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Terms & Conditions
1. DEFINITIONS
1.1 "Buyer" means either
(a) in the case of a corporate customer, the company who agrees to buy the goods from the Seller and whose company name and address has been provided to the Seller either verbally or in writing at the foot of these Conditions of sale or by input entry as the Buyer on our website template requesting buyer details as part of purchasing goods online,
OR
(b) in the case of an individual conducting business on his/her own account, the person who agrees to buy the goods from the Seller and whose name and address has been provided to the Seller either verbally or in writing or by input entry on our website template requesting buyer details as part of purchasing goods online.
1.2 "Conditions" means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
1.3 "Delivery date" means the date specified by Seller when the goods are to be delivered.
1.4 "Goods" means the articles which the Buyer agrees to buy from the Seller.
1.5 "Seller" means Industrial & Farm Machinery Ltd, Mullins Cross, Dunleer, County Louth.
1.6 "Website" means any website including www.ifm.ie, established by Industrial & Farm Machinery Ltd,
Mullins Cross, Dunleer, County Louth, for the sale of its Goods.
2. CONDITIONS APPLICABLE
2.1 These conditions shall apply to all contracts for the sale of goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which may purport to apply under any purchase order confirmation of order or similar documents.
2.2 All orders for the goods shall be deemed to be an offer by the Buyer to purchase goods pursuant to these conditions.
2.3 Acceptance of delivery of the goods 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) shall be inapplicable unless agreed in writing by the Seller.
2.5 No contract for the sale or purchase of goods shall arise until the Seller dispatches a written acceptance of the Buyers order and until all information necessary to enable the Seller to fulfill the Buyers order has been received by the Seller. The provision of an order acknowledgement document or delivery document shall be regarded as a written acceptance of the Buyers order by the Seller. Whenever the Seller in its sole judgment has any doubt as to the Buyers credit worth, the Seller may
require payment in advance of delivery, notwithstanding any contrary intention or expression contained in these terms and conditions or otherwise.
3. THE PRICE AND PAYMENT
3.1 The price listed on the Website (the 'price') for Industrial & Farm Machinery Ltd goods (the "Goods") will be as stipulated at the time when an order is placed on the website. The Seller may, by giving notice to the Buyer at any time up to seven days before delivery, increase the price of the goods to reflect any increase in the cost to the Seller which is due to factors occurring after the making of the contract of sale, which are beyond the reasonable control of the Seller (including, without limitation, foreign exchange fluctuations, taxes and duties and the cost of labour, material and other manufacturing costs) provided that the Buyer may cancel this contract within seven days of any such notice from the Seller
3.2 Payment of the price shall be due at the time of placement of the order by the Buyer or as per the terms agreed between both parties.
3.3Interest on overdue invoices shall accrue daily from the date when payment becomes until the date of payment at the rate of two per cent above the Ulster Bank’s base rate. 3.4 If the Buyer fails to make any payments on the due date then without prejudice to any of the Seller's other rights the Seller may;
(a) suspend or cancel deliveries of any articles due to the Buyer and/or
(b) appropriate any payment made by the Buyer to such of the goods (or goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit.
3.6 Unless provided otherwise the Buyer shall pay in addition to the price the amount of any duty, tax or other charge now or hereafter imposed by the applicable law, decree of Government, National or Supranational authority, upon, with respect to, or measured by the production, sale, export from the country or production, shipment, import into country of destination, use and/or price of any goods sold hereunder.
3.7 The Buyer may not withhold payment of any invoices or other amount due to the Seller by reason or any right of set off or counterclaim which the Buyer may have or allege to have on for any reason whatever.
3.8 The goods remain the property of the Seller until such time as all outstanding invoices have been paid in full.
4. THE GOODS
1. The quantity and description of the goods shall be identified by those items selected by the Buyer for inclusion in the shopping cart. Product descriptions shall be as set out as in the product data sheets on the website. All descriptive matter, drawings, pictures, colours, specifications and advertising on the website are for the sole purpose of giving an approximate description of the products. In case of delayed availability of selected goods, the Seller shall be entitled to substitute goods deemed to be substitutes of equivalent quality for delivery.
2. Where any designs or specifications of the goods have been supplied by the Buyer for any manufacture by or to the order of the Seller then the Buyer warrants that the use of those designs or specification for the manufacture, processing, assembly or supply of the goods shall not infringe the rights of any third party.
5. WARRANTIES AND LIABILITY
5.1 The Seller warrants that the goods will at the time of delivery correspond to the description given by the Seller and shall be of the Sellers standard quality.
5.2 All terms, conditions and warranties (whether implied or made expressly) whether by the Seller or its servants or agents or otherwise (other than those express warranties set out in the Seller's quotation) relating to the
quality and/or fitness for purpose of the goods or any of the goods are excluded.
