Terms and Conditions
Conditions of Sale
1.1. In these Conditions:
"Buyer" means the person or organisation who accepts a
quotation of the Seller for the sale of the Goods or whose order for the Goods
is accepted by the Seller
"Goods" means the goods (including any instalment of
the goods or any parts for them) and supply of any services or consultancy
which the Seller is to supply in accordance with these Conditions
"Seller" means Shop Equipment Limited a company
incorporated in Ireland under Companies Registration Office No 14089 whose
registered office is at 4052 Kingswood Drive, Citywest Business Campus, Dublin
"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
sale of the Goods
"Writing" includes facsimile transmission, e-mail and
comparable means of communication.
1.2. Any reference in these Conditions to any provision of a
statute shall be construed as a reference to that provision as amended,
re-enacted or extended at the relevant time.
1.3. The headings in these Conditions are for convenience only
and shall not affect their interpretation.
2. Application of Conditions
2.1. These Conditions shall apply to all contracts for the sale
of Goods by the Seller to the Buyer. All orders (written or otherwise) for
Goods shall be deemed to be an offer by the Buyer to accept the Goods pursuant
to these Conditions. All other terms and conditions, which the Buyer may
purport to apply under any order, confirmation of order or similar document are
hereby expressly excluded. In the event of any conflict between these
Conditions and any conditions in any document submitted by the Buyer to the
Seller including any contract, arrangement or agreement entered into or to be
entered into between the Seller and the Buyer, the provisions of these
Conditions shall prevail.
2.2. These Conditions comprise the entire conditions governing
the contract between the Seller and the Buyer and supersede any or all
representations, warranties, course of dealing or arrangements, whether written
or oral, heretofore made or entered into between the Seller and the Buyer
relating to the Goods.
3. The Contract of Sale
3.1. The Seller shall sell and the Buyer shall purchase the
Goods in accordance with any written quotation of the Seller which is accepted
by the Buyer, or any written order of the Buyer which is accepted by the
Seller, subject in either case to these Conditions, which shall govern the
Contract to the exclusion of any other terms and conditions subject to which
any such quotation is accepted or purported to be accepted, or any such order
is made or purported to be made, by the Buyer.
3.2. No variation of these Conditions shall be binding unless
agreed in Writing between the authorised representatives of the Buyer and the
3.3. The Seller's employees or agents are not authorised to make
any representations concerning the Goods unless confirmed by the Seller in Writing.
In entering into the Contract the Buyer acknowledges that it does not rely on
any such representations which are not so confirmed.
3.4. Any advice or recommendation given by the Seller or its
employees or agents to the Buyer or its employees or agents as to the storage,
application or use of the Goods which is not confirmed in Writing by the Seller
is followed or acted upon entirely at the Buyer's own risk, and accordingly the
Seller shall not be liable for any such advice or recommendation which is not
3.5. 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 the Seller shall be subject to
correction without any liability on the part of the Seller.
4. Orders and specifications
4.1. The Seller reserves the right to not accept an order
submitted by the Buyer.
4.2. The Buyer shall be responsible to the Seller for ensuring
the accuracy of the terms of any order (including any applicable specification)
submitted by the Buyer, and for giving the Seller any necessary information
relating to the Goods within a sufficient time to enable the Seller to perform
the Contract in accordance with its terms.
4.3. The quantity, quality and description of and any
specification for the Goods shall be those set out in the Seller's quotation
(if accepted by the Buyer) or the Buyer's order (if accepted by the Seller).
4.4. If the Goods are to be manufactured or any process is to be
applied to the Goods by the Seller in accordance with a specification submitted
by the Buyer, the Buyer shall indemnify the Seller against all loss, damages,
costs and expenses awarded against or incurred by the Seller in connection with
or paid or agreed to be paid by the Seller in settlement of any claim for
infringement of any patent, copyright, design, trademark or other industrial or
intellectual property rights of any other person which results from the
Seller's use of the Buyer's specification.
4.5. The Seller reserves the right to make any changes in the
specification of the Goods which are required to conform with any applicable
statutory or EC requirements or, where the Goods are to be supplied to the
Seller's specification, which do not materially affect their quality or
4.6. No order which has been accepted by the Seller may be
cancelled by the Buyer except with the agreement in Writing of the Seller and
on terms that the Buyer shall indemnify the Seller in full against all loss
(including loss of profit), cost (including the cost of all labour and
materials used), damages, charges and expenses incurred by the Seller as a
result of cancellation.
