Terms & Conditions of Sale
These Terms and Conditions (which supersede all earlier Terms and Conditions), shall apply to all sales occurring on or after 3 January, 2017. No variation (including in particular any terms and conditions on the Equipment’s contract or order form), whether before or after the making of the contract, shall have effect unless expressly agreed to in writing by Credebt Exchange Limited, (hereinafter referred to as “The Seller”).
There shall be no contract between the Seller and the Buyer until the Equipment’s order is accepted by the Seller.
“Buyer” means the buyer of the Equipment from the Seller pursuant to the Contract.
“Contract” means a purchase order made by the Buyer and accepted by the Buyer, and shall include the provisions of these Terms and Conditions of sale which shall form part of all all Contracts.
“Delivery Date” means the date on which title to the Equipment is transferred by the Seller to the Buyer, in accordance with the provisions under the paragraph entitled Transfer of Ownership below, and the terms “Deliver” and “Delivered” shall be construed accordingly;
“Euro” means the single currency of any member state of the European Communities, that adopts or has adopted such currency as its lawful currency in accordance with legislation relating to the European Monetary Union of the European Union;
“Equipment” means the goods described in the schedule attached hereto
“VAT” means value added tax, sales tax, and any other tax of a similar nature which may replace it or be substituted therefore;
Transfer of Ownership
The property in the Equipment shall remain in the Seller until the Seller has received payment in full for all sums due and owing on any account by the Equipment. The sale of the Equipment by the Seller to the Buyer shall be effected, and title to the Equipment shall pass from the Seller to the Buyer directly by delivery, and the Delivery Date shall be deemed to have occurred, on the date of payment in full of the Purchase Price.
If the Buyer shall sell or otherwise dispose of the Equipment before payment in full as aforesaid has been made to the Seller, the Buyer shall in such case act on his own account and not as agent for the Seller and shall hold all monies received by him from such sale or disposal in trust for the Seller and shall on request furnish the Seller with the names and addresses of the persons to whom such disposal have been made together with all necessary particulars to enable the Seller to recover any outstanding sums due from such persons.
So long as the property in the Equipment shall remain in the Seller, the Buyers hold the Equipment as bailee for the Seller and store the Equipment as to clearly show them to be the property of the Seller, and the Seller shall have the right, without prejudice to the obligations of the Buyer to purchase the Equipment, to retake possession of the Equipment (and for that purpose to go upon any premises occupied by the Buyer).
For avoidance of doubt, general sale terms and conditions of the Seller and general purchasing terms and conditions of the Buyer, other than those set out in these Terms and Conditions are expressly excluded from these Terms and Conditions.
Nothing in this clause shall confer any right upon the Buyer to return the goods. The Seller may maintain an action for the payment of the Purchase Price notwithstanding that property in the goods shall not have vested in the Buyer.
The total purchase price for the Equipment shall amount to the figure states on the purchase order or the invoice if there is no purchase order, plus VAT (the “Purchase Price”).
A detailed invoice related to the Equipment, which will include all taxes due, shall be provided to the Buyer by the Seller, at the latest two (2) Business Days before the payment of the Purchase Price.
Payment of the Purchase Price shall be paid in full in cleared funds within 180 days of the invoice.
Payment shall be made by transfer to the Sellers bank account at: SWIFT/BIC: BARCIE2D and IBAN: IE05BARC99021244513404
Interest shall accrue on amounts outstanding on invoices paid after the due date at 0.04%, charged on a daily basis from the date of the invoice up to the date of payment.
Taxes and Import Duties
The Buyer shall bear all taxes, on the sale, levies, imposts, duties or other charges or withholding of a similar nature (including any penalty or interest payable in connection with any failure or any delay in paying any of the same) imposed or assessed by any authority in connection with the sale and ownership of the Equipment on or after the Delivery Date, including in particular in connection with the sale of the Equipment under these Terms and Conditions, and any import or export of the Equipment to or from any territory.
The Buyer shall indemnify the Seller fully on demand and on an after tax basis against VAT, taxes, duties, charges or stamp duties imposed on the Seller or the Buyer by any governmental entity in connection with the sale of the Equipment under these Terms and Conditions
Acceptance of the Equipment And Risk of Loss Or Damage
The Seller and the Buyer expressly recognise that the Seller was not involved in the conception, the manufacture, the assembly or the construction of the Equipment and that the choice of the Equipment was made by the Buyer. The Buyer expressly agrees that it shall be responsible for the delivery and carriage of the Equipment, and notwithstanding that the property in the goods may not have passed to the Buyer, the Buyer shall carry all risk of or damage to the goods from when the Contract is made between the Buyer and the Seller in respect of any piece of Equipment and this shall constitute delivery to the Buyer, and provisions in any consumer sale of goods act to the contrary shall not apply. It is expressly acknowledged that the Buyer is not a consumer, and therefore to the extent possible, all rights and remedies applicable to consumers under any sale of goods legislation is waived by the Buyer.
From when the risk of loss or damage to the goods commences to be carried by the Buyer until the Seller is paid in full for the goods, the Buyer shall:
- Indemnify and keep indemnified the Seller against all loss of and damage to the goods and against any reduction in the re-sale value thereof below the prices to be paid therefore by the Buyer,
- Insure and keep insured the goods in an amount at least equal to the price to be paid therefore by the Buyer, and
- Hold upon trust for the Seller absolutely all proceeds of such insurance.
The Buyer shall indemnify the Seller against all damages, penalties, costs and expenses to which the Seller may become liable as a result of work done or the supply of goods in accordance with the Buyer’s specification which involves the infringement of any letters patent, registered design, copyright, trademark or trade name or other rights of confidentiality or information or industrial, commercial or intellectual property
Default by Buyer
If the Buyer:
- Fails to comply with any term of the Contract (including stipulations as to payment);
- Commits an act of bankruptcy, liquidation, winding up or similar event or makes an arrangement or composition with creditors or suffers any distress or execution; or
- Resolves or is ordered to be wound up or has a receiver, liquidator or examiner appointed.
- Then, in such event the Seller shall have the right (without prejudice to any other remedies) to cancel any uncompleted order and withhold or suspend delivery of further goods, and to demand payment forthwith of all sums due by the Buyer to the Seller.
In the event the Seller exercises any rights it may have to stop goods in transit because of the Buyer’s financial conditions, the Seller may at its option resell such goods at public or private sale without notice to the Buyer and without affecting the Seller’s rights to hold the Buyer liable for any loss or damage caused by breach of contract by the Buyer
Warranties and Remedies for any Defects
Upon payment of the Purchase Price in full, all the warranties rights and remedies which the Seller obtained from the supplier of the Equipment to the Seller shall to the extent possible in law transfer to the Buyer and the Seller authorises the Buyer to enforce any such rights against the original supplier of the Equipment.
Provided the Buyer is not in default , at the cost of the Buyer, the Seller agrees to do or execute any such further assurances and documents required by law, or which the Purchaser considers necessary or expedient to establish, maintain, preserve or protect its rights under the Contract and generally to carry out the true intent of the Contract.
Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations which shall remain due.
These Terms and Conditions and any dispute arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of Ireland.. Any dispute arising as to the validity, construction or performance of these terms and Conditions shall be within the exclusive jurisdiction of the courts of Ireland.