These conditions of supply of goods and services by SWISSPEARL Limited, (“SWISSPEARL”) govern all orders to and contracts with SWISSPEARL for the supply of goods and override any other terms or conditions stipulated, incorporated or referred to by the Customer so that these Conditions of Supply of goods and services, except where they are varied by SWISSPEARL in writing, are the only Conditions upon which SWISSPEARL supplies goods or services. No alteration or modification of these conditions shall have effect unless such modifications or alteration is accepted in writing by a duly authorised Office of SWISSPEARL.
Any drawings or details of quantities or other information supplied by SWISSPEARL must be treated as approximate and shall be subject to verification by the Customer and in the event of any alterations, modification or amendment thereto after quotation SWISSPEARL reserves the right to alter, modify or amends its quotation accordingly.
SWISSPEARL reserves the right to vary its prices without notice and unless otherwise agreed in writing prices shall be those ruling at the date of delivery. This condition does not apply to Fixed Price quotations expressed as such which shall specifically exclude any increases in SWISSPEARL‘s prices that may be occasioned by the increase or imposition of any duty or tax or by adjustments or alterations in currency rates of exchange. Quotations do not constitute an offer by SWISSPEARL and no order shall result in a binding contract until accepted by SWISSPEARL in writing.
Terms of payment 30 days EOM.
All delivery dates or periods given by SWISSPEARL whether before or after acceptance of the order are given in good faith but SWISSPEARL shall be under no liability whatsoever for any failure or delay in dispatch or delivery nor for any loss or damage arising in connection therewith.
Should dispatch or delivery of the goods or part of them be delayed or prevented for any cause whatsoever beyond SWISSPEARL’s control or for a reason attributable to the Customer or its customer or agents then, at SWISSPEARL’s option, either the contract or any unfulfilled part thereof shall be terminated or SWISSPEARL may extend the time for delivery until a reasonable period after such cause shall have ceased, in which event the customer shall be responsible for all storage and other costs incurred by SWISSPEARL in connection therewith.
Any termination shall not prejudice the rights and obligation of either party in respect of any part of the contract already completed.
Unless otherwise agreed delivery shall take place at the premises of the Customer or at a site nominated by the Customer or on a hard road as close as possible thereto. The Customer shall be responsible for providing labour and facilities at the delivery point for the unloading of goods ordered by him, and shall indemnify SWISSPEARL against all claims whatever arising from such unloading operations. SWISSPEARL reserves the right of its drivers and carriers to refuse to take their vehicles on to a nominated site if in the opinion of the driver or carrier the site conditions are such as to constitute a danger to the vehicle, the goods or to any persons or property.
In the event of an undue delay at the point of unloading a waiting time charge will be applied.
The risk in the goods shall pass to the Customer when SWISSPEARL delivers the goods in accordance with the terms hereof whether to the Customer or to any other person to whom the Customer has been authorised by SWISSPEARL to deliver the goods. At that point, the Customer shall insure the goods for their full invoice value at the Customer’s expense.
Notwithstanding delivery of the goods sold hereunder shall remain the absolute property of SWISSPEARL (who shall retain the right to dispose of them) until SWISSPEARL has received payment in full of all sums which are or may hereafter become due from the Customer to SWISSPEARL in respect of the goods or in respect of any presently existing contract between the parties or in respect of any contract hereafter entered into between the parties to the extent that payment thereunder is due before the due date of payment for the goods hereunder.
Until the property of the goods passes to the Customer the relationship between SWISSPEARL and the Customer shall be that of a Bailor and Bailee.
The Customer agrees to store the goods until they have been paid for in such a way that they are readily identifiable as the property of SWISSPEARL.
The Customer shall nevertheless have authority until such payment in full or until earlier notice of termination under any other condition hereto, to sell the goods to its customers, but in the event of the Customer selling the goods or otherwise disposing of them it is thereby agreed that any such sub-sale or disposal shall be deemed to be made on behalf of SWISSPEARL (but without imposing any liability on SWISSPEARL to such sub-purchaser), and the Customer shall hold the proceeds of sale or rights arising therefrom against the sub-purchaser on behalf of SWISSPEARL until such time as the Customer shall have made full payment for such goods and immediately upon such sale or disposal the property rights of SWISSPEARL shall pass to the Customer on condition that he ensures that the sub-purchaser pays the purchase price into a separate bank account in the name of the Customer.
The Customer is hereby also authorised to use the goods in any manufacturing or other process in the normal course of its business before payment in full has been made as aforesaid but upon so doing the Customer shall set aside the price of the goods so used in a separate account as aforesaid.
If payment in respect of any of the goods comprised in this contract is overdue in whole or in part or immediately upon the commencement of any actual proceeding relating to the customer’s solvency, SWISSPEARL may recover and/or resell the goods or any portion of them and may enter upon the Customer’s premises by its servants or agents for that purpose.
Nothing in these conditions shall confer any right on the Customer to return goods supplied by SWISSPEARL or to refuse or delay payment for them.
If the goods or any part thereof are incorporated in or used as material for or in manufacturing other products before payment in full to SWISSPEARL the property in the whole of such products shall vest with and remain with SWISSPEARL until such products have been sold as the case may be and all the SWISSPEARL’s rights hereunder in relation to the goods and/or proceeds of sale thereof shall extend to such products. SWISSPEARLS’s rights hereunder shall be in addition to any and all other rights it may have against the customer at law or in equity.
