All contracts entered into with The Botany Weaving Mill Ltd registered office at Vauxhall Avenue, Cork Street, Dublin, Ireland (herein called the seller) and any person, Firm or Company (herein called the buyer) purchasing the goods from the seller shall be subject to the general terms and conditions set out below, in addition to any particular contract, and in case of conflict between such special written terms and these general terms and conditions the provision of such special terms shall apply. Unless otherwise expressly agreed by the seller in writing no terms or conditions of sale which are at variance with these terms and conditions or of any special terms shall be construed as having any effect on any contract to which these terms and conditions apply. Other terms and conditions, especially any general terms and conditions of purchase submitted by the buyer, are binding to the seller only of the latter confirms these in writing to the buyer.
Acceptance of Quotation
No quotation issued by the seller is to be treated as an offer by the seller, but as a basis to treat open for a period of not less than thirty days from the date of quotation. If an order is placed on the basis of such quotations, such order will be treated an offer subject to these terms and conditions and shall not be binding upon the seller unless accepted by them in writing.
Confirmation of Purchase Orders
Purchase orders placed by the customer on us can be cancelled without penalty within 48 hours of being placed. After 48 hours has elapsed from date of placing of PO, we are unable to cancel the PO as we have committed to the purchase of the raw material.
Quotation of Prices
All prices are quoted as being nett and unless otherwise stated are exclusive of VAT customs duties and import levies or any similar duties or levies. All prices quoted are, unless otherwise stated in writing, subject to variation without notice.
- The terms are strictly nett cash within 30 days of the date of the invoice unless otherwise stated in writing
- The seller holds title to the goods until payment has been received in full for any and all amounts owing between the buyer and the seller
- Without prejudice to any other rights of the seller, if any payment from the buyer is overdue the seller may withhold deliveries of such goods under any outstanding contract or Purchase Order between the seller and the buyer, in all respects as if the buyer had been in breach thereof, and in particular but without prejudice to the generality of the foregoing the seller may sell such undelivered goods and claim the difference in price (if less than the contract price) from the buyer but without being obliged to account to the buyer for any difference in price (if more than the contract price)
- The buyer shall discharge and indemnify the seller against any warehousing charges, demurrage or other cost or expense incurred in relation to any goods sold by the seller to the buyer
- Delivery shall be effected when the goods are delivered to the delivery address stated on the buyer’s order
- The seller will use its best endeavours to fulfil delivery dates quoted, promised or requested but shall not be liable to make good any loss or damage, howsoever arising (whether directly or indirectly) out of delay in delivery, nor shall orders be voidable for that reason.
Carriage and Packing
Unless otherwise agreed in writing between the seller and the buyer, prices quoted by the seller are on an ex works basis and where the seller agrees to deliver goods otherwise than on an ex-works basis, the buyer shall pay the sellers charges for transport, any special packaging and insurance.
Goods supplied in accordance with the order cannot be returned without the seller’s written consent. Application for such consent can only be considered within 30 days of Invoice and must be in writing stating date and number of invoice and reason for suggested return. Duly authorised returns must be sent carriage paid to the seller and the seller advised in writing stating the seller’s authorisation reference. The buyer will pay on demand the seller’s administration charges in relation to such authorised returns and the cost of any repackaging required to restore the goods to saleable condition.
The seller will not accept any responsibility whatsoever for claims in respect of free replacement of the product or the end product it is made up into for flaws, quality compensation or returns for any goods (fabric or carpet) that have been cut up and made into finished product – for example seat fabric made up into seat covers, curtain fabric made up into curtains, carpet made up into carpet kits etc.
Where the seller agrees to replace the product it has sold to the buyer, it will only replace the product (be it fabric or carpet) itself and not the end product that it may be made up into, i.e. made up seat covers, curtains or carpet kits or whatever the end product may be. The seller also does not accept any liability for consequential loss, contingent liability or revenue loss or any other possible liability or cost incurred by the customer as a result of the suppliers product being faulty or agreeing to supply replacement fabric or carpet free of charge.
Damage or Loss In Transit
The seller will not be liable for any damage or loss in transit from whatsoever cause.
Reservation of Proprietary Rights
The goods shall only become the property of the buyer when the latter has met all obligations arising from the agreement.
Descriptive Matter and Illustration
All illustrations, drawings catalogues and descriptive matter are of a generally informative nature only and do not form part of the specification or description of the goods, except to the extent expressly incorporated in them in writing, the seller reserves the right to make without notice modifications in specification as it deems to be necessary or desirable. The buyer shall not be entitled to object or reject the goods or any of them by reason of such modification
When the goods are delivered or shipped in lots or by instalments the contract shall be construed as a separate contract in respect of each lot or instalment subject to these terms and conditions and any special terms and conditions incorporated in the contract in writing for each lot of instalment and the rights and liabilities of the seller and the buyer respectively shall be the same as though a separate contract to such terms and conditions had been made for each lot or instalment
Deliveries may in absolute discretion of the seller be partially or totally suspended by the seller during any period in which they may be prevented from manufacturing, supplying or delivery by normal route or means of delivery the goods through any circumstances beyond the sellers control including without prejudice to the generality of the foregoing, strikes lock outs or other industrial action or the reasonable apprehension thereof, civil disturbances, war, acts of god, fire, explosion, storm, flood, tempest, seizure, arrest or requisition of goods or with all the materials from which they are ordinarily made, failure of sources of materials and/or raw materials required for the manufacture of goods, government regulations, requirements or license restrictions, shortage or delay in obtaining fuel supply (including electricity supply) or material.
