STANDARD TERMS AND CONDITIONS FOR SALE OF GOODS OF Roundtower Building Products Limited
In this document the following words shall have the following meanings:
1.1 "Buyer" means the organization or person who buys Goods from the Seller.
1.2 "Goods" means the articles to be supplied to the Buyer by the Seller.
1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs,
copyright, trademarks, know-how and all other forms of intellectual property wherever in the
1.4 "List Price" means the list of prices of the Goods maintained by the Seller as amended from
time to time.
1.5 "Seller" means RoundTower Building Products and anyone acting on their Behalf
2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to
the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by
the Buyer whether in negotiation or at any stage in the dealings between the parties, including
any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in
writing, separately from such terms, that it wishes such terms to apply and this has been
acknowledged by the Seller in writing.
2.2 Any variation to these Terms and Conditions (including any special terms and conditions
agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
2.3 Nothing in these Terms and Conditions is intended to or shall have the effect of limiting,
excluding, prejudicing or in any way adversely affecting the rights of the Buyer if acting as a
consumer pursuant to the Sale of Goods and Supply of Services Act 1980, the European
Communities (Unfair terms and Consumer Contracts) Regulations 1995, the Consumer
Protection Act 2007 or any other similar or analogous legislation or statutory provisions for
the time being in force in the Republic of Ireland nor shall they operate to limit or exclude any
statutory rights which cannot be legally limited or excluded, including the statutory rights of
3 PRICE AND PAYMENT
3.1 The price shall be that in the Seller’s current List Price, or such other price as the parties may
agree in writing. The price is exclusive of VAT or any other applicable costs. If applicable,
carriage or delivery charges are additional and separate and shall be paid for by the Buyer at
the rate to be quoted by the Seller and to be agreed between the parties.
3.2 Payment of the price and VAT and any other applicable taxes, levies and/or costs shall be
paid before any products will be released.
3.3 The Seller shall be entitled to charge interest on overdue invoices from the date when
payment becomes due from day to day until the date of payment at the yearly rate that
applies to Judgment Debts pursuant to the Courts Act 1981 and in accordance with section
26 of the Debtors (Ireland) Act 1840 (as amended).
3.4 If payment of the price or any part thereof is not made by the due date, the Seller shall be
3.4.1 require payment in advance of delivery in relation to any Goods not previously
3.4.2 refuse to make delivery of any undelivered Goods whether ordered under the contract
or not and without incurring any liability whatever to the Buyer for non-delivery or any
delay in delivery.
3.4.3 terminate the contract.
Any description given or applied to the Goods is given by way of identification only and the
use of such description shall not constitute a sale by description. For the avoidance of doubt,
the Buyer hereby affirms that it does not in any way rely on any description when entering into
Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto
accept that such a sample is so shown and inspected for the sole purpose of enabling the
Buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample.
6 COLLECTION AND DELIVERY
6.1 Unless otherwise agreed between the parties in writing, the Buyer shall collect the Goods
from the Seller’s premises, and section 32(1) and section 32(2) of the Sale of Goods Act
1893 will not apply.
6.2 If the Seller has agreed in writing to deliver the Goods in accordance with clause 6.1, unless
otherwise agreed in writing, delivery of the Goods shall take place at the address specified
by the Buyer. The Buyer shall make all arrangements necessary to take delivery of the
Goods whenever they are tendered for delivery.
6.3 If the Seller has agreed in writing to deliver the Goods in accordance with clause 6.1, the
date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of
the essence of the contract.
6.4 In circumstances where the Seller has agreed in writing to deliver the Goods in accordance
with clause 6.1, if the Seller is unable to deliver the Goods for reasons beyond its control,
then the Seller shall be entitled to place the Goods in storage until such times as delivery may
be effected and the Buyer shall be liable for any expense associated with such storage.
6.5 The Buyer is under a duty to examine the Goods on delivery or on collection (as the case
6.6 In circumstances where the Seller has agreed in writing to deliver the Goods in accordance
with clause 6.1, the Buyer shall be entitled to replacement Goods where the Goods have
been damaged during transportation, subject to the requirement that the Buyer must notify
the Seller of the damage within 24 hours of delivery. To the extent permitted by law, the
Seller shall be under no liability whatsoever to the Buyer for any defects or shortages unless
notified within 24 hours of delivery. In all cases where defects or shortages are complained
of, the Seller shall be under no liability to the Buyer in respect thereof unless a reasonable
opportunity to inspect the Goods is provided to the Seller by giving at least 48 hours. notice
in writing before any use is made thereof or any alteration or modification is made thereto by
6.7 The Buyer is responsible for any damages during transportation if delivery has been
organized by the Buyer and section 32(1) and section 32(2) of the Sale of Goods Act 1893
will not apply.
Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the
Seller`s premises. Where the Buyer chooses to collect the Goods itself (or by its agent), risk
will pass when the Goods are entrusted to it (or its agent) or set aside for its collection (or
collection by its agent), whichever happens first.
Notwithstanding the passing of risk under clause 7 above, title in the Goods shall not pass to
the Buyer until the Seller has been paid in full for the Goods.
9.1 Where the Goods have been manufactured by the Seller and are found to be defective, the
Seller shall repair, or in its sole discretion, replace defective Goods free of charge within 30
Days from the date of delivery, subject to the following conditions:
9.1.1 the Buyer notifying the Seller in writing immediately upon the defect becoming
9.1.2 the defect being due to the faulty design, materials or workmanship of the Seller.
9.2 The Buyer shall be responsible for ensuring that the Goods are fit for the purpose for which it
wishes to use them and the Seller gives no warranty (and none shall be implied) that the
Goods are fit for that purpose (whether or not made known to the Seller) or for any particular
9.3 Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if
so, requested by the Seller.
9.4 Where the Goods have been manufactured and supplied to the Seller by a third party, any
warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer. The
Seller shall be entitled in its absolute discretion to refund the price of the defective Goods in
the event that such price has already been paid.
9.5 The remedies contained in this Clause are without prejudice to the other Terms and
Conditions herein, including, but without limitation, Clauses 10 and 11 below.
10.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any
representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its
behalf, prior to the making of this contract where such representations were made or given in
10.1.1 the correspondence of the Goods with any description.
10.1.2 the quality of the Goods; or
10.1.3 the fitness of the Goods for any purpose whatsoever.
10.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any
express term of this contract where such term relates in any way to:
10.2.1 the correspondence of the Goods with any description.
10.2.2 the quality of the Goods; or
10.2.3 the fitness of the Goods for any purpose whatsoever.
10.3 All implied terms, conditions or warranties as to the correspondence of the Goods to any
description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose
whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.
11.1 If any process is to be applied to the Goods by the Seller in accordance with a specification or
direction (as the case may be) submitted by the Buyer, the Buyer shall indemnify and hold harmless
the Seller from and against all loss, damages, costs and expenses awarded against or incurred by
the Seller in connection with or paid or agreed is be paid by the Seller in settlement of any claim for
infringement or alleged infringement of any intellectual property rights of any other person which
results from the Seller’s use of the Buyer’s specification or from the Seller complying with the Buyer’s
direction as the case may be.
11.2 Where the Buyer uses the Goods:-
11.2.1 In the manufacture, supply or distribution of any other goods; and/or
11.2.2 In the provision of a service;
then the Buyer shall indemnify and hold harmless the Seller from and against all loss, damages, costs
and expenses awarded against or incurred by the Seller in respect of such use by the Buyer arising
out of the manufacture, supply or distribution of those other goods or the provision of that service.
11.3 The Buyer shall indemnify and hold harmless the Seller from and against all loss, damages, costs
and expenses awarded against or incurred by the Seller in respect of:-
11.3.1 any liability which the Seller may incur as a result of a claim against the Seller by a
third party under the Liability for Defective Products Act 1991 (or any other similar or
analogous legislation or statutory provisions for the time being in force in the Republic
11.3.2 Any warranty whatsoever given by the Buyer to any third party; and/or
11.3.3 Any loss caused by the Goods.
11 LIMITATION OF LIABILITY
11.2 Where any court or arbitrator determines that any part of Clause 10 above is, for whatever
reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer
but in an amount not exceeding the contract price.
11.3 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude
the liability of the Seller for death or personal injury as a result of the Seller’s negligence or
that of its employees or agents.
12 INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this
Agreement shall, so far as not already vested, become the absolute property of the Seller,
and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the
Seller by the execution of appropriate instruments or the making of agreements with third
13 FORCE MAJEURE
The Seller shall not be liable for any delay or failure to perform any of its obligations if the
delay or failure results from events or circumstances outside its reasonable control, including
but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or
machinery or shortage or unavailability of raw materials from a natural source of supply, and
the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for
such time as the Seller considers unreasonable, it may, without liability on its part, terminate
14 RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or
implying any partnership or joint venture between the parties and nothing in these Terms and
Conditions shall be deemed to construe either of the parties as the agent of the other.
15 ASSIGNMENT AND SUB-CONTRACTING
The contract between the Buyer and Seller for the sale of Goods shall not be assigned or
transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer,
without the prior written consent of the Seller.
The failure by either party to enforce at any time or for any period any one or more of the
Terms and Conditions herein shall not be a waiver of them or of the right at any time
subsequently to enforce all Terms and Conditions of this Agreement.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable
for any reason by any court of competent jurisdiction such provision shall be severed and the
remainder of the provisions hereof shall continue in full force and effect as if these Terms and
Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
18 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of the
Republic of Ireland and the parties hereby submit to the exclusive jurisdiction of the Irish