TERMS AND CONDITIONS OF
1. Interpretation -
[a] In these Conditions :
“Buyer” means the person who accepts a quotation of the seller for the sale of Goods or Services or whose order for the Goods or Services is accepted by the Seller.
“Goods” means the Goods including any instalment of the Goods or any parts for them [which the Seller is to supply in accordance with these conditions]
“Services” means the Services to be provided by the Seller to the Buyer under the terms of the contract.
“Seller” means the company being Videnda Distribution which gives a quotation for the sale of Goods or Services or which accepts an order for Goods or Services Submitted by the Buyer.
“Videnda” means Videnda Distribution Limited
[Registered in
“Conditions” means the Standard Terms and Conditions of Sale set out in this document and [unless the context otherwise requires] includes any Special Terms and Conditions agreed in writing between the Buyer and the Seller.
“Contract” means the Contract for the purchase and the sale of the Goods or Services.
“Force Majeure” means act of god, war, riot, fire, strikes, lockouts, cessation of labour, trade disputes breakdowns accidents of any kind or any other cause whatsoever beyond the control of the Seller whether similar to these aforesaid or not.
“Writing” includes telex cable facsimile transmission and comparable means of communication.
[b] Any reference in these Conditions to any provision of the Statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time.
[c] The headings in these conditions are for convenience only and shall not affect their interpretation.
2.Application Of Terms and Conditions-
Orders are only accepted subject to the conditions of sale as herein printed of the Seller. Any variation of these conditions in any document of the Buyer is inapplicable unless accepted in writing by the Seller.
3.General-
[a] These conditions shall be deemed to be incorporated in all Contracts. In the case of any inconsistency with any order or letter or form of contract sent by the Buyer to the Seller, or any other communication between the Seller and the Buyer whatever may be there respective dates. The provisions of these conditions shall prevail unless expressly varied in writing and signed by a director on behalf of the Seller. Any concession made or latitude allowed by the Seller to the Buyer shall not affect the rights of the Seller under the contract. If in any particular case any of these conditions shall be held to be invalid or shall not apply to the contract the other conditions shall continue in full force and effect.
[b] The Seller may perform any of its obligations or exercise any of its rights hereunder by itself. The Seller may assign any of its rights hereunder to any third party.
[c] Any notice required or permitted to be given by either party to the other under these conditions shall be in writing and addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
[d] 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 other provision.
[e] If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
[f] Any dispute arising under or in connection with these Conditions OF the sale of the Goods OR Services shall be referred to arbitration by a single arbitrator appointed by agreement or [in default] nominated on the application of either party by- - - - - -? ?
[g] The contract shall be governed by the laws of
[h] All descriptions , illustrations, drawings, catalogues and other particulars supplied by the Seller are copyright and may not be copied or used for any purpose other than that for which they are supplied without the express written authority of the Seller.
4.Obligations to provide Services and/or Goods
[a] Notwithstanding that the Seller may have given a detailed quotation no request for the provision of Services and no order for the supply of Goods shall be binding on the Seller unless and until it has been accepted in writing by the Seller and where the Services in question relates to the provision of training services bookings will only be taken for a course where the Buyer has provided a valid purchase order number to the Seller.
[b] The Sellers catalogues, brochures, leaflets or correspondence are not binding and reasonable variations may be made to the Services without notice and the Services and/or as the case may be the Goods so varied shall be accepted as complying with the Contract.
[c] Where the Services in question relate to the provision of training the Seller reserves the right to provide such services at a venue or venues other than the Sellers premises and to provide personnel of its own choice.
[d] The Seller reserves the right to refuse or curtail any training services if a delegate or substitute delegate attending on behalf of the Buyer fails to satisfy those requirements for such course notified by the Seller to the client prior to the commencement of such course.
5.Prices-
[a] The price of the Goods or Services shall be the Seller’s quoted price or where no price has been quoted [or a quoted price is no longer valid] the price listed in the Seller’s published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer after which time they may be altered by the seller without giving notice to the Buyer.
[b] The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller [such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture], any change in delivery dates quantities or specifications for the goods which is requested by the buyer or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
[c] Except as otherwise stated under the terms of any quotation or any price list of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises the Buyer shall be liable to pay the Seller’s charges for transport packaging and insurance.
[d] The price is exclusive of any applicable value Added Tax which the Buyer shall be additionally liable to pay to the Seller.
6.Terms of payment-
[a] Where credit is given payment is to be paid within 30 days of delivery.
[b] All express deliveries are charged extra on all orders regardless of invoice value.
[c] The rendering of payments by the Buyer at the stipulated time, shall not be affected by the existence of any defect, whether or not such defect is the subject of a claim under clause 10[b] hereof.
