Browsers Paradise Ltd. is referred to as the “the Company” and the person, firm or company dealing with the Company as buyer or otherwise named in any quotation or order shall be “the Customer”. “Contract” shall mean any contract whether oral or in writing made between the Company and the Customer. “Goods” shall mean the goods (including any instalment of the goods or any parts of them), which the Company is to supply to the Customer in accordance with the terms of the Contract.
2. BASIS OF SALE
In the absence of any special arrangement (which shall not bind the Company unless made in writing and signed on behalf of the Company by a person duly authorised for that purpose) these Conditions shall apply to all quotations and confirmation of orders given by the Company and all Contracts and shall override any other terms or conditions proposed or stipulated by the Customer. The Company’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company or its duly authorised representative in writing. In entering into a Contract the Customer acknowledges that it does not rely on and waives any claim for breach of any such representations, which are not so confirmed. A deposit of 30% is required prior to an order being processed; in the event of bespoke furniture 50% is required. Payment of the balance due will be required PRIOR to delivery.
3. ORDERS AND SPECIFICATIONS
The Company reserves the right to make any changes in the specification of the Goods which may be required to conform with any applicable safety or other statutory requirements PROVIDED THAT such changes shall not materially affect the quality of performance of the Goods.
4. GOODS SOLD DURING SALES
Where any of the Goods are sold by the Company to the Customer at sale or promotional prices they shall not be subject to further price discounts.
All prices quoted by the Company are inclusive of Value Added Tax. Payment for the Goods shall be paid in full prior to delivery. All Goods supplied to the Customer by us remain the property of Browsers as such time as payment in full has been received, and cleared through the banking system. In event of the customer being in default of payment Browsers may remove and resell the Goods. The Customer will grant the Company irrevocable permission to enter their premises at any time to examine and/or recover the Goods. If the price of the Goods or any part thereof shall remain unpaid the Company reserves the right to suspend deliveries until all monies due from the Customer to the Company are paid and to appropriate any payment made by the Customer to such of the Goods (or the Goods supplied under any other Contract) between the Customer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Customer). The time of payment of the price of the Goods shall be of the essence of the Contract.
Any delivery of the Goods pursuant to a Contract shall be deemed to constitute a separate contract to which the terms and conditions hereof shall be mutatis mutandis applied PROVIDED THAT this condition shall be subject to and shall in no way detract from the rights of the Company to suspend or terminate the whole Contract of which the delivery forms a part in circumstance mentioned in Condition 13 and failure by the Company to deliver any one or more instalments comprised in an order in accordance with these Conditions or any claim in respect of any one or more such instalments shall not entitle the Customer to treat the Contract as a whole as repudiated. Delivery of the Goods will only be made by the Company between Monday and Friday (other than Bank Holidays) and any time or date for the dispatch or delivery of the Goods or for the commencement or completion of work whether specified in the contract or otherwise given by the Company shall be taken as an estimate made by the Company in good faith which the Company shall use the best endeavours to fulfil but which shall not be binding on the Company either as a term of the Contract or otherwise. In no circumstances shall the Company be liable for any loss or damage sustained by the Customer in consequence of any failure by the Company to adhere to such times or dates or in consequence of any other delay in each dispatch delivery commencement or completion however caused. If the customer shall for any reason fail to take delivery of goods within 14 days of receipt by the customer of notice from the Company that the same are ready then notwithstanding the standard terms of payment the whole of the price of the Goods shall become immediately due and payable by the Customer. Delivery of the Goods shall be deemed to take place: where the Company undertakes the delivery of the Goods, when the Goods are unloaded from the Company vehicle and (where reasonably practicable) placed in the property specified by the Customer or unloaded from a carrier at the station or location specific by the Customer. Where the Customer undertakes the delivery of Goods when the Goods are loaded into the Customers vehicle or his designated carrier at the premises of the company or other pre-arranged location.
7. OWNERSHIP AND RISK
RISK Any Goods sent abroad by the Company at the Customers request shall be at the sole risk of the Customer. IN case of Goods delivered within the Republic of Ireland the risk of such Goods shall pass to the Customer from the time they are with the carrier in accordance wit the preceding condition.
