TERMS AND CONDITIONS OF
1. Interpretation
-
[a]
In these Conditions :
“Buyer” means the person who accepts a
quotation of the seller for the sale of Goods or Services or whose order for
the Goods or Services is accepted by the Seller.
“Goods” means the Goods including any
instalment of the Goods or any parts for them [which the Seller is to supply in
accordance with these conditions]
“Services” means the Services to be
provided by the Seller to the Buyer under the terms of the contract.
“Seller” means the company being Videnda
Distribution which gives a quotation for the sale of Goods or Services or which
accepts an order for Goods or Services Submitted by the Buyer.
“Videnda” means Videnda Distribution
Limited
[Registered in
“Conditions” means the Standard Terms and
Conditions of Sale set out in this document and [unless the context otherwise
requires] includes any Special Terms and Conditions agreed in writing between
the Buyer and the Seller.
“Contract” means the Contract for the
purchase and the sale of the Goods or Services.
“Force Majeure” means act of god, war,
riot, fire, strikes, lockouts, cessation of labour, trade disputes breakdowns
accidents of any kind or any other cause whatsoever beyond the control of the
Seller whether similar to these aforesaid or not.
“Writing” includes telex cable facsimile
transmission and comparable means of communication.
[b]
Any reference in these Conditions to any provision of the Statute shall
be construed as a reference to that provision as amended re-enacted or extended
at the relevant time.
[c]
The headings in these conditions are for convenience only and shall not
affect their interpretation.
2.Application
Of Terms and Conditions-
Orders are only accepted subject to the
conditions of sale as herein printed of the Seller. Any variation of these
conditions in any document of the Buyer is inapplicable unless accepted in
writing by the Seller.
3.General-
[a] These conditions shall be deemed to be
incorporated in all Contracts. In the case of any inconsistency with any order
or letter or form of contract sent by the Buyer to the Seller, or any other
communication between the Seller and the Buyer whatever may be there respective
dates. The provisions of these conditions shall prevail unless expressly varied
in writing and signed by a director on behalf of the Seller. Any concession
made or latitude allowed by the Seller to the Buyer shall not affect the rights
of the Seller under the contract. If in any particular case any of these
conditions shall be held to be invalid or shall not apply to the contract the
other conditions shall continue in full force and effect.
[b]
The Seller may perform any of its obligations or exercise any of its rights
hereunder by itself. The Seller may assign any of its rights hereunder to any
third party.
[c] Any notice required or permitted to be
given by either party to the other under these conditions shall be in writing
and 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.
[d] No waiver by the Seller 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.
[e] 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 affected.
[f] Any dispute arising under or in
connection with these Conditions OF the sale of the Goods OR Services shall be
referred to arbitration by a single arbitrator appointed by agreement or [in
default] nominated on the application of either party by- - - - - -? ?
[g] The contract shall be governed by the
laws of
[h] All descriptions , illustrations,
drawings, catalogues and other particulars supplied by the Seller are copyright
and may not be copied or used for any purpose other than that for which they
are supplied without the express written authority of the Seller.
4.Obligations to provide Services and/or
Goods
[a] Notwithstanding that the Seller may
have given a detailed quotation no request for the provision of Services and no
order for the supply of Goods shall be binding on the Seller unless and until
it has been accepted in writing by the
Seller and where the Services in question relates to the provision of training
services bookings will only be taken for a course where the Buyer has provided
a valid purchase order number to the Seller.
[b] The Sellers catalogues, brochures,
leaflets or correspondence are not binding and reasonable variations may be
made to the Services without notice and the Services and/or as the case may be
the Goods so varied shall be accepted as complying with the Contract.
[c] Where the Services in question relate
to the provision of training the Seller reserves the right to provide such
services at a venue or venues other than the Sellers premises and to provide
personnel of its own choice.
[d] The Seller reserves the right to
refuse or curtail any training services if a delegate or substitute delegate
attending on behalf of the Buyer fails to satisfy those requirements for such
course notified by the Seller to the client prior to the commencement of such
course.
