Terms & conditions Kilkenny Limestone
Special sales conditions Kilkenny Limestone Quarries LTD
1.1 ‘Buyer’ means the person, business or company who aggress to buy the Goods from the Seller.
1.2 ‘Collection Date’ means the time and date specified in writing or per e-mail by the Seller when the goods are available for inspection and collection from the Seller’s premises.
1.3 ‘Conditions’ means these terms and conditions, being the entire agreement between the Buyer and Seller in relation to the purchase of Goods.
1.4 ‘Goods’ means the articles which the Buyer agrees to buy from the Seller.
1.5 ‘Price’ means the price for the Goods excluding tariffs, carriage, packing, insurance, VAT and any other costs or charges.
1.6 ‘Purchase Order’ means a purchase order in respect of Goods, completed by the Buyer and submitted to the Seller.
1.7 ‘Seller’ means Kilkenny Limestone Quarries of Paulstown, Co. Kilkenny.
2. CONDITIONS APPLICABLE
2.1 The Conditions shall apply to all Purchase Orders to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document.
2.2 Each Purchase Order shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions, which the Seller shall be free to accept or decline in its discretion.
2.3 Delivery of the Goods in accordance with Clause 6.1 shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) by the Seller shall be notified to the Buyer in writing.
3. THE PRICE AND PAYMENT
3.1 The Price of the Goods shall be the price stipulated in the Seller’s published price list current at the Collection Date. VAT shall be due (in addition to the Price) at the rate applicable on the date of the VAT invoice. For the avoidance of doubt, Buyer shall be responsible for all applicable VAT.
3.2 The Seller shall be entitled to invoice the Buyer for each Purchase Order or at any time after delivery. Payment of the Price, VAT and any other applicable costs and/or charges (including, but not limited to tariffs, carriage, packing, insurance) shall be due within 30 days of date of the invoice (inclusive).
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment, plus 3% above the base lending rate from time to time of Allied Irish Bank (AIB) VAT (if applicable) and any other costs/charges referred to on the invoice or 250 EUR (whichever is the higher) may become payable a the Seller’s discretion as agreed liquidated damages, such liquidation damages being agreed by the Buyer and Seller as being a genuine preestimate of the Seller’s loss in such circumstances.
4. THE GOODS
4.1. The quantity and description of the Goods shall be substantially the same as set out in the Seller’s quotation so far as the Seller is reasonably able so to do.
4.2 The Goods shall be manufactured and subject to paragraph 4.3 and 4.4 supplied in accordance with (so far as reasonably practicable) the description contained in the Seller’s specification and processed in accordance with any applicable safety standards specifically requested to be compiled with by the Buyer and agreed to in advance by the Seller.
4.3 The Seller may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality of the Goods.
4.4 Whilst the Seller endeavours to process the Goods to the Buyer’s request the Buyer acknowledges that dimensional tolerances and the nature of the Goods dictate that any descriptions or dimensions provided by the Seller are non-binding and approximate and are provided for guidance only.
5. WARRANTIES AND LIABILITY
5.1 The Seller warrants that as the Collection Date the Goods will substantially correspond with the description given in the Seller’s quotation. Except where the Buyer is dealing as a consumer all other warranties, conditions or terms relating to fitness for purpose, satisfactory quality or condition of the Goods and whether by statue or common law or otherwise are excluded (to the fullest extent permitted by the law) and the Buyer is solely responsible for selecting Goods for any intended purpose.
5.2 The Goods shall be inspected by the Buyer on the Collection Date.
6. DELIVERY OF THE GOODS
6.1 Delivery of the Goods shall be deemed to have been made on the Collection Date (irrespective of whether the Buyer is in receipt of the Goods). The Buyer shall make all arrangements necessary to take delivery of the Goods on the Collection Date. In the event that that the Buyer does not take delivery on the Collection Date, the Buyer will use all reasonable endeavours to arrange an alternative collection as approved by the Seller [in writing] or per e-mail. For the avoidance of doubt, the Collection Date shall always be the time and date initially specified in or per mail by the Seller and shall not the alternative for collection arranged by the Buyer and approved by the Seller. Risk in the Goods passes to the Buyer on the Collection Date and Buyer shall be responsible for all applicable insurance on the Collection Date and thereafter (whether the Goods are held at Sellers pre mises or otherwise).
6.2 The Seller reserves its rights to charge the buyer for reasonable handling and storage costs incurred by it (including insurance) in the result of the failure of the Buyer to take delivery of the Goods on the Collection Date.
6.3 Unless the Buyer shall pay the Price, VAT and other sums due on the invoice by EFT or Telegraphic Transfer into an account approved in advance by the Seller and within 30 days of the date of the invoice, the Seller shall be at liberty on its own account to deal with this or otherwise dispose of the Goods.
6.4 Without prejudice to any other rights that the Seller may have, the failure of the Buyer to pay for the Goods on the due date shall entitle the Seller (at the sole option of the Seller):
6.4.1 without notice to suspend further available of the Goods pending payment by the Buyer and/or
6.4.2 to treat the contract for sale of the Goods formed between the Buyer and the Seller as repudiated by the Buyer.
7. ACCEPTANCE OF THE GOODS
7.1 The Buyer may reject any Goods that on reasonable reflection do not comply with Clause 5.1 PROVIDED THAT the Buyer gives written notice of such rejection within three
(3) days of the Collection Date inclusive.
7.2 If the Seller does not receive written notice of rejection from the Buyer in accordance with Clause 7.1. Buyer shall not be entitled to reject any Goods provided in accordance with these Conditions.
8. RISK AND PROPERTY/RETENTION OF TITLE
8.1 Risk in the Goods shall pass to the Buyer on the Collection Date.
8.2 Title in the Goods shall not pass from the Seller until:
8.2.1. the Seller has received payment of the Price and VAT in full; and
8.2.2 all other sums which are due or which become due from the Buyer for sale of the Goods or on any account.
8.3 Until such time as title in the Goods passes from the Seller to the Buyer, the Buyer shall hold the Goods on trust for the Seller, store the Goods separately and mark as the property of the Seller to ensure that the Goods remain readily identifiable as the Seller and maintain such Goods in a satisfactory condition and keep insured on the Seller’s behalf for their full price against all risks. Furthermore the Seller retains the right to require the buyer to deliver up such Goods as are in the Buyer’s possession, and if the Buyer fails to do so, the Seller may enter any premises owned, occupied or controlled by the Buyer or any third party where the Goods are situated and repossess the Goods.
9. LIMITATION OF LIABILITY
9.1 The Seller shall not be liable, in contract, tort (including negligence) or for breach of statutory duty or in any other way for economic losses (including loss of revenue, profits, contracts business or anticipated savings); or any loss of goodwill or reputation or any special or indirect or consequential losses whether or not such losses were within the contemplation of the Seller and/or Buyer at the date of these Conditions.
9.2 To the extent permitted by law, the aggregate liability of the Seller in respect of any loss or damage suffered by the Buyer and arising out of or in connection with these Conditions, whether in contract (including negligence) or for breach or statutory duty or in any other way, shall not exceed the Price paid.
10. GOVERNING LAW
These Conditions are subject to the law of the Republic of Ireland and the Buyer irrevocably submits to the non-exclusive judicial of courts of the Republic of Ireland.
11. FORCE MAJEURE
Neither party shall be liable for any default due to acts of God, war strike, lockout, industrial action, fire, flood, drought, tempest and any event beyond the reasonable control of either party.
Version September 2022