Terms and conditions
Our Terms and Conditions of Sale are below. Please click here for our Website Conditions of Use.
Terms and Conditions of Sale
1.1 In these Conditions of Sale: "The Company" means Exertis Ireland Ltd. "The Buyer" means the person, the firm or the company ordering or buying goods from the Company. "The Goods" means the goods the subject matter of the relevant order or contract of sale.
1.2 No contract in respect of the Goods between the Company and the Buyer shall exist until the Buyer's order has been accepted by the Company. In the event that the Buyer's order seeks to make the sale subject to terms different from these conditions, acceptance is effected by a formal order acknowledgement and shall be deemed to be a fresh offer by the Company on the basis of these Conditions, in which event (unless these conditions are accepted by the Buyer prior to delivery) acceptance of delivery of the Goods by the Buyer shall constitute acceptance of the Company's offer, and the contract of sale shall be formed at that moment. No conditions or terms stipulated in any other communication or document shall vary or annul any of these conditions except insofar as the conditions are expressly consented to in writing by the Company.
1.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
1.4 No representation, claim, drawings, illustrations, specification or price given in any advertising or promotional literature of the Company shall form part of the contract unless specifically stated in the accepted order or specification for or of the Goods.
1.5 The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or EU requirements or, where the goods are to be supplied to the Company's specification, which do not materially affect their quality or performance.
2.1 A central pillar of the Company's business model is the provision of a comprehensive suite of online services for customers. The objective of these services is to make working with the Company easier, quicker and more efficient for customers and vendors alike. The system provides customers with online ordering, account information such as, statements, copy invoices, proof of delivery dockets, shipment information, product search, details of new products and reseller promotions. To register as a new or existing customer please visit www.exertis.ie/cmcPage.asp?idPage=27545.
2.2 A team of customer services representatives is available to help you with any queries you may have concerning the above procedures.
2.3 While the Company tries to ensure that all prices on the website are accurate, errors may occur. If the Company discovers an error in the price of goods the Buyer has ordered, the Company will inform the Buyer as soon as possible and give the Buyer the option of reconfirming the order at the correct price or canceling it. If the Company is unable to contact the Buyer, the order will be treated as cancelled and if the Buyer has already paid for the Goods the Buyer will receive a full refund.
2.4 For our Terms and Conditions for Web trading please click here.
3.1 The provision or display of pricing and other information relating to the goods by the Company to the Buyer does not amount to an offer by the Company to sell the Goods at that price or on any other terms. Supply of such information is only an invitation to treat. An order by the Buyer for the Goods shall be the offer.
3.2 Unless otherwise specified prices payable for the Goods are exclusive of delivery charges, insurance costs, packaging costs or other special handling charges.
3.3 All orders received by the Company are subject to delivery charge for each customer order received. Unless otherwise stated the Company shall enter into a contract for delivery of the order to the address of the Buyer.
3.4 All quotes issued by the Company are valid for 3 working days subject to constant currency from the date of issue and must be reconfirmed if ordering after this period. The prices for the Goods shall be those ruling at the date of despatch and the Company reserves the right to amend its quoted prices at any time prior to that date.
3.5 All prices are exclusive of VAT and similar taxes. All such taxes will be levied on you at check-out for credit card payment or at the time of invoice for PO credit.
3.6 Where Goods are being price supported in any way, the final invoice price can only be confirmed once all conditions attached to that support have been met. Where Goods sold are price supported by a manufacturer in favour of an end-user customer or have other specific conditions attached, the Buyer must ensure that the Goods are issued at the agreed conditions specific to that support. The Buyer must be able to confirm that all conditions have been met, including confirming the end-user sale by providing, when requested by the Company, the end-user invoice, the end-user purchase order or any other relevant supporting documentation requested. The Buyer agrees that the manufacturer or the Company may audit the Buyers compliance with these conditions. Should a manufacturer not honor a price support for whatever reason, the Company will not for any reason whatsoever be liable and will re-invoice the unsupported amount to the Buyer which will become immediately due. For any further clarification required please refer to the relevant brand manager.
4.1 No order (including backorders) which has been accepted by the Company may be cancelled by the Buyer except with the agreement in writing of the Company and the Buyer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of labour and materials used), damages, charges and expenses incurred by the Company as a result of the cancellation. Without limiting its rights under this condition in any way, the Company reserves the right to charge the buyer a cancellation/restocking fee of 25% of the price of the goods or services should the buyer cancel the order without prior agreement of the Company.
5.1 Unless otherwise specified the price quoted is packed ex-our warehouse. An extra amount will be levied to cover delivery and insurance costs (charge maybe deemed to be included in the price of the product and not separately levied). An additional delivery charge may be made to cover any extra costs involved for delivery to an address, which is different to the Buyer's normal delivery address.