4.7. The Buyer will if requested by the Seller, take any
reasonable steps to satisfy the Seller prior to execution of the order as to
the Buyers credit worthiness, such as the provision of trade and bankers
references or the guarantee of payment from a third party acceptable to the
Seller. The Seller reserves the right to refuse the order, to delay the
execution of the order, to request payment in part or in full prior to the
execution of the order, or to cancel any Contract entered into with the Buyer
prior to commencement of deliveries to the Buyer if the Sellers normal
enquiries indicate that the Buyers credit may not be sufficient to meet the
needs of a Contract.
5. The Price
5.1. The price of the Goods shall be the Seller's quoted price.
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.
5.2. 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.
5.3. The price is exclusive of any applicable value added tax,
which the Buyer shall be additionally liable to pay to the Seller. The rates
are applied in accordance with current legislation.
6. Payment Terms
6.1. Subject to any special terms agreed in Writing between the
Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the
price of the Goods on or at any time after delivery of the Goods, unless the
Goods are to be collected by the Buyer or the Buyer wrongfully fails to take
delivery of the Goods, in which event the Seller shall be entitled to invoice
the Buyer for the price at any time after the Seller has notified the Buyer
that the Goods are ready for collection or (as the case may be) the Seller has
tendered delivery of the Goods.
6.2. The Buyer shall pay the price of the Goods (less any
discount to which the Buyer is entitled, but without any other deduction)
within 30 days of the date of the Seller's invoice, and the Seller shall be
entitled to recover the price, notwithstanding that delivery may not have taken
place and the title and property in the Goods has not passed to the Buyer. The
time of payment of the price shall be of the essence of the Contract. Receipts
for payment will be issued only upon request.
6.3. Unless otherwise agreed in writing, for supply and install
orders, payment terms shall be 30% on confirmation of the order, 50% on
delivery to site or go live of the system and the remaining 20% within 30 days
of the invoice.
6.4. If the Buyer fails to make any payment on the due date
then, interest shall accrue and be payable on the amount unpaid (both before
and after any judgement) at the rate prescribed for statutory interest pursuant
to the European Communities (Late Payment in Commercial Transactions)
Regulations 2002 until payment is made in full
6.5. If the Buyer fails to make any payment on the due date
then, without prejudice to Condition 6.4, Condition 10.2.3 and to any other
right or remedy available to the Seller, the Seller shall be entitled to:-
6.5.1. cancel the contract or suspend any further deliveries or
services to the Buyer; and
6.5.2. appropriate any payment made by the Buyer to such of the
Goods (or the goods supplied under any other contract between the Buyer and the
Seller) as the Seller may think fit.
7. Delivery of Goods
7.1. 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, by the Seller delivering the Goods to that
7.2. 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 by the Seller in writing. The Goods may be delivered
by the Seller in advance of the quoted delivery date upon giving reasonable
notice to the Buyer.
7.3. 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 a whole as repudiated.
7.4. The Seller will not accept liability for shortages,
breakages or non-delivery unless the Buyer gives notice in writing to the
Seller within 7 days from the date of the invoice.
7.5. 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, and the Seller is accordingly liable to the
Buyer, 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 agreed price of the Goods.
7.6. 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:
7.6.1. store the Goods until actual delivery and charge the
Buyer for the reasonable costs (including insurance) of storage; or
7.6.2. 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. Risk and Title & Property in the Goods
8.1. Risk of damage to or loss of the Goods shall pass from the
Seller to the Buyer:
8.1.1. in the case of Goods to be delivered at the Seller's
premises, at the time when the Seller notifies the Buyer that the Goods are
available for collection; or
8.1.2. in the case of Goods to be delivered otherwise than at
the Seller's premises, at the time of delivery of such Goods or, if the Buyer
wrongfully fails to take delivery of the Goods, the time when the Seller has
tendered delivery of the Goods.
8.2. Notwithstanding delivery and the passing of risk in the
Goods, or any other provision of these Conditions, the title and property in
the Goods, including full legal and beneficial ownership, shall not pass to the
Buyer until the Seller has received in cash or cleared funds payment in full of
the price of the Goods and all other goods delivered to the Buyer under this
and all other contracts between the Seller and the Buyer for which payment of
the full price of the goods thereunder has not yet been paid. Payment of the
full price of the Goods shall include the amount of any interest or other sum
payable under the terms of this and all other contracts between the Seller and
the Buyer under which the Goods were delivered.