5.3 The Buyer assumes all risks and responsibility whatsoever resulting from the use of such goods whether used singly or in combination with other substances.
5.4 The Seller will accept no liability for any defects resulting from the negligence, improper use of or inadequate storage by the Buyer.
6. DELIVERY OF THE GOODS
6.1 Delivery of the goods shall be made to the place of delivery designated by the Buyer when placing its order or as otherwise agreed. Any time or date named by the Seller for delivery is given and intended as an estimate only and the Seller shall not be liable to make good any damage or loss whether arising directly or indirectly out of the delay of the delivery. If the sale is ex-works the Buyer shall arrange collection of the goods by agreement with the Seller promptly upon being notified that they are ready for collection.
6.2 Seller will endeavour to deliver the goods to Buyer within the lead-time shown for each product at the time of purchase, within the island of Ireland, and the UK where this is practical. However, goods are subject to availability and delays may sometimes occur that are outside of our control. Any dates specified for delivery are therefore approximate only. If delivery is delayed for more than 28 days, Buyer has the right to contact Seller and refuse to accept the goods. In these circumstances, Seller will refund any money paid by Buyer for those goods and any delivery monies Buyer has been charged. However, Seller will not be responsible for any other losses, costs, damages or charges that Buyer may suffer if Seller delays in supplying or does not supply those goods. At the time of delivery Buyer will be required to validly sign-off on the delivery of the goods, after which time the goods become Buyer's sole responsibility.
6.3 Failure by the Buyer to accept delivery of the goods when tendered shall entitle the Seller to treat the contract as repudiated or at its sole discretion shall permit it to store the goods at the Buyers cost until delivery is accepted or until such time as the Seller shall see fit.
6.4 The Seller will use its best endeavours to comply with any delivery dates given. The Seller will not be liable to the Buyer in respect of any loss of whatsoever nature and howsoever arising suffered by the Buyer as a result of the Seller's failure to deliver the goods by the dates stated.
6.5 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the goods (or any of them) promptly or at all.
6.6 No claim for damage in transit, shortage, non delivery or loss of goods may be made unless the Buyer advises the carrier and the Seller in writing (otherwise than by a qualified signature on the Delivery Note) within the following time limits:
a) In the case of partial loss, damage or non delivery of any separate part of a consignment within seven days of the delivery to the Buyer of the consignment of part consignment;
b) In the event of non-delivery of the whole consignment within fourteen days of dispatch as advised by the Seller.
6.7 The Buyer shall promptly obtain all necessary import licenses, clearances and other consents necessary for the purchase of the goods. The Seller shall promptly upon request supply all documents reasonably required by or for this purpose.
6.8 The Buyer has a statutory right to a seven day cooling-off period when purchasing online. If a product is defective in any way, please return it with a covering letter and Seller will either deliver a new one to you or refund you the cost of the product.
7. ACCEPTANCE OF THE GOODS
7.1 The Buyer shall not be deemed to have accepted any part of the goods until after the Buyer has actually inspected the goods and ascertained that they are in accordance with the contract. The Buyer shall nonetheless pay the full price for such goods unless the Buyer gives notice in writing of rejection to the Seller within seven days of the delivery date but if the Buyer fails to reject any of the goods within the time afore said then the Buyer shall be deemed to have accepted the said goods.
7.2 After acceptance the Buyer shall not be entitled to reject goods which are not in accordance with the contract.
7.3 It is Seller's policy not to accept the return of goods. In exceptional circumstances standard goods may be returned to Seller provided that Buyer has written agreement of Seller to such a return. Goods accepted for return shall be returned at Buyer's expense to the original source of supply and a restocking charge of fifteen per cent will apply to goods returned which are deemed to be of merchantable quality as determined by the Seller at its sole discretion. Not all goods maybe accepted back into stock.
8. TITLE AND RISK
8.1 Risk in the goods supplied shall pass to the Buyer when the Seller provides the goods to the Seller's carrier for delivery to the Buyer, or where applicable when the Buyer or Buyer's nominated carrier collects the goods from the Seller's premises. Save where the goods are collected by the Buyer or the Buyer's nominated carrier, the Seller will ensure that the goods are insured to their replacement value against loss or damage in transit with the Seller's carrier.
8.2 In spite of delivery having been made, property in the goods shall not be passed from the Seller until:
(a) the Buyer shall have paid the price in full; and
(b) The goods remain the property of the Seller until such time as all outstanding invoices have been paid in full.
8.3 Until property in the goods passes to the Buyer in accordance with clause 8.2 the Buyer shall hold the goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Sellers property. Notwithstanding that the goods (or any of them) remain the property of the Seller the Buyer may sell or use the goods in the ordinary course of the Buyer's business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller's property by the Buyer and on the Buyer's own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the goods passes from the Seller the entire proceeds of sale or otherwise of the goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Sellers money.