If the total or partial suspension of the contract shall exceed a reasonable period, the contract may be cancelled by either party by written notice to the other. Such termination shall not prejudice the right of the seller to require the buyer to take delivery of (and pay for) such of the goods as are or may be available for delivery (whether before or after such termination) and shall be without prejudice to any rights which may be accrued to either party prior to the dates of such termination. The seller shall not be under any liability arising out of such failure to deliver or perform its obligations hereunder, which is directly or indirectly attributable to any event within this cause. The buyer shall forthwith amend or have amended (if required by the seller to do so) any necessary documents including letters of credit or other payment documents to allow for the delay consequent upon the occurrence of any such event as aforesaid.
Risk and Title
- Goods shall remain property of the seller until payment in full has been received by the seller for the goods and all monies owing by the buyer have been paid to the seller at the time of payment for such goods
- Until such unconditional payment the buyer shall:
- i. keep such goods in its capacity as baillee for the seller, and
- ii. store the goods separately and clearly identify the goods so that they can be clearly recognised as the property of the seller
- If the goods or part thereof whether or not incorporated into other products or used as material for other products resold by the buyer before they have made Unconditional payment to the seller as aforesaid the buyer shall in the fiduciary capacity as agents for the seller hold all proceeds of sale in respect thereof in trust for the seller and in a separate account opened by the buyer for the purpose of receiving only the proceeds of such sales and be accountable to the seller in respect thereof.
- The buyer hereby assigns to the seller all rights and claims for which the buyer may have against its own customers arising from sales of its own customers referred to in sub clause (3) above until unconditional payment has been made to the seller in full as aforesaid.
- If property in goods has passed to the buyer, the buyer is in breach of any payment obligation hereunder or enters into liquidation, administration, examinership or suffers a receiver to be appointed the seller may give notice to the buyer terminating the contract forthwith whereupon the buyer shall at its own expense redeliver such goods to the seller. In such case the seller may with or without previous notice take possession of and sell the goods and is in such circumstances irrevocably authorised by the buyer to enter the premises on which the goods are situated and remove the same at the buyer’s expense.
- Notwithstanding the provisions of this clause risk in all goods supplied shall pass to the buyer on delivery whereupon the buyer shall be liable for the insurance of such goods
Fitness for Particular Purpose
The seller shall be deemed not to have knowledge of either the nature of the proposed use or the purpose of the market for which the goods are required
All claims relating to goods supplied must be made in writing within 30 days of receipt of goods by the buyer or its assigned contractors. Once goods, be it seat fabric, curtain fabric or carpet rolls are cut up no claims will be entertained. Where a claim is made the buyer must cooperate fully with the seller by providing all necessary information and sufficient samples as is required by the seller to allow the seller fully investigate the claim in its entirety. Irrespective of the value of the claim, the seller is only liable for the value of the goods supplied and ordered by the buyer or its contractors and is not liable under any circumstances for any additional further added value, make up costs or costs for replacement of the finished product be that made up seat covers in the case of seat fabric, made up curtains in the case of curtain fabric, overlocked carper kits in the case of carpet rolls. Furthermore in such instances as outlined above the seller is not liable for any consequential loss, damages, claims, losses, costs, third party costs, re-certification costs, expenses and liabilities or assertion of liabilities or potential liabilities arising from any defect in the product manufactured by the supplier be it seat fabric, curtain fabric or rolls carpet.
Exclusion of Liability
- All conditions, guarantees or warranties, whether express or implied by statute, common law or otherwise are hereby excluded
- The seller shall in no circumstances be liable for consequential losses of any kind arising directly or indirectly from or in consequence of the sale of any goods by the seller or the use of any of the sellers goods or any advice or recommendation made by the seller in respect of the goods or their use.
Third Party Industrial Rights
Where goods are supplied to the buyer drawings, designs or specifications the buyer warrants the manufacture, supply or sales by the seller will not infringe any patent or registered design or (in respect of the Republic of Ireland) equivalent industrial property right or any copyright and will indemnify the seller against all liability for any infringement and against all actions, proceeding, claims, costs demands and expenses in relation thereto
These terms and conditions and all contracts to which they apply shall in all respects be governed by and in accordance with the law of the Republic of Ireland and shall be to the jurisdiction of the Irish Courts.