Terms and conditions

Terms And Conditions
Terms & Conditions
Please read the terms and conditions below. These terms shall be deemed accepted by our
customers upon their placing of an order with us.
For the purposes of this document: – “the Seller” refers to
Gary Aiken and staff, including trading as www.cd-duplication-ireland.ie
“the Goods” refers to the Goods indicated on the Seller’s order form or other goods that may
be ordered from the Seller by whatever means.
“the Buyer” refers to the person indicated on the Seller’s order form ordering the Goods from
the Seller.
“the Order” means the order placed by the Buyer for the supply of the Goods as set out on the
Seller’s order form or otherwise.
“Specification” means the description (if any) of the Goods referred to in the Order.
“the Contract” means the Contract for the purchase and sale of the Goods in accordance with
these terms and conditions.the singular can
be interpreted as the plural and vice versa.Orders placed for the Goods shall be subject to
these conditions, whether or not specifically referred to,
and no other terms or conditions
or any prior or subsequent communications, representations or modifications shall be
effective unless specifically agreed to in writing by the Seller.
Unless otherwise agreed, payment in full for all the Goods sold shall be due prior to shipment
of the goods. No payment shall be deemed
to have been received until the Seller has received cleared funds.
All payments payable to the Seller under the Contract shall become due immediately upon
termination of this Contract despite any other provision.
The Buyer shall make all payments due under the Contract without any deduction whether by
way of set-off, counterclaim, discount, abatement
or otherwise unless the Buyer has a valid court order requiring an amount equal to such
deduction to be paid by the Seller to the Buyer.
Should the Buyer fail to make any payment due under the Contract on the due date then
without prejudice to the Seller’s other rights and
remedies the Seller may suspend performance under this contract and the Seller shall be
entitled to claim interest on the amount due under
the Late Payment of Commercial Debts (Interest) Act 1998 from the date the payment
became due until the date of the actual payment.
The risk in the Goods shall pass to the Buyer on delivery of the Goods to a carrier or where a
carrier is not used to the Buyer.
Ownership of the Goods shall not pass to the Buyer until the Seller has received in full (in
cash or cleared funds) all sums due to it in respect
of: the Goods; and all other sums which are or which become due to the Seller from the
Buyer on any account.
Until ownership of the Goods has passed to the Buyer, the Buyer must: hold the Goods on a
fiduciary basis as the Seller’s bailee; store the
Goods (at no cost to the Seller) separately from all other goods of the Buyer or any third party
in such a way that they remain readily identifiable
as the Seller’s property; not destroy, deface or obscure any identifying mark or packaging on
or relating to the Goods; maintain the
Goods in satisfactory condition and keep them insured on the Seller’s behalf for their full
price against all risks to the reasonable satisfaction of
the Seller. On request the Buyer shall produce the policy of insurance to the Seller; and hold
the proceeds of the insurance referred
to in condition on trust for the Seller and not mix them with any other money, nor pay the
proceeds into an overdrawn bank account.
The Buyer may resell the Goods before ownership has passed to it solely on the following
conditions: -any sale shall be effected in the ordinary
course of the Buyer’s business at full market value; and any such sale shall be a sale of the
s property on the Buyer’s own behalf and the Buyer shall in such circumstances hold the
entire proceeds of the sale in trust for the seller.
The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership
of any of the Goods has not passed from the Seller.
The Buyer grants the Seller, its agents and employees an irrevocable license at any reasonable
time to enter any premises where the Goods
are or may be stored in order to inspect them, or, where the Buyer’s right to possession has
terminated, to recover them.
Any time or date for delivery agreed by the Seller is an estimate only and the Seller shall not
be liable for the consequences of any delay.
If no dates are specified, delivery will be within a reasonable time.
Delivery shall be taken by the Buyer within the period (if any) named in the quotation or
Order and such full details as may be necessary
(or required by the Seller) to enable the Seller to complete delivery within that period shall be
supplied by the Buyer. If for any reason the Buyer
is unable to accept delivery of Goods at the time when the Goods are ready for delivery: –
risk in the Goods will pass to the Buyer (including
for loss or damage caused by the Seller’s negligence); the Goods will be deemed to have been
delivered; and the Seller shall (if its storage
facilities permit) store the Goods and take all reasonable steps to prevent their deterioration
until actual delivery and the Buyer shall be liable to the
Seller for the reasonable costs (including insurance) of its so doing.
This provision shall be in addition to and not in substitution for any other payment or
damages for which the Buyer may become liable in
respect of his failure to take delivery at the appropriate date.
