SPECIAL STEELS LIMITED STANDARD TERMS AND CONDITIONS OF SALE
Special Steels Limited, Turnpike Industrial Estate, Turnpike Road, Ballymount, Co. Dublin
1.Interpretation.
1.1 In these Conditions:
1.1.1 'Buyer' means the person, firm or body which buys or has agreed to buy the Goods and/or Services.
1.1.2 ‘Buyer's Equipment’ means any equipment, systems, cabling or facilities provided by the Buyer and used directly or indirectly in the supply of the Goods or Services.
1.1.3 'Goods' means the goods which the Company is to supply to the Buyer in accordance with these conditions. Any reference to Goods should also be a reference to any instalment of part of the goods where appropriate.
1.1.4 ‘Company’, as applicable, means Special Steels Limited.
1.1.5 ‘Company’s Equipment’ means any equipment, including tools, systems, cabling or facilities, provided by the Company or its subcontractors and used directly or indirectly in the supply of the Goods or Services which are not the subject of a separate agreement between the parties under which title passes to the Buyer.
1.1.6 'Conditions' means the standard terms and conditions of sale set out in this document and (unless the context otherwise includes any special terms and conditions agreed in writing between the Buyer and the Company.
1.1.7 'Contract' means the Buyer’s purchase order and the Company's acceptance of it, or the Buyer's acceptance of a quotation for Goods or Services by the Company in accordance herewith.
1.1.8 ‘Deliverables’ means all Documents, products and materials developed by the Company or its agents, subcontractors, consultants and employees in relation to the Goods and/or Services in any form, including computer programs, data, reports and specifications and which are expressly specified as deliverable to the Buyer under the Contract.
1.1.9 ‘Document’ includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
1.1.10 ‘In-put Material’ means all Documents, information and materials provided by the Buyer relating to the Goods or Services including (without limitation), computer programs, data, reports and specifications or such other material as specified in the Contract as necessary for the performance thereof by the Company.
1.1.11 ‘Intellectual Property’ means (without limitation) present and future patents, trade marks, registered designs (including any applications for the foregoing and related rights including rights of inventions) copyrights, unregistered design rights, database rights (including rights of extraction), rights in semiconductor topographies and all rights or forms of protection offered by intellectual property law of a similar nature or having equivalent or similar effect to any of them which may subsist anywhere in the world, such as service marks, mask works, design models, and utility models.
1.1.12 ‘Services’ means the services to be provided by the Company in accordance with these conditions, together with any other services which the Company provides, or agrees to provide, to the Buyer.
1.1.13 'Writing' includes telex, cable, facsimile transmission and comparable means of communication.
1.2 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.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Basis of the Sale.
2.1 Subject to any variation agreed in writing and executed by the Buyer and the Company, the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).1 SPECIAL STEELS LIMITED STANDARD TERMS AND CONDITIONS OF SALE Special Steels Limited, Turnpike Industrial Estate, Turnpike Road, Ballymount, Co. Dublin
2.2 No terms of conditions endorsed on, delivered with or contained in the Buyer’s request for proposal, request for quote, purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Goods or Services shall have no effect unless expressly agreed in writing and signed by an employee authorised by the Company to do so.
2.4 The Company's employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Company in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and has not relied on, any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract, and the Buyer waives any claim for breach of, any such representations which are not so confirmed.
2.5 Any advice or recommendation given by the Company or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods or Services which is not confirmed in Writing by the Company is followed or acted upon entirely at the Buyer's own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
2.6 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 Company shall be subject to correction without liability on the part of the Company.
3. Orders and Specifications.
3.1 Quotations given by the Company its representatives and agents are for guidance only and do not and shall not be deemed to constitute an offer or commitment of any kind on the part of the Company to supply the Goods or Services, or any of them mentioned therein.
3.2 Any quotation is given on the basis that no Contract shall come into existence until the Company dispatches an acknowledgement of order to the Buyer. Unless expressly specified otherwise on the face of the quotation, any quotation is valid for a period of thirty (30) days only from its date.
3.3 Each order or acceptance of a quotation for Goods or Services by the Buyer from the Company shall be deemed to be an offer by the Buyer
3.4 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods or supplies the Services to the Buyer.
