.
The headings in these Conditions are for convenience only and shall not
affect their interpretation.
Application of Conditions
These Conditions shall apply to all contracts for the sale of Goods by
the Seller to the Buyer. All orders (written or otherwise) for Goods shall be
deemed to be an offer by the Buyer to accept the Goods pursuant to these
Conditions. All other terms and conditions, which the Buyer may purport to
apply under any order, confirmation of order or similar document are hereby
expressly excluded. In the event of any conflict between these Conditions and
any conditions in any document submitted by the Buyer to the Seller including
any contract, arrangement or agreement entered into or to be entered into
between the Seller and the Buyer, the provisions of these Conditions shall
These Conditions comprise the entire conditions governing the contract
between the Seller and the Buyer and supersede any or all representations,
warranties, course of dealing or arrangements, whether written or oral,
heretofore made or entered into between the Seller and the Buyer relating to
The Contract of Sale
The Seller shall sell and the Buyer shall purchase the Goods in
accordance with any written quotation of the Seller which is accepted by the
Buyer, or any written order of the Buyer which is accepted by the Seller,
subject in either case to these Conditions, which shall govern the Contract to
the exclusion of any other terms and conditions subject to which any such
quotation is accepted or purported to be accepted, or any such order is made or
purported to be made, by the Buyer.
No variation of these Conditions shall be binding unless agreed in
Writing between the authorised representatives of the Buyer and the Seller.
The Seller's employees or agents are not authorised to make any
representations concerning the Goods unless confirmed by the Seller in Writing.
In entering into the Contract the Buyer acknowledges that it does not rely on
any such representations which are not so confirmed.
Any advice or recommendation given by the Seller or its employees or
agents to the Buyer or its employees or agents as to the storage, application
or use of the Goods which is not confirmed in Writing by the Seller is followed
or acted upon entirely at the Buyer's own risk, and accordingly the Seller
shall not be liable for any such advice or recommendation which is not so
Any typographical, clerical or other error or omission in any sales
literature, quotation, price list, acceptance of offer, invoice or other
document or information issued by the Seller shall be subject to correction
without any liability on the part of the Seller.
Orders and specifications
The Seller reserves the right to not accept an order submitted by the
The Buyer shall be responsible to the Seller for ensuring the accuracy
of the terms of any order (including any applicable specification) submitted by
the Buyer, and for giving the Seller any necessary information relating to the
Goods within a sufficient time to enable the Seller to perform the Contract in
accordance with its terms.
The quantity, quality and description of and any specification for the
Goods shall be those set out in the Seller's quotation (if accepted by the
Buyer) or the Buyer's order (if accepted by the Seller).
If the Goods are to be manufactured or any process is to be applied to
the Goods by the Seller in accordance with a specification submitted by the
Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs
and expenses awarded against or incurred by the Seller in connection with or
paid or agreed to be paid by the Seller in settlement of any claim for
infringement of any patent, copyright, design, trademark or other industrial or
intellectual property rights of any other person which results from the
Seller's use of the Buyer's specification.
The Seller reserves the right to make any changes in the specification
of the Goods which are required to conform with any applicable statutory or EC
requirements or, where the Goods are to be supplied to the Seller's
specification, which do not materially affect their quality or performance.
No order which has been accepted by the Seller may be cancelled by the
Buyer except with the agreement in Writing of the Seller and on terms that the
Buyer shall indemnify the Seller in full against all loss (including loss of
profit), cost (including the cost of all labour and materials used), damages,
charges and expenses incurred by the Seller as a result of cancellation.
The Buyer will if requested by the Seller, take any reasonable steps to
satisfy the seller prior to execution of the order as to the Buyers credit
worthiness, such as the provision of trade and bankers references or the
guarantee of payment from a third party acceptable to the seller. The Seller
reserves the right to refuse the order, to delay the execution of the order, to
request payment in part or in full prior to the execution of the order, or to cancel
any Contract entered into with the Buyer prior to commencement of deliveries to
the Buyer if the Sellers normal enquiries indicate that the Buyers credit may
not be sufficient to meet the needs of a Contract.
