GENERAL:

   a) In these conditions ‘Buyer’ means the person whose order for the Goods is accepted by KILLECANNAGAN LTD, ‘Goods’ means the goods (including any installments of the goods or any part of them) KILLECANNAGAN LTD is to supply in accordance with the Conditions, ‘KILLECANNAGAN LTD’ means “KILLECANNAGAN LTD” (registered in NORTHERN IRELAND under no. NI685048). ‘Conditions’ means the standard terms and conditions of sale as set out in this document and (unless the contract otherwise requires) includes any special term or conditions agreed in writing between the Buyer and KILLECANNAGAN LTD, ‘Contract’ means a contract for the purchase and sale of the Goods, ‘Writing’ includes telex, cable, facsimile transmission, e-mail and comparable means of communication.
  b) These Conditions with such special conditions as may be specified on the face of KILLECANNAGAN LTD's order acknowledgement are the only conditions upon KILLECANNAGAN LTD is prepared to deal with the Buyer and they solely govern any contract arising out of KILLECANNAGAN LTD's quotation and order acknowledgement to the exclusion of any other expressed or implied conditions.

 

FORMATION OF CONTRACT:

   a) No contract shall be formed until the Buyer’s order has been accepted in Writing by KILLECANNAGAN LTD  through order acknowledgement. Any quotation in whatever form given to the Buyer is given subject to these Conditions and does not constitute an offer to sell.
  b) No variation to these Conditions shall be binding unless agreed in Writing between the authorized representatives of the Buyer and KILLECANNAGAN LTD.
  c) Any representations, advice or recommendation made or given by KILLECANNAGAN LTD or its employees or agents to the Buyer or its employees or agents concerning the Goods or as to the storage, application or use of the Goods which is not confirmed in writing by KILLECANNAGAN LTD if followed or acted upon entirely at the Buyer’s own risk, and accordingly KILLECANNAGAN LTD shall not be liable for any such advice or recommendation which is not so confirmed.
  d) 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 KILLECANNAGAN LTD shall be subject to correction without any liability on the part of KILLECANNAGAN LTD.

 

ORDERS AND SPECIFICATIONS:

   a) The Buyer shall be responsible KILLECANNAGAN LTD for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving KILLECANNAGAN LTD any necessary information relating to the goods within a sufficient time to enable KILLECANNAGAN LTD to perform the Contract in accordance with its terms.
  b) The quantity, quality and description of and any specification for the Goods shall be those set out in KILLECANNAGAN LTD's quotation or KILLECANNAGAN LTD's acknowledgement of the Buyer’s order.
  c) If the Goods are to be manufactured or any process is to be applied to the goods by KILLECANNAGAN LTD in accordance with a specification submitted by the Buyer, the Buyer shall indemnify KILLECANNAGAN LTD against all loss, damages, costs and expenses awarded against or incurred by KILLECANNAGAN LTD in connection with or paid or agreed to be paid by KILLECANNAGAN LTD 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 from KILLECANNAGAN LTD's use of the Buyer’s specification.

 

PRICE:

  a) All prices are quoted exclusive of Value Added Tax and are subject to the addition of Value Added Tax at the appropriate rate where applicable.
  b) The price of the Goods shall be KILLECANNAGAN LTD's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in KILLECANNAGAN LTD's published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by KILLECANNAGAN LTD without giving notice to the Buyer.
  c) KILLECANNAGAN LTD 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 KILLECANNAGAN LTD which is due to any factor beyond the control of KILLECANNAGAN LTD (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labor, 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 KILLECANNAGAN LTD adequate information or instructions.

PAYMENT:

   a) Supply of Goods Only or services: For non Credit Account Buyers payment will be made by direct bank transfer, against pro-forma invoice. Goods will only be released from stock upon clearance of payment. For Credit Account Buyers, unless otherwise agreed in writing, payment will be made by the Buyer for each consignment of Goods not later then the last day of the month following the month in which the Goods are delivered or collected.
  b) All payments will be made by the Buyer to KILLECANNAGAN LTD in full without any deduction, discount or set off unless otherwise agreed in writing by KILLECANNAGAN LTD.
  c) If any payment is not made by the Buyer by the due date, KILLECANNAGAN LTD shall be entitled:
  i) to charge interest on the outstanding amount at the rate of 4 per cent above KILLECANNAGAN LTD's  Bank’s Base Rate accruing daily;

(ii) to require payment in advance of delivery of undelivered Goods;

(iii) to suspend further deliveries whether under the Contract or otherwise and without incurring any liability whatever to the Buyer for delay or non performance;

(iv) to terminate the Contract.

