13. Remedies for any Defects in Goods
TERMS AND CONDITIONS OF SALE DIGITAL PRINT & IMAGE
In these terms and conditions of sale the following words shall have the following meaning:
(a) The "Customer" shall mean any individual, firm, company or other purchaser offering to purchase goods from the Company.
(b) The "Company" shall mean Digital Print & Image having its registered office at Unit 61b, Baldoyle Industrial Estate, Baldoyle, Dublin 13 and/or any of its subsidiaries and/or trading divisions.
(c) The "Goods" shall mean all or any product sold or services supplied by the Company.
(d) The "Contract" shall mean any Contract for goods or services made between the Company and the Customer. These conditions shall apply to all sales of goods and any terms or conditions which the Customer seeks to impose shall be inapplicable.
The use of the plural shall include the singular and the use of the singular shall include the plural. References to masculine, feminine or neutral grounds shall include each and every gender.
All business undertaken by the Company is undertaken on the terms of these conditions which supersede all conditions of the order and any other terms and conditions unless specifically agreed by the Company in writing. The Customer acknowledges that there are no representations outside these conditions which have induced the Customer to enter into the Contract for the sale of the Goods to which these conditions relate. No addition to or modification or waiver of these conditions shall be effective unless made in writing signed by an authorised officer of each party.
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Quotation and estimates, whether written or oral, submitted by the Company shall be deemed to be an invitation to treat and not an offer. Any quotation shall be cancelled if not accepted within 30 days from the date of issue.
Unless otherwise expressly stated in writing, all prices shall be exclusive of VAT and any other additional taxes or duties.
(a) All prices and discount rates quoted or notified by the Company are, unless otherwise agreed in writing subject to variation to those prevailing at the date of delivery. The Company reserves the right at any time prior to delivery or completion of work (in the case of contract work) to adjust the price to take account of any increase in the costs to it of materials, labour and services or of any currency variation.
(b) The Company after the delivery of the goods shall deliver to the Customer as soon as possible an Invoice stating the type and quantity of goods delivered.
(c) For the avoidance of doubt, each Customer shall be held accountable for any V.A.T. chargeable in the normal course of their business.
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(a) Unless otherwise agreed in writing, the Customer, holding a credit account, shall make payment in full within 30 days from the date of the invoice. Interest at the rate of 4% per month will be charged on all monies outstanding under the Contract from 30 days after the end of the month in which the Invoice is dated until the actual day of payment Such interest will be payable on demand and may be charged and added to the balance of overdue payments, and thereby compounded, from time to time as the Company may determine. All other cash customers shall provide full payment at the time of delivery of the goods /order unless otherwise agreed in writing by the Company.
(c) The Customer shall not be entitled to withhold payment of any amount payable to the Company by reason of any dispute or claim by the Customer (whether or not the goods or services are to be awarded by instalments and in such case each installment is deemed to constitute a separate and distinct Contract). In the case of any short delivery or delivery of damaged goods to the Customer, the Customer shall remain liable to pay the full invoiced price of all other goods delivered.
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(a) Any time or date quoted by the Company for delivery or collection of all or any of the goods or performance of any services is an estimate only and the Company shall not be liable for any failure to meet any such estimate nor for any loss, whether financial or otherwise resulting directly or indirectly therefrom. Time is not and shall not be of the essence in relation to this condition or the performance by the Company of its obligations under the Contract.
(b) Should the Company be prevented from or hindered in delivering the goods or any part thereof by reason of war, riot, explosion, fire, flood, strike, lock out or other industrial dispute, shortage of materials or labour, governmental restriction or legislation or any cause beyond the companies reasonable control (whether similar to any of the foregoing or not) the time of the delivery shall be extended until the operation of the cause preventing or hindering delivery has ceased. Should the Company be prevented from or hindered in delivering part of the goods by reason of any such causes the Company shall deliver and the Customer shall take and pay for such part of the goods as the Company shall be able to deliver, in accordance with the Contract.