The price of the Goods shall be the Seller's quoted price. All prices
quoted are valid for 30 days only or until earlier acceptance by the Buyer,
after which time they may be altered by the Seller without giving notice to the
The Seller reserves the right, by giving notice to the Buyer at any time
before delivery, to increase the price of the Goods to reflect any increase in
the cost to the Seller which is due to any factor beyond the control of the
Seller (such as, without limitation, any foreign exchange fluctuation, currency
regulation, alteration of duties, significant increase in the costs of labour,
materials or other costs of manufacture), any change in delivery dates,
quantities or specifications for the Goods which is requested by the Buyer, or
any delay caused by any instructions of the Buyer or failure of the Buyer to
give the Seller adequate information or instructions.
The price is exclusive of any applicable value added tax, which the
Buyer shall be additionally liable to pay to the Seller. The rates are applied
in accordance with current legislation.
Subject to any special terms agreed in Writing between the Buyer and the
Seller, the Seller shall be entitled to invoice the Buyer for the price of the
Goods on or at any time after delivery of the Goods, unless the Goods are to be
collected by the Buyer or the Buyer wrongfully fails to take delivery of the
Goods, in which event the Seller shall be entitled to invoice the Buyer for the
price at any time after the Seller has notified the Buyer that the Goods are
ready for collection or (as the case may be) the Seller has tendered delivery
of the Goods.
The Buyer shall pay the price of the Goods (less any discount to which
the Buyer is entitled, but without any other deduction) within 30 days of the
date of the Seller's invoice, and the Seller shall be entitled to recover the
price, notwithstanding that delivery may not have taken place and the property
in the Goods has not passed to the Buyer. The time of payment of the price
shall be of the essence of the Contract. Receipts for payment will be issued
only upon request.
Unless otherwise agreed in writing, for supply and install orders,
payment terms shall be 30% on confirmation of the order, 50% on delivery to
site or go live of the system and the remaining 20% within 30 days of the
If the Buyer fails to make any payment on the due date then, interest
shall accrue and be payable on the amount unpaid (both before and after any
judgement) at the rate prescribed for statutory interest pursuant to the
European Communities (Late Payment in Commercial Transactions) Regulations 2002
until payment is made in full
If the Buyer fails to make any payment on the due date then, without
prejudice to Condition [6.4], Condition [10.2.3] and to any other right or
remedy available to the Seller, the Seller shall be entitled to: -
cancel the contract or suspend any further deliveries or services to the
appropriate any payment made by the Buyer to such of the Goods (or the
goods supplied under any other contract between the Buyer and the Seller) as
the Seller may think fit.
Delivery of Goods
Delivery of the Goods shall be made by the Buyer collecting the Goods at
the Seller's premises at any time after the Seller has notified the Buyer that
the Goods are ready for collection or, if some other place for delivery is
agreed by the Seller, by the Seller delivering the Goods to that place.
Any dates quoted for delivery of the Goods are approximate only and the
Seller shall not be liable for any delay in delivery of the Goods however
caused. Time for delivery shall not be of the essence of the Contract unless
previously agreed by the Seller in writing. The Goods may be delivered by the
Seller in advance of the quoted delivery date upon giving reasonable notice to
Where the Goods are to be delivered in instalments, each delivery shall
constitute a separate contract and failure by the Seller to deliver any one or
more of the instalments in accordance with these Conditions or any claim by the
Buyer in respect of any one or more instalments shall not entitle the Buyer to
treat the Contract as a whole as repudiated.
If the Seller fails to deliver the Goods (or any instalment) for any
reason other than any cause beyond the Seller's reasonable control or the
Buyer's fault, and the Seller is accordingly liable to the Buyer, the Seller's
liability shall be limited to the excess (if any) of the cost to the Buyer (in
the cheapest available market) of similar goods to replace those not delivered
over the agreed price of the Goods.