[f] If the buyer shall fail to make any payment when it becomes due or shall enter into composition or arrangement with its creditors, or if being an incorporated company it shall have a receiver appointed or shall pass a resolution for winding up or a court shall make an order to that effect or if not being and incorporated company it shall have a receiving order made against it or if there shall be any breach by the Buyer of any of the Terms and Conditions hereof, the Seller may, without prejudice to its other rights and remedies defer or cancel any further deliveries.
7. Delivery
[a] Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or if some other place for delivery is agreed by the Seller delivering the Goods to that place.
[b] Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed in writing by the Seller. The Goods may be delivered by the Seller in advance of the quoted deliver date upon giving reasonable notice to the Buyer.
[c] Where the Goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as repudiated.
[d] If the Seller fails to deliver the Goods [or any instalment] for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault then the Seller is accordingly liable to the Buyer and the Seller’s liability shall be limited to the excess [if any] of the cost to the Buyer [in the cheapest available market] of similar goods to replace those not delivered over the price of the goods.
[e] If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery [otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the seller’s fault] then, without prejudice to any other right or remedy available to the Seller, the Seller may: [i] Store the goods until actual delivery and charge the buyer for the reasonable costs [including insurance] of storage or
[ii] Sell the Goods at the best price readily obtainable and [after deducting all reasonable storage and selling expenses] account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
8.Title and Risk
[a] The ownership of the Goods ordered herein will only be transferred to the Buyer on payment by the Buyer of all monies owing by the Buyer to the Seller.
[b] Should the Buyer remain in default of any payment for which the Buyer is liable to the Seller, the Seller reserves the right to decline to make any further deliveries irrespective of which contract with the Buyer they sprung from, and to rescind the Contract in question without judicial interposition, all this without prejudicing the seller’s right to full compensation and without prejudicing the Seller’s right to take back at once from the Buyer goods which by virtue of this clause are still the Seller’s Property.
[c] The Buyer shall store all goods delivered by the Seller but for which payment has not been made, in such a way as to be clearly separate and identifiable from the Buyer’s other Goods and products and the Buyer hereby grants to the Seller its servants or agents the right to enter on to the Buyer’s premises for the purposes of recovering such goods at any time until payment.
[d] Notwithstanding the above, if the Buyer shall sell any Goods delivered in such a manner as to pass to a third party a valid title to the Goods, the Buyer shall hold the proceeds of such sale on trust for the Seller; providing that nothing herein shall constitute the Buyer the agent of the seller for the purposes of any such sub-sale and also providing that the Buyer shall not be entitled to sell such Goods after the appointment of a Receiver to its property, or it has been placed in liquidation, or, not being a company, has committed an act of bankruptcy.
[e] The Buyer shall assume the risk of loss or damage to the Goods from the date of delivery and must accordingly rely on its own insurance from that date.
[f] Any Goods supplied to Buyer which are subject to restrictions or provisions imposed by manufacturers’licence conditions are supplied to Buyer by Seller subject to any such licence restrictions or provisions.
If the Buyer shall be in breach of any of its obligations under the contract or if any distress or execution shall be levied on the Buyers property or assets or if the Buyer shall make or offer to make any arrangement or composition with its creditors or commit any act of bankruptcy or if any bankruptcy petition is presented against him or if the Buyer is a company. If any resolution or petition to wind up such company shall be passed or presented or if a receiver administrative receiver or administrator of the whole or any part of such company’s undertaking property or assets shall be appointed, the Seller in its discretion and without prejudice to any other right or claim may, by notice in writing determine wholly or in part any and every Contract between the Seller and the Buyer or may[without prejudice to the Seller’s right subsequently to determine the Contract for the same cause should it so decide]by notice in writing suspend the Services until any defaults by the Buyer have been remedied.
9.Conditions and Warranties-
[a] All Goods are sold subject to the express warranty terms specified by the original manufacturer or supplier.
[b] No condition or warranty is expressed to be implied as to the life or wear of the Goods supplied, or that they will be suitable for any particular purpose or for use under any specific conditions, notwithstanding that such purpose or condition may be known or made known to the Seller.
[c] Any express or implied statement, condition or warranty statutory or otherwise, not stated herein is hereby excluded and deemed to be inconsistent herewith. No responsibility is accepted by the Seller for any damage or loss arising directly or indirectly out of goods supplied or for any damage or loss arising by reason of any failure of the goods to comply with the speculations. Furthermore the seller shall be under no liability in Contract or Tort for any damage arising directly or indirectly out of the supply of the Goods or of the packages by which the Goods are delivered.
10.Defective Goods-
[a] The Seller reserves the right at its sole discretion to decide whether any Goods are defective.
[b] Defective Goods will be replaced or rectified by the Seller as originally ordered, or if rectified or replacement is not practicable, the Seller will credit the value of the Goods at the invoice price provided.
[c] Claims under Sub-Clause [b] above must be made in writing to the Seller within 7 days of the date of delivery.
