Terms & Conditions
TERMS & CONDITIONS OF SALE
All orders for goods placed by the Purchaser (“the Purchaser”) which are accepted by Direct 2 Opticians are accepted subject to the following terms and conditions, which shall form part of and govern the contract of sale. Acceptance of goods is deemed to be acceptance of these conditions of sale, the terms of any supply agreement that you may have with Direct 2 Opticians and your trading terms. Any term sought to be imposed by the Purchaser, either in a document or otherwise, that conflicts with or adds to these conditions is not accepted.
1. PAYMENT AND PRICE
Payment shall be due by the 28th of the month following the month of delivery by bank transfer or cheque unless alternative terms operate with the specific agreement of both parties. Time of payment shall be of the essence.
The invoice price for the goods shall be based on the applicable Direct 2 Opticians current trade prices that are subject to change and orders are accepted on the basis that the prices charged should be the prices ruling at the date of despatch.
Price lists do not constitute an offer.
Unless otherwise agreed in writing the Purchaser shall make all payments due to Direct 2 Opticians without deduction retention, set off or counterclaim of any kind.
Direct 2 Opticians reserves the right if it deems fit to charge interest on overdue payments accruing on a daily basis at two per cent above the ECB base rate ruling from time to time.
Direct 2 Opticians may suspend deliveries for any account that is in arrears. Also if Direct 2 Opticians shall in good faith consider the financial condition of the Purchaser does not justify delivery on the terms of payment agreed D J Blee may suspend delivery and require full or partial payment in advance as a condition of delivery.
2. AVAILABILITY OF GOODS
Direct 2 Opticians will use its best endeavours to comply with the date named for despatch or delivery but such date is given and intended as an estimate only and is not to be of the essence of the contract. If owing to non-availability of the goods or any other cause beyond Direct 2 Opticians reasonable control, Direct 2 Opticians shall be unable to effect delivery hereunder either party shall be at liberty to determine the contract or part thereof by giving notice in writing to the other.
Direct 2 Opticians may make delivery by instalments, each of which shall constitute a separate agreement to which these terms shall apply.
3. TITLE AND RISK
(i) Title to and property in the goods (at law and in equity) will remain in Direct 2 Opticians and the goods will be held by the Purchaser on Direct 2 Opticians behalf in a fiduciary capacity and must be stored separately from all other goods, clearly labelled as Direct 2 Opticians property and showing their date of delivery, until Direct 2 Opticians has received in full the invoice price and all other amounts due from the Purchaser to D J Blee. At any time after the due date for payment of any amount by the Purchaser to Direct 2 Opticians and so long as Direct 2 Opticians has not received in full all amounts owing from the Purchaser Direct 2 Opticians shall be entitled at the Purchaser’s expense to require the Purchaser to return to D J Blee and/or to enter the Purchaser’s premises (and to exercise as agent for the Purchaser the Purchaser’s right to enter the premises of any other person where the goods may be) to check the stock of goods and/or to remove all goods which remain Direct 2 Opticians property. Any exercise by Direct 2 Opticians of its rights hereunder shall be without prejudice to any other remedies it may have.
(ii) The Purchaser may in the ordinary course of business, unless and until notified by Direct 2 Opticians to the contrary, sell any goods held on behalf of Direct 2 Opticians in accordance with paragraph 3 (i).
(iii) Except as otherwise agreed in writing, from the time of despatch of the goods by Direct 2 Opticians until the time of their arrival at the Purchaser’s premises nominated in the order the risk of loss or damage to the goods shall be borne by D J Blee: thereafter the goods shall be at the risk of the Purchaser and as long as they remain the property of Direct 2 Opticians the Purchaser shall keep them fully insured.
(i) Save as provided below:-
(a) Direct 2 Opticians will not be liable for any damage to the goods during carriage unless D J Blee is notified in writing of a claim by the Purchaser in respect of such damage within three days of delivery otherwise than by endorsement on the carrier’s delivery note.