8.5 The Seller shall be entitled to recover the price notwithstanding that the property in any of the goods has not passed from the Seller.
8.6 Until such time as property in the goods passes from the Seller the Buyer shall upon request deliver up such of the goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned, occupied or controlled by the Buyer where the goods are situated and repossess the goods. On the making of such request the rights of the Buyer under clause 8.4 shall cease.
8.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the goods which are the property of the Seller, if the Buyer does so all sums whatsoever owing by the Buyer to the Seller shall forthwith become due and payable.
8.8 The Buyer shall ensure and keep insured the goods to full price against 'all risks' to the reasonable satisfaction of the Seller until the date that the property in the goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without Prejudice to other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
9. REMEDIES OF BUYER
9.1 Where the Buyer rejects any goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such goods or the failure by the Seller to supply goods which conform to the contract of sale.
9.2 Where the Buyer accepts or has been deemed to have accepted any goods then the Seller shall have no liability whatever to the Buyer in respect of those goods.
9.3 The Seller shall not be liable to the Buyer for late delivery or short delivery of the goods.
9.4 The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss or profit) suffered by the Buyer arising out of a breach by the Seller of this contract.
9.5 In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the price of the goods.
9.6. If the Buyer fails to make payment for the goods in accordance with this contract or sale or commits any other breach of this contract of sale or if any distress of executions shall be levied upon any of the Buyer's goods or if the Buyer offers to make arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver administrator administrative receiver or manager shall be appointed over the whole or any part of the Buyers business or assets or if the Buyer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the goods shall become payable immediately. The Seller may in its absolute discretion and without prejudice to any other rights which it may have:
(a) suspend all future deliveries of the goods to the Buyer and/or terminate the contract without liability upon its part;
and/or
(b) exercise any of its right pursuant to clause 8 hereof.
9.7. Any notice required to be served pursuant to this contract of sale shall be in writing and served by ordinary recorded delivery or registered post on either party at is last known address or its registered office.
9.8. No waiver or forbearance by the Seller (whether expressed or implied) in enforcing any of its rights under this contract shall prejudice its rights to do so in the future.
9.9. This contract is made between the Buyer and the Seller as principals and is not assignable by the Buyer without the Sellers prior written consent.
9.10. Neither party shall be liable for any fault due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party.
9.11. The Seller may cancel this contract at any time before the goods are delivered by giving written notice. On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the price. The
Seller shall not be liable for any loss or damaging whatever arising from such a cancellation.
9.12. Once an official order has been received verbally, in writing, or on Seller's website, a contract is deemed to have been entered into between Buyer and Seller. Cancellation of the contract will be at the discretion of the Seller. A cancellation will not be accepted in any circumstances where goods have been specially made to fill an order.
OUR WEBSITE
1. Industrial & Farm Machinery Ltd has taken great care in the development and presentation of its web site, www.ifm.ie ("the site") and the material present on it. However, there may be inadvertent and occasional errors for which Industrial & Farm Machinery Ltd apologise.
2. To the maximum extent permitted by law, Industrial & Farm Machinery Ltd disclaims all warranties, express or implied, as to the accuracy of the information contained in any of the material on this web site.
3. Industrial & Farm Machinery Ltd reserves the right to close any part or the entire site at any time and to amend or correct any site content, with or without prior notice.
4. Industrial & Farm Machinery Ltd shall not be liable to any person or persons for any loss or damage which may arise in any way from any action, decision, omission or communication connected with the site or any of the information contained in any of the material on the site.
5. Industrial & Farm Machinery Ltd can take no responsibility for any material placed on or linked to the site by any person or persons without authorisation.
6. Material on this web site is directed primarily at viewers on the island of Ireland. Industrial & Farm Machinery Ltd makes no representations with regard to any of the material in relation to other States. Those accessing this web site from locations outside the Republic of Ireland are responsible for compliance with local laws, to the extent that local laws are applicable.
7. This site may from time to time incorporate links (Internet hypertext links) leading to web sites which are not under the control of Industrial & Farm Machinery Ltd. Industrial & Farm Machinery Ltd will accept no responsibility or liability in respect of the material on any web site which is not under the control of Industrial & Farm Machinery Ltd.
6. All provisions herein (terms, conditions, disclaimers and exclusions) shall be construed in accordance with the laws of the Republic of Ireland. If any of these provisions are deemed or found to be unlawful, void or for any reason unenforceable then the provision or provisions so found shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions. Seller reserve the right to change all provisions herein (terms, conditions, disclaimers and exclusions) or policies regarding the use of the website (including, in particular, those relating to price or availability) at any time and to notify Buyers by posting an updated version of the terms of use on the Website.