Terms and Conditions
Terms and Conditions of Sale
The following Terms and Conditions of Sale apply to all vehicles purchased from Irish Commercials (Sales) Ltd., Millennium Park, Naas, Co. Kildare (hereafter called “the Company”). Once executed, the Vehicle Purchase Order Form (“VPO”) together with these Terms and Conditions of Sale form the contract between the Company and the Purchaser (“the Contract”). The Vehicle, Purchaser and Estimated Delivery Date shall be defined on the VPO.
1.1 Quotations provided are subject to fluctuations in price and may be withdrawn at any time before execution of the Contract. Quotations, unless otherwise specified by the Company, shall only be open for acceptance by the Purchaser within twenty-one (21) days from the date of issue. Upon expiration of the twenty-one (21) days, the quotation will automatically expire.
1.2 All quotations and prices provided are exclusive of costs and expenses of carriage, delivery and transfer including, without limitation, VAT and all other tax charges and levies applicable under Irish law.
1.3 The applicable price (the “Purchase Price”) shall be stipulated on the VPO. If, for any reason, the VPO does not state the Purchase Price of the Vehicle, the Company shall inform the Purchaser of the Purchase Price.
1.4 The Purchase Price is subject to change by reference to any fluctuation or change in any taxation measure, legislative instrument, or regulation affecting the sale, transfer or disposal of the Vehicle.
2.1 No order will be binding on the Company until the VPO and these Terms and Conditions are signed by a duly authorised person on behalf of the Company. The amount of any applicable deposit shall be noted on the VPO.
2.2 The Purchaser shall be solely responsible for ensuring that the specification and all information pertaining to the Vehicle on the VPO is accurate and correct and the Company shall accept no responsibility for any errors thereto.
2.3 The Company may require the Purchaser to pay a deposit as a condition of sale. The amount of any applicable deposit shall be noted on the VPO. Any deposit paid is non-refundable and shall be forfeited by the Purchaser on termination of the Contract or cancellation of an order, except where certain limited events arise as set out herein at 3.6, 3.7 or 14.3(v).
3.1 Delivery shall be the event upon which title, possession and control in the Vehicle transfers from the Company to the Purchaser (“Delivery”).
3.2 Delivery shall not occur until such time as (i) the Purchase Price has been paid to, and all monies are received by, the Company, (ii) the Purchaser has carried out an examination of the Vehicle (in accordance with 9.1) and (iii) the Contract has been entered into, and executed, by the parties.
3.3 Delivery shall be at the Company’s place of business unless otherwise stated on the VPO. The Purchaser accepts responsibility for, and shall discharge all costs related to, Delivery of the Vehicle.
3.4 The time of Delivery is not of the essence. The Company undertakes to make all reasonable endeavours to make Delivery of the Vehicle on or about the Estimated Delivery Date, as stated on the VPO but is unable to guarantee Delivery on the Estimated Delivery Date. The Company shall not be liable for any damages, cost, or claim for contingent or consequential loss or damage arising from any delay in making Delivery or non-completion of the Contract.
3.5 Late Delivery does not entitle the Purchaser to reject the Vehicle and/or terminate the Contract, save and except where 3.6 and 3.7 may apply.
3.6 If the Company fails to make Delivery of the Vehicle (other than because of an event treated as a force majeure event in law or any event outside of its control) within thirty (30) days of the Estimated Delivery Date, the Purchaser may upon notice to the Company require Delivery of the Vehicle within fourteen (14) days of receipt by the Company of such notice. If Delivery is not made within the said fourteen (14) days, the Purchaser may elect to terminate the Contract and in that event, the Company shall return the deposit paid (if any) to the Purchaser and the Company shall be under no further liability whatsoever to the Purchaser.
3.7 If the Company fails to make Delivery of the Vehicle within three (3) months of the Estimated Delivery Date owing to an event treated as a force majeure event in law or any event outside of its control, including but not limited to, strikes, lock-outs, trade disputes, difficulty in obtaining workmen or material, breakdown of machinery, accident, fire and bad weather, the Company shall be at liberty upon notice to the Purchaser to terminate the Contract and in those circumstances shall return the deposit paid (if any) to the Purchaser and the Company shall be under no further liability whatsoever to the Purchaser.
4.1 The Purchaser will be notified when the Vehicle is ready for Delivery and the Purchaser shall accept, collect and take Delivery of the Vehicle within seven (7) days thereafter. Where the Purchaser fails to accept, collect and take Delivery of the Vehicle within the stated seven (7) days, the Purchaser shall be liable for, and shall reimburse the Company for, any cost associated with storing, insuring and maintaining the Vehicle until Delivery.
