1. The Goods.
The quantity and description of the Goods shall be as set out in CELTIC TELECOM CONSULTANTS LIMITED Invoice.
2. Conditions of Purchase
a. These conditions shall apply to this contract for the sale of Goods by CTC Telecom to the Buyer to the exclusion of all other terms and conditions whether written or oral and including any terms or conditions which the Buyer may purport to apply under any Purchase Order or similar document.
b. Approval or acceptance of CTC Telecoms Invoice shall be deemed conclusive evidence of the Buyer's acceptance of the conditions. Any variation of these conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by CTC Telecom.
3. Delivery of Goods
a. Unless otherwise stated, terms of sale are ex-works CTC Telecom address.
b. In all cases the Goods may be collected or delivered by CTC Telecom.
4. Acceptance of the Goods
a. The Buyer shall be deemed to have accepted the Goods after delivery to, inspection by and payment of the Goods by the Buyer.
b. After acceptance, the Buyer shall not be entitled to reject Goods, which are in accordance with the contract other than in accordance with condition 5 of these conditions.
5. Claims for Defects, Damage, Loss or non-Delivery
CTC Telecom shall afford the Buyer an opportunity to inspect the Goods during a period ending at least 3 days before scheduling delivery. The event the Buyer shall inspect the Goods at least (1) one day before scheduled delivery, notify CTC Telecom of any alleged defect, shortage in quantity, damage or failure to comply with description or sample.
6. Warranties and Liabilities
CTC Telecom warrants that the Goods will at the time of delivery correspond to the description given by CTC Telecom and comply with all other warranties, conditions of terms relating to fitness for purpose, merchantability, quality or condition of the Goods and whether implied by statute or common law or otherwise made by CTC Telecom, or its servants or agents or otherwise.
Payment shall be due in line with agreed accounting terms.
8. Liability for delay in delivery
CTC Telecom shall be liable for any loss or damage whatever due to failure by CTC Telecom to deliver the goods (or any of them) promptly or at all.
9.Limitation of CTC Telecoms liability
a. CTC Telecoms liability does not extend to any injury or damage suffered by any third party or subsequent user of the product caused by negligent manufacture of the product or otherwise.
b. CTC Telecom shall not be liable for any direct or indirect loss and / or expense (including loss of profit) suffered by the Buyer resulting from an act or omission of CTC Telecom.
10. CTC Telecoms Retention of Title
a. Notwithstanding delivery and passing of risk, the Goods shall remain the property of CTC until:
b. Until title to the Goods has passed, the Buyer shall be in possession of the Goods in a fiduciary capacity and shall: (i) not part with possession of the Goods; (ii) take proper care of the Goods and take all reasonable steps to prevent any damage to or deterioration of them; (iii) keep the Goods free from any charge, lien or other encumbrance; (iv) store the Goods in such a way as to show clearly that they belong to CTC; and (v) give CTC such information relating to the Goods as CTC may from time to time require.
c. CTC reserves the right to repossess and resell any of the Goods to which it has retained title. CTC's consent to the Buyer's possession of the Goods and any right the Buyer may have to possession of the Goods shall in any event cease upon the happening of any of the events set out in Clause 7.
d. The Buyer grants an irrevocable right and licence to CTC and its employees and agents to enter the Buyer's premises with or without vehicles during normal business hours for the purpose of inspecting and /or repossessing Goods to which it has retained title. This right and licence shall continue to subsist notwithstanding the termination for any reason of this contract and is without prejudice to any accrued rights of CTC under the terms herein or otherwise.
e. Notwithstanding the other terms herein, CTC may: (i) bring an action against the Buyer for the price of the Goods in the event of non-payment by the Buyer by the due date even though title to the Goods has not passed to the Buyer; and/or (ii) by notice to the Buyer at any time after delivery, pass title in the Goods to the Buyer with effect from the date of notice.
f. Nothing in the terms herein shall confer any rights upon the Buyer to return the Goods to CTC.
g. If the Buyer: (i) fails to comply with any of the terms herein (including, without limitation, those stipulating payment); (ii) commits any act of bankruptcy, makes an arrangement or composition with its creditors, or suffers any distress or execution; or (iii) resolves, or is ordered, to be wound up or has a receiver, examiner or other similar officer appointed; THEN, in any such event, CTC shall have the right (without prejudice to any other remedies) to cancel any uncompleted order and withhold or suspend deliveries of further Goods and demand payment forthwith of all outstanding sums due by the Buyer to CTC in respect of any other contracts or arrangements.
h. In the event of CTC's exercising any rights it may have to stop Goods in transit because of the Buyer’s financial condition, CTC may at its option resell such Goods without notice to the Buyer and without affecting CTC's rights to hold the Buyer liable for any loss or damage caused by breach of contract by the Buyer.
i. All risks, whether insurable or otherwise, relating to the Goods shall, notwithstanding the provisions of the other terms herein, pass to the Buyer on delivery to the Buyer's premises or to such other premises as shall have been stipulated by the Buyer in its order.
j. From the date of delivery of the Goods until CTC is paid in full for the Goods, the Buyer shall: (i) indemnify and keep indemnified CTC against any and all loss of and damage to the Goods and against any reduction in the resale value thereof below the price to be paid therefore by the Buyer; (ii) insure and keep insured the goods in an amount at least equal to the price together with Value Added Tax and any applicable taxes or duties to be paid therefore by the Buyer; and (iii) hold upon trust for CTC absolutely all proceeds of such insurance.
k. All the terms herein are distinct and severable, and if any term or provision is held or declared to be unenforceable, illegal or void in whole or in part by any court, regulatory authority or other competent authority, or is or becomes illegal or unenforceable under any enactment or rule of law, it shall to that extent be deemed not to form part of the terms herein, and the enforceability, legality and validity of the remainder of the terms herein shall not be affected.
The Buyer may cancel this contract three days before the Goods are delivered by giving written notice. On giving such notice CTC Telecom shall promptly repay to the Buyer any sums paid in respect of the price. The Buyer shall not be liable for any loss or damage whatever arising from such cancellation.
Any provision of this contract, which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not effect any other provision of this contract.
No waiver or forbearance by the Buyer (whether express or implied) in enforcing any of its rights under this contract shall prejudice its right to do so in the future.
14. Force Majeure Clause
Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party.
15.Choice of Law and Jurisdiction
a. The Law of Ireland governs this contract.
b. All disputes arising out of this contract shall be subject to the non-exclusive Jurisdiction of the courts of Ireland.
c. Any dispute arising out of the contract shall be referred to arbitration by a single arbitrator appointed by agreement or nominated by the President for the time being of the Incorporated Law Society of Ireland in accordance with the Rules of Arbitration Acts, 1954 to 1980.