If the Buyer fails to take delivery of the Goods or fails to give the
Seller adequate delivery instructions at the time stated for delivery
(otherwise than by reason of any cause beyond the Buyer's reasonable control or
by reason of the Seller's fault) then, without prejudice to any other right or
remedy available to the Seller, the Seller may:
store the Goods until actual delivery and charge the Buyer for the
reasonable costs (including insurance) of storage; or
sell the Goods at the best price readily obtainable and (after deducting
all reasonable storage and selling expenses) account to the Buyer for the
excess over the price under the Contract or charge the Buyer for any shortfall
below the price under the Contract.
Risk and Property in the Goods
Risk of damage to or loss of the Goods shall pass to the Buyer:
in the case of Goods to be delivered at the Seller's premises, at the
time when the Seller notifies the Buyer that the Goods are available for
in the case of Goods to be delivered otherwise than at the Seller's premises,
at the time of delivery or, if the Buyer wrongfully fails to take delivery of
the Goods, the time when the Seller has tendered delivery of the Goods.
Notwithstanding delivery and the passing of risk in the Goods, or any
other provision of these Conditions, the property in the Goods shall not pass
to the Buyer until the Seller has received in cash or cleared funds payment in
full of the price of the Goods and all other goods agreed to be sold by the
Seller to the Buyer for which payment is then due.
Until such time as the property in the Goods passes to the Buyer, the
Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and
shall keep the Goods separate from those of the Buyer and third parties and
properly stored, protected and insured and identified as the Seller's property,
but shall be entitled to resell or use the Goods in the ordinary course of its
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 where the Goods are stored and repossess the Goods. The
Buyer agrees to procure for the seller the consent of any such third party to
repossession of the goods on the third party's premises.
The Buyer shall not be entitled to pledge or in any way charge by way of
security for any indebtedness any of the Goods which remain the property of the
Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller
shall (without prejudice to any other right or remedy of the Seller) forthwith
become due and payable.
9. Installation of the Goods
The following conditions shall apply in
addition to the preceding conditions where the order provides for installation
of the Goods ("the Works")
It shall be the sole responsibility of the Buyer to ensure that the floors
and foundations upon which installation of the Goods is to be carried out are
suitably surfaced and are fully prepared for the installation of the Works.
The Buyer shall at his own cost and prior to the date of the
commencements of the Works prepare the floors or surfaces on which the Works
are to be installed in accordance with the Sellers requirements. In the event
that the Buyer fails to comply with his obligations under this clause, on
discovery of such an event, the Seller may at its discretion refuse to commence
or continue with the works until such time as the failure has been rectified
and the terms of the clauses 9.11 and 9.12 hereof will expressly apply. Without
prejudice to any other remedy that the Seller may have herein or otherwise, any
additional cost or expenses which the Seller may reasonably incur due to such
floors or services not being in accordance with its requirements shall be
invoiced by the Seller to the buyer and paid by the Buyer in accordance with
the terms of clause 6 hereof.
The Seller will not undertake or be responsible for any builder's work
or other work which involves alteration to the structure of any building on the
Site unless included in the specification or otherwise agreed in writing
between The Seller and the Buyer.
The Buyer will at his own expense provide the following services and
attendances to The Seller to facilitate the Works:
secure waterproof storage accommodation for the Goods and for The
Seller's construction plant and equipment immediately adjacent to that part of
the Site where the Works will take place.
prior to commencing of the Works, clearance of the Site of all
obstruction and other trades or operations to ensure that the Works can be
carried out in an efficient manner
lighting of sufficient intensity to enable the Works to be carried out
safely and power to enable the Works to be carried out safely and power
supplies suitable for operation of construction plant and hand power tools
in addition to off-loading Goods, conveyance of the Goods to that part
of the Site where works will take place
The Buyer will ensure a safe working environment at all times in
compliance with all approved safety standards and all applicable Health and
The Buyer will ensure that prior to the commencement of the Works the
Site is secure and watertight
The Buyer will ensure that prior to the commencement of the Works and
until such time as the Works are handed over to the Buyer the Goods are
protected from loss or damage and from dust and dirt arising from the
activities of the Buyer or any third party on the site.
