Terms and Conditions

CONDITIONS OF SALE FOR MULTIVAC IRELAND LTD

This page (together with the delivery policy and warranty returns policy) tells you the terms and conditions on which we supply any of the equipment listed on our website www.VacIt.ie (our site) to you. Please read these terms and conditions carefully before ordering any equipment from our site. You should understand that by ordering any equipment, you agree to be bound by these terms and conditions.

You should print a copy of these terms and conditions for future reference.

Please tick the box marked “I Accept” at the end of these terms and conditions if you accept them. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any equipment from our site.

1. DEFINITIONS
In these conditions of sale.
(a) “equipment” means the machinery, equipment, spare parts and all other items supplied under the contract.
(b) “conditions” means these Conditions of Sale.
(c) “contract” means the contract between you and us for the sale of the equipment.
(d) “manufacturer” means MULTIVAC Sepp Haggenmueller GmbH & Co KG or the manufacturer of any ancillary equipment which may be required to complete the contract.
(e) “services” means the services set out in our quotation or order form which we are to provide under the contract.
(f) “us” “we” “our” means MULTIVAC IRELAND Ltd (which shall include our employees and sub-contractors).
(g) “you” “your” means the person who accepts our quotation or whose order is accepted by us.
(h) “intellectual property” means and includes all patents, copyrights, rights in designs, trade marks, goodwill, domain names and all other forms of industrial or intellectual property, anywhere throughout the world, in each case whether registered or unregistered and including applications for registrations.

2. THE AGREEMENT
(a) All contracts made by us shall be deemed to incorporate these conditions. No variations of or addition to these conditions shall form part of any contract unless specifically accepted by us in writing.
(b) These conditions shall override and take the place of any other terms and conditions in any document or other communication used by you in concluding the contract with us.
(c) No contract shall come into effect until your order has been accepted in writing by us by the issue of our order confirmation together with an equipment specification. No quotation shall constitute an offer.
(d) Cancellation by you without our written permission will entitle us to repudiate the contract and retain any monies paid in advance.
(e) You may not assign the contract without our prior written approval.
(f) We shall sell and you shall purchase the equipment and services in accordance with our quotation accepted by you or your order accepted by us.
(g) The headings used in these conditions are for convenience only and shall not affect their interpretation.

3. PRICE
(a) Unless otherwise expressly stated in writing by us orders are accepted subject to availability of the equipment from the manufacturer and on the basis that the price stated is subject to variation to take account of changes in manufacturer’s prices and where relevant rates of exchange, freight and insurance rates and import or export duties or tariffs between the date of order and date of delivery.
(b) No deduction or delay in payment is permitted in respect of set-offs or counter-claims unless previously agreed by us in writing.

4. PAYMENT
(a) Unless otherwise expressly stated in writing by us orders are accepted subject to availability of the equipment from the manufacturer and on the basis that the price stated is subject to variation to take account of changes in manufacturer’s prices and where relevant rates of exchange, freight and insurance rates and import or export duties or tariffs between the date of order and date of delivery.
(b) No deduction or delay in payment is permitted in respect of set-offs or counter-claims unless previously agreed by us in writing.

5. DELIVERY AND PASSING OF PROPERTY AND RISK
(a) Any period or times stated for delivery or the provision of the services (including installation) are to be regarded as estimates and whilst we will do our best to keep to such periods and times, no guarantee is given and we accept no responsibility for loss or damage resulting from delay in delivery or installation.
(b) Unless otherwise agreed in writing the equipment will be obtained by us from the
manufacturer, and are for delivery at your premises.
(c) The property in the equipment shall not pass until you have paid to us the full price thereof.
(d) The risk in the equipment shall pass to you on delivery.
(e) All intellectual property subsisting in the equipment and/or our business belongs to us. If the equipment is commissioned by you or its design or manufacture otherwise includes any specification, input or contribution from you, you agree that all intellectual property subsisting in it shall belong to us and you hereby assign all your right, title and interest in such intellectual property to us and will sign all documents and do all acts necessary to vest such in us.

DESCRIPTIONS
(a) The description of the equipment and any services contained in our quotation, your order, our order confirmation and the equipment specification is deemed to be exhaustive.
(b) All descriptions of equipment and any services are approximate only and intended to serve merely as a guide and accordingly we shall not be liable for their accuracy.
(c) All of our catalogues, technical circulars, price lists and other literature are subject to change at our discretion.