5.Prices-
[a] The price of the Goods or Services
shall be the Seller’s quoted price or where no price has been quoted [or a
quoted price is no longer valid] the price listed in the Seller’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 the seller without giving notice to the Buyer.
[b] The Seller 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 the Seller which is due to
any factor beyond the control of the Seller [such as, without limitation, any
foreign exchange fluctuation, currency regulation, alteration of duties,
significant increase in the costs of labour, 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 the Seller adequate information or
instructions.
[c] Except as otherwise stated under the
terms of any quotation or any price list of the Seller, and unless otherwise
agreed in writing between the Buyer and the Seller, all prices are given by the
Seller on an ex works basis and where the Seller agrees to deliver the Goods
otherwise than at the Seller’s premises the Buyer shall be liable to pay the
Seller’s charges for transport packaging and insurance.
[d] The price is exclusive of any
applicable value Added Tax which the Buyer shall be additionally liable to pay
to the Seller.
6.Terms of payment-
[a] Where credit is given payment is to be
paid within 30 days of delivery.
[b] All express deliveries are charged
extra on all orders regardless of invoice value.
[c] The rendering of payments by the Buyer
at the stipulated time, shall not be affected by the existence of any defect,
whether or not such defect is the subject of a claim under clause 10[b] hereof.
[f] If the buyer shall fail to make any
payment when it becomes due or shall enter into composition or arrangement with
its creditors, or if being an incorporated company it shall have a receiver
appointed or shall pass a resolution for winding up or a court shall make an
order to that effect or if not being and incorporated company it shall have a
receiving order made against it or if there shall be any breach by the Buyer of
any of the Terms and Conditions hereof, the Seller may, without prejudice to its
other rights and remedies defer or cancel any further deliveries.
7. Delivery
[a]
Delivery of the Goods shall be made by the Buyer collecting the Goods at
the Seller’s premises at any time after the Seller has notified the Buyer that
the Goods are ready for collection or if some other place for delivery is
agreed by the Seller delivering the Goods to that place.
[b]
Any dates quoted for delivery of the Goods are approximate only and the
Seller shall not be liable for any delay in delivery of the Goods however
caused. Time for delivery shall not be of the essence of the Contract unless
previously agreed in writing by the Seller. The Goods may be delivered by the
Seller in advance of the quoted deliver date upon giving reasonable notice to
the Buyer.
[c]
Where the Goods are to be delivered in instalments each delivery shall
constitute a separate contract and failure by the Seller to deliver any one or
more of the instalments in accordance with these Conditions or any claim by the
Buyer in respect of any one or more instalments shall not entitle the Buyer to
treat the Contract as repudiated.
[d]
If the Seller fails to deliver the Goods [or any instalment] for any
reason other than any cause beyond the Seller’s reasonable control or the
Buyer’s fault then the Seller is accordingly liable to the Buyer and the
Seller’s liability shall be limited to the excess [if any] of the cost to the
Buyer [in the cheapest available market] of similar goods to replace those not
delivered over the price of the goods.
[e]
If the Buyer fails to take delivery of the Goods or fails to give the
Seller adequate delivery instructions at the time stated for delivery
[otherwise than by reason of any cause beyond the Buyer’s reasonable control or
by reason of the seller’s fault] then,
without prejudice to any other right or remedy available to the Seller, the
Seller may: [i] Store the goods until actual delivery and charge the buyer for
the reasonable costs [including insurance] of storage or
[ii] Sell the Goods at the best price
readily obtainable and [after deducting all reasonable storage and selling
expenses] account to the Buyer for the excess over the price under the Contract
or charge the Buyer for any shortfall below the price under the Contract.
8.Title and Risk
[a] The ownership of the Goods ordered
herein will only be transferred to the Buyer on payment by the Buyer of all
monies owing by the Buyer to the Seller.
[b] Should the Buyer remain in default of
any payment for which the Buyer is liable to the Seller, the Seller reserves
the right to decline to make any further deliveries irrespective of which
contract with the Buyer they sprung from, and to rescind the Contract in
question without judicial interposition, all this without prejudicing the
seller’s right to full compensation and without prejudicing the Seller’s right
to take back at once from the Buyer goods which by virtue of this clause are
still the Seller’s Property.