(c) The Company shall deliver the goods to the Customer at his premises or to job site as may be agreed with the Company provided always that the driver /servants of the Company?s vehicle shall be entitled to refuse to deliver to sites which may be unsafe or inaccessible for its vehicles /servants.
(d) Delivery of any consignment shall be deemed to take place when the goods comprise therein are dispatched or collected from the Company?s premises signed delivery dockets shall be conclusive proof of the quantity delivered.
(e) Where it is agreed that the Company shall deliver a procure delivery of the goods, when ready, it shall do so at the risk and cost to the Customer as agreed with the Customer to such address in Ireland as the Customer may specify or, if no such address is specified, to any address of the Customer to which correspondence and/or goods may previously have been sent under Contract. The manner of delivery shall be such as the Company in its so discretion shall deem appropriate.
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(a) The full legal and beneficial title to the ownership of the goods shall remain with the Company until the Customer has paid the Company in full in respect of the goods and all of the sums due by the Customer to the Company. Until payment in full for the goods and all other sums due, the Customer will have possession of the goods as bailee for the Company and will have authority until such authority is countermanded by the Company or until the appointment of a Receiver, Liquidator or Examiner over the assets of the Customer, the presentation of a petition to wind up or place under protection or the convening of a creditors meeting by the Customer, whichever is the earlier, to sell goods in the ordinary course of the Customers business.
The Company may at any time prior to the Customer paying for the goods and any other sums due, revoke the Customer ?s power of sale referred to above by notice in writing to the Customer. The Customer shall hold interest for the Company until the price of the goods and all other sums due by the Customer to the Company, have been discharged such portion of the proceeds of sale of the goods as equates to the sums due by the Customer to the Company. Nothing in this clause shall confer any right upon the Customer to return the goods. The Company may maintain an action for payment notwithstanding that property in the goods shall not have vested in the Customer.
(b) Until title to the goods has passed to the Customer, the Customer shall at its own expense separately store the goods and prevent any loss or damage due to deterioration and will take all reasonable steps to maintain the goods separately identifiable.
(c) For as long as any money is due by the Customer to the Company, the Company shall be entitled to enter any premises where the goods are located to take possession of and to re-sell same and for this purpose, the Customer hereby grants the Company irrevocable right and licence to enter any such premises. This right shall continue notwithstanding termination of any Contract between the Company and the Customer for any reason and shall be without prejudice to any accrued rights of the Company. In the event of the Company recovering the goods, it shall retain all payments made, if any, for the goods as damages for breach of Contract.
(d) Notwithstanding the foregoing provisions, the risk in the goods shall pass to the Customer when the goods are dispatched by the Company to or collected by the Customer or its agents. Each of these events will constitute delivery to the Customer. From the date of delivery until the goods are sold by the Customer and paid for in full, the Customer will indemnify and keep indemnified the Company against all loss of and damage to the goods and against any reduction in the resale value thereof below the price to be paid thereof by the Customer. Therefore, the Customer will also insure and keep insured the goods in an amount at least equal to the price to be paid by the Customer to the Company and hold upon trust for the Company absolutely all provisions of such insurance.
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All drawings, plans, patterns, jigs, specifications, written directions, & instructions whether prepared by or on behalf of the Company or the customer shall be the property of the Company and any such in the possession of the Customer shall be delivered up to the Company on demand.
(a) The Company may at its option (without prejudice to any other remedies) cancel any uncompleted order, withhold or suspend all further deliveries under the Contract and demand payment forthwith of all sums due by the Company to the Customer in the event of default by the Customer in the event of default by the Customer in making any payment due hereunder or under any other Contract between the Company and the Customer, or in the event that the Customer, being a natural person, shall die or become bankrupt or, being a company, shall enter into liquidation or if a Receiver of its undertaking property or assets or any part thereof shall be appointed or if an Examiner shall be appointed thereto or in the event that a Petition to wind up or place under Court protection is presented or that the Customer shall enter or offer to enter into any arrangement or composition with his or its creditors, or in the event that anything similar or analogous to any of the foregoing under the laws of any jurisdiction in which the Customer is incorporated resident or carries on business shall occur.