8.3. Until such time as the title and property in the Goods
passes to the Buyer, the Buyer shall:
8.3.1. not part with possession of the Goods otherwise than in
accordance with this clause;
8.3.2. hold the Goods as the Seller's fiduciary agent and
8.3.3. take proper care of the Goods and take all reasonable
steps to prevent damage to or deterioration of them;
8.3.4. keep the Goods separate from those of the Buyer and third
parties and properly stored, protected and insured and identified as the
8.3.5. permit the Seller to enter upon any premises of the Buyer
where the goods are stored to confirm that these conditions are being adhered
8.3.6. insure the Goods for their full value with a reputable
insurer and, upon request, shall use reasonable endeavours to have the Seller's
interest in the Goods noted on the insurance policy and until the title and
property in the Goods passes to the Buyer, the Buyer shall hold the proceeds of
any claim on the insurance policy on trust for the Seller and shall immediately
account to the Seller with the proceeds;
8.3.7. notify the Seller immediately upon the happening of any
of the events set out in condition 11;
8.3.8. give the Seller such information relating to the Goods as
the Seller may from time to time require.
8.4. Until such time as the title and property in the Goods
passes to the Buyer (and provided the Goods are still in existence and have not
been resold), the Seller shall be entitled at any time to require the Buyer to
deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith,
to enter upon any premises of the Buyer where the Goods are stored and
repossess the Goods. The Buyer agrees to procure for the Seller the consent of
any such third party to repossession of the goods on the third party's
8.5. The Buyer grants an irrevocable right and licence to the
Seller to enter the Buyer's premises during normal business hours in order to
inspect or repossess Goods to which it has retained title and the termination
for any reason of any contract shall not affect the continuance in force of
this right and licence.
8.6. The Seller reserves the right to repossess and resell any
of the Goods to which it has retained title. The Seller's consent to the
Buyer's possession of the Goods and any right the Buyer may have to possession
of the Goods shall in any event cease upon the happening of any of the events
set out in condition 11.
8.7. The Buyer may sell or use Goods to which the Seller has
retained title in the ordinary course of the Buyer's business, subject to the
express condition that any new product or products or any other thing
containing any part of the Goods shall become the property of the Seller and
shall be separately stored and marked by the Buyer to show that they belong to
the Seller. The Seller shall hold the new product or products as trustee for
itself and the Buyer and the Seller's interest as beneficiary of the trust
shall be equal to the total of all amounts owing by the Buyer to the Seller.
8.8. The Buyer acknowledges that as a consequence of its
fiduciary relationship with the Seller, it is under a duty to the Seller to
hold the proceeds of sale of the Goods on trust for the Seller and not to
mingle such proceeds with other money or pay them into an overdrawn bank
account and shall ensure that such proceeds are at all material times
identified as the Seller's money.
8.9. The Buyer agrees on request by the Seller to assign to the
Seller all rights and claims which the Buyer may have against its sub-buyers or
customers arising from such sales.
8.10. The Seller shall be entitled to recover the price (plus
VAT) in the event of non-payment by the Buyer notwithstanding that property in
any of the Goods has not passed from the Seller. The Seller may, by notice to
the Buyer at any time after delivery, pass property in the Goods to the Buyer
with effect from the date of the notice.
8.11. The Buyer shall not be entitled to pledge or in any way
charge by way of security for any indebtedness any of the Goods which remain
the property of the Seller, but if the Buyer does so all moneys owing by the
Buyer to the Seller shall (without prejudice to any other right or remedy of
the Seller) forthwith become due and payable.
9. Installation of the Goods
The following conditions shall apply in addition to the
preceding conditions where the order provides for installation of the Goods
9.1. It shall be the sole responsibility of the Buyer to ensure
that the floors and foundations upon which installation of the Goods is to be
carried out are suitably surfaced and are fully prepared for the installation
of the Works.
9.2. The Buyer shall at his own cost and prior to the date of
the commencements of the Works prepare the floors or surfaces on which the
Works are to be installed in accordance with the Sellers requirements. In the
event that the Buyer fails to comply with his obligations under this clause, on
discovery of such an event, the Seller may at its discretion refuse to commence
or continue with the works until such time as the failure has been rectified
and the terms of the clauses 9.11 and 9.12 hereof will expressly apply. Without
prejudice to any other remedy that the Seller may have herein or otherwise, any
additional cost or expenses which the Seller may reasonably incur due to such
floors or services not being in accordance with its requirements shall be
invoiced by the Seller to the Buyer and paid by the Buyer in accordance with
the terms of clause 6 hereof.
9.3. The Seller will not undertake or be responsible for any
builder's work or other work which involves alteration to the structure of any
building on the Site unless included in the specification or otherwise agreed
in writing between The Seller and the Buyer.
