1.  INTERPRETATION

1.1  Definitions. In this Agreement, the following definitions apply:

1.2  Interpretation. In this Agreement, unless the contrary intention is stated, a reference to:

(a)  A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b)  A reference to a party includes its personal representatives, successors or permitted assigns.

(c) The masculine, feminine and neuter gender respectively includes the other genders, references to the singular include the plural (and vice versa) and references to persons include firms, corporations and unincorporated associations.

(d)  a statute or statutory provision includes any consolidation, re-enactment, modification or replacement of the same, any statute or statutory provision of which it is a consolidation, re-enactment or replacement of and any subordinate legislation in force under any of the same from time to time;

(e) Any phrase introduced by the terms including, include, in particular, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(f) A reference to writing or written includes email.

2.   BASIS OF SALE

2.1  This Agreement and the conditions as set out herein apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2  The Order constitutes an offer by the Customer to purchase the Goods in accordance with this Agreement. The Customer is responsible for ensuring that the terms of the Order submitted by the Customer are complete and accurate.

2.3  The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, or notifies the Customer that the Goods are being dispatched for delivery.

2.4  This Agreement constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in this Agreement.

2.5  Unless it is expressly stated in this Agreement that any figures or statements therein or in the Company’s catalogues, sales literature or in any relevant drawings or other documents supplied by the Company as to the performance of the Goods are guaranteed to be accurate, such figures and statements shall be approximate. The Company gives no guarantee or representation that the Goods will in all cases be identical with the illustrations, weights and dimensions specified in such catalogues and literature drawings or other documents due to improvements and modifications to the Goods or their specifications that may be made from time to time.

2.6  For the avoidance of doubt, quotations by the Company shall not constitute offers to the Customer and their acceptance will not create any binding obligation on the Company.

2.7 The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order submitted by the Customer and/or confirmed and/or quoted by the Company.

 3.  GOODS

3.1  The Goods are as described on the Company's website and/or any ancillary documentation or information furnished by the company to the customer.

3.2  The Company reserves the right at its sole discretion to amend the specification of the Goods if required by any applicable statutory or regulatory requirements or otherwise. The Company further reserves the right to make any changes in the specification of the Goods which do not materially affect its quality or performance.

3.3  Unless it is expressly stated in this Agreement that any figures or statements therein or in the Company’s catalogues, sales literature or in any relevant drawings or other documents supplied by the Company as to the performance of the Goods are guaranteed to be accurate, such figures and statements shall be approximate. The Company gives no guarantee or representation that the Goods will in all cases be identical with the illustrations, weights and dimensions specified in such catalogues and literature drawings or other documents due to improvements and modifications to the Goods or their specifications that may be made from time to time. The Company further reserves the right to make any changes in the specification of the Goods which do not materially affect its quality or performance.

4.   QUALITY OF GOODS

4.1 The Company warrants that on delivery the Goods shall:

(a)  conform in all material respects with their description;
(b)  be free from material defects in design, material and workmanship; and
(c)  be fit for any purpose held out by the Company.

 4.2 Subject to clause 4.3, if:

(a)  the Customer gives notice in writing to the Company within a reasonable time of discovery (and in any event not more than 5 Business Days following delivery) that some or all of the Goods do not comply with the warranty set out in clause 4.1, and setting out in reasonable detail the nature of the default.;

(b)  the Company is given a reasonable opportunity of examining such Goods; and

(c)  the Customer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Customer’s cost, the Company shall, at its option, and as the Customer’s exclusive remedy, either repair or replace the defective Goods, or refund the price of the defective Goods in full.

 4.3 The Company shall not be liable for Good's failure to comply with the warranty set out in clause 4.1 in any of the following events:

(a)  the Customer makes any further use of such Goods after giving notice in accordance with clause 4.2; or

(b)  the defect arises because the Customer failed to follow the Company's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; or

(c)  the Customer alters or repairs such Goods without the written consent of the Company; or

(d)  the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(e)  the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

4.4  Except as provided in this clause 4, the Company shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 4.1.

4.5 The terms of this Agreement shall apply to any repaired or replacement Goods supplied by the Company.

 5.  DELIVERY

5.1 Delivery of the Goods shall be made to the Customer at the Site or as subsequently agreed in writing between the parties by post/courier as agreed between the parties.

