Finsa Forest Products Limited

Terms and conditions

1. Definitions

“seller”                                          Finsa Forest Products Limited.
“buyer”                                           means the person, firm or company placing an order for the supply of goods, which is accepted by the seller.
“contract”                                      means a contract between the seller and the buyer for the supply of the goods.
“goods”                                           means the goods which are the subject of the contract.
“due date”                                      means the date of payment notified by the seller to the buyer.
“business days”                               means days excluding saturdays, sundays and public holidays.

1. Application

A.    These terms and conditions shall, subject to any alternative terms and conditions specifically agreed to in writing by the parties to the contract, form part of and govern all contracts entered into between the buyer and the seller. Any other terms and conditions contained in any purchase order or other document, whether of the buyer or otherwise, shall be void and of no effect.  No modification or variation of these terms and conditions shall be binding on the seller unless agreed to in writing by the seller and signed by a duly authorised officer of the seller.

B.     Notwithstanding the foregoing, the seller may from time to time alter these terms and conditions in such manner as it shall determine. Such alternation shall not, however, affect any contract entered into prior to the date of such alteration.

C.    If at any time any provision of these terms and conditions is or becomes illegal, invalid or unenforceable in any respect, that shall not effect the legality or enforceablility of any other provision of these terms and conditions.

D.    The contract and these terms and conditions and the benefit thereof may not be assigned by the buyer without the written consent of the seller.  The seller may assign the contract and these terms and conditions to any of it’s affiliated or associated companies without the buyer’s prior written consent.

1. Specification

Information relating to the size, density or quantity of goods contained in any quotation or price list issued by the seller, and expressly referred to by the buyer in an order, is intended as an approximate, non-binding indication only.

1. Orders

A.    Orders placed by the buyer by telephone must be confirmed in writing by the buyer within 24 hours and the seller shall not be bound to supply goods on foot of such an order until it has accepted such an offer, either expressly or impliedly by delivering the goods the subject of such order to the buyer.

B.     Where the buyer requests that goods be delivered in instalments, each instalment shall be deemed to constitute a separate contract, provided that in the event of non or late payment by the buyer in relation to any one such contract the seller may terminate that contract, and in such circumstances any other subsequent contracts relating to such instalment shall be deemed to have been cancelled by the buyer.

C.    The seller shall not be bound by any clerical or mathematical errors in documents issued by it.

1. Alteration and cancellation

In addition to the price payable for the goods, the buyer shall indemnify the seller against all loss, damage, expenses claims or costs incurred by the seller as a result of:

(a)   alteration by the buyer of the specification of the goods or of the terms of any contract; or

1. Cancellation by the buyer of any contract; or
2.  delay in receiving instructions requested by the seller under a contract;or
3. Non-acceptance of goods; or
4. Any accident or damage caused at any time on the buyers premises or in the course of any delivery by reason of fault or negligence of the buyer or any of the buyer’s employees, agents or contractors.

1. Delivery date

Any delivery date(s) specified by the seller are approximate only and whilst every effort will be made by the seller to deliver goods on the specified date(s), failure to do so shall not be deemed a breach of the contract and the seller accepts no liability whatsoever for any expenses or loss (consequential or otherwise) arising from any delay in delivery.

1. Buyer’s status

The seller reserves the right to refuse to deliver goods or enter into a contract with the buyer, if the seller is not satisfied with the buyer’s arrangements for payment and/or the buyer’s credit.

1. Packaging

The seller retains absolute discretion with regard to the packaging of goods.

1. Delivery
2. The seller shall deliver the goods to the buyer as soon as practicable after receiving an order, however time shall not be of the essence in this regard.
3. Notwithstanding the foregoing, the buyer and the seller may agree that the goods shall be delivered to the buyer by making them available for collection by the buyer or the buyer’s agent at a certain time at the seller’s premises. In such a case, the buyer shall be solely responsible for collection and carriage of the goods.  Immediately on collection of the goods by the buyer, or by a third party nominated by the buyer, all risk of loss or damage to and/or by the goods shall pass to the buyer. Without prejudice to any other rights hereunder the seller may cancel any contract where the goods are not collected by the buyer in accordance with such an agreement (if made).
4. All goods must be examined by the buyer (or the buyer’s representative) at the time of delivery.  The signing of a delivery note by the buyer (or the buyer’s representative) shall be conclusive evidence that the buyer accepts the goods as undamaged and in good order and condition. The seller shall not be liable in any way for any damage to the goods, any discrepancy in an order or non-delivery of the goods unless same has been immediately notified to the seller by noting the damage, discrepancy or non-delivery on the delivery documents at the time of delivery. 

