Terms and Conditions

Standard Term & Conditions

Inland Inflatable Boats Limited

  1. Interpretation

1.1 In these conditions:

(a) “SELLER” means Inland Inflatable Boats Limited, Registered in Sligo, Ireland. Company Number¬† 554679.

(b)”BUYER” means the person accepting the Seller’s quotation for the sale of Goods or whose order for Goods is accepted by the Seller.

(c)”GOODS” means any products which are supplied in accordance with these Conditions.

(d) “CONDITIONS” means the standard terms and conditions of sale set out in this document, including any special terms and conditions agreed in writing between the Buyer and the Seller.

(e) “CONTRACT” means the agreement for the purchase and sale of Goods.

(f) “WRITING” includes telex, cable, facsimile transmissions, e-mail and comparable means of communication.

1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.

  1. Basis of the sale

2.1 The Seller shall provide and the Buyer shall purchase the Goods in accordance with and upon acceptance of the Seller’s written quotation or the Buyer’s written order, subject in either case to these Conditions, which govern the Contract to the exclusion of any other terms and conditions.

2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.

2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract, the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

2.4 Any advice or recommendation given by the Seller (or its employees or agents) to the Buyer (or its employees or agents) as to the storage, application or use of the Goods which In not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk. The Seller shall not be liable for any such advice or recommendation which is not so confirmed.

2.5 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 Seller shall be subject to correction without any liability on the part of the Seller and shall not in any way affect the enforceability of the Contract.

  1. Orders and specifications

3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.2 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the seller).

3.3 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

  1. Price of the Goods

4.1 The price of the Goods 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 or until earlier acceptance by the Buyer. After the 30 day period, they may be altered by the Seller without giving notice to the Buyer.

4.2 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.

  1. Terms of payment 5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on despatch or, if the Goods are to be collected by the Buyer, at any time after the Seller has notified the Buyer that the Goods are ready for collection.

5.2 The Buyer shall pay the price of the Goods (less any discount to which the Buyer is entitled, but without any other deduction) within 30 days of the date of the Seller’s invoice, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the contract. Receipts for payment will be issued only upon request.

5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

(a) cancel the contract or suspend any further deliveries to the Buyer;

(b) appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and

(c) charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 3 per cent per annum above Lloyds Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

  1. Delivery

6.1 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 howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in Writing.

6.2 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 one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

  1. Risk and property

7.1 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in case or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.

7.2 Before title is passed to the Buyer under the terms of Clause 7.1. and without prejudice to any of its other rights the Seller shall have the right to recover and resell the Goods or any of them and may enter upon the Buyer’s premises by its servants or agents for that purpose

  1. Inspection

8.1 Buyer shall inspect the merchandise promptly upon receipt. Failure to so inspect within fourteen days after receipt shall constitute a waiver of Buyer’s right to inspection and shall constitute acceptance of the merchandise.

8.2 Notice of any defects, damages, failure to meet specifications or of any shortage in merchandise delivered to Buyer must be given in writing to Seller within five days of inspection by Buyer. Failure to give such notice within the prescribed period shall constitute acceptance of the merchandise. If merchandise which does not fully conform to the specifications of the purchase order as accepted by Seller, is rejected by Buyer, Seller shall have the right to cure any such defect by shipping conforming merchandise to Buyer within a reasonable

time.

  1. Warranties and liability

9.1 Subject to the conditions set out below, the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects.

9.2 The above warranty is given by the Seller subject to the following conditions:

(a) the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval;

(b) the Seller shall be under no liability under the above warranty (or any warranty as to condition or guarantee) if the total price for the Goods has not been paid by the due date for

payment.

9.3 Where any valid claim in respect of any of the Goods, which is based on any defect in quality or condition of the goods or the failure to meet specification, is notified to the Seller in accordance with these conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.

9.4 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) arising from or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.

9.5 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control.

9.6 The Seller? total liability shall not exceed the value of the Goods as set out in the Seller? invoice. After accepting liability in respect of goods the Seller shall have the option of refunding the price of the Goods to the Buyer or of replacing the Goods in question within a reasonable time and any replacement Goods shall be accepted by the Buyer in substitution for any rights in respect of the replaced Goods.

  1. Insolvency of Buyer

10.1 This clause applies if:

(a) the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a limited liability company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or

(b) an encumbrancer takes possession, or a receiver is appointed, of any of the proper assets of the Buyer; or

(c) the Buyer ceases, or threatens to cease, to carry on business; or

(d) the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

10.2 If this clause applies, then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

  1. Export terms

The Buyer shall be responsible for complying with any legislation or regulations governing the export of the goods and/or the importation of the Goods into the country of destination and for the payment of any duties thereon.

  1. General

12.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business of such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

12.2 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.

12.3 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 thereby.

12.4 The contact shall be governed by the laws of Ireland.