[c] The Buyer shall store all goods
delivered by the Seller but for which payment has not been made, in such a way
as to be clearly separate and identifiable from the Buyer’s other Goods and
products and the Buyer hereby grants to the Seller its servants or agents the
right to enter on to the Buyer’s premises for the purposes of recovering such
goods at any time until payment.
[d] Notwithstanding the above, if the
Buyer shall sell any Goods delivered in such a manner as to pass to a third
party a valid title to the Goods, the Buyer shall hold the proceeds of such
sale on trust for the Seller; providing that nothing herein shall constitute
the Buyer the agent of the seller for the purposes of any such sub-sale and
also providing that the Buyer shall not be entitled to sell such Goods after
the appointment of a Receiver to its property, or it has been placed in
liquidation, or, not being a company, has committed an act of bankruptcy.
[e] The Buyer shall assume the risk of
loss or damage to the Goods from the date of delivery and must accordingly rely
on its own insurance from that date.
[f] Any Goods supplied to Buyer which are
subject to restrictions or provisions imposed by manufacturers’licence
conditions are supplied to Buyer by Seller subject to any such licence
restrictions or provisions.
If the Buyer shall be in breach of any of its obligations under the
contract or if any distress or execution shall be levied on the Buyers property
or assets or if the Buyer shall make or offer to make any arrangement or
composition with its creditors or commit any act of bankruptcy or if any
bankruptcy petition is presented against him or if the Buyer is a company. If
any resolution or petition to wind up such company shall be passed or presented
or if a receiver administrative receiver or administrator of the whole or any
part of such company’s undertaking property or assets shall be appointed, the
Seller in its discretion and without prejudice to any other right or claim may,
by notice in writing determine wholly or in part any and every Contract between
the Seller and the Buyer or may[without prejudice to the Seller’s right
subsequently to determine the Contract for the same cause should it so
decide]by notice in writing suspend the Services until any defaults by the
Buyer have been remedied.
9.Conditions
and Warranties-
[a] All Goods are sold subject to the
express warranty terms specified by the original manufacturer or supplier.
[b] No condition or warranty is expressed
to be implied as to the life or wear of the Goods supplied, or that they will
be suitable for any particular purpose or for use under any specific
conditions, notwithstanding that such purpose or condition may be known or made
known to the Seller.
[c] Any express or implied statement,
condition or warranty statutory or otherwise, not stated herein is hereby
excluded and deemed to be inconsistent herewith. No responsibility is accepted
by the Seller for any damage or loss arising directly or indirectly out of
goods supplied or for any damage or loss arising by reason of any failure of
the goods to comply with the speculations. Furthermore the seller shall be
under no liability in Contract or Tort for any damage arising directly or
indirectly out of the supply of the Goods or of the packages by which the Goods
are delivered.
10.Defective Goods-
[a] The Seller reserves the right at its
sole discretion to decide whether any Goods are defective.
[b] Defective Goods will be replaced or
rectified by the Seller as originally ordered, or if rectified or replacement
is not practicable, the Seller will credit the value of the Goods at the
invoice price provided.
[c] Claims under Sub-Clause [b] above must
be made in writing to the Seller within 7 days of the date of delivery.
[d] The Seller shall not be liable for any
loss, damage or expense whatsoever and howsoever arising from any defect save
as detailed in Sub-Clause [b] hereof.
[e] Defects discovered in any delivery
shall not entitle the Buyer to rescind the remainder of the Contract.
[f] All transport charges arising
hereunder are the responsibility of the Buyer.
11.Damage, Loss in transit-
The Seller does not accept any
responsibility for shortages or for goods damaged in transit unless such shortage or damage on the delivery note if
examined, or, if the goods have been signed for as not examined, notified
within 48 hours and reported by separate notice in writing to the carriers and
the seller within 10 days of receipt of the goods by the Buyer or the
Consignee.