3.5 The Buyer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Company any information relating to the Goods or Services which the Company reasonably deems necessary, within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
3.6 If the Services are to be provided, or the Goods are to be manufactured or any process is to applied to the Goods by the Company in accordance with a specification submitted by the Buyer, the Buyer hereby indemnifies the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or agreed by the Company in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results for the Company's use of the Buyer's specification.
3.7 The Company reserves the right to make any changes in the specification of the Goods or Services which are required to conform to any applicable safety or other statutory requirements or, where the Goods or Services are to be supplied to the Company's specification, which do not materially affect their quality or performance. SPECIAL STEELS LIMITED STANDARD TERMS AND CONDITIONS OF SALE Special Steels Limited, Turnpike Industrial Estate, Turnpike Road, Ballymount, Co. Dublin
3.8 The quantity and description of the Goods or Services shall be as set out in the Company’s quotation or acknowledgement of order;
3.9 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purposes of giving an approximate idea of the Goods or Services described in them. They shall not form part of the contract and this is not a sale by sample.
4. Services
4.1 Company’s Obligations
4.1.1 The Company shall use reasonable endeavours to provide the Services, and to deliver the Deliverables to the Buyer, in accordance in all material respects with the description thereof contained in the Company’s quotation or acknowledgement of order.
4.1.2 The Company shall use reasonable endeavours to meet any performance dates specified in the Contract, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
4.1.3 The Company shall use reasonable endeavours to observe all health and safety rules and regulations, and any other reasonable security requirements that apply at the Buyer's premises and that have been communicated to it under condition
4.2.1(e), provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.
4.2 Buyer’s Obligations
4.2.1 The Buyer shall: (a) co-operate with the Company in all matters relating to the Services; (b) provide the Company, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to the Buyer's premises, office accommodation, data and other facilities as reasonably required by the Company for the performance of the Services; (c) provide to the Company, in a timely manner, such In-put Material and other information as the Company may reasonably require and ensure that it is accurate in all material respects; (d) be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from its premises in accordance with all applicable laws, before and during the supply of the Services at those premises, and informing the Company of all of the Buyer's obligations and actions under this condition (d)
4.2.1(d); (e) inform the Company of all health and safety rules and regulations and any other reasonable security requirements that apply at the Buyer's premises; (f) ensure that all Buyer's Equipment is in good working order and suitable for the purposes for which it is used [in relation to the Services and conforms to all relevant standards or requirements; (g) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the installation of the Company's Equipment at the Buyer’s premises, the use of In-put Material and the use of the Buyer's Equipment in relation to the Company's Equipment insofar as such licences, consents and legislation relate to the Buyer's business, premises, staff and equipment, in all cases before the date on which the Services are to start; (h) keep, maintain and, where applicable, insure the Company's Equipment which remains on the Buyer’s premises in good condition OR in accordance with the Company's instructions as notified in writing from time to time, and shall not dispose of or use the Company's Equipment other than in accordance with the company's written instructions or authorisation; and
4.2.2 If the Company's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Buyer, its agents, subcontractors, SPECIAL STEELS LIMITED STANDARD TERMS AND CONDITIONS OF SALE Special Steels Limited, Turnpike Industrial Estate, Turnpike Road, Ballymount, Co. Dublin consultants or employees, the Company shall not be liable for any costs, charges or losses sustained or incurred by the Buyer arising directly or indirectly from such prevention or delay.
4.2.3 The Buyer shall be liable to pay to the Company, on demand, all reasonable costs, charges or losses sustained or incurred by the Company (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Buyer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Company confirming such costs, charges and losses to the Buyer in writing.
5. Price
5.1 Unless otherwise agreed in writing or stated on our quotation or acknowledgement of order the price payable by you for each delivery of Goods shall be our ex-works list price ruling at date of dispatch.
