Terms & Conditions
STC SOCKET TOOL COMPANY LIMITED
ADDRESS: Unit 714 Northwest Business Park, Kilshane Way, Ballycoolin, Dublin 15, D15 CT96, Ireland
PHONE: 01 8809120;
1. A contract shall be made between STC Socket Tool Co. Ltd (hereinafter referred to as the “Company”) and the person, firm or company proposing to purchase from the Company (hereinafter referred to as the “Customer”) upon, and only upon, the approval and acceptance by the Company of an order placed (whether orally or in writing) by the Customer and thereupon the parties shall be bound. No modification of these conditions shall be binding upon the Company unless otherwise stipulated herein or agreed to in writing by someone duly authorized on behalf of the Company.
Unless otherwise agreed in writing by the Company these Conditions supersede any earlier sets of conditions appearing in the Company’s catalogues or elsewhere and shall override any terms or conditions stipulated, incorporating or referred to by the Customer whether in any order placed by the Customer, or during any negotiations. All guarantees, warranties or conditions (including any conditions as to quality or fitness for any particular purpose) whether express or implied by statute, common law or otherwise are hereby excluded and negative.
2. Any price quoted by the Company or comprised in the contract is provisional only, and is subject to market fluctuations and/or changes in basic national wage rates and costs of materials (including raw materials). Whilst every effort will be made to maintain prices quoted the Company reserves the right to execute orders at prices ruling or prevailing at the time of delivery.
3. If the preparation, manufacture or delivery of the goods is prevented, delayed or hindered in any way by any act of God (including but not limited to fire, flood, earthquake, windstorm or other natural disaster) or of any Government, war (whether declared or not), invasion or other warlike action, fire, explosion or accidental damage, loss at sea, any strike, lockout or other industrial action, or any other civil disturbances, non availability of raw materials, or any other event beyond the Company’s control, then in any such circumstances the Company may upon reasonable notice terminate or amend this contract in such manner as it shall think fit.
4. Time of payment shall be of the essence of the contract. Payment of the price shall be made within the period after delivery specified in the order without reduction or deferment on account of disputes, cross or counterclaims, rights of set-off or any other reason whatsoever. If the Customer shall fail to make payment on the due date for goods ordered or delivered under this or any other contract the Customer may have with the Company, the Company may suspend further deliveries under this or any other such contract, and if such payment or any part thereof shall remain in arrears for seven days after written demand shall have been made thereof, the Company may cancel this or any other such contract, and in either case without prejudice to any other right the Company shall have.
5. The risk in the goods shall pass to the Customer on completion of delivery. Title to the goods shall not pass to the Customer until the Company has received payment in full (in cash or cleared funds) for the goods and any other goods or services that the Company has supplied to the Customer in respect of which payment has become due. Until title to the goods has passed to the Customer, the Customer shall:
(a) hold the goods on a fiduciary basis as the Company’s bailee;
(b) store the goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;
(c) at the request of the Company shall furnish the Company with the names and addresses of debtor subpurchasers and all appropriate particulars thereof so as to enable the Company to recover direct from such subpurchasers sums owing by them;
(d) not remove, deface or obscure any identifying mark or packaging on or relating to the goods;
(e) maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(f) notify the Company immediately if any of the events referred to in clause 9 occurs; and
(g) give the Company such information relating to the goods as the Company may require from time to time, but the Customer may resell or use the goods in the ordinary course of its business. If before title to the goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8, or the Company reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Company may have, the Company may at any time require the Customer to deliver up the goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the goods are stored in order to recover them.
6. In addition to any right of stoppage in transit to which the Company may by law be entitled the Company shall be entitled to resume possession of all goods sold by the Company to the Customer which are in transit for the unpaid price of any goods sold to the Customer under this contract or any other contract.
7. The Company shall not in any circumstances whatsoever be liable to the Customer in respect of any consequential or indirect loss or damage (including loss of profit or liability to any third party) which the Customer may suffer by reason of any default or failure of the Company.