Unless otherwise stated on SWISSPEARL’s delivery note, goods will be invoiced for on dispatch from our warehouse. Terms of payment will be 30 days EOM (end of month, Monday-Friday) unless otherwise stated.
SWISSPEARL reserves the right, without prejudice to the Customer’s liability to pay on the due date, to charge interest on any overdue balance at the rate of 4% higher than the ruling triple A overdraft rates. Such right shall be in addition and without prejudice to any other rights SWISSPEARL may have herein.
Where payment is to be made by instalments the failure of the Customer to pay any instalment in due time shall entitle SWISSPEARL to treat such failure as a repudiation of the whole contract by the Customer and (without prejudice to any other right) to recover damages for such breach of contract).
SWISSPEARL shall have a general lien upon any goods of the Customer in its possession for any sum for the time being due to SWISSPEARL from the Customer.
Once an order has been duly accepted by SWISSPEARL cancellation by the Customer will only be accepted at the sole discretion of SWISSPEARL subject to SWISSPEARL being indemnified against all charges for work carried out and for expenses incurred relating to the order prior to acceptance of the cancellation and against any loss (including loss of profit) which may be occasioned by such cancellation.
SWISSPEARL, subject to the prior agreement of a Director, may accept at its sole discretion the return of any standard products from the then current range, provided the Customer returns them at his own risk and expense to the distribution centre nominated by SWISSPEARL in their original packaging and in resaleable condition. A charge for accepting the returned goods will be levied on the basis of 33% of the original invoiced rate subject to a minimum charge of £80 / € 100.00 plus VAT.
If a customer shall, in the sole opinion of SWISSPEARL be unable or be likely to be unable to pay any sums he owes SWISSPEARL, SWISSPEARL shall (without prejudice to any other rights) be entitled to demand security prior to delivery either by payment in cash, bank transfer, or by bank guarantee notwithstanding any terms of payment previously agreed and in the event that the Customer is unable to provide the security the Customer shall be deemed to have repudiated the contract and SWISSPEARL shall be entitled to delay delivery of the goods indefinitely or accept the repudiation of the contract without liability.
If the Customer commits any breach of these Conditions or of the contract or if any distress or execution be levied or be attempted to be levied upon the Customer or his property or if the Customer shall make or offer to make any arrangement with creditors or commit any act of bankruptcy or if any petition receiving order in bankruptcy be presented or made against him or if a receiver be appointed over all or any of the assets of the Customer or if a winding-up order be made against the Customer or if the Customer goes into liquidation (otherwise than for the purpose of reconstruction or amalgamation) or makes default in any payment SWISSPEARL shall without prejudice to any other rights and remedies it might have and without any liability have the right immediately by notice in writing to:
All goods and materials supplied to the Customer hereunder shall be stored and fixed in accordance with the manufacturer’s instructions set out in the latest written recommendation of SWISSPEARL and SWISSPEARL shall be under no liability for any loss or damage which may arise as a result of the failure to adhere to such recommendations in all respects.
Subject to the condition 8 hereof and to the terms of these conditions SWISSPEARL will send the Customer free of charge goods equivalent in quantity to any goods containing any defects which are solely attributable to faulty manufacture or material and which appear within 1 month of delivery provided that the Customer notifies SWISSPEARL immediately any such defects are detected and at SWISSPEARL’s request, returns the goods at his own expense to SWISSPEARL. If such defects are confirmed such expenses will be refunded by SWISSPEARL.
The obligation in condition 11.1 does not include:
Save as provided in these conditions and except that these conditions may be rendered void or unenforceable under an enactment, no condition is made or to be implied, nor is any warranty given or to be implied as to the quality (merchantable or otherwise) or fitness of goods supplied or that they will be suitable for any particular purpose or for use under any specific conditions that may be known or made known to SWISSPEARL and accordingly these conditions exclude all conditions or warranties expressed or implied by statute, common law, trade usage or otherwise and SWISSPEARL shall be under no liability to the Customer for any loss, damage or injury or expense arising from a defect in the goods or from any case whatsoever relating to the goods.
The Customer shall inspect all goods immediately upon delivery and in the event that the Customer alleges that the quality of the goods delivered does not correspond with the quality stated in the delivery note or that such goods are defective he shall bring such shortages and defects to the attention of the driver of the delivery vehicle and clearly mark the details on the signed delivery note and, within 2 days of delivery give to SWISSPEARL notice in writing specifying the particulars of his complaint.
In the event that the Customer shall fail to give such notice aforesaid, SWISSPEARL shall have no liability in respect of any alleged non-delivery of goods or defects therein which should have been apparent on a reasonable visual inspection at the time of delivery.
Warranties as to product performance may not be given by the Customer without the written permission of SWISSPEARL.
SWISSPEARL may cancel any contract without prejudice to any other rights and remedies it may have and without any liability whatsoever if prevented from performing it owing to force majeure.
Any notice to be given by SWISSPEARL or the Customer shall be sufficiently given if posted by first class letter post or delivered by hand to the other at the address set out in the contract. Every notice shall be deemed to have been received and given either forty‐eight hours after posting or at the time of delivery. SWISSPEARL shall be at liberty to enter into sub‐contracts with third parties for the purpose of discharging its obligations under the contract. The contract and these conditions are governed by the laws of Ireland and any dispute arising in relation to the goods supplied or the terms of the contract shall be determined by the Courts of Ireland to whose jurisdiction and decision SWISSPEARL and the Customer submit.