5.2 Until an Order has become binding on us all prices are subject to change without notice.
5.3 Your order shall not be binding on us until we have sent you a written acceptance of your order.
5.4 Unless otherwise Unless otherwise specified prices quoted are exclusive of Value Added Tax and other taxes/levies and are subject to the addition of such taxes in accordance with current government regulations. After an order has become binding on us, all prices will have VAT added at appropriate rate and are subject to increase to reflect any increases in costs to us (including without limitation costs of materials, labour, transport and services, and fluctuations in currency exchange rates and any tax, duty, fee or charge imposed by any government or other authority) prior to delivery, any change in delivery dates, quantities or specifications for the Goods which you request or any delay caused by your instructions or your failure to give us adequate or correct information or instructions.
5.5 Again unless otherwise agreed in writing or stated on our quotation or acknowledgement of order, packaging, delivery and transport charges and insurance are not included in the price and will be charged extra at our then current rates for same.
5.6 Unless the offer was made on the basis of price or exchange rate pertaining on date of delivery, prices remain subject to alteration by us until 30 days before the agreed date of delivery. In case we raise a price, you shall be entitled to withdraw from the unfulfilled part of a contract by written notice within 7 days. The option to withdraw from the contract shall not apply where a price increase is due to higher transport charges or it was agreed that goods be invoiced at price or exchange rate pertaining on date of delivery. Incidental expenses such as bank charges incurred in remittance and charges for release of shipping documents are for Buyers account. The invoice weight shall be the weight at time of despatch by us.
6. Payment
6.1 Unless otherwise agreed in writing or stated on our quotation or acknowledgement of order, the net invoice amount shall become due for payment by you at the end of the month following the month in which the invoice is dated or (if earlier) upon the occurrence of any circumstances where-under, pursuant to the Contract or these Conditions, payment falls immediately due. The time of payment shall be of the essence of the Contract.
6.2 We reserve the right at any time before proceeding or proceeding further with an order to demand full or partial payment of monies due and payable under the Contract and under any other contract between us and you.
6.3 If you default in any payment we may in addition to exercising the right contained in Condition 7(b) above suspend work, delay or withhold delivery or cancel the Contract or suspend work, delay or withhold delivery SPECIAL STEELS LIMITED STANDARD TERMS AND CONDITIONS OF SALE Special Steels Limited, Turnpike Industrial Estate, Turnpike Road, Ballymount, Co. Dublin under or cancel any other contract between us and you and retain any progress payments or payments on account already received under the Contract or under any other contract between us and you.
6.4 Interest to be charged and paid by you on any sum or sums of money due after the Due Date, interest at an annual rate of 8% (eight per cent) above the current base rate charged from time to time by Allied Irish Banks plc (AIB) to its personal borrowers both before and after any court order (if any). Notwithstanding that there may be a dispute between us and you such interest shall be payable at the rate aforesaid on all monies eventually found to be due by you to us and such interest shall be payable from the Due Date. Such interest is payable on all overdue monies charged on a compound basis.
6.5 We shall have a lien on all undelivered goods which you agree to purchase from us for all monies due to us from you under any contract between us and you and you shall have no right of set-off in respect of such monies.
6.6 All All rights and remedies afforded to us in these Conditions for non-payment shall be in addition and without prejudice to all other rights and remedies available to us under the Contract or at law.
6.7 If If credit facilities have been previously agreed between us and you, then we reserve the right to withdraw these at any time and without prior notice.
6.8 You may not offset or withhold payment on the grounds of a counterclaim except if such counterclaim has been acknowledged and accepted by us or confirmed by final court decision. Should you be in arrears with payment or should there be reasonable doubts as to your solvency or credit rating, we - without prejudice to our remaining rights, including the charging of interest on overdue amounts - shall be entitled to require payment in advance for deliveries not yet effected, and to require immediate payment of all claims of yours arising from mutual business relations.
7. Delivery
7.1 Time of delivery is not of the essence of the Contract and any time or date specified by us as the time at which or the date on which the Goods will be delivered is given and intended as an estimate only and we shall not be liable for any loss, damage or expense howsoever arising from delay in delivery. We shall be relieved from our obligation to supply for as long as you are in arrears with a due payment.
7.2 We reserve the right to make delivery by instalments, unless otherwise expressly agreed in writing. The period during which delivery by instalments may be made and the quantity of Goods delivered in each instalment shall be in our discretion.