9.4. The Buyer will at his own expense provide the following
services and attendances to The Seller to facilitate the Works:
9.4.1. secure waterproof storage accommodation for the Goods and
for The Seller's construction plant and equipment immediately adjacent to that
part of the Site where the Works will take place.
9.4.2. prior to commencing of the Works, clearance of the Site
of all obstruction and other trades or operations to ensure that the Works can
be carried out in an efficient manner
9.4.3. lighting of sufficient intensity to enable the Works to
be carried out safely and power to enable the Works to be carried out safely
and power supplies suitable for operation of construction plant and hand power
9.4.4. in addition to off-loading Goods, conveyance of the Goods
to that part of the Site where works will take place
9.4.5. The Buyer will ensure a safe working environment at all
times in compliance with all approved safety standards and all applicable
Health and Safety legislation
9.5. The Buyer will ensure that prior to the commencement of the
Works the Site is secure and watertight
9.6. The Buyer will ensure that prior to the commencement of the
Works and until such time as the Works are handed over to the Buyer the Goods
are protected from loss or damage and from dust and dirt arising from the
activities of the Buyer or any third party on the site.
9.7. If for any reason not attributable to The Seller the
carrying out of the Works is suspended, delayed or hindered The Seller has
every right to claim interim payment or payments on account and render interim
invoice or invoices to the Buyer for payment accordingly, irrespective of any
schedule of payments previously agreed between the Buyer and The Seller.
9.8. Any surplus Goods delivered to the Site shall remain the
property of The Seller. The Buyer shall take all reasonable precautions for the
safe custody and protection of such surplus Goods until the time of their
removal by The Seller.
9.9. The Buyer at his own expense shall be responsible (other
than for statutory obligations placed solely on The Seller) for obtaining all
consent, permissions, easements and licenses for the carrying out of the Works
in accordance with the terms hereof and for conforming with all statues and
orders, regulations and by-laws made there under applicable at any time to the
Works and shall indemnify and keep indemnified The Seller against all actions,
proceedings, costs, charges, claims or demands arising out of or in connection
with any breach of this clause. The Seller shall (so far as is reasonably able)
provide such information with respect to the Works as the Buyer may request in
respect of any applications for such consent, permissions, easements or
licences as aforesaid.
9.10. Where installation work is involved the Seller shall
endeavour to complete such work within the time scales agreed with the Buyer,
or in the absence of such agreement as soon as reasonably possible. The Seller
shall not be liable for any costs, losses, expenses or damages caused by any
delay in despatch of the goods or in completion of the installation work
connected therewith which are beyond the Sellers control. In the event of any
such delay The Seller shall be entitled to such additional time as may be
necessary to complete the Contract and where appropriate to allocate its
products and services among its Buyers in such manner as it considers fair and
reasonable. Under no circumstances shall the Buyer be entitled to cancel the
Order in the event of any such delay unless with the specific consent of The
Seller on mutually acceptable terms.
9.11. If the Buyer requests a suspension of any installation
work or if The Seller is delayed by the acts or omissions of the Buyer, the
Buyer's servants or agents or any third party not under The Seller's direct
control then The Seller shall be entitled to invoice the Buyer with any costs
or expenses reasonably incurred by The Seller arising from the suspension or
delay and such costs or expenses shall be paid by the Buyer, The Seller shall
also be entitled to such additional time as may be necessary to complete the
10. Warranties and Liability of the Seller
10.1. Subject to the conditions set out below the Seller
warrants that the Goods will correspond with their specification at the time of
delivery and will be free from defects in material and workmanship for a period
of 3 months from the date of their initial use or 3 months from delivery,
whichever is the first to expire.
10.2. The above warranty is given by the Seller subject to the
10.2.1. the Seller shall be under no liability in respect of any
defect in the Goods arising from any drawing, design or specification supplied
by the Buyer;
10.2.2. the Seller shall be under no liability in respect of any
defect arising from fair wear and tear, wilful damage, negligence, vandalism,
abnormal working conditions, failure to follow the Seller's instructions
(whether given orally or in writing), misuse or alteration or repair of the
Goods without the Seller's approval;
10.2.3. the Seller shall be under no liability under the above
warranty (or any other warranty, condition or guarantee) if the total price for
the Goods has not been paid by the due date for payment;
10.2.4. the above warranty does not extend to parts, materials
or equipment not manufactured by the Seller, in respect of which the Buyer
shall only be entitled to the benefit of any such warranty or guarantee as is
given by the manufacturer to the Seller.