4.2 Where the Purchaser fails to accept, collect and take Delivery of the Vehicle within thirty (30) days of notification of its availability, the Company shall be at liberty to treat the Contract as repudiated by the Purchaser and thereupon the deposit shall be forfeited without prejudice to the Company’s right to recover from the Purchaser by way of damages, any loss or expense which the Company may suffer or incur by reason of the Purchaser’s default. The Purchaser shall be liable and shall reimburse the Company for all costs associated with the repudiation of the Contract and resale of the Vehicle.
5. Additional Equipment & Alterations
5.1 The Company reserves the right to make any changes without notice in material, dimensions and designs, which it thinks reasonable/desirable without affecting the validity of the Contract.
5.2 Any additional equipment or alterations not forming part of the specification for the original manufactured vehicle may be fitted at the Purchaser’s request and risk. The incorporation of any such alterations or additional equipment shall not be guaranteed by the Company. The Company shall not accept any liability for the suitability or fitness thereof and shall not provide any warranty relating to same.
5.3 To facilitate the Purchaser, and at the Purchaser’s request, the Company may, in its sole discretion, agree to accept the manufacturer’s invoice and include and issue the Purchaser with one invoice requiring payment by the Purchase of the aggregate amount of the price of such manufacturer’s invoice and the Purchase Price of the Contract. Where the Company decides not to exercise its discretion in this regard receipt and payment of the manufacturer’s invoice in respect of the additional equipment or alterations shall be a matter solely for the Purchaser.
6. Illustration & Descriptions
6.1 Any samples, drawings, descriptions, specifications or advertising shown in brochures or other advertising or promotional material issued by the Company are issued or published for guidance only with the sole purpose of giving an approximate idea of the Vehicle and shall not form part of the Contract.
7.1 Inspections/tests will be allowed at the Company’s workshop, if requested before the execution of the Contract. No claim made after Delivery regarding the suitability or quality of the Vehicle delivered will be entertained, except as provided by the Contract.
8. Exclusion of Liability
8.1 The Purchaser shall be responsible for all legal, taxation and regulatory obligations of ownership and use from Delivery of the Vehicle. The Company shall in no way be responsible for such obligations to include, without limitation, regulations as to construction, weight and equipment of the Vehicle.
8.2 The Purchaser shall be responsible for any legal, taxation or regulatory obligations that arise prior to Delivery including, without limitation, the obligation to weigh the Vehicle for road tax and pay the necessary road tax charges.
9. Conditions and Warranties
9.1 The Purchaser shall make a thorough examination of the Vehicle before accepting, collecting and taking Delivery of the Vehicle.
9.2 Where the Vehicle has been previously owned, the Company shall not be responsible in the event that there is any variation between the recorded mileage on the speedometer clock and the actual mileage travelled. This is not a situation which the Company envisages arising nor is it something that the Company would knowingly allow to happen. The Purchaser acknowledges and accepts this risk and acknowledges that the Company shall in no way be responsible should such deviation occur.
9.3 The Company gives no warranty express or implied as to the quality or fitness for purpose of the Vehicle other than what is contained herein. Any terms and conditions implied by statute or common law are expressly excluded to the fullest extent permitted by law.
9.4 In the event of any dispute regarding the condition or state of repair of the Vehicle, the Purchaser shall give the Company a reasonable opportunity to affect any necessary repairs, where deemed appropriate by the Company. The Company shall not be liable to the Purchaser for any sum greater than that paid by the Purchaser to the Company for the Vehicle.
9.5 Nothing in the Contract shall exclude the Company’s liability for (a) death or personal injury caused by the Company’s negligence; or (b) fraud or fraudulent misrepresentation; or (c) for any matter in respect of which it would be unlawful for the Company to exclude or restrict liability. Subject to the above, the Company shall not be liable to the Purchaser whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any loss of profit or indirect or consequential loss or loss of reputation or loss of business or economic loss arising under or in connection with the Contract.
9.6 The Purchaser shall not be entitled to any remedy for any alleged breach of warranty or any other alleged cause of action where they fail to provide immediate written notification of the alleged defect, or where they continue to use the Vehicle after giving notice of the alleged defect, or where the alleged defect only arose as a result of the Purchaser’s failure to follow the instructions regarding maintenance of the Vehicle, or where the Purchaser alters the Vehicle, or where the alleged defect only arose as a result of fair wear and tear by the Purchaser, or where the alleged defect arose because of the additional equipment or alterations purchased by the Purchaser.
9.7 No claim or action of any nature for less than €10,000 shall be instituted by the Purchaser against the Company in relation to the Contract.
10.1 The Company shall not provide a guarantee in respect of the Vehicle.
10.2 Where the Vehicle is a new vehicle, it shall be sold “as is” and subject only to the manufacturer’s guarantee as shall be noted in the accompanying ‘driver handbook’ which may be examined upon request. The Company will use its best endeavours to secure for the Purchaser the benefit of any guarantee issued by a manufacturer or third party in respect of the Vehicle. It is hereby expressly agreed that the Company shall have no liability in respect of the observance of the terms of any such guarantee.