If for any reason not attributable to The Seller the carrying out of the
Works is suspended, delayed or hindered The Seller has every right to claim
interim payment or payments on account and render interim invoice or invoices
to the Buyer for payment accordingly, irrespective of any schedule of payments
previously agreed between the Buyer and The Seller.
Any surplus Goods delivered to the Site shall remain the property of The
Seller. The Buyer shall take all reasonable precautions for the safe custody
and protection of such surplus Goods until the time of their removal by The Seller.
The Buyer at his own expense shall be responsible (other than for
statutory obligations placed solely on The Seller) for obtaining all consent,
permissions, easements and licenses for the carrying out of the Works in
accordance with the terms hereof and for conforming with all statues and
orders, regulations and by-laws made there under applicable at any time to the
Works and shall indemnify and keep indemnified The Seller against all actions,
proceedings, costs, charges, claims or demands arising out of or in connection
with any breach of this clause. The Seller shall (so far as is reasonably able)
provide such information with respect to the Works as the Buyer may request in
respect of any applications for such consent, permissions, easements or
licences as aforesaid.
Where installation work is involved the Seller shall endeavour to
complete such work within the time scales agreed with the Buyer, or in the
absence of such agreement as soon as reasonably possible. The Seller shall not
be liable for any costs, losses, expenses or damages caused by any delay in
despatch of the goods or in completion of the installation work connected
therewith which are beyond the Sellers control. In the event of any such delay
The Seller shall be entitled to such additional time as may be necessary to
complete the Contract and where appropriate to allocate its products and
services among its Buyers in such manner as it considers fair and reasonable.
Under no circumstances shall the Buyer be entitled to cancel the Order in the
event of any such delay unless with the specific consent of The Seller on
mutually acceptable terms.
If the Buyer requests a suspension of any installation work or if The
Seller is delayed by the acts or omissions of the Buyer, the Buyer's servants
or agents or any third party not under The Seller's direct control then The
Seller shall be entitled to invoice the Buyer with any costs or expenses
reasonably incurred by The Seller arising from the suspension or delay and such
costs or expenses shall be paid by the Buyer, The Seller shall also be entitled
to such additional time as may be necessary to complete the contract.
Warranties and Liability of the Seller
Subject to the conditions set out below the Seller warrants that the
Goods will correspond with their specification at the time of delivery and will
be free from defects in material and workmanship for a period of 3 months from
the date of their initial use or 3 months from delivery, which ever is the
first to expire.
The above warranty is given by the Seller subject to the following
the Seller shall be under no liability in respect of any defect in the
Goods arising from any drawing, design or specification supplied by the Buyer;
the Seller shall be under no liability in respect of any defect arising
from fair wear and tear, wilful damage, negligence, vandalism, abnormal working
conditions, failure to follow the Seller's instructions (whether given orally or
in writing), misuse or alteration or repair of the Goods without the Seller's
the Seller shall be under no liability under the above warranty (or any
other warranty, condition or guarantee) if the total price for the Goods has
not been paid by the due date for payment;
the above warranty does not extend to parts, materials or equipment not
manufactured by the Seller, in respect of which the Buyer shall only be
entitled to the benefit of any such warranty or guarantee as is given by the
manufacturer to the Seller.
Subject as expressly provided in these Conditions, and except where the
Goods are sold to a person dealing as a consumer (within the meaning of the
Sale of Goods and Supply of Services Act, 1980), all warranties, conditions or
other terms implied by statute or common law are excluded to the fullest extent
permitted by law.
Where the Goods are sold to a consumer (within the meaning of the Sale
of Goods and Supply of Services Act, 1980) the statutory rights of the Buyer
are not affected by these Conditions.