12.Default or inconsistency of Buyer-
If the Buyer shall be in breach of any of
its obligations under the contract or if any distress or execution shall be
levied on the Buyers property or assets or if the Buyer shall make or offer to
make any arrangement or composition with its creditors or commit any act of
bankruptcy or if any bankruptcy petition is presented against him or if the
Buyer is a company. If any resolution or petition to wind up such company shall
be passed or presented or if a receiver administrative receiver or administrator
of the whole or any part of such company’s undertaking property or assets shall
be appointed, the Seller in its discretion and without prejudice to any other
right or claim may, by notice in writing determine wholly or in part any and
every Contract between the Seller and the Buyer or may[without prejudice to the
Seller’s right subsequently to determine the Contract for the same cause should
it so decide]by notice in writing suspend the Services until any defaults by
the Buyer have been remedied.
13. Limitation of liability
[a]
Where the contract relates to the provision of the Services the liability of
the Seller to the Buyer for any loss or damage or whatsoever nature and however
caused shall be limited to and in no circumstances shall exceed the price
payable for the Services.
[b] Where the contract relates to the
supply of Goods the liability of the Seller to the Buyer for any loss or damage
of whatsoever nature and however caused shall be limited to and in no
circumstances shall exceed the price payable for the Goods.
[c] The Seller shall not be liable for
imperfect work caused by any inaccuracies on any drawing, bills of quantities
or speculations supplied by the Buyer.
14.Cancellation of Orders-
Cancellation of an order, in whole or part
cannot be accepted without the Seller’s consent in writing.
15.Force Majeure-
[a] If performance of the Seller’s
obligations is delayed or hindered by circumstances outside the Seller’s
control amounting to force majeure as defined in this Contract the following
provisions shall apply:-
[i] The Seller will as soon as
reasonable practicable give the Buyer notice of the reasons for the delay or
hindrance. However, failure to give such notice will not prevent the Seller
relying on the remaining provisions of this clause, and the Seller will incur
no liability for failure to give such notice.
[ii] The Seller’s duty to perform
shall be suspended for as long as the circumstances amounting to force majeure
continue and the time for performance of the Seller’s obligation shall be
extended by a period equal to the duration of those circumstances.
[b]If due to circumstances outside the
Seller’s control amounting to force majeure as defined in this Contract there
is a shortage of Goods of a type to be supplied under this Contract so that the
Seller has or can obtain or produce insufficient Goods to satisfy its contract
with the Buyer and its other customers the Seller may allocate the Goods
available to it between the customers with whom it has Contracts for the supply
of such Goods and may make that allocation on such basis as it thinks fit. In that
case:
[i] The Buyer will accept and pay for any Goods delivered to it; the
price payable for the Goods delivered shall be proportionate to the Contract
price in the same ratio as the quantity delivered is the Contract quantity and
[ii] The Seller shall be treated as having discharged its obligations to
deliver Goods under this Contract and shall not be liable for breach of
contract in respect of the failure to deliver the full contract quantity.
16.RMA Procedure-
If the product is within the warranty
period an RMA number will be issued by Seller on notification of a fault. No
goods may be returned without such an RMA number being shown in the packaging;
goods returned without a valid RMA number displayed will be refused or
returned.
17.Returns-
Prior authorisation is required before any
goods may be returned. A returns number must be obtained and displayed on any
packaging. Goods returned without such a returns number will be refused and
returned.
18.
PRL-
Producer
Register Limited (PRL) number: IE 00838 W
19.
WEEE-
Videnda
is committed to meeting the requirements of the European Union (Waste
Electrical and Electronic Equipment) Regulations 2014. These Regulations
require producers of electrical and electronic equipment to finance the
takeback of WEEE resulting from products that we place on the Irish market.
This helps us to ensure that WEEE is reused or recycled safely. In line with
that commitment Videnda will take back WEEE from you. Please contact us for
details.
You also have a role to play in ensuring that WEEE is reused and recycled
safely. So, if you choose not to return WEEE to us then you should not dispose
of it in your bin. The crossed out wheeled-bin symbol on the product reminds
users not to dispose WEEE in the bin. You should ensure that the WEEE is collected
separately and sent for proper treatment. WEEE contains hazardous substances
and if not managed and treated safely it can cause pollution and damage human
health.