10.3 Where the Vehicle was previously owned, no manufacturer guarantee shall be provided.
11. Title and Risk
11.1 Title to and ownership of the Vehicle shall remain vested in the Company until such time as Delivery occurs and the Purchase Price and any other sums payable for the Vehicle have been received by the Company. Risk in the Vehicle shall pass to the Purchaser on Delivery, save for in circumstances where Clause 11.2 shall apply. Until such time as Delivery occurs all title and ownership in the Vehicle shall remain vested in the Company.
11.2 If for whatever reason the Company decides, in its sole discretion, to allow the Purchaser take possession of, or use, the Vehicle prior to receiving full payment of the Purchase Price the Purchaser accepts, acknowledges and agrees that such parting of control shall not amount to Delivery of the Vehicle. In these circumstances the Purchaser accepts, acknowledges and agrees that all title and ownership in the Vehicle shall remain vested in the Company. In these circumstances the Purchaser will bear all risk of possession and control (and in this respect only Clause 11.1 shall not apply) of the Vehicle and will:
(i) insure the vehicle to such specification as the Company may require; and
(ii) provide such documentation, including certificates, as the Company may require.
11.3 In the event of the Company exercising its discretion under Clause 11.2 the Company reserves the right to repossess, or otherwise take back control and possession of, the Vehicle by demand without notice to the Purchaser. The Purchaser hereby authorises the Company to enter onto any properties within its ownership or control (where deemed necessary by the Company to repossess or otherwise take back control and possession) and hereby acknowledges the right of the Company to repossess or otherwise take back control and possession of the Vehicle in such circumstances.
11.4 If, in the event of the Company exercising its discretion under Clause 11.2 , the Vehicle has been altered or modified in any way to the Purchaser’s requested specification, and such alteration or moderation does not accord with the permissible alterations and/or additions under Clause 5.2 (Alterations and Additional Equipment) hereof the Company shall be entitled to recover the cost of undoing any such variation, alteration, and/or modification to prepare the truck for resale in the event that Delivery fails to occur in accordance with the terms hereof.
11.5 In the event of the Company exercising its discretion under Clause 11.2 The Company is entitled to recover the write-down value in circumstances where it is necessary to repossess, or otherwise take back control and possession of, the Vehicle.
11.6 Any intellectual property rights in the Vehicle shall at all times remain vested with the Company (or relevant third party). Where it is alleged that the Vehicle sold infringes any intellectual property rights of any third party, the Purchaser shall notify the Company of such allegation.
12.1 Except in a situation where the Company allows the Purchaser to take possession or use of the Vehicle prior to Delivery in accordance with Clause 11.2 the Company shall, as the owner of the Vehicle, continue to insure the Vehicle for the period up to and immediately preceding Delivery.
12.2 On Delivery the Company shall in no way be responsible for the insurance of the Vehicle and the Purchaser hereby accepts and conclusively assumes that the Vehicle shall not be covered by any insurance. The Purchaser shall be responsible for ensuring that the Vehicle is properly insured on Delivery and the Company shall not be responsible for any omission, negligence or breach of duty of the Purchaser, its servants or agents in connection with the insurance of the Vehicle (irrespective of whether the Vehicle is new or second-hand when sold under the Contract).
12.3 If the Company exercises its discretion under Clause 11.2 the Purchaser shall comply with the requirements of Clause 11.2 (i) and Clause 11.2 (ii) from the date upon which the Company allows the Purchaser to take possession in accordance with the terms thereof.
13.1 Any dispute or difference of any kind whatsoever which may arise between the Company and the Purchaser shall be referred to a single arbitrator to be agreed upon between the parties or, in the absence of agreement, to be named by the President for the time being of the Society of the Irish Motor Industry. The arbitrator from time to time acting under this provision shall have, and may exercise, all the powers conferred on arbitrators by the Arbitration Act 1954-2010.
14.1 Payment in full must be made to the Company prior to Delivery of the Vehicle. Payment is of the essence. Interest, pursuant to the Late Payments in Commercial Transactions Regulations 2012 may be applied by the Company on any late payments.
14.2 The Purchaser shall not deduct, withhold, discount or set off any sums due and owing by the Company against the Purchase Price in any circumstances.
14.3 If the Company agrees, in its sole discretion, to accept a used vehicle provided by the Purchaser in part payment for the Vehicle, the used vehicle shall only be accepted by the Company upon the following conditions:
(i.) when the used vehicle is delivered to the Company, it shall be delivered in the same condition as when examined by the Company subject only to fair wear and tear duly accepted by the Company.
(ii.) the Purchaser warrants to the Company that the used vehicle agreed to be accepted as part of the purchase of the Vehicle is his or her property absolutely and not the subject of any contract with any third party or any hire purchase transaction capable of cash settlement by the Purchaser.