D.    Subject to the buyer fulfilling the notification requirements in paragraph c above, the seller shall replace any goods that were damaged while they were at the seller’s risk or deliver any goods not delivered or, at the seller’s option (assuming payment for same has already been received by the seller), credit the buyer with the price of goods so damaged or not delivered.

1. Claims and liability

A.    The seller will not, except as provided in this clause 10, be liable for any loss or damage arising from non-delivery or delay in delivery for whatever reason and whether in respect of the whole or part of the goods and the buyer will not be entitled to terminate or cancel the contract because of any such delay in delivery or non-delivery.

B.    If any of the goods are defective in manufacture or are contained in defective containers, the seller’s liability howsoever arising in respect of any such defects shall be limited to the replacement of the defective goods or crediting the seller with the price of the defective goods as the buyer shall decide.  The goods are otherwise sold without any guarantees or representations and all warranties or conditions statutory or otherwise express or implied to the contrary are expressly excluded to the greatest extent permitted by law. The exemptions from the provisions of sections 13, 14 and 15 of the sale of goods act 1893 ("the 1893 act") (as inserted by section 10 of the sale of goods and supply of services act 1980 ("the 1980 act")) contained in this clause b shall, in all cases other than a contract for the international sale of goods (as defined in the 1980 act), be subject to the restrictions on such exemptions contained in section 55(4) of the 1893 act (as inserted by section 22 of the 1980 act).  Furthermore, nothing in this clause 10b shall serve to exclude the seller’s implied undertakings as to title under section 11 of the 1893 act (as inserted by section 10 of the 1980 act).

C.    Except as provided in this clause 10 the seller will not be liable for any loss or damage of whatever nature and however caused.  This clause 10 (and any other clause of these terms and conditions) will not, however, apply to exclude or restrict the seller’s liability for death or personal injury resulting from the seller’s negligence or the negligence of the seller’s employees or agents.

D.    The seller shall not be liable for non-delivery, damage or delay caused by a strike or any industrial action, trade dispute, government action, act of god or other force majeure or any circumstances outside the seller’s control, including shortages in stocks of timber or other materials.  The seller shall not in any event be liable for any indirect or consequential loss or loss of profit or damage arising thereunder.

1. Risk and title

1. A.    The title in the goods supplied by the seller to the buyer shall remain with the seller until all sums owing to the seller, arising from the business connection with the buyer, have been paid in full.  Subject thereto the risk of loss, damage or destruction to the goods shall pass to the buyer upon delivery.  If the price is payable by instalments or part only of the price has been paid to the seller the seller may appropriate payment to any item or items of the goods which have been delivered to the buyer and ownership of the relevant item(s) shall there upon pass.
2. B.     Until title in the goods passes to the buyer, the buyer shall store the goods as bailee and in a fiduciary capacity for the seller, the buyer shall ensure that the same remain at all times separately identifiable as the property of the seller (such storage to be in accordance with the seller’s recommendations), and shall return them to the seller on request.
3. C.    The buyer shall, while in possession of any goods the property of the seller, keep the goods fully insured and any monies received by the buyer, on foot of any insurance policy in respect of damage, deterioration, loss or destruction of the goods, shall be held in trust for the seller. 
4. D.    The buyer, while in possession of goods the property of the seller, may in the ordinary course of his business sell or dispose of the goods to any other person, provided that the proceeds of such sale or disposal shall be held by the buyer on trust for the seller, the said proceeds to be paid into a separate bank account.  The buyer shall at any time, at the request of the seller, account to the seller in respect of the balance standing to credit of the said account.
5. E.     The buyer’s power of sale shall automatically cease if a receiver is appointed over any or all of the assets or undertaking of the buyer or a winding up order is made against the buyer or the buyer goes into voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation) or calls a meeting of or makes any arrangement or composition with creditors or commits any act of bankruptcy. 
6. F.     The seller may at any time revoke the buyer’s power of sale by notice to the buyer and may give notice to the buyer requiring the buyer to redeliver, at the buyer’s expense any goods supplied by the seller where the buyer is in default of payment for longer than seven days or on dishonour of any bill of exchange or other negotiable instrument on presentation for payment notwithstanding that the seller may have negotiated it and received value therefor.
7. G.    Any servant, agent or contractor authorised by the seller shall be entitled to enter upon the premises of the buyer for the purpose of removing any goods which are the property of the seller and which are in possession of the buyer.
8. H.    Nothing in this clause shall confer on the buyer any right to return or refuse to accept delivery of the goods sold hereunder or to refuse or delay payment therefor and this clause shall be without prejudice to the seller’s rights under the contract whether to claim or sue for payment for the goods or otherwise.
9. Prices