5.2  Any dates quoted for dispatch are approximate only, and the time of dispatch is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.3 If the Company fails to dispatch the Goods within a period of 35 days from the date of payment of the Order (or agreed date of delivery) , then and in that event the Company shall refund any monies paid by the Customer in full and final settlement of any and all claims, to include consequential claims by the Customer. The Company shall have no liability for the failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.4  The Company may deliver the Goods comprising each Order by instalments, which may be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel the relevant Order or any other instalment of that Order.

 6.  TITLE AND RISK

6.1 The risk in the Goods shall pass to the Customer on completion of

(a)  Title to the Goods shall not pass to the Customer until the Company receives payment in full for the Goods; and any other goods that the Company has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums; or

6.2  Until title to the Goods has passed to the Customer, the Customer shall:

(a)  store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company's property;

(b)  not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c)  maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d)  notify the Company immediately if it becomes subject to any of the events listed in clause 9.3; and

(e)  give the Company such information relating to the Goods as the Company may require from time to time.

 7.  PRICE AND PAYMENT

7.1  The price of the Goods shall be the price set out in the Order.

7.2  The Company may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods.

7.3  The price of the Goods is exclusive of amounts in respect of value added tax ("VAT"). The Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Goods as applicable.

7.4  The Company may invoice the Customer for the Goods on or at any time after the placing of the Order.

7.5  Unless stated otherwise in the Order, the Customer shall pay the invoice in full and in cleared funds prior to the dispatch of the Goods by the Company Payment shall be made to the bank account nominated in writing by the Company

7.6  The Customer shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.

8.  INSPECTION

8.1  At any time, after dispatch of the Goods to the Customer, any Authorised Inspector shall be entitled to inspect, examine and test the Goods at the Site and, if any Goods are being stored on another site or premises, the Customer shall obtain for the Authorised Inspector permission to (i) enter onto such site or premises and (ii) carry out a like inspection on such site or premises.

8.2  The Customer shall on demand from the Company or any Authorised Inspector provide the Company or such Authorised Inspector with a complete, accurate and up to date inventory of all Goods supplied by the Company to the Customer and the location where all such Goods are stored.

8.3  The Customer shall make available to the Authorised Inspector, all necessary resources making it possible for the Authorised Inspector to inspect and to review the ongoing storage or use of the Goods and to investigate any complaints received from the Customer as regards the suitability and/or performance of the Goods.

8.4  Any inspection, examination or test required or carried out by the Company and/or an Authorised Inspector shall not in any way affect the Customer’s warranties or reduce or relieve the Customer of its obligations under this Agreement or constitute a waiver by the Company and shall be without prejudice to any of the Company’s other rights under this Agreement.

 9.  LIMITATION OF LIABILITY

9.1  Nothing in this Agreement shall limit or exclude the Company's liability for:

(a)  death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or

(b)  fraud or fraudulent misrepresentation; or

(c)  any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.

9.2  Subject to clause 10.1:

(a)  the Company shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this Agreement;

 10.  FORCE MAJEURE

The Company shall not be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond the Company’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, any disruptions to the Company’s business caused by the COVID-19 pandemic, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

11.  GENERAL

11.1 Waiver. A waiver of any right or remedy under this Agreement or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

11.2  Severance.

(a)  If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

(b)  If one party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

11.3  Notices.

(a)  Any notice or other communication given to a party under or in connection with this Agreement shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.

(b)  A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.6(a); if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.

(c)  The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

11.4  Governing law and jurisdiction. Subject as provided below, the Irish courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement and the parties submit to the exclusive jurisdiction of the Irish courts. Nothing in this clause limits the right of the Company to bring proceedings against Customer arising out of or in connection with this Agreement:

(a)  in any other court of competent jurisdiction; or

(b)  concurrently in more than one court of competent jurisdiction

 12.  Oldfilter is a registered trade name of Dinis Consultancy Limited.

13.  Oldfilter is not an authorised agent of Vokes, Mirrlees Blackstone, Ruston, Paxman, English Electric, Allen Diesel and does not purport to sell products for and on behalf of any of the above named companies. Further Our company is not an official representative of any of the brands displayed on the website. The brand names displayed on this page and their trademarks are the property of their respective owners.