5.2 Should expedited delivery be agreed an extra amount may be charged to cover any extra overtime or any other additional costs involved.
5.3 Should work be suspended at the request of or delayed through any default of the Buyer for a period of 30 days or more, the Company shall then be entitled to payment for work already carried out, materials specially ordered and other additional cost including storage.
5.4 Any date or time quoted for despatch is to be treated as an estimate only. Despatch may be postponed or delayed due to conditions beyond the Company's reasonable control, and in no event shall the Company be liable for any damages or penalties for delay in despatch or delivery.
5.5 The Company may deliver your order in installments; each installment will be treated as a separate delivery.
6.1 In the event of the Buyer purchasing the Goods by description the provisions of Section 13 of the Sale of Goods Act, 1893 (which implies the term that the Goods shall correspond with their description) shall not apply to the contract between the Company and the Buyer.
6.2 The Company makes and gives no warranty condition or representation in regard to the Goods save as herein expressly stated and it shall not be a condition of the contract of sale that the Goods supplied hereunder are fit for the purpose for which the Buyer wants them, whether or not this purpose has been made known to the Company and/or are of merchantable quality. The Buyer accepts that prior to agreeing to purchase the Goods hereunder he has satisfied himself as to their fitness for his purpose and as to their merchantable quality in regard to the use for which he requires them and has not relied upon the Company's skill, judgment or representations, if any, before so satisfying himself.
Credit Policy and Payment Information
7.1. Invoices are raised and dated on the date of despatch of the goods. Provided a credit account has been approved and unless otherwise specifically agreed, all invoices are payable, in full without any offset or deduction, within 30 days date of invoice.
7.2 If credit terms have not been agreed by the Company, payment must be made in full at the time of placing the order for the Goods.
7.3 All invoices are posted to the Buyer's normal trading address and copies are available on-line at www.exertis.ie. Statements are also available at any time at this address.
7.4 The Buyer must inform the Company within 5 working days from the invoice date of any discrepancies or errors on an invoice. If the Buyer does not, the Company will assume that the Buyer accepts all information noted on the Company's invoice.
7.5 The Company reserves the right to remove credit facilities and stop supplying Goods at any time.
7.6 The Company accepts Cash, Cheques, Draft, Transfer, Visa, MasterCard, Laser and Maestro. Payments by credit card are subject to a transaction fee of 1.75% on the value of all transactions.
7.7 If any cheque presented in payment of an invoice or account by a Buyer is returned for whatever reason or if an agreed standing order or direct debit arrangement fails to operate there will be a charge of €50.00 debited to the Buyer's account.
7.8 Interest shall be payable on overdue accounts at the rate of EURIBOR +5% and will be accrued on a daily basis until such time as the account is settled.
8.1 All work carried out additional to that specified in the relevant quotation or order, whether experimentally or otherwise, shall be charged.
Retention Of Title
9.1 Notwithstanding delivery and the passing of risk, the property in the Goods shall remain in the Company, until the Buyer has paid all monies owed by it to the Company under this or any other contract or otherwise. If any of the Goods are processed into, incorporated in, used as materials for or mixed with other goods or materials prior to such payment, the property (but not the risk) in the whole of such goods or materials shall pass to the Company at the moment of such processing, incorporation, use or admixture and shall remain with the Company until payment of all such monies as specified in this Condition. Until such payment is made the Buyer shall possess all goods and material the property in which is vested in the Company by virtue of this Condition on a fiduciary basis only and if the Company so requires the buyers shall store such goods and materials at no extra cost to the Company so that they are clearly identified as belonging the Company. The Company without prejudice to any of its other rights and remedies may recover and resell any or all of such Goods or materials and may enter upon the Buyers premises for that purpose. The Buyer has the right to sell for the account of the Company any Goods or materials the properties in which vested in the Company by virtue of this Condition. In such event the Company shall be entitled to, and the Buyer shall be under a fiduciary duty to account to the Company for, the proceeds of such sale to the extent that the Buyer owes any monies to the Company. In addition, the Company shall be entitled to make a claim directly against the Buyer's customer for any purchase monies unpaid by the customer and the Company shall be entitled to retain from any monies recovered from the customer all monies due to the Company from the Buyer plus all costs and expenses involved in making the claim. If there is any excess the Company will return this to the Buyer. The authority hereby granted to the Buyer to pass property in the goods or materials shall not extend to any sale of the goods or materials in the course of a sale of the entire or substantially the entire of the Buyer's business or undertaking pursuant to a sale of the Buyer's stock-in-trade preparatory to a cessation of the Buyer of business or of trade in goods similar to the Goods.
