The following General Terms and Conditions of Sale and Supply form part of the contract between Flanagan Kerins and the customer. Amendments to these General Terms and Conditions of Sale and Supply may only be made in writing by Flanagan Kerins.
Offers / Conclusion of contract
Offers made by Flanagan Kerins are without obligation in respect of prices, quantities and delivery dates. The contract exists to the extent that Flanagan Kerins has confirmed in writing its acceptance of the order or accepts the order through the delivery of the goods.
Prices and terms of payment
Unless otherwise specially agreed, prices are ex-works Flanagan Kerins, Bray, as per quotation. (Delivery terms and conditions are set out in item 4) Invoices are payable immediately and without deduction. Payments are not considered to have been made until cleared funds are available in Flanagan Kerins’s bank account. Flanagan Kerins reserves the right to apply payments by the contracting party in settlement of the oldest invoice items outstanding plus default interest and costs. Payment will be applied in the order of costs, default interest, principal claim. A right of retention on the part of the contracting party is excluded. The contracting party may set off claims against Flanagan Kerins only if these claims are accepted by Flanagan Kerins or recognised by declaratory judgment.
Deliveries
Delivery is ex works Flanagan Kerins, Bray, Co. Wicklow. Unless definite fixed delivery dates or a definite period of delivery are expressly agreed in writing in individual cases, the dates or periods of delivery quoted shall be regarded as guidelines which Flanagan Kerins will endeavour to comply with. Exceeding these dates or periods shall not constitute any default on the part of Flanagan Kerins. Alternatively, in the event that delivery dates / delivery periods are expressly agreed, the delivery period shall commence upon dispatch of the order confirmation, however not before the documents, permits and approvals to be furnished by the contracting party are to hand and any agreed advance payment has been received. The delivery period shall be regarded as complied with provided that, prior to its expiry, the contracting party shall have been notified that the delivery item is ready for dispatch. The delivery period shall be appropriately extended in cases of force majeuresuch as e.g. industrial disputes, in particular strikes and lockouts, fire, flood, want of energy, raw materials or process materials, official injunctions or other impediments for which Flanagan Kerins is not responsible. This shall likewise apply in the event that such circumstances afflict subcontractors to Flanagan Kerins. Should Flanagan Kerins be in default in the performance of the service it has committed to deliver, the contractual partner’s claim for compensation shall be governed, mutatis mutandi, by section 11 of these terms and conditions. Flanagan Kerins reserves the right, should the manufacturer or supplier change the design and shape or change the scope of the delivery or vary the colour tone up to the time of delivery, to change the order provided however that such changes and variances are reasonable from the point of view of the customer, due regard having been paid to Flanagan Kerins’s interests.
Reservation of title
The goods delivered by Flanagan Kerins (reserved goods) remain its property until its full claims under the purchase agreement against the contractual partner are fulfilled.
Until ownership of the goods has passed from Flanagan Kerins to the contracting party, the contracting party will: store the goods (at no cost to Flanagan Kerins) separately from all your other goods and goods of any third party in such a way that they remain readily identifiable as Flanagan Kerins’s property; not destroy, deface or obscure any identifying mark or packaging on or relating to the goods; maintain the goods in satisfactory condition and keep them insured on Flanagan Kerins’s behalf for their full price against all risks to the reasonable satisfaction of Flanagan Kerins. On request you shall produce the policy of insurance to Flanagan Kerins; and condition and keep them insured on the Flanagan Kerins’s behalf for their full price against all risks to the reasonable satisfaction of Flanagan Kerins. On request you shall produce the policy of insurance to Flanagan Kerins and hold the proceeds of the insurance referred to in on trust for Flanagan Kerins and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
The parties financial condition
Should it become apparent for Flanagan Kerins after the conclusion of the contract that the entire performance of the contractual obligations of contracting party are at risk due to the lack of capacity, Flanagan Kerins shall be authorized to refuse any previous performance of its contractual obligations, unless and until such time contracting party provides any and all consideration owed under the contract or gives security in the form of a deposit of the respective money amount for the benefit of Flanagan Kerins. Flanagan Kerins is entitled to terminate its contractual obligations to contracting party without any further liability, as far as the contracting party does not comply with the order to perform the consideration or to achieve the security contemporaneous performance for the performance during a reasonable period of time determined by Flanagan Kerins. Flanagan Kerins is entitled to withdraw from the contract without setting a final deadline or to terminate the contract without notice in the event the contracting party shall become insolvent or over indebted or insolvency proceedings are initiated. In case of withdrawal from the contract or termination, contracting party shall remain obligated to compensate Flanagan Kerins for any and all resulting damages associated with non performance and termination hereunder.
Assignment of debts
The contracting party is not entitled to assign his debts or to have them collected by a third party without Flanagan Kerins’s prior written consent, which may not, however, be unreasonably withheld. Should the contracting party assign his debts to a third party without Flanagan Kerins’s consent, the assignment is nonetheless valid. Flanagan Kerins may, however, make payment to the contracting party or the third party at their discretion with the effect of discharging the debt.
Notice of defects
Should the contractual partner discover a defect in the goods supplied then the claim in respect of defective goods shall be reported to Flanagan Kerins in writing immediately after the delivery has been received by the contractual partner and in the case of obvious defects at the latest within seven (7) working days, together with necessary documents. In the case of concealed defects, written notice must be given immediately upon detection, however no later than four months following receipt of delivery by the contracting party. The onus shall be upon the contracting party to prove the existence of a concealed defect. Should defects not be notified in accordance with the above requirements, no claims may be made under the terms of the guarantee. Goods, which are the subject of complaint, may be returned to Flanagan Kerins only when express approval is given in writing by Flanagan Kerins.
Warranty
In the event of defects Flanagan Kerins will at its discretion either carry out rectification or supply a replacement. Claims by the contracting party to compensation for expenses incurred in conjunction with the subsequent performance, in particular transport, travel, labour and material costs are excluded where such expenditure is increased because the defective delivery item has been transferred to a location other the contracting party’s premises which does not accord with its evident purpose. Guarantee claims are likewise excluded if defects are attributable to the contracting party in consequence of a breach of operating, maintenance or installation instructions, unsuitable or improper use, incorrect or negligent treatment, overuse, natural wear and tear, or incorrect repair. Provided that the defects were not maliciously concealed, the claim for warranty expires one year from the date of delivery to the contractual partner.
Extent of warranty
Flanagan Kerins’s warranty extends to all parts of the product supplied, as well as any modifications of the fittings and to all specially designed product components for a period of one (1) year from date of delivery and acceptance. Reasonable wear and tear should be allowed for by the customer.
Liability
Flanagan Kerins shall not be liable for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with this agreement.
Nature and quality
The nature and quality of the goods supplied shall be exclusively as specified in the product descriptions and specifications issued by Flanagan Kerins and not in accordance with any public statements, any type of praising or advertising statements. Public statements, recommendations, and advertisements shall not be applicable. Advice both verbal and written is given by Flanagan Kerins to the best of its knowledge and belief. Such advice must however be regarded as noncommittal and in no way exempts the contracting party from the need to independently verify that the goods supplied are suitable for the intended processes and purposes.
Applicable law & Jurisdiction
These General Terms and Conditions of Sale and Supply will be subject to laws of Ireland and the Irish courts will have jurisdiction in respect of any dispute arising from the contract.
Severability
Should any individual provisions among these General Terms and Conditions of Sale and Supply be or become invalid, the validity of the remaining provisions hereof shall in no way be affected.