7. GENERAL LIABILITIES
(a) Insofar as the benefit of any guarantee in respect of the equipment which may be or have been given to us by the manufacturer or the suppliers may be assignable, you will be entitled to the benefit thereof.
(b) You shall not rely upon any representation as to the quality of the equipment or as to their fitness for any particular purpose unless the same shall have been made by us in writing.
(c) We shall not in any circumstances be liable to you in respect of indirect and/or consequential loss or damage such as (but not limited to) loss of profit, products, production and pure financial loss arising out of the contract or in connection with any equipment or services sold there under.
(d) We will, at our discretion, repair or replace defective equipment with non-defective material and you will only be entitled to reject the equipment in the event that we are unable to rectify a defect and provided always that where such a defect is minor, you will only be entitled to a reasonable negotiation on the purchase price.
(e) Our total liability to you in contract, tort (including negligence and breach of statutory duty) misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the contract shall be limited to the contract price.
(f) Save as expressly stated herein or in the guarantee supplied with the equipment, all warranties and conditions whether express or implied by statute (including in particular Section 32, 33, 34 of the Sale of Goods and Supply of Services Act 1980), usage, trade custom or otherwise relating to the quality or nature of the equipment or their life or wear or fitness for any particular purpose or use under any specific conditions are hereby expressly excluded to the fullest extent permitted by law.
(g) We will not be liable for loss or damage caused by incorrect use or unauthorized installation, servicing or modification of the equipment.
(h) You are obliged to undertake regular careful examinations of the equipment and we will not be liable for loss or damage caused by a defect or danger which could have been discovered by such an examination.
(i) In the event that we are threatened with or involved in any legal action, whether civil or criminal, (‘the action”) concerning equipment or services supplied to you under the contract:
(i) you will on receipt of a written demand from us make any of the equipment available to us for inspection at such times as we may reasonably request and deliver to us copies of all documents in your custody, possession or control relating to the equipment and services concerned which are relevant to the action.
(ii) you will assist us in avoiding or defending the action or minimising the damage resulting from the action including but not limited to tracing all parties whose products may have been packaged by the equipment.
(j) Our total liability for all claims arising out of any one contract shall not exceed the contract price.
(k) Each of the sub-clauses in this clause 7 is to be treated as separate and independent.
(l) Nothing in these conditions shall be deemed to exclude or limit our liability for death or personal injury resulting from negligence or fraudulent misrepresentation.
(m) No waiver of any of these conditions shall affect any other condition.

SAFETY, HEALTH AND WELFARE AT WORK ACT 2005
(a) The equipment will be fitted with such guarding and safety devices as we may consider necessary to ensure, so far as is reasonably practicable, that it is safe when properly used in accordance with the operating manuals. You shall be solely responsible for and shall keep us indemnified against any loss, liability or expense arising directly or indirectly from use of the equipment other than in accordance with such operating manuals. If you require any guarding or safety device addition to the above, this will be provided as an addition to the Equipment Specification and the price and any estimated times for completion will be adjusted accordingly. You will be responsible for compliance with any requirements of local legislation.
(b) You will ensure that only fully trained staff operate the equipment.

9. INSPECTION AND REJECTION
(a) You are obliged to undertake a careful inspection of the equipment on delivery or collection as the case may be.
(b) You are obliged to notify us in writing prior to completion of the commissioning of the equipment of any damage, defects, non-compliance with specification or malfunction (“malfunction”) and we will not be liable for any malfunction which would have been apparent from a careful inspection if the terms of this clause are not complied with.
(c) In all cases where malfunction is complained of you will notify us by telephone within 24 hours and in writing within 48 hours and provide us with an opportunity to inspect the equipment complained of.
(d) You will not be entitled to reject the equipment or delay payment if you or your employees servants or agents are responsible for the malfunction or if in our opinion the malfunction can be rectified by repair at your premises instead of replacement of the equipment.

10. FORCE MAJEURE
We shall not be responsible for any failure on our part to fulfil any obligations to you caused by events or circumstances outside our control (which shall include failure of the manufacturers to deliver the equipment required by us to fulfil your order).

11. TERMINATION
Without prejudice to any other rights we may by notice in writing to you terminate any contract forthwith or suspend any further deliveries under the contract, without any liability to you if:
(a) You shall commit any breach of any of the terms of this or any other contract with us and on our part to be observed or performed PROVIDED if such breach is in our opinion remediable that we have previously given you notice thereof and the same had not been remedied within seven days thereafter; or
(b) You make a voluntary arrangement with your creditors generally or becomes subject to an administration order or permit any judgement against you to remain unsatisfied for seven days; or
(c) Being a Company you shall call any meeting of your creditors or have a receiver of all or any of your assets appointed or enter into liquidation or receive a winding up petition, or being an individual or
firm becomes bankrupt, or receives a bankruptcy petition.
(d) We are unable to fulfil your order (in such case we shall refund your payment in full via PayPal).

12. GENERAL
(a) All contracts shall be governed by and construed in accordance with Irish Law and all disputes arising under such contracts shall be submitted to the exclusive jurisdiction of the Irish courts.