BRIGGS EQUIPMENT TERMS & CONDITIONS OF SALE
The following words shall mean
"Buyer" The person who enters into a Contract with the Seller of the Goods
"Seller" Briggs Equipment Ireland Limited or any company or supplier nominated by it
"Contract" A Contract between the Buyer and the Seller for the Goods
"Goods" Goods supplied by the Seller under the Contract
"Price" The applicable price of the Goods
2) Application of the Conditions
2.1 These Conditions shall apply to all Goods supplied by the Seller to the Buyer.
2.2 In the event of any conflict between the Buyer's order or the Buyer's general conditions of purchase and these Conditions, these Conditions shall prevail.
2.3 The Seller reserves the right at any time to modify the Goods or substitute them with goods of equivalent quality without notice to the Buyer.
3.1 The Price shall be as stated in the Contract. The Price shall be exclusive of delivery and transport charges. The Price shall be the Price in force as of the date of dispatch.
3.2 All prices and the Price are quoted net of VAT and other applicable taxes, which shall be charged at the rate applicable at the date of the Seller's invoice.
4.1 Payment shall be net cash payable on delivery.
4.2 In the event of failure to pay in accordance with 4.1. Interest shall be charged on the Price until the date of receipt of payment at the rate of 10% per annum.
4.3 In the event that the Buyer fails to pay in accordance with 4.1, the Seller shall be entitled in its absolute discretion to suspend delivery of further Goods.
4.4 The Buyer shall not be entitled to any credit, relief, set-off or allowance against the Price or payment obligations of the Buyer to the Seller unless the Seller shall have first furnished to the Buyer a written credit note.
5) Risk and Reservation of Title
5.1 Risk in the Goods shall pass to the Buyer on dispatch of the Goods to the Buyer.
5.2 The Goods shall remain the property of the Seller and ownership of the Goods shall not pass to the Buyer unless or until the Goods have been paid for in full.
5.3 Negotiable instruments are only accepted on the condition that they do not constitute payment until receipt of value.
5.4 Until such time as the ownership of the Goods passes to the Buyer, the Buyer shall:-
(i) store the Goods securely and safely in such a manner which makes the Goods readily identifiable as the Goods of the Seller and,
(ii) be liable to the Seller for all damage howsoever caused to the Goods and
(iii) insure the Goods to their full invoice value against loss or damage from whatever cause and if requested by the Seller have the Seller's interest noted on the appropriate Insurance Policy.
5.5 The Seller may recover unpaid Goods at any time.
5.6 The Buyer's right to possession of the Goods shall immediately cease if the Buyer commits an act of bankruptcy, becomes insolvent, does anything or fails to do anything which would entitle a receiver to take possession of any assets or which would enable any person to present a petition for winding up of the Buyer or any person to levy execution against any assets of the Buyer.
5.7 Subject to the terms of this Clause the Buyer is licensed by the Seller to agree to resell or use the unpaid Goods subject to the express condition that the Seller shall be entitled to trace the proceeds of sale into the Buyer's bank accounts or trace against any asset, trade-in vehicle or moneys worth taken in full or part exchange for the Goods.
5.8 At the request of the Seller and in the event of nonpayment or late payment the Buyer shall assign to the Seller all rights relating to payment which the Buyer may have against any third party.
6.1 The Goods will be delivered when the Goods are placed at the Buyer's disposal or at or adjacent to the Buyer’s premises.
6.2 The Buyer shall be deemed to have fully inspected the Goods upon delivery. No claims relating to Goods lost or damaged in transit or defective Goods will be accepted by the Seller unless such claim has been notified in writing to the Seller and to the Carrier within one day from the date of delivery.
6.3 The Buyer shall be obliged to accept any partial or incomplete delivery of the Goods.
6.4. If delivery of the Goods is delayed or postponed through the neglect or default of the Buyer, the Seller shall be entitled to charge the Buyer for any loss resulting from same.