10.3. Subject as expressly provided in these Conditions, and
except where the Goods are sold to a person dealing as a consumer (within the
meaning of the Sale of Goods and Supply of Services Act, 1980), all warranties,
conditions or other terms implied by statute or common law are excluded to the
fullest extent permitted by law.
10.4. Where the Goods are sold to a consumer (within the meaning
of the Sale of Goods and Supply of Services Act, 1980) the statutory rights of
the Buyer are not affected by these Conditions.
10.5. Any claim by the Buyer which is based on any defect in the
quality or condition of the Goods or their failure to correspond with
specification shall (whether or not delivery is refused by the Buyer) be
notified in writing to the Seller within 7 days from the date of delivery or
(where the defect or failure was not apparent on reasonable inspection) within
a reasonable time after discovery of the defect or failure. If delivery is not
refused, and the Buyer does not notify the Seller accordingly, the Buyer shall
not be entitled to reject the Goods and the Seller shall have no liability for
such defect or failure, and the Buyer shall be bound to pay the price as if the
Goods had been delivered in accordance with the Contract.
10.6. Where any valid claim in respect of any of the Goods which
is based on any defect in the quality or condition of the Goods or their
failure to meet specification is notified to the Seller in accordance with
these Conditions, the Seller shall be entitled to replace the Goods (or the
part in question) free of charge or, at the Seller's sole discretion, refund to
the Buyer the price of the Goods (or a proportionate part of the price), but
the Seller shall have no further liability to the Buyer.
10.7. Except in respect of death or personal injury caused by
the Seller's negligence, the Seller shall not be liable to the Buyer by reason
of any representation (unless fraudulent), or any implied warranty, condition
or other term, or any duty at common law, or under the express terms of the
Contract, for any indirect, special or consequential loss or damage (whether
for loss of profit or otherwise), costs, expenses or other claims for
compensation whatsoever (whether caused by the negligence of the Seller, its
employees or agents or otherwise) which arise out of or in connection with the
supply of the Goods or their use or resale by the Buyer, and the entire
liability of the Seller under or in connection with the Contract shall not
exceed the price of the Goods, except as expressly provided in these
10.8. The Seller shall not be liable to the Buyer or be deemed
to be in breach of the Contract by reason of any delay in performing, or any
failure to perform, any of the Seller's obligations in relation to the Goods,
if the delay or failure was due to any cause beyond the Seller's reasonable
control. Without prejudice to the generality of the foregoing, the following
shall be regarded as causes beyond the Seller's reasonable control:
10.8.1. Act of God, explosion, flood, tempest, fire or accident;
10.8.2. war or threat of war, sabotage, insurrection, civil
disturbance or requisition;
10.8.3. acts, restrictions, regulations, bye-laws, prohibitions
or measures of any kind on the part of any governmental, parliamentary or local
10.8.4. import or export regulations or embargoes;
10.8.5. strikes, lock-outs or other industrial actions or trade
disputes (whether involving employees of the Seller, the Buyer or of a third
10.8.6. difficulties in obtaining raw materials, labour, fuel,
parts or machinery;
10.8.7. power failure or breakdown in machinery.
11. Insolvency of the Buyer
11.1. This Condition applies if:
11.1.1. the Buyer makes any voluntary arrangement with its
creditors or (being an individual or firm) becomes bankrupt or (being a
company) becomes subject to the protection of the Court, has an examiner
appointed to it or goes into liquidation (otherwise than for the purposes of
amalgamation or reconstruction not involving insolvency); or
11.1.2. an encumbrancer takes possession, or a receiver is
appointed, of any of the property or assets of the Buyer; or
11.1.3. the Buyer ceases, or threatens to cease, to carry on
11.1.4. the Seller reasonably apprehends that any of the events
mentioned above is about to occur in relation to the Buyer and notifies the
11.2. If this Condition applies then, without prejudice to any
other right or remedy available to the Seller, the Seller shall be entitled to
cancel the Contract or suspend any further deliveries under the Contract
without any liability to the Buyer, and if the Goods have been delivered but
not paid for the price shall become immediately due and payable notwithstanding
any previous agreement or arrangement to the contrary.
12.1. Any notice required or permitted to be given by either
party to the other under these Conditions shall be in Writing 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.
12.2. 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.
12.3. If any provision of these Conditions is held by any court,
the Competition Authority or any other 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
12.4. The Contract shall be governed by the laws of the Republic
of Ireland, and the Buyer agrees to submit to the non-exclusive jurisdiction of
the courts of the Republic of Ireland.
12.5 Shop Equipment
reserves the right to share details of our trading history with a third party
for any commercial sensitive reason