If the seller delivers to the Buyer a quantity of Goods of up to 5% more or less than the
quantity ordered by the Seller the Buyer shall not be
entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall
and shall pay for such goods at the pro rata Contract rate.
Where the Specification is not supplied on the Seller’s order form and has not already been
supplied to the Seller and a Specification is to
be supplied, the Buyer shall supply such Specification in reasonable time to enable the Seller
to complete delivery within the period named
for delivery.
The Buyer shall indemnify the Seller against all damages penalties costs and expenses to
which the Seller may become liable if any work
done in accordance with the Buyer’s specification involves an infringement of any copyright
registered design patent or other right.
The Buyer hereby agrees to grant to the Seller (to the extent that it is able) the right to use
production overs for the purposes of
demonstration and sampling and for use in advertising and/or promotional activities.
The Seller will not be responsible for any loss of data or media supplied by the Buyer and the
Buyer must retain in its possession at least
one copy of any films, master discs or other data media supplied to the Seller for the
execution of the Order.
The Seller will keep any data media supplied by the Buyer for a maximum period of 6
months. At the expiration of the 6 month period the
Seller may without further notice to the Buyer at its discretion either sell or destroy the items.
Where the Seller is not the manufacturer of the Goods, the Seller will endeavour to transfer to
the Buyer the benefit of any warranty or
guarantee given to the Seller included.
The Seller warrants that (subject to the other provisions of these conditions) upon delivery the
Goods will be of satisfactory quality within
the meaning of the Sale of Goods Act 1994.
No condition is made or to be implied nor is any warranty given or to be implied as to the life
or wear of the Goods supplied or that they will
be suitable for any particular purpose or use under any specific conditions notwithstanding
that such purpose or conditions may be known to the Seller.
Any description of the goods (including the matching of any colour) given by the Seller or
contained in any brochures or other descriptive matter is
given by way of identification only and the use of such description shall not constitute a sale
by description.
The Seller will use its best endeavours to ensure that any printed element of the Goods
matches any proof but no warranty is given or
implied that these printed elements will match the proof and the Buyer accepts that there may
be variations between different
production runs, printing processes, paper stock, disc print surfaces and finishing processes.
Any Defects in any delivery shall not be a cause for cancellation of the remainder of any
order or contract.
The Seller shall not be liable for a breach of the warranty in condition unless: the Buyer gives
written notice of the defect to the Seller
within 7 days of receipt of goods; and the Seller is given a reasonable opportunity after
receiving the notice of examining such Goods
and the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s
place of Business at the Buyer’s cost for the examination to take place there. The Seller shall
not be liable for a breach of the warranty in
condition if: the Buyer makes any further use of such Goods after giving such notice; or the
defect arises because the Buyer failed to
follow the Seller’s oral or written instructions as to the storage, use or maintenance of the
Goods or (if there are none) good trade
practice; No claim for damage in transit shortage of delivery or loss of goods will be
examined unless: in case of damage in transit or
shortage of delivery a separate notice is given to the carrier concerned and to the Seller within
seven days of the receipt of the relevant
goods followed by a complete claim in writing within twenty-eight days of receipt of such
goods or in the case of loss of goods notice
in writing is given to the carrier concerned and to the Seller as soon as reasonably possible
and a complete claim in writing made within
seven days of the date on which the goods were delivered to the carrier by the Seller.
Where goods are accepted from the carrier concerned without being checked the delivery
book of the carrier must be signed “not examined”.
If any of the Goods do not conform with the warranty in the condition above the Seller shall
at its option repair or replace such Goods
(or the defective part) or refund the price of such Goods at the pro rata Contract rate provided
that, if the Seller so requests, the Buyer
shall, at the Seller’s expense, return the Goods or the part of such Goods which is defective to
the Seller.
If the Seller complies with condition above it shall have no further liability for a breach of the
warranty in the condition above in respect
of such Goods.
In the event that the Seller opts to replace goods under the clause hereof the ownership of the
goods which are replaced will revert to the Seller.
Subject to the condition on quality, the following provisions set out the entire financial
liability of the Seller (including any liability for the
acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of: any
breach of these conditions; and any representation,
statement or tortuous act or omission including negligence arising under or
in connection with the Contract.
All warranties, conditions and other terms implied by statute or common law
(save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the
fullest extent permitted by law, excluded from the Contract.
Nothing in these conditions excludes or limits the liability of the Seller for death or personal
injury caused by the Seller’
s negligence, breach of contract or fraudulent misrepresentation.