Any claim by the Buyer which is based on any defect in the quality or
condition of the Goods or their failure to correspond with specification shall
(whether or not delivery is refused by the Buyer) be notified in writing to the
Seller within 7 days from the date of delivery or (where the defect or failure
was not apparent on reasonable inspection) within a reasonable time after
discovery of the defect or failure. If delivery is not refused, and the Buyer
does not notify the Seller accordingly, the Buyer shall not be entitled to
reject the Goods and the Seller shall have no liability for such defect or
failure, and the Buyer shall be bound to pay the price as if the Goods had been
delivered in accordance with the Contract.
Where any valid claim in respect of any of the Goods which is based on
any defect in the quality or condition of the Goods or their failure to meet
specification is notified to the Seller in accordance with these Conditions,
the Seller shall be entitled to replace the Goods (or the part in question)
free of charge or, at the Seller's sole discretion, refund to the Buyer the
price of the Goods (or a proportionate part of the price), but the Seller shall
have no further liability to the Buyer.
Except in respect of death or personal injury caused by the Seller's
negligence, the Seller shall not be liable to the Buyer by reason of any
representation (unless fraudulent), or any implied warranty, condition or other
term, or any duty at common law, or under the express terms of the Contract,
for any indirect, special or consequential loss or damage (whether for loss of
profit or otherwise), costs, expenses or other claims for compensation
whatsoever (whether caused by the negligence of the Seller, its employees or
agents or otherwise) which arise out of or in connection with the supply of the
Goods or their use or resale by the Buyer, and the entire liability of the
Seller under or in connection with the Contract shall not exceed the price of
the Goods, except as expressly provided in these Conditions.
The Seller shall not be liable to the Buyer or be deemed to be in breach
of the Contract by reason of any delay in performing, or any failure to
perform, any of the Seller's obligations in relation to the Goods, if the delay
or failure was due to any cause beyond the Seller's reasonable control. Without
prejudice to the generality of the foregoing, the following shall be regarded
as causes beyond the Seller's reasonable control:
Act of God, explosion, flood, tempest, fire or accident;
war or threat of war, sabotage, insurrection, civil disturbance or
acts, restrictions, regulations, bye-laws, prohibitions or measures of
any kind on the part of any governmental, parliamentary or local authority;
import or export regulations or embargoes;
strikes, lock-outs or other industrial actions or trade disputes
(whether involving employees of the Seller, the Buyer or of a third party);
difficulties in obtaining raw materials, labour, fuel, parts or
power failure or breakdown in machinery.
Insolvency of the Buyer
This Condition applies if:
the Buyer makes any voluntary arrangement with its creditors or (being
an individual or firm) becomes bankrupt or (being a company) becomes subject to
the protection of the Court, has an examiner appointed to it or goes into
liquidation (otherwise than for the purposes of amalgamation or reconstruction
not involving insolvency); or
an encumbrancer takes possession, or a receiver is appointed, of any of
the property or assets of the Buyer; or
the Buyer ceases, or threatens to cease, to carry on business; or
the Seller reasonably apprehends that any of the events mentioned above
is about to occur in relation to the Buyer and notifies the Buyer accordingly.
If this Condition applies then, without prejudice to any other right or
remedy available to the Seller, the Seller shall be entitled to cancel the
Contract or suspend any further deliveries under the Contract without any
liability to the Buyer, and if the Goods have been delivered but not paid for
the price shall become immediately due and payable notwithstanding any previous
agreement or arrangement to the contrary.
Any notice required or permitted to be given by either party to the
other under these Conditions shall be in Writing addressed to that other party
at its registered office or principal place of business or such other address
as may at the relevant time have been notified pursuant to this provision to
the party giving the notice.
No waiver by the Seller of any breach of the Contract by the Buyer shall
be considered as a waiver of any subsequent breach of the same or any other
If any provision of these Conditions is held by any court, the
Competition Authority or any other competent authority to be invalid or
unenforceable in whole or in part the validity of the other provisions of these
Conditions and the remainder of the provision in question shall not be
The Contract shall be governed by the laws of the Republic of Ireland,
and the Buyer agrees to submit to the non-exclusive jurisdiction of the courts
of the Republic of Ireland.