J. MCKENNA LIMITED - CONDITIONS OF SALE
AGREEMENT FOR SUPPLY OF GOODS
Customer's order for goods as described overleaf (the “Goods”), constitutes an
offer by the Customer to purchase the Goods in accordance with these Conditions
and the Terms and Conditions provided to the Customer and agreed to upon
opening their account with J. McKenna Limited (the “Supplier”). These
Conditions are supplementary to the Terms and Conditions and where a conflict
occurs the Terms and Conditions shall take precedence.
Conditions apply to the Contract to the exclusion of any other terms that the
Customer seeks to impose or incorporate, or which are implied by law, trade
custom, practice or course of dealing. The Customer is responsible for ensuring
that the terms of the order and any applicable specification submitted by the Customer
are complete and accurate. A quotation for the goods given by the Supplier
shall not constitute an offer. The order shall only be deemed to be accepted
when the Supplier confirms the acceptance of the order, at which point the
Contract shall come into existence.
samples, drawings, descriptive matter or advertising produced by the Supplier
and any descriptions or illustrations contained in the Supplier's catalogues or
brochures are produced for the sole purpose of giving an approximate idea of
the Goods referred to in them.
DELIVERY, TITLE AND QUALITY
1.4 Where the
Goods are: (a) to be delivered the Supplier shall deliver the Goods to the
location set out in the order or such other location as the parties may agree
at any time after the Supplier notifies the Customer that the Goods are
ready; or (b) to be collect from
McKennas Yard or such other location as may be advised by the Supplier prior to
delivery within 3 business days of the Supplier notifying the Customer that the
Goods are ready. Delivery is completed on the completion of loading of the
Goods at McKennas Yard or unloading if delivered.
are valid for 14 days, subject to stock availability. Any dates quoted for
delivery are approximate only, and the time of delivery is not of the essence.
The Supplier shall not be liable for any delay in delivery of the Goods that is
caused by force majeure or the Customer's failure to provide the Supplier with
adequate delivery instructions or any other instructions that are relevant to
the supply of the Goods.
1.6 Goods will
be supplied to nearest standard unit of that product. If the Supplier delivers
up to and including 5% more or less than the quantity of Goods ordered the
Customer may not reject them, but on receipt of notice from the Customer within
48 hours that the wrong quantity of Goods was delivered, the Supplier shall
make a pro rata adjustment to the invoice for the Goods.
Supplier may deliver the Goods by instalments, which shall be invoiced and paid
for separately. Each instalment will constitute a separate contract. Any delay
in delivery or defect in an instalment shall not entitle the Customer to cancel
any other instalment.
1.8 The risk
in the Goods shall pass to the Customer on completion of delivery. Title to the
Goods shall not pass to the Customer until the earlier of: (a) the Supplier
receives payment in full (in cash or cleared funds) for the Goods; and (b) the
Customer resells the Goods, in which case it does so as principal and not as
the Supplier’s agent; and title to the Goods shall pass from the Supplier to
the Customer immediately before the time at which resale by the Customer
title to the Goods has passed to the Customer, the Customer shall: (a)
store the Goods separately from all
other goods held by the Customer so that they remain readily identifiable as
the Supplier's property; (b) not remove, deface or obscure any identifying mark
or packaging on or relating to the Goods; (c) maintain the Goods in
satisfactory condition and keep them insured against all risks for their full
price from the date of delivery; (d) notify the Supplier immediately if it
becomes subject to any debt collection proceedings; and (e) give the Supplier
such information as the Supplier may reasonably require from time to time
relating to: the Goods; and the ongoing financial position of the Customer.
1.10 At any time
before title to the Goods passes to the Customer, the Supplier may: (a) by
notice in writing, terminate the Customer's right to resell the Goods or use
them in the ordinary course of its business; and (b) require the Customer to
deliver up all Goods in its possession that have not been resold, or
irrevocably incorporated into another product and if the Customer fails to do
so promptly, enter any premises of the Customer or of any third party where the
Goods are stored in order to recover them.
Supplier warrants that on delivery the Goods shall conform in all material
respects with their description and any applicable specification and be free
from material defects in design, material and workmanship. If the Customer
gives notice in writing to the Supplier within 3 days of delivery or the
earliest possible date of discovery that some or all of the Goods are damaged
or defective the Supplier shall take such action as is set out in the Terms and
Supplier accepts no responsibility or liability where the Goods have been
affected by misuse, neglect, accident, improper storage, installation, repair
responsibility for proper installation and use of the Goods resides with the
Customer and they should ensure in particular that: (a) floors be installed by
professionals in accordance with best industry standards and not laid on
concrete with a moisture content of 3% or more; and (b) doors and plywood
installation should be sealed appropriate on all edges. Returns of non stock
items, special orders, slates, paster and bagged products will not be accepted.
PRICE AND PAYMENT
1.14 The price
of the Goods shall be the price set out in the order, or, if no price is
quoted, the price set out in the Supplier's established price list in force as
at the date of delivery.
Supplier may, by giving notice to the Customer at any time up to the day of
delivery, increase the price of the Goods. The price of the Goods excludes
amounts in respect of value added tax (VAT), which the Customer shall
additionally be liable to pay to the Supplier at the prevailing rate, subject
to the receipt of a valid VAT invoice.
Supplier may invoice the Customer for the Goods on or at any time after the
completion of delivery. The Customer shall pay each invoice submitted by the
Supplier upon delivery (or collection as the case may be) or in accordance with
any credit terms agreed by the Supplier and confirmed in writing to the
Customer and time for payment shall be of the essence of the Contract. Interest
will be payable on any overdue amounts on the amount of any such overdue
amounts together with interest thereon at the rate of 8% per annum calculated
on the unpaid amount, from the due date until payment date.
1.17 All amounts
due under the Contract shall be paid in full without any set-off, counterclaim,
deduction or withholding.
limiting its other rights or remedies, the Supplier may terminate the Contract
with immediate effect by giving written notice to the Customer if the Customer
fails to pay any amount due under the Contract on the due date for payment.
1.19 Nothing in
the Contract limits any liability which cannot legally be limited, including
liability for: death or personal injury caused by negligence; fraud or
fraudulent misrepresentation; breach of the terms implied by section 10 of the
Sale of Goods and Supply of Services Act 1980; or defective products under the
Defective Products Act 1991.
1.20 Subject to
clause 1.19, the Supplier's total liability to the Customer shall not exceed
the value of the Goods.
1.21 Subject to
clause 1.19, the following types of loss are wholly excluded: loss of profits;
loss of sales or business; loss of agreements or contracts; loss of anticipated
savings; loss of use or corruption of software, data or information; loss of or
damage to goodwill; and indirect or consequential loss
1.22 The sale of
goods under these conditions shall be governed and construed in accordance with
Irish law and each party hereby submits to the exclusive jurisdiction of the
Irish courts for the resolution of disputes hereunder.