The Buyer’s attention is particularly drawn
to the provisions of clauses 7 and 10.
1.1 The definitions and rules of
interpretation in this clause apply to these Terms.
“Buyer” means the person, firm or company
who purchases Goods from the Company.
“Company” means DC Automation Ltd
“Contract” means any contract between the
Company and the Buyer for the sale and purchase of Goods, incorporating
“Delivery Point” means the place where
delivery of the Goods is to take place under clause 4.
“Goods” means any goods agreed in the
Contract to be supplied to the Buyer by the Company (including any part or
parts of them).
1.2 A reference to a particular law is a
reference to it as it is in force for the time being taking account of any
amendment, extension, application or re-enactment and includes any
subordinate legislation for the time being in force under it.
1.3 Words in the singular include the
plural and in the plural include the singular.
1.4 A reference to one gender includes a
reference to the other gender.
1.5 Clause headings do not affect the
interpretation of these Terms.
1.6 A person includes a corporate body or
2. Application of Terms
2.1 Subject to any variation under clause
2.3 hereof, the Contract shall be on these Terms to the exclusion of all
other terms and conditions (including any terms or conditions which the
Buyer purports to apply under any purchase order, confirmation of order,
specification or any other document).
2.2 No terms or conditions endorsed on,
delivered with or contained in the Buyer’s purchase order, confirmation of
order, specification or other document shall form part of the Contract
simply as a result of such document being referred to in the Contract.
2.3 These Terms apply to all of the
Company’s sales and any variation to these Terms and any representations
about the Goods shall have no effect unless expressly agreed in writing
and signed by a duly authorised representative of the Company. The Buyer
acknowledges that it has not relied on any statement, promise or
representation made or given by or on behalf of the Company which is not
set out in the Contract. Nothing in this clause shall exclude or limit the
Company’s liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation
for Goods by the Buyer from
the Company shall be deemed to be an offer
by the Buyer to buy the
Goods subject to these Terms.
2.5 No order placed by the Buyer shall be
deemed to be accepted by the
Company until a written acknowledgement of
order is issued by the
Company or (if earlier) the Company
delivers the Goods to the Buyer.
2.6 The Buyer shall ensure that the terms
of its order are complete and
2.7 Any quotation is given on the basis
that no Contract shall come into
existence until the Company despatches an
acceptance of order to the Buyer. Any
quotation from the Company
shall be valid for the period stated
thereon, otherwise for a period of 30
days only from its date, provided that the
Company has not previously
2.8 Execution and delivery of accepted
orders is contingent upon
availability of the Goods concerned.
3.1 The quantity and description of the
Goods shall be as set out in the
Company’s quotation or acknowledgement of
3.2 All samples, drawings, descriptive
matter, specifications and advertising
issued by the Company and any descriptions
or illustrations contained
in the Company’s catalogues or brochures
are issued or published for
the sole purpose of giving an approximate
idea of the Goods described
in them. They shall not form part of the
Contract and this is not a sale
by sample unless otherwise agreed in
writing by the Company.
4.1 Unless otherwise agreed in writing by
the Company, delivery of the
Goods shall take place at the Company’s
place of business.
4.2 Unless otherwise agreed in writing by
the Company, the Buyer shall
take delivery of the Goods within 7 days of
the Company giving it notice
that the Goods are ready for delivery.
4.3 Any dates specified by the Company for
delivery of the Goods are
intended to be an estimate and time for
delivery shall not be and not
be made of the essence by notice. If no
dates are so specified, delivery
shall be within a reasonable time.
4.4 Subject to the other provisions of
these Terms, the Company shall not
be liable for any direct, indirect or
consequential loss (all three of which
include, without limitation, pure economic
loss, loss of profits, loss
of business, depletion of goodwill and
similar loss), costs, damages,
charges or expenses caused directly or
indirectly by any delay in the
delivery of the Goods (even if caused by
the Company’s negligence)
nor shall any delay entitle the Buyer to
terminate or rescind the Contract
unless such delay exceeds 180 days.
4.5 If for any reason the Buyer fails to
accept delivery of any of the Goods
when they are ready for delivery, or the
Company is unable to deliver
the Goods on time because the Buyer has not
instructions, documents, licences or
4.5.1 risk in the Goods shall pass to the
Buyer (including for loss or
damage caused by the Company’s negligence);
4.5.2 the Goods shall be deemed to have
been delivered; and
4.5.3 the Company may store the Goods until
the Buyer shall be liable for all related
costs and expenses
(including, without limitation, storage and
4.6 The Buyer shall provide at the delivery
point and at its expense adequate
and appropriate equipment and manual labour
for loading the Goods.
4.7 The Company may deliver the Goods by
separate instalments. Each
separate instalment shall be invoiced and
paid for in accordance with
the provisions of the Contract.
4.8 Each instalment shall be a separate
Contract and no cancellation or
termination of any one Contract relating to
an instalment shall entitle
the Buyer to repudiate or cancel any other
Contract or instalment.
5.1 The quantity of any consignment of
Goods as recorded by the Company
upon despatch from the Company’s place of
business shall be conclusive
evidence of the quantity received by the
Buyer on delivery unless the
Buyer can provide conclusive evidence
proving the contrary.
5.2 The Company shall not be liable for any
non-delivery of Goods (even if
caused by the Company’s negligence) unless
the Buyer gives written
notice to the Company of the non-delivery
within 7 days of the date
when the Goods would in the ordinary course
of events have been
5.3 Any liability of the Company for
non-delivery of the Goods shall be
limited to replacing the Goods within a
reasonable time or issuing a
credit note at the pro rata Contract rate
against any invoice raised for
6. Price and Payment
6.1 Unless otherwise agreed by the Company
in writing, the price for the
Goods shall be the price set out in the
Company’s price list published
on the date of delivery or deemed delivery.
6.2 The price for the Goods shall be
exclusive of any value added tax
and all costs or charges in relation to
packaging, loading, unloading,
carriage and insurance, all of which
amounts the Buyer shall pay in
addition when it is due to pay for the
DC Automation Ltd.,
1 Friarsland Ave, Goatstown,
T: 01 4419187
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