7.3 Where Goods are delivered in instalments, each delivery shall constitute a separate contract (in which these Conditions apply (mutatis mutandis)) and our failure to deliver any one or more of the instalments or any claim by you in respect of any one or more instalments shall not entitle you to treat the Contract as repudiated.
7.4 Delivery will be made in packaging reasonably suitable for the type of product at our discretion. Subject thereto delivery of more or less than the quantity or weight of the Goods due for delivery or the inclusion therewith of goods of a different description not included in the Contract shall not entitle you to reject the Goods delivered, and where we deliver more or less than the quantity or weight ordered we may charge pro rata for the quantity or weight supplied and you shall treat such delivery as full performance by us of our duty to deliver. Our certificate shall be accepted as conclusive proof of quantity or weight of Goods delivered. You shall have the right to check quantity/weight at our point of loading/weighbridge.
7.5 Notwithstanding any express agreement as to the date of delivery we shall be entitled to postpone or cancel delivery in whole or in part when we are delayed in or prevented from making or obtaining any Goods or materials or parts or components or services therefor or making delivery of Goods by employment disputes, Commented [AB1]: Client to verify if this reflects requirement of company SPECIAL STEELS LIMITED STANDARD TERMS AND CONDITIONS OF SALE Special Steels Limited, Turnpike Industrial Estate, Turnpike Road, Ballymount, Co. Dublin such as strikes, lockouts, grade disputes or any cause beyond our reasonable control including, but without limitation, act of God, your actions or those of Your agents, embargo or other governmental act or request, fire, accident, war, riot, delay in transportation or inability to obtain adequate labour or manufacturing facilities. During any of the foregoing events our obligations shall be suspended until such events cease or until we cancel delivery (as the case may be) and we shall not be required to obtain elsewhere in the market goods with which to replace or permit us to produce Goods delivery of which has been postponed or cancelled as a result of any of the said events. In the event of cancellation, we shall be paid pro rata for Goods delivered or work done to the date of cancellation.
7.6 If you fail to take delivery of Goods or fail to give us adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond Our reasonable control or by reason of our faults) then, without prejudice to any other right or remedy available to us (including our right to payment) We may:- (i) store the Goods until actual delivery and charge you for the reasonable costs (including insurance) of storage, and (ii) sell the goods, after notification of said Sale has been forwarded to you, at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the price under the Contract or charge you for any shortfall below the price under the Contract and you shall indemnify us immediately in full against all losses, damages, charges and expenses incurred by Us as a result of your said failure to take delivery or give adequate delivery instructions to the extent that Our said losses, damages, charges and expenses are not covered by any payments made or monies obtained under (i) or (ii) above.
7.7 You shall be solely responsible for the proper unloading of the Goods. If, to assist you remove the Goods from point of delivery, we or our sub-contractor do any loading or unloading of goods free of charge, no liability whatsoever shall thereby be incurred by us or our subcontractor and you shall indemnify us in respect thereof. 7.8 Save unless otherwise agreed in writing the packaging in which Goods are delivered to you shall be returned at your expense to us or as we direct. Where the Goods are handed to a carrier for carriage to you or the Ireland port for export, any such carrier shall be deemed to be an agent of us and not of the Buyer for the purpose of sections 44, 45 and 46 of the Sale of Goods and Supply of Services Acts 1893 to 1980.
8. Risk
8.1.1 Risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company’s negligence);
8.1.2 The Goods shall be deemed to have been delivered; and
8.1.3 The Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (included, without limitation, storage and insurance).
8.2 The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
8.3 Each instalment shall be a separate Contract and no cancellation or termination of any one contract relating to an instalment shall entitle the buyer to repudiate or cancel any other contract or instalment.
8.4 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect and consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence) nor shall any delay entitle the Buyer to terminate or Commented [AB2]: Is this relevant to your company / please confirm ? SPECIAL STEELS LIMITED STANDARD TERMS AND CONDITIONS OF SALE Special Steels Limited, Turnpike Industrial Estate, Turnpike Road, Ballymount, Co. Dublin rescind the Contract unless such delay exceeds one hundred and eighty (180) days.