9.2 On the happening of any of the following events the authority of the Buyer to sell the Goods shall terminate immediately and all the Goods, the property of the Company, shall be immediately delivered to the Company:
(a) any notice to the Buyer or the Company that a receiver, manager, administrator, administrative receiver or similar officer of or over the business or any part of the business of the Buyer is to be or has been appointed;
(b) any notice to the Buyer or the Company that a petition to wind-up the Buyer is to be or has been presented or any notice of a resolution to wind up the Buyer (other than for the purposes of a bona fide reconstruction or amalgamation on terms previously approved in writing by the Company);
(c) any decision by the Buyer that the Buyer intends to make an arrangement with its creditors;
(d) the insolvency of the Buyer within the meaning of Section 62(3) of the Sale of Goods Act, 1893 (as amended); and
(e) any notice to the Buyer or the Company of the appointment of an examiner to the Buyer under the provisions of the Companies (Amendment) Act, 1990 (as amended).
Property and Risk
10.1 Notwithstanding the preceding Condition, all risk in respect of the Goods shall be assumed by the Buyer upon delivery of the same to him.
10.2 The Buyer's property and all property supplied to the Company by or on behalf of the Buyer shall, while it is in possession of the Company or in transit to or from the Buyer, be deemed to be at the Buyer's risk and the Buyer shall insure accordingly.
10.3 The Company shall be entitled to make a reasonable charge for the storage of any of the Buyers property left with the Company before receipt of the order notification to the Buyer on completion of the work.
11.1 The Company may on occasion run promotions either on its own behalf, for other parties or in conjunction with commercial partners. Any tax liabilities which arise as a result of these promotions lies directly with the recipient not with the Company, and where applicable the onus is on the recipient to declare these benefits to the tax office.
11.2 All undertakings relating to the company and its staff shall be entered into on the basis that they are in compliance with tax regulations pertaining to the Republic of Ireland. Any undertaking, including but not limited to, promotions and incentive activities, which do not comply with the relevant tax regulations shall be rejected by the Company and shall be deemed to have been null and void from inception. Any incentive offered to staff of the Company without the prior written approval of the Company shall be deemed voidable by the Company.
Loss or Damage In Transit Or Non Delivery
12.1 The Buyer shall examine the Goods immediately they are delivered to him. The Company reserves the right to reject claims in respect of shortages or damage in transit or non-delivery of the Goods, or in the case of non-delivery, 24 Hours after the due date for delivery.
13.1 Whilst the Company will endeavor to deliver the Goods in accordance with the Buyer's requirements, the Company will not be liable for any consequences of late delivery howsoever caused.
14.1 The Company's liability (both in contract and in tort) in respect of defects in the Goods shall be limited to the replacement of faulty items or material, or the issue of credit notes in respect thereof, or the granting of a refund or such other compensatory measures as the
Company at its discretion considers appropriate in the circumstances. Such measures shall relate only to the actual faulty items or their value, and the Company shall not in any circumstances be under any liability to the Buyer in respect of :
(a) any indirect or consequential loss or damage, sustained by the Buyer howsoever caused; or
(b) any economic losses (including, without limitation, loss or revenues, profits, contracts, business or anticipated savings); or
(c) any expenditure incurred by the Buyer in respect of Goods alleged to be defective; or
(d) any Goods which have been processed in any way by the Buyer or damaged after the risk in the Goods has passed to the Buyer; or
(e) any liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company's instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Company's approval; or
(f) any liability under any warranty, condition or guarantee (whether express or implied) if the total price for the Goods has not been paid by the due date for payment; or
(g) any loss of goodwill or reputation; provided, always that these Conditions do not exclude or restrict the Company's liability for death or personal injury from its negligence.
15.1 For customers with web only accounts, returns can only be made where there is a material difference between the product ordered and the product received. All communication must be submitted via email only to [email protected].
15.2 The Company's policy on returns for all accounts other than web-only accounts is governed by separate terms and conditions available here.
15.3 For customers who do not have an account on the Exertis.ie website, you may download a Exertis Returns Claim Form
16.1 The Buyer warrants that he is not a consumer within the meaning of the Sale of Goods and Supply of Services Act, 1980 or otherwise.
Intellectual Property Rights
17.1 The Buyer shall be responsible for any infringement with regard to patent, utility, model, trademark, design, copyright or other intellectual property right in any country without exception when such infringement is due to the Company having followed the design or instruction furnished by the Buyer. The Buyer shall be liable for and indemnify the Company against all loss, damages and expenses suffered or incurred by the Company as a result of any such infringement. In case any dispute and/or claim arises in connection with the above infringement, the Company reserves every and all rights to cancel and make null and void the contract at its discretion and hold the Buyer responsible for any loss caused thereby to the Company. Nothing herein contained shall be construed as transferring any patent, utility model, trademark, design or copyright in the Goods or in any product that the Goods can produce and all such rights are to be expressly reserved to the true and lawful owners thereof.