A.    Prices for the goods, and where applicable, discounts and vat, are those that apply at the date of delivery of the goods. The seller reserves the right to revise its prices at any time prior to delivery.

B.     Unless otherwise expressly stated in the contract all prices are exclusive of v.a.t.

C.    All discounts, rebates, allowances or credits, if any, offered by the seller in relation to any order will be allowed only if payment is effected in accordance with the terms of payment set out herein and by the due date. The seller reserves the right to withhold discounts, rebates, allowances and / or credits.  If the buyer does not discharge the account in accordance with the terms of payment and by the due date, the seller may, at it’s discretion, withdraw such credit facilities as may previously have been agreed, cancel any future deliveries or make such deliveries on a strict payment in advance of delivery basis.

1. Payment

1. Payment terms are net cash on delivery unless otherwise agreed in writing.  Invoices will be rendered following delivery of the goods.

1. On discovery by the seller of any clerical errors or omissions contained in an invoice, same shall be rectified by the seller and notified to the buyer. Such errors and ommissions shall, when recitified, be binding on the buyer and shall not invalidate the contract.

1. If payment is not made on the due date, without prejudice to any other rights or remedies the seller might have:

1. The seller may claim interest at it’s discretion under the european communities (late payment in commercial transactions) regulations, 2002;

1. The seller may elect to cancel any further deliveries to the buyer;

1. Credit facilities, where applicable, may be withdrawn and further supplies of goods may be made on a strict payment with order basis only; and

1. The seller may require the buyer to deliver to the seller, goods, title to which has not passed to the seller, as set out in clause 11.

1. The buyer may not without the seller’s written consent set off any sums payable to the buyer by the seller against any sums payable to the seller by the buyer or deduct in advance any amounts due from the seller from payments due from the buyer.

1. Reputation

A.    The buyer agrees not to take any action or do anything calculated or likely to harm the seller’s reputation or the reputation of the goods.

1. Insolvency of buyer

        if:
A.    The buyer, whether voluntarily or involuntarily, makes any arrangement with it’s creditors or becomes subject to an examinership or government order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation or receivership (otherwise than for the purposes of amalgamation or reconstruction); or
B.    A receiver, trustee, examiner or liquidator is appointed over, any of the buyer’s property or assets; or
C.    The buyer is unable to pay its debts generally as they become due or suspend any payments to the seller  or cease, or threaten to cease, to carry on business; or
D.    The seller considers that any of the above events is about to occur to the buyer;

Then, 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 any goods have been delivered but not paid for all sums due shall become immediately due and payable.

1. Breach

Without prejudice to any other rights, the seller may by written notice stop supplies and/or terminate all contracts with the buyer in the event of a material breach by the buyer of a contract with the seller.

1. Survival

The provisions of clauses 11, 13, and 14 of these terms and conditions shall survive any termination or expiration of a contract.

1. Governing law

These terms and conditions and any contract of which these terms and conditions form part shall be governed by irish law.               The courts of ireland are to have exclusive jurisdiction to settle any dispute in connection with these terms and conditions or any contract of which these terms and conditions form part.