Terms of Service
In these conditions:
“Company” means Marathon Safety Solutions, Suite 40, Block 5, Northwood Court, Santry, Dublin 09 D09T266 or any subsidiary or associated company.
“Buyer” means any person, firm, company or unincorporated association, which orders or buys or licences goods from the Company.
“Goods” mean all or any goods distributed, sold or supplied from time to time by the Company, which are the subject an the Order and, where the context so admits any installment thereof.
“Invoice” means the invoice given or dispatched to the Buyer detailing the Goods and the Price.
“Order” means the contract between the Company and the Buyer (of which these conditions form part) for the supply of Goods by the Company to the Buyer.
ACCEPTANCE OF ORDERS
Any order placed by a Buyer with the Company for goods (including orders for goods on approval) shall be accepted entirely at the discretion of the Company and, if so accepted will only be accepted upon these Conditions. No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of such cancellation. Each order which is so accepted shall constitute an individual legally binding contract between the Company and the Buyer.
DELIVERY OF GOODS
Delivery of the Goods shall be deemed to have taken place when the Goods reach the Buyer’s place of business or the place designated by the Buyer for delivery of the Goods. In all circumstances, including Goods carried by the Company’s nominated carriers, delivery shall take place when the Goods come within the possession or control (actual or constructive) of the Buyer. Risk in the Goods shall pass to the Buyer immediately the Goods are delivered to the Buyer or its Representative, notwithstanding any failure by the Buyer or its representative to endorse its acceptance and the Company shall not have any responsibility in respect of the safety of the Goods thereafter, notwithstanding that the ownership of the Goods shall not have passed to the Buyer. Goods damaged by the Buyer its servants or agents whilst loading and unloading are the responsibility of the Buyer. The Buyer shall be responsible to insure the Goods against all risks. Every effort shall be made by the Company to dispatch all the Goods in good condition and on time. Any time or date for delivery given by the Company is given in good faith but is an estimate only. Events beyond the Company's control by which availability of the Goods, delivery, or the transportation of Goods should be made impossible or essentially difficult shall entitle the Company to cancel the Contract or to postpone delivery until such hindrance may be overcome. The right to cancel the Contract shall at all times be available to the Company, if essential changes in the business situation of the Buyer are considered by the Company to have taken place.
INSPECTION AND ACCEPTANCE OF GOODS
The Buyer shall inspect the Goods immediately upon delivery and within two days of delivery (time being of the essence) give notice in writing to the Company of any alleged shortages in the Goods or of any defect or damage to the Goods or of any other matter or thing by reason whereon the Buyer alleges that the Goods are not in accordance with the Order. If the Buyer shall fail to give such timorously, then the Goods shall be conclusively presumed to be in accordance with the Order in all respects and the Buyer shall not thereafter be entitled to reject the Goods or to claim from the Company in respect of any shortage, damage or other defect in the Goods. In the case of damage or other defect in the Goods, which was not apparent on reasonable inspection, notice shall be given to the Company within two days after discovery of the damage.
PROPERTY IN GOODS AND RISK
Notwithstanding delivery and passing of risk in the Goods, or any other provision of these conditions, property in the Goods shall not pass to the Buyer until the Company has received in cash or cleared funds payment in full of the Price and of all other sums plus VAT which may be due by the Buyer to the Company at the time and the Price and all taxes and duties are paid in full. Until the property and the Goods passes, the Buyer shall keep the Goods free from any lien, charge or in cumbrance and the Company may at any time require the Goods to be returned to it by the Buyer and if such requirement is not met within three days of demand for return to it, the Company may take possession of the Goods and may visit (and is hereby authorised to enter) any premises of the Buyer or third party where the Goods are kept for the purpose of taking possession of the Goods.
PRICE AND PAYMENT
The Price shall be calculated by reference to the Price quoted by the Company or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company’s Price List current at the date of delivery of the Order plus Value Added Tax at the rate applicable. The Price shall be payable in the currency stated in the contract. Every effort shall be made by the Company to deliver the Goods at the price quoted, however, the Company reserve the right to alter the price in the event of any increase in import duty, tax variation, freight or carriage charges or insurance charges or any other charges to which the Goods are subject.
All invoices shall be paid by the Buyer in advance to ensure delivery. No goods will be dispatched or delivered by the company until which time remittance of payment is received by the Company from the Buyer.
The Price and any increases and any other charges and value added tax at the rate applicable shall be paid in full by the Buyer to the Company and shall be so paid on or before the date shown on the Invoice, as the Due Date for the payment unless otherwise agreed in writing between the Company and the Buyer.
If the Price is not paid in full by the Due Date, the provisions of the European Communities (late payment in Commercial Transactions) regulations 2002, Statutory Instrument No. 388 of 2002 and any amendments thereto from time to time shall apply and interest will be payable pursuant to the terms of the Statutory Instrument. If the Buyer fails to make timeous payment the Company may at its option suspend all further deliveries of Goods.
The Buyer shall indemnify the Company in respect of all loss, damage or injury occurring to any person, firm, company or property, and against all actions, suits, claims and demands, charges or expenses in connection therewith for which the Company may become liable in respect of the Goods in the event that such loss, damage, or injury shall have been occasioned by the negligence or breach of duty of the Buyer.
In the event of the Buyer committing any breach of any term or provision of the Order (including, for the avoidance of doubt, these conditions), going into liquidation, having a receiver, examiner or other similar officer appointed over the whole or any part of its assets, becoming bankrupt or apparently insolvent or granting any trust deed or entering into any composition or similar arrangement with its creditors, or if any circumstances arise which, in the sole opinion of the Company render any of the foregoing likely to occur, then the Company shall be entitled, without notice and without any liability whatsoever, to terminate the Order forthwith and to enter the Buyer’s premises for the protection, removal, realization and disposal of any of the Goods in which the property shall not have passed to the Buyer in accordance with these conditions. The Company shall also be entitled to cancel all Orders or any part thereof remaining unfilled between the Company and the Buyer and to sell to any other party or otherwise dispose of and deal with the Goods.
No failure or delay by the Company to exercise any right, power, remedy or privilege shall operate as a waiver of the same.
Last change, March 19th, 2021