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Crossflow Airconditioning Ltd.



1. Acceptance of Order

Unless otherwise agreed in writing by the Purchaser, these terms and conditions shall govern any agreement concluded in pursuance of this Order and shall override any terms or conditions specified or referred to by the Supplier (whether verbally or in writing and whether set out in the Supplier Quotations or Invoices or otherwise). If the Seller shall neglect to gain acceptance to any change to this order in writing this order shall be deemed to constitute Sellers unconditional and irrevocable acceptance of all terms and conditions hereof.

2. Property

The property and the goods covered by this Order shall pass to the Purchaser on delivery but such passing shall not affect the Purchaser’s right to reject any such goods in accordance with the provisions of these conditions or otherwise. Title and frisk in the goods shall (subject only to Clause 9 hereof) pass free from all liens, charges and encumbrances to Buyer at the delivery point specified within this document notwithstanding the foregoing. Seller shall be liable for any loss or damage discovered after transfer of title which is determined by Buyer to be a result of negligence, faulty packing or handling by seller

3. Fixed Price

Fixed Price, this is a fixed price contract and no price variation or increased costs will be accepted by Buyer unless agreed and confirmed in writing prior to delivery. The price includes cost of delivery to Buyer’s address and insurance in transit. Seller waives the right to charge interest upon any amount to Seller. No additional charges will be paid by Buyer for extras not specified in the Order

4. Payment

The price of goods delivered and accepted by the Purchaser in pursuance of this Order shall be paid to the Supplier within 60 days from the end of the month of delivery unless otherwise agreed in writing. Failure by the Purchaser to pay the price within such period shall not entitle the Supplier to charge any interest on any portion of the price nor shall it entitle the Supplier to refuse or delay delivery of any goods undelivered at that date.

5. Invoices

The Supplier’s invoice(s) must quote the number of this Order and must be sent to the Purchaser’s Office at the address noted on the Order Cover Sheet. If this sheet is lost or mislaid or the address does not appear, send Invoice(s) Invoices must arrive within the first five working days of the calendar month following the delivery date.

6. Delivery

(a) Delivery shall be effected in accordance with the Purchaser’s requirements as set out on this Order or as otherwise notified in writing by the Purchaser to the Supplier and freight prepaid.

(b) The Purchaser shall not be obliged to accept deliveries prior to the date specified in the Order unless such advance delivery or otherwise has been authorized in writing by the Purchaser. If delivery cannot be made within the time specified by the Purchaser the Supplier shall notify the Purchaser immediately. If the Supplier fails to deliver any or all of the goods covered by this Order within the time agreed the Purchaser shall have the right to purchase equivalent goods elsewhere and to charge the Supplier with any loss resulting therefrom, or, at the Purchaser’s option, to cancel this Order insofar as it relates to any goods not delivered and the Purchaser shall not be obliged to accept or pay for the same or compensate the Supplier for any expenses which the Supplier may have incurred. For the purposes of this clause, time shall be deemed to be

the essence of the contract.

(c) The Purchaser shall not be obliged to accept quantities in excess of those stated in this Purchase Order and any goods delivered in excess of those so specified may be held by the Purchaser at the risk and expense of the Supplier or returned to the Supplier at the Supplier expense .

7. Warranties: Purchaser’s Right to Reject Goods

(a) Seller expressly warrants all goods ordered (“the goods”) shall conform with the description within this document and shall in all respects be suitable for the particular purpose or use for which they are purchased by Buyer and shall conform to applicable specifications, drawings or samples if any. Seller warrants further that the goods shall be new and not secondhand (unless otherwise specified) and free from defects in materials or workmanship or otherwise. Seller further warrants that immediately prior to the delivery of the goods the same shall be beneficially owned by Seller free from all liens, charges and encumbrances. Seller warrants that goods (excluding goods manufactured pursuant to design originated or furnished by Buyer) delivered under this Order do not infringe any laws, rules or regulations which apply to goods or any patent, trademark or copyright. Buyer shall be entitled to rely on the said and any other warranties of Seller notwithstanding that Buyer shall have inspected, tested, accepted or paid for the goods.

(b) Without prejudice to any rights at law resulting from any breach of warranties or otherwise, goods which are not as warranted may at any time within 6 months after delivery be rejected by the Purchaser or, at the option of the Purchaser, be returned to the Supplier at the Supplier’s expense for credit, correction or replacement as the Purchaser may require. Any goods rejected by the Purchaser will be held by the Purchaser at the Supplier’s risk and expense and any payment on account thereof will be promptly refunded by the Supplier.