Subject to conditions d and e above: – the Seller’s total liability in contract, tort (including
negligence or breach of statutory duty), misrepresentation,
restitution or otherwise, arising in connection with the performance or contemplated
performance of this Contract shall
be limited to the price of the Contract in respect of any one occurrence; and the Seller shall
not be liable to the Buyer for any indirect or
consequential loss or damage (whether for loss of profit, loss of business, depletion of
goodwill or otherwise), costs, expenses or other
claims for consequential compensation whatsoever (howsoever caused) which arise out of the
use or unavailability of such Goods or
out of or in connection with the Contract even if the Seller has been advised of the possibility
of such losses.
Anumber of defaults which together result in or contribute to the same loss or damage shall
be treated as one occurrence in assessing the
Seller’s liability. The Seller shall always be awarded a reasonable opportunity to correct any
default before being in breach of its obligations.
Neither party shall be liable for any delay or failure to meet its obligations (other than a
payment obligation) under the contract due to
any cause outside its reasonable control.
The Buyer shall not be entitled to assign the Contract or any part of it without the prior
written consent of the Seller such consent not to
be unreasonably withheld.
The Seller may not assign the Contract or any part of it to any person, firm or company
without the prior written consent of the buyer
such consent not to be unreasonably withheld.
The Seller shall be entitled to determine at any time (by written notice posted or delivered to
the last known address of the Buyer)
any subsisting contracts with the Buyer (but without prejudice to any pre-existing claim
the Seller may have under these conditions or otherwise against the Buyer) if the Buyer:
breaches the contract
(including failure to pay any sum due) and, if capable of remedy fails to rectify such breach
within 14 days of receiving written notice
from the Seller; or has a bankruptcy order made against him or makes an arrangement or
composition with his creditors, or otherwise
takes the benefit of any statutory provision for the time being in force for the relief of
insolvent debtors, or (being a body corporate)
convenes a meeting of creditors (whether formal or informal), or enters into liquidation
(whether voluntary or compulsory) except a
solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a
receiver and/or manager, administrator
or administrative receiver appointed of its undertaking or any part thereof, or a resolution
is passed or a petition presented to any court for the winding up of the Buyer or for the
granting of an administration order in respect of
the Buyer, or any proceedings are commenced relating to the insolvency or possible
insolvency of the Buyer; or suffers or
allows any execution, whether legal or equitable, to be levied on his/its property or obtained
against him/it, or fails to observe/perform
any of his/its obligations under the Contract or any other contract between the Seller and the
Buyer, or is unable to pay its debts within
the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
encumbers or in any way charges any of the Goods.
If any of the circumstances listed above occur then, whether or not notice under that
paragraph is given then in respect of any goods
title to which has not passed to the Seller: the Buyer’s right to possession of the Goods shall
terminate immediately; and the Seller shall
(without prejudice to any other claim or remedy which it may have) be entitled to recover
possession of the Goods so long as they are
still identifiable forthwith and shall be entitled to enter upon the premises of the Buyer and
remove the Goods and shall not be liable for
any damage or injury reasonably done to any other property of the Buyer to which the
Seller’s Goods have been attached during the
course of removing the Seller’s Goods and retaking possession thereof.
Should any provision of these Conditions be held to be wholly or partly illegal, invalid, void,
unreasonable or unenforceable then such
provision shall be given no effect and shall be deemed not to be included in these conditions
but without invalidating any of the remaining
provisions of these conditions. The Buyer and the Seller shall then use all reasonable
endeavours to replace the invalid or unenforceable
provision by a valid provision the effect of which is as close as possible to the intended effect
of the invalid or unenforceable provision.
Any notice required or permitted to be given by either party to the other under these terms
and conditions shall be in writing addressed
to that other party and shall be sent to the address of that other party set out in the Contract or
such other address as may at the
relevant time have been notified pursuant to this provision to the party giving notice. Any
notice may be delivered personally or by
prepaid registered letter or facsimile transmission and shall be deemed to have been served if
by personal delivery when delivered, if by
registered post 48 hours after posting and if by facsimile transmission when despatched.
No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a
waiver of any subsequent breach of the
same or any provision.
The Contract shall be the entire agreement between the parties in relation to the subject
matter hereof and to the exclusion of prior
representations, undertakings, agreements or other communications. The Buyer
acknowledges that no reliance is placed on any
representations made but not embodied in the Contract.
The formation, existence, construction, performance, validity and all aspects of the Contract
shall be governed by Northern Ireland
Law and the parties agree to submit to the exclusive jurisdiction of the Northern Ireland