18.1 The Customer agrees and undertakes to comply with all applicable export and re-export and in-country transfer control laws and regulations, including but not limited to those imposed, administered or enforced from time to time by the U.S. government through the U.S. Department of Treasury, the U.S. Department of Commerce, the U.S. Department of State or the European Commission, or the U.K. government through the UK Department for International Trade and the Export Control Joint Unit the UK Foreign and Commonwealth Office, or Her Majesty’s Treasury of the United Kingdom (Export Control).
18.2 At the time of Order, the Customer is required to inform the Supplier of any plans to export/re-export the Goods and will obtain an end-use statement from the end-customer regarding the end-use of the Goods in question.
18.3 The Supplier’s acceptance of any Order subject to an export licence is contingent on the issuance of applicable licence and the Supplier shall not be held liable for delays or failure to deliver as a result of not obtaining an applicable export authorization.
18.4 Neither the Customer nor any of its owners, affiliates, related parties or subsidiaries nor any of its directors or directors of its owners, related parties or subsidiaries, or any of its administrators, officers, board of directors (supervisory and management), members or employees is the subject or target of any E.U, U.S. or other national government financial and economic sanctions or trade embargoes or otherwise identified on a list of prohibited, sanctioned, debarred, or denied parties, including but not limited to those imposed, administered or enforced from time to time by the U.S. government through the U.S. Department of the Treasury, Office of Foreign Assets Control's Specially Designated Nationals List, the Bureau of Industry and Security of the U.S. Department of Commerce, the US Department of Commerce’s Denied Persons List, Entity List or Unverified List or the U.S. Department of State, the United Nations Security Council, the European Union, or Her Majesty’s Treasury of the United Kingdom, or the Organization for Security and Co-operation in Europe (OSCE) (collectively Sanctions). Should this position change, the Customer will inform the Supplier within 48 hours of the Sanction being imposed.
18.5 The Customer has adequate controls and systems in place to screen, and is fully responsible for screening transactions of customers, sub-contractors, suppliers, vendors, and all other third parties who may assist, benefit from, or provide goods or services to, or receive goods or services from the Customer, and to ensure compliance with applicable laws pertaining to Sanctions. The Customer will not supply, sell, export, re-export or transfer (in-country or otherwise) the Goods directly or indirectly to any country, entity or person which is subject to Sanctions.
18.6 The Customer acknowledges that it remains responsible for export compliance requirements related to any software provided to the Supplier and that all necessary export compliance information pertaining to such software will be provided in advance of any export or transfer to the Supplier.
18.7 The Customer agrees to fully indemnify and hold harmless the Supplier and its representatives from any third-party claims, damages, costs, losses, and/or liabilities arising out of the Customer’s non-compliance or alleged non-compliance with Export Control and Sanctions regulations. This clause will survive termination of this Contract.
18.8 Nothing in the Contract is to be construed as authorization by the Supplier for the Customer to market or resell the Goods in violation of the provisions of this clause.
19.1 The Company reserves the right to cancel, vary or suspend the operation of contract of sale if events occur which are in the nature of force majeure including (without prejudice to the generality of the foregoing) fire, floods, storm, plant breakdown, strikes, lock-outs, riots, hostilities, non-availability of materials or supplies or any other event outside the control of the Company and the Company shall not be held liable for any breach of contract resulting from such events.
20.1 The Company may withhold or cancel further or any deliveries under the contract of sale or may recover all losses resulting therefrom if any of the events set out at Condition 9.2 occurs or if the Buyer: - (a) fails to make payment on the due date under any contract with the Company; or (b) is in breach of any of the terms and conditions contained herein (notwithstanding that on a former occasion or occasions it has waived its rights). The exercise of rights under Condition 9.2 shall be without prejudice to the Company's other rights of remedies.
Pass-thru of terms of Exertis Supplier Code of Practice
21.1 Exertis has signed up to follow a code of practice which covers expected standards in the following areas:
- Bribery & Corruption
- Confidential information
- Competition Law
- Conflict minerals
- Data Protection
- Employment, Health & Safety and Human Rights
- Environmental Protection
- Export Controls & Embargoes
- Intellectual Property
- Product Safety and Labelling
The full statement is available on our website for review. Exertis’ Customers can expect that Exertis are following this Code in all of our dealings. In turn, by accepting these Terms and Conditions of sale, Exertis expects that you, our Customer, will also respect the policies and will not take any action that might contravene this Code. If you have an issue that you wish to discuss, please contact the Compliance Officer in Exertis Ireland or follow the steps outlined in the Supplier Code of Practice.
22.1 These Conditions of Sale shall be construed in accordance with Irish Law.
23.1 If any provision of these Conditions is held by a court or other 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.
24.1 The Company may subcontract, assign or transfer its obligations or rights to a competent third party whether in whole or in part. The Buyer may not assign or transfer any of its obligations.
25.1 Any notice required to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant times have been notified pursuant to this provision to the party giving notice.