8.  Inspection

Buyer shall have the right to inspect the goods at Seller’s plant, and upon delivery, without any charge for waiting time by Seller or Carrier, and may reject those which are found to be defective, or do not conform to buyers specifications or, if not so specified, do not conform to standard specifications, laws, rules or regulations. Until Buyer has had an opportunity to inspect the goods no sums shall become due by Buyer. All costs incurred and damages sustained by Buyer as a result of such rejection shall be for Seller’s account and Buyer may return such goods at Seller’s risk and expense. No deposit or prior payment made in respect of any goods shall prejudice such right of inspection or rejection as aforesaid. The making of or failure to make inspection shall not impair Buyer’s rights to reject or invoke all rights and remedies provided by law or under this Order.

9. Acceptance

The Purchaser shall not be deemed to have accepted any goods until inspected and approved by the Purchaser after delivery at the destination specified by the Purchaser, in particular, signature of the Supplier’s Delivery Docket or Receipt Form by the Purchaser shall not constitute acceptance of the goods by the Purchaser.

10.  Indemnity

(a) The Supplier shall indemnify and save harmless the Purchaser from all claims, liabilities, suits and actions which may be made or brought against it by virtue of any claims or demands which any buyer of such goods from the Purchaser, or any other person, may make against the Purchaser arising from the use of such goods (whether alone or admixed with other goods), or from any patent or hidden defect in the quality of such goods, or from the dangerous condition thereof, and shall repay the amount paid by the Purchaser to settle any such claims for liabilities, and shall pay any judgment rendered against the Purchaser in any such action or suit and shall reimburse the Purchaser for all costs, legal fees and other expenses incurred by it in the defense of any such action or suit.

(b) The Supplier agrees that in case any goods sold to the Purchaser hereunder shall infringe any patent or copyright, the Supplier will indemnify and save harmless the Purchaser from and against all suits, claims, judgments, decrees and costs of any kind made or recovered against the Purchaser by any person on account of the use or sale of such goods by the Purchaser in violation of any right claimed under any such patent or copyright and in the event of any infringement action in respect of such goods being instituted against the Purchaser, the Supplier agrees to repurchase from the Purchaser at the price paid therefore any such goods then unsold.

(c) The Supplier shall indemnify the Purchaser against all claims, costs and demands made under any statutory provisions or at common Law in respect of personal injury to any of the Supplier’s servants or agents or in respect of any claims by any third party in connection with the performance of this Order howsoever arriving.

11. Alterations or Cancellation

The Purchaser shall have the right at any time to make changes in specifications relating to this order. If such changes cause an increase or decrease in the amount due under this order or in the time required for its performance, an equitable adjustment shall be made by mutual agreement between the parties hereto.

12. Standards

The Supplier warrants that all goods supplied in pursuance of this Order shall conform to the appropriate Irish standards specification or others as may be stated on this order form.

13. Set-Off

The Purchaser shall be entitled to deduct from any moneys due to the Supplier in pursuance of this Order any sums owed by the Supplier to the Purchaser on any account whatsoever.

14. Cancellation in Certain Circumstances

The Purchaser shall be entitled to cancel this Order in whole or in part without any liability whatsoever in the following circumstances:

(a) If an order is made or an effective resolution passed for the winding-up of the Supplier

(b) In the event of the appointment of a receiver over the whole or any part of the assets of the Supplier or if distress or execution is levied upon or against any of the property

of the Supplier.

(c) In the event of the Supplier making any composition or assignment for the benefit of creditors.

15. No Sub-contracting, etc.

This Order shall not be sub-contracted assigned or transferred without the prior written consent of the Purchaser.

16. Validity of this Order

This Order shall be valid only if approved by an authorised executive of the Purchaser, and no alteration or modification of this Order shall be valid unless an appropriately authorised /

revised order is issued.

17. No Waiver of Other Rights

The Purchaser’s rights and remedies contained in these conditions are cumulative and additional to any other or further rights and remedies at law or in equity. No waiver of breach of any provision hereof shall constitute waiver or any other breach.

18. Severability

If for any reason any provision of this Order shall be void or of no effect, the other provisions hereof shall not be affected thereby and shall continue to in full force an effect.

19. General

(a)Failure by Buyer to enforce at any time or for any period of time any of the provisions hereof shall not be construed to be a waver of such provisions nor the right of Buyer thereafter to enforce each and every provision herein contained. (b) This Order and any alteration made hereunder constitute the entire agreement between the parties with respect to the purchase and sale of the goods and supersedes all previous negotiations, commitments and writings with respect thereto. Any purported alteration, modification, amendment or addition to any of its terms or conditions shall be void and have no effect unless made in accordance with the terms hereof.

20. Governing Law

The provisions of this Order shall be governed by and construed in accordance with the law of the Republic of Ireland. The construction, validity and performance of the Contract shall be governed by Irish Law. The Contract shall be deemed to have been made in Ireland and the parties to the Contract hereby submit to the exclusive of the Irish Courts.