9. Non-Delivery
9.1 The quantity of any consignment of Goods as recorded by the Company on dispatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
9.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless the Buyer gives written notice to the Company of the non-delivery within five(5) days from the date when the Goods would in the ordinary course of events have been received.
9.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
10. Risk and Property.
10.1 The Goods shall be at the risk of the buyer from the time delivery has taken place.
10.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions, ownership of, and the title in, the Goods shall not pass to the Buyer until the Company has received (in cash or cleared funds) payment in full in respect of:
10.2.1 the full price of the Goods together with any interest if applicable payable in respect thereof; and,
10.2.2 all other sums which are or which become due to the Company from the Buyer on any account.
10.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall:
10.3.1 hold the Goods as the Company's fiduciary agent and bailee, and
10.3.2 store the Goods (at no cost to the Company) separate from all other goods of the Buyer or of any other third parties in such a way that they remain readily identifiable as the Company’s property;
10.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and,
10.3.4 maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.
10.3.5 Until that time the Buyer shall, on its own behalf and dealing as principle, be entitled to resell for full market value or use the Goods in the ordinary course of its business but shall: (a) account to the Company for the proceeds of sale or otherwise of the Goods, whether tangible or intangible including insurance proceeds; and, (b) keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured. 10.4 The Buyer’s right to possession of the Goods shall terminate immediately if;
10.4.1 The Buyer (being an individual) has a bankruptcy order made against it or makes an arrangement or composition with its creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purposes only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver, or examiner appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator or examiner of the Buyer or notice of intention to appoint an administrator or examiner is given by the Buyer or its directors or by a qualifying floating charge holder, or a resolution is passed or a petition presented to any court for the winding-up of the Buyer of for the granting of an administration order in respect of the SPECIAL STEELS LIMITED STANDARD TERMS AND CONDITIONS OF SALE Special Steels Limited, Turnpike Industrial Estate, Turnpike Road, Ballymount, Co. Dublin Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
10.4.2 The Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 214 of the Companies Act, 1963 or the Buyer ceases to trade; or
10.4.3 The Buyer encumbers or in any way charges any of the Goods.
10.5 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
10.6 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 Company may at any time require the Buyer to deliver up the Goods to the Company, and if the Buyer fails to do so forthwith enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
10.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
10.8 Where the Company is unable to determine whether any Goods are the Goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
10.9 On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this condition 10 shall remain in effect.
11. Sub-Contracting
11.1 The Company may in its sole discretion delegate any of its duties in the provision of the Goods or Services.
12. Force Majeure.
12.1 Notwithstanding any agreement to the contrary the Company reserves the right to defer the date of delivery or commencement of the Services, or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Company including, without limitation, acts of God, fire, accidents, war, riot, civil commotion, government order, regulation or direction, shortages of labour, equipment or material, strikes, lock-outs 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 one hundred and eighty (180) days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
13. Insolvency of Buyer. This Condition applies if: you make any voluntary arrangement with your creditors or (being an individual or firm) become bankrupt or (being a company) become subject to an administration order or go into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or an encumbrancer takes possession, or a receiver is appointed, of any of your property or assets; or you cease, or threaten to cease, to carry on business; or we reasonably apprehend that any of the events mentioned above is about to occur in relation to you and notify you accordingly.
13.1.1 If this Condition applies then, without prejudice to any other right or remedy available to us we shall be entitled to suspend work, delay or withhold delivery under or cancel the Contract without any liability to you, 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.8 SPECIAL STEELS LIMITED STANDARD TERMS AND CONDITIONS OF SALE Special Steels Limited, Turnpike Industrial Estate, Turnpike Road, Ballymount, Co. Dublin
14. Notice.
14.1 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.
15. Waiver.
15.1 No waiver by the Company 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 proviso.
16. Severability.
16.1 If any provision of these Conditions is held by any 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 effected thereby.
17. Warranty
17.1 The Company warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship during the period specified in, and subject to, the terms and conditions, of the warranty provided with the Goods on delivery.
18. Confidential Information
18.1 The Buyer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Buyer by the Company, its employees, agents, consultants or subcontractors and any other confidential information concerning the Company's business or its products which the Buyer may obtain.