(b) Direct 2 Opticians will not be liable for non-delivery of any goods comprised in an invoice unless the claim for non-delivery is notified in writing to D J Blee within fourteen days from the date of invoice or where an estimated arrival time has been given or where delivery would have taken place in the ordinary course of business, upon the expiry of such time.
(c) Direct 2 Opticians will not be liable for any discrepancy in quantity or type between goods delivered and the particulars given on the delivery note unless D J Blee is notified in writing by the Purchaser within three days of delivery otherwise than by endorsement on the carrier’s delivery note and the onus is on the Purchaser to prove shortage.
The above notifications are required to enable Direct 2 Opticians to notify carriers and/or insurers as the case may be of such damage, non-delivery or discrepancy and the Purchaser should be aware that failure to notify transit queries within the time limits set out above may restrict and result in the inability of the carriers to provide the Purchaser with evidence or proof of delivery. If the Purchaser fails to give the notices as required above Direct 2 Opticians shall not be under any liability whatsoever arising out of any damage to, non-delivery of, or discrepancy in the goods.
5. RETURNED GOODS
(i) D J Blee will not accept returned goods for credit or rectification unless such return has been authorised by Direct 2 Opticians and the goods are received by Direct 2 Opticians packed in an outer cardboard box, with the goods unmarked, unopened and in a re-saleable conditionDirect 2 Opticians may at its sole discretion decide whether to accept the return of the goods or to rectify the goods or whether to issue a credit note in respect thereof.
(ii) The Purchaser shall unless otherwise stated be responsible for the cost of carriage and insurance in respect of all goods returned by the Purchaser to Direct 2 Opticians for service or credit, which goods shall be at the risk of the Purchaser until actual receipt, thereof by Direct 2 Opticians.
(iii) Direct 2 Opticians reserves the right to make a charge for the cost of labour and parts not covered by its warranty or guarantee in respect of any faulty goods returned by the Purchaser to the service department otherwise than pursuant to conditions 4 and 5.
6. PURCHASER’S BREACH
In the event that the Purchaser defaults or is in breach of any of the terms of this or any other contract with Direct 2 Opticians or upon the occurance of an Insolvency Event then all amounts owing from the Purchaser to Direct 2 Opticians shall become immediately due and payable and the Purchaser’s authority to sell the goods under condition 3 (ii) shall be automatically revoked. Direct 2 Opticians may elect not to deliver the goods except against payment in cash of all amounts due from the Purchaser and/or may suspend further deliveries under any unfulfilled contracts.
(i) If any part of these conditions shall be found to be unenforceable it shall not affect the validity or enforceability of the remainder of the conditions.
(ii) This contract is made in Ireland and shall in all respects be governed by and construed in accordance with Irish law.
(iii) In respect of any dispute arising out of a contract of sale to which these conditions relate the parties submit to the exclusive jurisdiction of the Courts of Ireland.
8. TERMINATION OF SUPPLY
Any supply agreement, which is created by reference to these Conditions of Sale, may be terminated (without prejudice to the terms hereof):-
(a) immediately by either party giving written notice if an Insolvency Event occurs;
(b) immediately by either party if the other party fails to remedy any breach of this agreement within 30 days of receiving notice of such breach; or (c) by either party giving three months’ notice in writing to the other.
An “Insolvency Event” means any of the following:
(a) the Purchaser fails to pay any sum due to D J Blee within 60 days of that payment becoming due or the Purchaser is unable to pay its debts within the meaning of section 214(b) or (c) of the Companies Act, 1963 when they become due or any statutory modification or enactment thereof or certifies that it is unable to pay its debts as and when they fall due;
(b) an order is made or an effective resolution passed for the winding up of the Purchaser (other than a winding up for the purposes of a solvent amalgamation or reconstruction); an encumbrance takes possession or an examiner or receiver or administrative receiver is appointed over the whole or material part of the assets or undertaking of the Purchaser; the Purchaser seeks to enter into a voluntary arrangement or other scheme or arrangement with any of its creditors; an equivalent event occurs in a foreign jurisdiction; or
(c) the Purchaser stops payment of its debts or ceases or threatens to cease to carry on its business or the greater part of its business.