OWNERSHIP Notwithstanding that the Customer or its agents obtain possession of the Goods, all or any such Goods shall remain the property of the Company until the Company has received in cash or cleared funds payment in full for such Goods and any other Goods supplied to the Customer by the Company under the Contract to which the Goods relate and the Company shall be entitled to all rights of access in the Customers premises to enforce its rights hereunder. If the Customer does not pay for the Goods by the due date or dates for payment the Company may (without prejudice to any of its other rights) sell or otherwise deal with or dispose of the said Goods in such a manner as it may deem fit.
8. LOSS OR DAMAGE IN TRANSIT
Where the Company has agreed to deliver the Goods it shall not be liable for any loss or damage to the Goods in transit unless written notice of such loss or damage is given by the Customer to the Company within three working days of the date of delivery. The Customer is advised to open and examine all Goods upon receipt. Any liability which the Company may incur for non-delivery loss of or damage to Goods shall in any event be limited to the invoice value of the Goods not delivered, lost or damaged and in no circumstances whatsoever shall the Company be liable for any indirect or consequential loss howsoever caused.
9. FORCE MAJEURE
The Company shall be relieved of all or any of its obligations under the Contract to the extent that performance of such obligations is prevented frustrated impeded or delayed in consequence of any statute regulation or order of any government or other authority or any strike lock-out or trade dispute (whether involving the Company’s employees of those of other parties) or any other cause whether or not of a like or similar nature beyond the company’s control.
10. DEFECTIVE GOODS
Subject to the provisions of Condition 8(1) the Company will at its option repair replace or refund the Customer with the full purchase price of Goods sold and delivered which upon delivery are defective by reason of faulty materials or otherwise PROVIDED THAT written notice of any such defect shall be given by the Customer to the Company within one month of delivery of the Goods. The Company shall not be liable in respect of any defect in the Goods where such defect arises from or is otherwise attributable to any drawing design or specification supplied by the Customer.
11. LIMITION OF LIABILITY
Subject to Condition 1.1(b) Below where the Goods are sold to the person dealing as a consumer the Company’s liability (if any) whether in contract, tort or otherwise in respect of any defect in the Goods or for any breach of the Contract or of any duty owed to the Customer in connection therewith shall be limited in aggregate to the price of the goods. Where the Goods are sold to a person dealing as a consumer nothing in these Conditions shall affect the statutory rights of the Customer. In this Condition the word “Goods” shall include goods supplied pursuant to the provisions of Condition 10.
The Company shall have a general lien over all Goods and property o the Customer in the possession of the Company in respect of all unpaid debts due from the Customer to the Company.
If the Customer shall: make default in or commit any material breach of the terms and conditions of any Contract with the Company; or commit any act of bankruptcy or an order shall be made or an effective resolution shall be passed for the winding up of the Customer (other than for the purposes of amalgamation or reconstruction) or a meeting shall be convened for the purpose of considering a resolution that the customer shall be so wound up; or convene a meeting for the purposes of making or proposes or enters into any arrangement or composition for the benefit of its creditor; THEN AND IN THAT EVENT the Company shall have the right without notice to the Customer and without prejudice to any other claim or right which the Company may make or exercise to determine all or any of its Contracts then outstanding with the customer
No waiver by the Company of any breach of the Contract shall be considered as a waiver of any subsequent breach of the same or any other provision of that contract. These Conditions and all Contracts between the Company and the Customer shall be governed by and construed in accordance with Irish Law and the Company and the Customer submit to the jurisdiction of the Courts of Republic of Ireland. 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 and of these Conditions shall remain unaffected thereby.
(i) All communications hereunder shall be sent to the Company at Upper William Street, Limerick, quoting the Order Number and to the Customer at the address to which the contract is sent or to such other addresses as the Customer may stipulate in writing to the Company (ii) Communications sent by cable facsimile transmission or telex or delivered in person shall be deemed to have arrived when sent or as the case may be delivered. Communications sent by first class inland post or by Airmail post from overseas shall be deemed to have arrived 48 hours and seven days after posting respectively.