7) Return of Goods/Rejection
7.1 Where the Goods have been correctly supplied to the Buyer (notwithstanding) any partial or incomplete delivery and are in accordance with the description of the Goods the Buyer shall have no right of rejection.
7.2 The right of rejection shall be conditional upon being exercised at the time and date of delivery.
7.3 Any date or dates quoted by the Seller for delivery of the Goods shall be an estimate only.
7.4 The Buyer shall not be entitled to cancel any order or delivery of Goods after such order or agreement to deliver the goods has been accepted by the Seller.
8) Warranties and Conditions
The following terms shall be treated as separate and severable and enforceable accordingly.
8.1 All representations, statements, warranties, conditions or terms whether express or implied and whether statutory, contractual or arising under common law as to the quality of the Goods, their conformity with the description, their merchantability or their fitness for any particular purpose or the quality of any service are hereby expressly excluded.
8.2 Any liability in tort (unless mandatory) or breach of contract (other than fundamental breach) is hereby expressly excluded.
8.3 The Seller shall not be under any liability whatsoever for any consequential or indirect loss suffered by the Buyer howsoever arising even if prior notice of such consequential losses have been given to the Seller. Consequential loss shall include without limitation financial losses, economic losses, loss of profits, loss of business, loss of opportunity, cost of replacement vehicle, cost of transport or alternative hire costs.
8.4 Acceptance of delivery of the Goods shall be an acknowledgement by the Buyer that the Goods have been inspected and that the Goods conform with their description and are free of any defect.
8.5 Under no circumstance and in no event whatsoever shall the liability of the Seller exceed the price of the specific Good or Goods which are established to be defective in any way or to be in breach of any statutory or contractual term, condition, representation or warranty.
8.6 The Buyer and not the Seller shall be deemed to be the expert in relation to the Goods.
8.7 The Buyer acknowledges that the Goods are being purchased for business or commercial use.
8.8 Any dispute or difference arising out of any modification, alteration or addition to the Goods shall be a matter exclusively between the Buyer and the independent contractor company carrying out such modification, alteration or addition to the Goods and the Seller shall not be liable for or on account of any defective modification, alteration or addition to the Goods by the said independent contractor.
The exclusions set out at clauses 8.1 to 8.8 have been reflected in the Price. The Buyer acknowledges that its rights are excluded to the maximum extent permitted by law and the exclusion of its rights is reasonable having regard to the terms of the manufacturer's Warranty.
9) Assignment of Manufacturer's Warranty
The Seller assigns to the Buyer the Manufacturer's Warranty in relation to the Goods. The Buyer acknowledges that the Manufacturer's Warranty for the Goods shall be in lieu of all other rights or entitlements of the Buyer, whether statutory or otherwise.
10) Product Liability
Unless the Seller shall have modified the Goods the Seller shall not be deemed to be the Manufacturer of the Goods.
11) Spare parts and Service
The contractual or statutory obligations if any of the Seller for the supply of spare parts or the provision of warranty service or any other service shall immediately cease in the event that the Seller ceases for any reason whatsoever to be a distributor of the Goods.
12) Force Majeure
The Seller shall not be liable for any loss or expense resulting from Acts of God, Government Orders, strikes, lockouts or other industrial action, inability to secure labour, materials or supplies at commercially justifiable rates, vehicle or plant breakdowns, war, civil commotion, or any other circumstances, (whether of the foregoing class or not) beyond the reasonable control of the Seller or any other supervening event rendering it impossible or reasonably impractical for the Seller to supply or deliver the Goods. The Seller shall be at liberty to determine or suspend the Contract without incurring liability for any loss or expense to the Buyer.
All Notices from one party to the other shall only be effective if given in writing by either party to the other party at its Registered Office or at its last known place of business. If notice shall be by letter the notice shall be deemed to have been received within two days from the date of posting and if sent by telefacsimile or by telex shall be deemed to have been received at the time and date of transmission.
14) Entire Terms
These Conditions and any Special Terms agreed in writing between the Seller and the Buyer constitute the entire agreement between the Seller and the Buyer.