(b) The Company shall be entitled to charge the Customer with an amount equal to all costs and expenses (whether incurred pursuant to the issue of legal proceedings or not) incurred by the Company in any way connected with the collection of monies due by the Customer to the Company which have not been paid within the times submitted to the Customer by a statement and thereupon such costs and expenses shall immediately become due to the Company.
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The Customer shall pay a rental /storage charge to the Company in addition to the quoted price at the Company?s usual rates for storing any goods which have been manufacture by the Company on foot of this contract should there be a delay between the completion of manufacture of the goods and the installation of same. Any such charge shall be added to the quoted price and be payable in the same manner as the quoted price.
The company will make every reasonable effort to match production colours to agreed samples but no liability will attach to the Company for minor deviations therefrom.
The Company shall be entitled to identify the finished goods covered by this contract with its name /logo.
The Customer shall inspect the goods immediately on receipt thereof and shall within 30 days of such receipt notify the Company of any claim that the goods are not in accordance with the Contract. If the Customer does not notify the Company of such claim within such thirty-day period, the goods shall be conclusively presumed to be in accordance with the Contract in so far as the same could be established from reasonable examination of the goods. In all cases where defects or shortages are complained of, the Company shall be under no liability to the Customer in respect thereof unless a reasonable opportunity to inspect the goods is provided to the Company by giving at least thirty days notice in writing before any use is made thereof or any alteration or modification is made thereto by the Customer. The Customer shall not be entitled to withhold or defer payment or any part of payment pending the elimination of any claims of defects or shortages.
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13. Remedies for any Defects in Goods:
All liability of the Company to the Customer under any Contract for the supply of goods, or in respect of any breach of any such Contract, or otherwise in any way connected with the subject matter of any such Contract (including liability arising from a negligent act or a mission of the Company) shall be subject to the following provisions of this clause.
(a) Claims in respect of damage or shortage arising in transit or otherwise must be notified directly to the Company within 30 days of the delivery having been made. The Company?s liability for any claim, whether in Contract, tort or otherwise, for any loss or damage arising out of or in connection with or resulting from the manufacture, sale, delivery, re-sale, replacement or use of any of the goods, shall in no case exceed the price paid by the Customer to the Company for the goods which give rise to the claim. In no event shall the Company be liable for any loss of profits or special or consequential damages suffered by the Customer including interest charges. Nothing contained in this clause shall by implication create any liability or obligation on the part of the Company or effect or diminish any disclaimer of liability elsewhere contained herein.
(b) In the event that the Customer becomes aware of any defects in the goods before use or onward sale by the Customer, the Customer shall notify the Company forthwith and return the goods to the Company. Provided the Company is satisfied that the goods returned are in fact defective, the Company?s liability to the Customer in respect of the goods returned shall in no case exceed the price of such goods and the cost to the Customer of the return of such goods.
(c) As expressly stated above all warranties, conditions and representations, expressed or implied, statutory or otherwise, in relation to the quality or fitness for any particular purpose of the goods are hereby excluded and the Company shall have no liability whatsoever howsoever arise in respect of any indirect, special, consequential or economic loss, or any loss of Contracts, goodwill, revenue, profits, anticipated savings or other benefits, or any loss arising out of claims against the Customer by third parties.
(d) For the purpose of this clause ("goods") include any materials on or in which the subject matter of the Contract may be supplied to the Customer by the Company.
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Any liability of the Company under the Contract shall be subject to and conditional upon the due performance and observance by the Customer of all its obligations under these conditions and subject to these conditions, the Customer shall not be entitled to withhold or delay payment or exercise any right of set off whatsoever and howsoever arising or arisen which might otherwise be available to it.