DELIVERY AND STORAGE:

   a) Delivery of each consignment of Goods shall be made to the place and in the manner designated by the Buyer when placing the order.
  b) If Goods are to be collected, the Buyer will arrange for the same to be collected within fourteen days of KILLECANNAGAN LTD giving notice to the Buyer that the Goods are ready for collection. The Buyer will give  KILLECANNAGAN LTD at least two clear working days notice of the time and manner of proposed collection.
  c) Unless otherwise expressly agreed in Writing any delivery or completion times indicated by KILLECANNAGAN LTD in its quotation are business estimates only and KILLECANNAGAN LTD  will not be liable to the Buyer for any loss or damage sustained by the Buyer as a result of KILLECANNAGAN LTD failure to comply with such delivery or completion times.
  d) If for any reason beyond KILLECANNAGAN LTD's control the Buyer is unable to accept delivery at the specified date KILLECANNAGAN LTD shall be entitled to submit a claim for payment as if delivery had taken place. KILLECANNAGAN LTD will also be entitled to be paid the amount of any additional loss and expense arising from the delay. KILLECANNAGAN LTD will store Goods at the Buyer’s expense pending acceptance of the Goods by the Buyer.
  e) The Buyer shall be responsible for providing labor and equipment at the delivery point for the unloading of vehicles. KILLECANNAGAN LTD will not be liable for shortages or for Goods damaged during transit unless written notice is given by the Buyer to both KILLECANNAGAN LTD and the Carriers within three days of receipt of the Goods and unless a reasonable opportunity is given to inspect the Goods and unless a claim is made by the Buyer in writing within seven days after the termination of the transit.
  f) KILLECANNAGAN LTD shall be entitled to delay, suspend or cancel deliveries if the Buyer becomes bankrupt or makes any agreement or composition with his Creditors or goes into liquidation (otherwise than voluntarily for reconstruction or amalgamation purposes) or if a receiver is appointed. These rights may also be exercised by KILLECANNAGAN LTD (at its absolute discretion) KILLECANNAGAN LTD doubts the credit worthiness of the Buyer.

RISK AND PROPERTY:

   a) In the event that the goods are to be delivered by KILLECANNAGAN LTD to a place nominated by the Buyer, the risk therein shall pass to the Buyer when the Goods are tendered for delivery at that place.
  b) In the event that the Goods are to be collected by the Buyer from KILLECANNAGAN LTD's premises, the risk therein shall pass to the Buyer when they are loaded onto the Buyer’s vehicle or onto the vehicle of the Buyer’s carrier or other agent or at such time as they are available for loading onto that vehicle and would have been loaded onto it had the Buyer duly collected them.
  c) The Buyer shall be solely responsible for ensuring that the Goods are adequately stored in dry accommodation under cover and in accordance with KILLECANNAGAN LTD's  recommendations after the risk therein has passed to the Buyer, and KILLECANNAGAN LTD shall not be responsible for any loss or damage or deterioration of the Goods from whatever cause arising.
  d) Until all sums due under this contract and for all other Goods agreed to be sold for which payment is then due have been received in cleared funds by KILLECANNAGAN LTD the Goods shall remain the property of KILLECANNAGAN LTD who shall be entitled to re possess all or any of the Goods if at any time the Buyer has defaulted in any payment or if in the reasonable opinion of KILLECANNAGAN LTD the credit standing of the Buyer has been impaired, and KILLECANNAGAN LTD may enter onto any land of the Buyer for the purpose of so repossessing the goods.
  e) Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as KILLECANNAGAN LTD'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 KILLECANNAGAN LTD's property, but shall be entitled to resell or use the goods in the ordinary course of business.

FORCE MAJEURE:

   a) KILLECANNAGAN LTD shall not be liable for any loss or damage caused by delay in the performance or non performance of any of its obligations hereunder where the same is occasioned by any cause whatsoever beyond KILLECANNAGAN LTD's reasonable control including, but not limited to: any act of God; war; civil disturbance; requisitioning; governmental or parliamentary restrictions; strike, lockout or trade disputes (whether involving KILLECANNAGAN LTD's employees or those of any other person); difficulties in obtaining labour or materials; breakdown of machinery; fire; or accident. Should any such event occur KILLECANNAGAN LTD  may cancel or suspend this Contract without incurring any liability for any loss or damage thereby occasioned.

DELAY OCCASIONED BY THE BUYER:

   a) The Buyer shall promptly furnish all designs, templates, information and instructions necessary for KILLECANNAGAN LTD to be able to undertake the work in performance of the Contract.
  b) The Buyer will be liable to KILLECANNAGAN LTD for all extra cost, loss and damage suffered by KILLECANNAGAN LTD in the event of any suspension or disruption of work resulting in whole or in part from any instructions, lack of instructions, interruptions, overtime, unusual hours of work, or delays on the part of the Buyer.

 

CANCELLATION:

   a) No order which has been accepted by KILLECANNAGAN LTD may be cancelled by the Buyer except with the agreement in Writing of KILLECANNAGAN LTD and on terms that the Buyer shall indemnify KILLECANNAGAN LTD in full against all loss (including loss of profit), costs (including the cost of all labor and materials used), damages, charges and expenses incurred by KILLECANNAGAN LTD  as a result of cancellations.

WAIVER:

   a) No waiver by KILLECANNAGAN LTD 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 provision.