18.2 The Buyer may disclose such information:
18.2.1 to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the Buyer's obligations under the Contract; and
18.2.2 as may be required by law, court order or any governmental or regulatory authority.
18.3 The Buyer shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this condition 18.
18.4 The Buyer shall not use any such information for any purpose other than to perform its obligations under the Contract.
19. Liability/Indemnification.
THE BUYER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
19.1 This condition 19 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Buyer in respect of:
19.1.1 any breach of the Contract;
19.1.2 any use made by the Buyer of the Goods or Services or any part of them; and
19.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
19.2 Except to the extent expressly permitted herein, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
19.3 Nothing in these Conditions limits or excludes the liability of the Company:
19.3.1 for death or personal injury resulting from negligence; or for any damage or liability incurred by the Buyer as a result of fraud or fraudulent misrepresentation by the Company; or for any liability incurred by the Buyer as a result of any breach by the Company of a condition as to title or the warranty as to quiet possession implied statute.
19.4 Subject to condition 19.2 and condition 19.3
19.4.1 the Company shall not be liable for: (a) loss of profits; or (b) loss of business; or (c) depletion of goodwill and/or similar losses; or SPECIAL STEELS LIMITED STANDARD TERMS AND CONDITIONS OF SALE Special Steels Limited, Turnpike Industrial Estate, Turnpike Road, Ballymount, Co. Dublin Page 10 of 11 (d) loss of anticipated savings; or (e) loss of goods; or (f) loss of contract; or (g) loss of use; or (h) loss of corruption of data or information; or (i) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
19.4.2 The Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the price paid for the Goods and/or Services.
20. Intellectual Property Rights
20.1 Ownership. Except for the specific licenses granted in this Agreement, the Company shall retain all right, title and interest in and to its Intellectual Property including that which is supplied or provided by Company to Buyer hereunder. Any third party Intellectual Property licensed to Company for integration and sale with the Goods shall remain the property of such third party suppliers including that which is supplied or provided by Company to Buyer hereunder. Company hereby grants to Buyer a non-exclusive, non-transferrable, license to use the Goods. When Buyer has notified Company in writing prior to purchase that the Goods are intended to be resold by Buyer to a third party end user, Company hereby grants to Buyer a nonexclusive, non-transferrable, license to and market and resell the Goods to customers.
20.2 If the Goods are to be resold by Buyer to third party customers (such resale being subject to prior notice to Company and provision of certain customer information for licensing and warranty purposes), Buyer shall provide to such customers a copy of any end user license agreements, user manuals and warranty documents provided by Company with the Goods on delivery and shall notify Company promptly of any breach or suspected breach of any such end user license agreements. Buyer shall assist Company in efforts to preserve Company’s Intellectual Property Rights including pursuing an action against any breaching parties.
20.3 Except for the limited license to resell and use the Goods and their associated documentation, Buyer is granted no right, title or interest in any Company Intellectual Property.
21. No Partnership or Agency
21.1 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
22. Rights of Third Parties
22.1 Except as expressly provided otherwise herein, a person who is not a party to the Contract shall not have any rights under or in connection with it.
23. Import Licences
23.1 The Buyer is responsible for obtaining, at its own costs, such import licences and other consents in relation to the Goods or Services as are required from time to time and, if required by the Company, the Buyer shall make those licences and consents available to the Company prior to the relevant shipment.
24. Assignment
24.1 The Company may assign the contract or any part of it to any person, firm or company.
24.2 The Buyer shall not be entitled to assign the contract or any part of it without the prior written consent of the Company.
25. FAIR COLLECTION NOTICE - DATA PROTECTION ACTS 1988-2003 ( as amended by section 7 of the Data Protection Act 2018) & the Data Protection Act 2018 (Incorporating the GDPR regulation 2018). We shall comply with the provisions of the
Data Protection Acts as referred to above in clause 20 any of which may be amended from time to time and all other applicable data protection legislation Commented [AB3]: Will you require this clause as to IP rights of Special Steel? Are there legitimate trademarks, patents, licences to protect and if so, this should be retained. Commented [AB4]: Is this applicable to Company? SPECIAL STEELS LIMITED STANDARD TERMS AND CONDITIONS OF SALE Special Steels Limited, Turnpike