[d] The Seller shall not be liable for any loss, damage or expense whatsoever and howsoever arising from any defect save as detailed in Sub-Clause [b] hereof.
[e] Defects discovered in any delivery shall not entitle the Buyer to rescind the remainder of the Contract.
[f] All transport charges arising hereunder are the responsibility of the Buyer.
11.Damage, Loss in transit-
The Seller does not accept any responsibility for shortages or for goods damaged in transit unless such shortage or damage on the delivery note if examined, or, if the goods have been signed for as not examined, notified within 48 hours and reported by separate notice in writing to the carriers and the seller within 10 days of receipt of the goods by the Buyer or the Consignee.
12.Default or inconsistency of Buyer-
If the Buyer shall be in breach of any of its obligations under the contract or if any distress or execution shall be levied on the Buyers property or assets or if the Buyer shall make or offer to make any arrangement or composition with its creditors or commit any act of bankruptcy or if any bankruptcy petition is presented against him or if the Buyer is a company. If any resolution or petition to wind up such company shall be passed or presented or if a receiver administrative receiver or administrator of the whole or any part of such company’s undertaking property or assets shall be appointed, the Seller in its discretion and without prejudice to any other right or claim may, by notice in writing determine wholly or in part any and every Contract between the Seller and the Buyer or may[without prejudice to the Seller’s right subsequently to determine the Contract for the same cause should it so decide]by notice in writing suspend the Services until any defaults by the Buyer have been remedied.
13. Limitation of liability
[a] Where the contract relates to the provision of the Services the liability of the Seller to the Buyer for any loss or damage or whatsoever nature and however caused shall be limited to and in no circumstances shall exceed the price payable for the Services.
[b] Where the contract relates to the supply of Goods the liability of the Seller to the Buyer for any loss or damage of whatsoever nature and however caused shall be limited to and in no circumstances shall exceed the price payable for the Goods.
[c] The Seller shall not be liable for imperfect work caused by any inaccuracies on any drawing, bills of quantities or speculations supplied by the Buyer.
14.Cancellation of Orders-
Cancellation of an order, in whole or part cannot be accepted without the Seller’s consent in writing.
15.Force Majeure-
[a] If performance of the Seller’s obligations is delayed or hindered by circumstances outside the Seller’s control amounting to force majeure as defined in this Contract the following provisions shall apply:-
[i] The Seller will as soon as reasonable practicable give the Buyer notice of the reasons for the delay or hindrance. However, failure to give such notice will not prevent the Seller relying on the remaining provisions of this clause, and the Seller will incur no liability for failure to give such notice.
[ii] The Seller’s duty to perform shall be suspended for as long as the circumstances amounting to force majeure continue and the time for performance of the Seller’s obligation shall be extended by a period equal to the duration of those circumstances.
[b]If due to circumstances outside the Seller’s control amounting to force majeure as defined in this Contract there is a shortage of Goods of a type to be supplied under this Contract so that the Seller has or can obtain or produce insufficient Goods to satisfy its contract with the Buyer and its other customers the Seller may allocate the Goods available to it between the customers with whom it has Contracts for the supply of such Goods and may make that allocation on such basis as it thinks fit. In that case:
[i] The Buyer will accept and pay for any Goods delivered to it; the price payable for the Goods delivered shall be proportionate to the Contract price in the same ratio as the quantity delivered is the Contract quantity and
[ii] The Seller shall be treated as having discharged its obligations to deliver Goods under this Contract and shall not be liable for breach of contract in respect of the failure to deliver the full contract quantity.
16.RMA Procedure-
If the product is within the warranty period an RMA number will be issued by Seller on notification of a fault. No goods may be returned without such an RMA number being shown in the packaging; goods returned without a valid RMA number displayed will be refused or returned.
17.Returns-
Prior authorisation is required before any goods may be returned. A returns number must be obtained and displayed on any packaging. Goods returned without such a returns number will be refused and returned.
18. PRL-
Producer Register Limited (PRL) number: IE 00838 W
19. WEEE-
Videnda is committed to meeting the requirements of the European Union (Waste Electrical and Electronic Equipment) Regulations 2014. These Regulations require producers of electrical and electronic equipment to finance the takeback of WEEE resulting from products that we place on the Irish market. This helps us to ensure that WEEE is reused or recycled safely. In line with that commitment Videnda will take back WEEE from you. Please contact us for details.
You also have a role to play in ensuring that WEEE is reused and recycled safely. So, if you choose not to return WEEE to us then you should not dispose of it in your bin. The crossed out wheeled-bin symbol on the product reminds users not to dispose WEEE in the bin. You should ensure that the WEEE is collected separately and sent for proper treatment. WEEE contains hazardous substances and if not managed and treated safely it can cause pollution and damage human health.