15. Termination and Suspension:
Without prejudice to any rights and remedies available to it, whether under the Contract or otherwise, the Company shall be entitled at its absolute discretion and upon giving the Customer written notice of its intention to do so, either terminate wholly or in part the Contract and/or any other Contract with the Customer or to withhold, vary or suspend performance of all or any of its obligations under the Contract or any other Contract. Where it is necessary to make alternative arrangements to deal with supply shortages, the Customer?s obligation to purchase goods hereunder shall remain binding to the extent that the Company meets the Customer?s order.
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16. Cancellation by the Buyer:
No cancellation of the whole or any part of any order, whether it is an order by instalments or otherwise, by the Customer is permitted except where agreed in writing in advance by the Company.
Once delivered, goods may not be returned, unless authorization has been given by the Company in writing and provided that the goods returned are in a brand new and unused condition and any packaged items will only be accepted if the package remains unbroken and is in reasonable condition. In the case of non re-saleable /re-useable items such as personalized /custom goods, there shall be no return /cancellation by the Customer.
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The Company shall make good by reimbursement of the whole or part of the price (and, where relevant, as a deduction from any part of the price remaining unpaid) or as its option by repair or by replacement any defect developing under normal use in the goods and due solely to faulty design (except where the design is supplied by or on behalf of the Customer), faulty materials or faulty workmanship provided that
(a) The Customer shall be responsible for ensuring that the goods are fit for the purpose for which they are to be used and the Company gives no warranty (and none shall be implied) that the goods are fit for any particular purpose
(b) The defect in question shall have appeared within 12 months (or such longer period (if any) as may be provided for in any guarantee given by or on behalf of the manufacturer of the goods) after the Customer shall have taken possession of the goods or performance of services completed and shall have been thereupon promptly notified in writing to the Company and
(c) Any goods alleged to be defective shall be stored in a safe place by the Customer until such time as the Company authorizes their disposal in writing.
(d) No attempt shall have been made by the Customer or by any third party to remedy any defect before, if so required by the Company, the goods in question shall have been returned to the Company for inspection and (e) The goods in question shall have been services and maintained properly and in accordance with the Company?s recommendations and shall not have been altered and/or fitted with any parts, components or accessories other than those manufactured or recommended by the Company.
Save as set out in the foregoing clauses, the liability of the Company arising from all and any claims relating to any single Contract should be limited to a maximum of the sum received by the Company from the Customer under the Contract or such amount less the costs of recovery incurred by the Company, as the Company receives from the manufacturer of the goods giving rise to the claim from the Customer.
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The Company (at its sole discretion) may have term supplementary to these terms and conditions which may make provision for discounts or rebates of different amount on the price of goods sold or may make provision for allowances to be made available by the Company to the Customer.
All notices required to be served shall be in writing and shall be sent by post to addresses on the quotation.
Digital Print & Image and /or any subsidiaries thereof may, in its sole discretion and following application by the Customer, grant the Customer credit facility in respect of payment for the goods and /or services purchased from such company. The credit facility may comprise an extended payment date, credit limit or both on such terms as the Company may determine. Where the Customer reaches the available credit limit, no further goods and /or services may be purchased and charged to the Customer unless and until the Company agrees otherwise. If the Customer defaults in payment on foot of this credit facility, the Company will be entitled to enforce payment in accordance with the conditions and revoke the within credit facility.
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The Customer shall not assign or transfer or purport to assign or transfer to any other person, firm or company the Contract or the benefit thereof or the benefit of any condition, warranty, guarantee or other term or condition (expressed or implied) forming part thereof or in relation to the goods.
A waiver by the Company of any of the foregoing terms and conditions in whole or in part shall not constitute a general waiver of such or any term or condition. Each and every part of or whole term and condition herein contained to the extent that it may be void, voidable or unenforceable shall be severable from the remanding terms and conditions and parts thereof and shall not effect the validity and enforceability of such other terms and conditions.
This Contract shall be governed by and construed in accordance with the law of the Republic of Ireland.
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