8. If the Customer shall make default in or commit a breach of the contract, or of any other of his obligations to the Company, or if any distress, execution or other process shall be levied on the Customer’s property or assets, or if the Customer shall make or offer to make any arrangement or composition with its creditors, or shall commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against him, or, if the Customer is a limited company, and any resolution or petition to wind up such Company’s business (other than for the purpose of reconstruction or amalgamation) shall be passed or presented, or if the receiver of such Company’s undertaking, property or assets or any part thereof shall be appointed, the Company shall have the right forthwith to suspend all further deliveries and to determine with or without notice any contract then subsisting between the Company and the Customer but without prejudice to any claim or right the Company may otherwise make or exercise.
9. The goods properly packed and secured in such a manner as to reach their destination in good condition under normal conditions of transport, shall be delivered by the Company at, or dispatched for delivery to, the place or places and in the manner specified in the order or subsequently agreed.
10. The Company will endeavor to meet delivery dates, but shall be under no liability of any kind if it fails to meet any such dates whatever the cause of failure and whether such cause is under the Company’s control or not. If so required by the Company, the delivery date, or dates shall be extended for a reasonable period. Each delivery shall constitute a separate contract between the Company and the Customer and failure of any delivery shall not vitiate the Contract as to the other deliveries but if the said extension in delivery time required by the Company shall exceed three months either party to the contract may cancel the undelivered balance of the contract by written notice to the other party without any claim on either side.
11. If for any reason the Customer is unable to accept delivery of the goods at the time when the goods are due and ready for delivery the Company may, at the request of the Customer, if storage facilities permit, agree to store the goods and safeguard them until actual delivery, and the Customer shall be liable to the Company for storage, insurance and other expenses in so doing and the Customer shall pay to the Company interest at current overdraft rate on the value of the goods so held.
12. (i) Whether goods are sold f.o.b. or c.i.f. the responsibility of the Company shall cease immediately the goods are placed on board ship and the Company shall be under no obligation to give the Customer any notice whatever
(ii) Where goods are to be delivered by rail the liability of the Company shall cease immediately the goods are delivered to the railway company its servants or agents for delivery to the Customer. (iii) Where goods are to be delivered by the Company’s own transport the Company shall deliver the goods solely at the Customer’s risk and shall not accept any liability whatever and the Customer shall pay all reasonable costs to the Company for so doing.
13. Any claim relating to goods delivered under this (or any) contract shall be notified to the Company within 5 days from the date on which the said goods are received by the Customer or his agent and the Customer shall afford the Company reasonable facilities for examining the goods before they have been disposed of, or treated, or cut, or in any way altered.
14. Any claim or claims in respect of goods delivered under this contract shall not be a ground for withholding payment of accounts and shall not give any right to set off against payment due to the Company.
15. Notwithstanding any other provisions or agreement as to payment in this contract, if in the sole opinion of the Company, the financial position of the Customer warrants such action, the Company may demand payment in cash before delivery of all or any part of the goods, and on failure of the Customer to make such payment the Company may cancel the contract without prejudice to any other right the Company may have.
16. All orders for goods by the Customer through any agent or sales representative of the Company are subject to the approval and acceptance of such order or orders by the Company and all deliveries of goods in fulfillment of any such order or orders shall be authorized only by the Company at its office, 8 Queen Street, Dublin 7, Republic of Ireland.
17. All disputes or references or questions at any time arising between the parties as to the construction of the contract or as to any matter or thing arising out of contract or in any way connected therewith shall be referred to the arbitration of a single arbitrator who shall be appointed by the President for the time being of the Incorporated Law Society of Ireland.
18. These conditions and the contract shall be subject to and construed in accordance with the laws of the Republic of Ireland. The Customer submits to the jurisdiction of the Irish Courts of Law.