(iii.) the used vehicle shall be delivered to the Company prior to the date of Delivery of the Vehicle.
(iv.) the ownership and risk of the used vehicle shall not pass to the Company until the aforesaid conditions have been complied with and the said used vehicle has been delivered by the Purchaser and accepted by the Company.
(v.) Should the Company for any reason be unable to effect Delivery of the Vehicle within thirty (30) days of the Estimated Delivery Date, the Company may elect to vary the notional amount originally offered to the Purchaser in respect of the used vehicle. The Company shall notify the Purchaser of such variation. Within seven (7) days of receipt of such notification, the Purchaser may elect to terminate the Contract in which event the Company shall return the deposit paid (if any) to the Purchaser and the Company shall be under no further liability to the Purchaser. If no communication is received from the Purchaser within seven (7) days of the Company’s notification, the Purchaser will be deemed to have accepted the varied notional amount.
(vi.) Should the Company for any reason terminate the Contract after receipt of the used vehicle and where the Company has sold the used vehicle, the Company will account to the Purchaser for the price of the used vehicle less the cost of any repairs and/or servicing undertaken by the Company on the used vehicle prior to its sale and the Company shall be under no further liability to the Purchaser.
15. Termination Events
15.1 The Company is entitled to terminate the Contract with immediate effect and withhold any deposit paid in the event of any of the following occurrences (each and any being a “Termination Event”):
(i.) An Order has been made or petition presented or resolution passed for the winding up or dissolution of or for the appointment of a liquidator or examiner to the Purchaser (being a company) or anything analogist to any of the aforementioned events occurs in any other jurisdiction (otherwise than for the purposes of amalgamation or reconstruction upon terms previously approved in writing by the Company); or
(ii.) A receiver and/or receiver manager has been appointed over the whole or any part of the business or assets of the Purchaser (being a company) or any action taken seeking the appointment of such a person; or
(iii.) The Purchaser ceases or threatens to cease to trade or the Purchaser ceases, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debtors; or
(iv.) A meeting of the Purchaser’s creditors is called pursuant to the Companies Act 1963 (as amended) or the Purchaser commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement or composition with its creditors; or
(v.) Any party takes any action including but not limited to legal proceedings to enforce or foreclose any lien or mortgage over or in respect of any property of the Purchaser or to forfeit any estate or seeks to enter into possession of any property in which the Purchaser has an interest; or
(vi.) The Purchaser (being an individual) is the subject of a bankruptcy petition or court order.
15.2 In circumstances where the Company exercises its discretion under 11.2 and a Termination Event occurs the Company shall be immediately entitled, without notice to the Purchaser, to repossess or otherwise take back possession and control of the Vehicle. The Purchaser hereby irrevocably authorises the Company to enter onto any properties within its ownership, possession or control so as to enable the Company repossess or otherwise take back possession and control of the Vehicle (where deemed necessary by the Company to do so) on the occurrence of a Termination Event.
16. Entire Agreement
16.1 The Contract constitutes the entire agreement between the Purchaser and Company (collectively known as “the parties”) relating to the purchase of the Vehicle. The Purchaser acknowledges and agrees that it has not relied on any statement, promise or representation (whether written, oral or implied) made or given by or on behalf of the Company which is not set out in the Contract. The terms and conditions set out in the Contract (the definition of which includes the VPO) are the only ones on which the Company will supply the Vehicle and prevail over any terms and conditions put forward by the Purchaser, including any terms or conditions which the Purchaser purports to apply which are endorsed on, delivered with or contained in any confirmation of order or any other document exchanged.
16.2 There are no conditions or warranties of any nature express or implied attaching to the Contract other than those which are contained in the Contract.
16.3 Salesmen or agents of the Company are not entitled verbally, or otherwise, to vary the conditions of the Contract or bind the Company and the Purchaser hereby acknowledges that no such communications shall form part of the Contract or in any way bind the Company.
16.4 In the event that the Terms and Conditions and VPO are inconsistent or contradictory, the VPO shall prevail.
17.1 Any notice required to be provided in accordance with the Contract must be in writing and delivered by pre-paid registered post to the address provided on the VPO and shall be deemed to be received three (3) working days thereafter. In circumstances where an email address is provided by the Purchaser on the VPO, notice by email shall be effective and deemed to be received on the same day as sent.
18. Governing Law
18.1 The Contract shall be governed by and construed in accordance with the Laws of Ireland and is subject to the exclusive jurisdiction of the Irish Courts.
19.1 The parties agree that if any term, condition, provision, or part thereof, in the Contract is deemed unenforceable by a Court, then such term, condition, provision, or part thereof, shall be removed without affecting the validity and enforceability of the remaining terms, conditions, provisions, or respective parts thereof, within the Contract.