LUMITECH LIMITED STANDARD TERMS OF BUSINESS
1. Interpretation In these terms of business:
"Supplier" means Lumitech Limited, registered in Ireland no. 355047, whose office is at G8 Maynooth Business Campus, Straffan Road, Maynooth, County Kildare, Ireland.
"Customer" means a person who purchases Goods and/or Services.
"Goods" means goods ordered by the Customer from the Supplier, pursuant to an order from the Customer which has been accepted by the Supplier.
"Services" means any services ordered by the Customer from the Supplier, pursuant to an order which has been accepted by the Supplier.
2. Quotations and Orders This quotation supersedes all previous quotes. It constitutes an invitation to treat by the supplier. Quotations are valid for 30 days from the date of issue and
may be amended by notice at any time. No order placed by the Customer shall be deemed to be accepted by the Supplier until a written acknowledgement of order is issued by the
Supplier or (if earlier) acceptance of a deposit by the Supplier.
3. Prices All prices quoted may be subject to variation as follows:
a. Where there is alteration in the costs or descriptions and illustrations of goods, services or labour available to the Supplier; or
b. Where the price of Goods or Services is affected by a change in the value of foreign currency between the date of an order and the date of invoice.
The Supplier shall notify the Customer as soon as reasonably practicable of any such variation in price and the Customer agrees to be bound by such variation.
4. VAT Unless expressly quoted otherwise, all prices are exclusive of value added tax or any other government taxes or duties (including without limitation any export or import taxes and
duties) which, if applicable, shall be paid by the Customer.
5. Deposit A percentage of the total price payable as advised by the Supplier is payable immediately on placing an order with the supplier. In the event of a cancellation by the Customer:
a. 50% of the deposit payable is non-refundable.
b. Where goods have already been shipped 75% of the deposit is non-refundable.
c. For bespoke or specially manufactured products 100% of the deposit is non-refundable.
6. Invoice The Supplier may invoice the Customer for Goods upon despatch. If Goods are delivered in instalments the Supplier may invoice the Customer separately for each instalment.
Where a separate price is payable for Services the Supplier may invoice the Customer at the end of each month for all Services performed up to that date with a final invoice upon
completion of the provision of the Services.
7. Payment Terms Unless otherwise stated by the Supplier, the Customer shall make all payments due to the Supplier, on the date of the invoice and always before the date of delivery.
Goods must be paid for in full by the Delivery date or sooner, by cheque or in cleared funds to a bank account nominated by the Supplier. No Delivery will take place where payment
has not been received in full.
8. No Deductions The Customer shall make all payments in Euros, without set-off or counterclaim and free and clear of all taxes, deductions, withholdings and other charges.
9. Interest EU regulation 2002 ( SI388 of 2002) which came into effect on August 7th 2002. This law was implemented to combat late payment in commercial transactions. Under this law, if
payments are not met within the agreed term, a penalty interest will become payable. The Customer shall pay to the Supplier interest on any overdue amount at a rate of 11% per
annum, which equates to a daily rate of 0.0301%. This will be accrued on all overdue balances until payment is received. Interest will be payable both before and after judgment.
10. Queries and Complaints Subject to clause 12 below and except for damage in transit, queries and/or complaints must be notified to the Supplier in writing within 7 days of a problem
arising, otherwise the Supplier shall have no liability to the Customer in respect of such problem. The Customer must advise the Supplier of damage in transit to Goods in writing within 72
hours of delivery otherwise the Supplier shall have no liability to the Customer for such damage.
11. Warranty The Supplier warrants that all Goods will be free from defects in workmanship or material and that any Services will be provided with due skill, care and diligence, and that any
materials used in providing such Services will be sound and reasonably fit for the purpose for which they are required. This warranty shall be valid only for a period of 12 months from
the date of delivery of the Goods or completion of the Services as appropriate. This warranty does not cover damage resulting from carelessness of the Customer or the Customers
employees, agents or contractors or failure to follow operating instructions and is dependant upon the Customer having paid all sums due to the Supplier in full. Subject to Clause 12
below, if the Supplier is in breach of this warranty, its liability shall be limited to:
a. replacement of the Goods concerned; or
b. correcting the relevant fault, at its own expense; or
c. at the option of the Supplier, reimbursement of the price paid for the Goods or Services concerned;
and the Supplier shall have no further liability to the Customer whether under these terms of business or on any other basis including liability in tort.
12. Non-Excludable Liability Nothing in these terms of business shall exclude or limit the liability of the Supplier for death or personal injury resulting from the negligence of the Supplier or
any of its employees or agents, nor shall they operate to exclude or limit any statutory rights which cannot be legally excluded or limited.
13. Consequential Loss Etc Subject to Clause 12 above, the Supplier shall not under any circumstances be liable to the Customer by reason of any representation or warranty, condition or
other term or any duty of common law, or under the express terms of these terms of business, for any consequential, special, incidental or punitive loss or damage (whether for loss of
current or future profits, loss of enterprise value or otherwise) and whether occasioned by the negligence of the Supplier, its employees or agents or otherwise, even if advised of the
possibility of such damages.
14. Force Majeure The Supplier shall not be liable for direct or consequential loss, damage, detention or delay resulting from causes beyond its reasonable control, or caused by fire, strike,
civil or military authority, insurrection or riot, embargoes, wrecks or delays in transportation.
15. Application These terms of business shall apply to any purchase of Goods or supply of Services under an order which is accepted by the Supplier. No other terms shall apply to the sale
of the Goods or the Supply of Services, including any standard conditions of purchase of the Customer, even if they are printed on the written order of the Customer or any other
document issued by the Customer. No variation to these terms shall have any effect unless expressly agreed in writing by the Supplier.
16. Governing Law These terms of business shall be governed by Irish law.
17. [Relationship of the Parties Nothing in these terms of business or elsewhere shall be deemed to make the Supplier an employee, agent or partner of the Customer for any purpose
B. SUPPLY OF GOODS
Where Goods are purchased by the Customer from the Supplier, the following terms shall apply in addition to the general terms in Section A:
1. Description The quantity and description of the Goods shall be as set out in the Supplier's quotation or acknowledgement of order. All samples, drawing, descriptive matter, specifications
and advertising issued by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are issued or published for the sole purpose of giving an
approximate idea of the Goods described in them. They will not form part of any contract between the Supplier and the Customer and shall not constitute a sale by sample.
2. Delivery :- Delivery is deemed made when the Goods are made available to the Customer for unloading at the point of delivery. The Customer is solely responsible for unloading. Unless
agreed otherwise in writing by the Supplier, delivery of Goods shall take place at the Supplier's place of business.
3. Delivery Date Any date specified by the Supplier for delivery of the Goods is an estimate and in the event of delay, shall be extended by a reasonable period. The Supplier shall use
reasonable efforts to meet any stated delivery date but shall not be liable (in contract, negligence or otherwise) for any direct or indirect loss or damage resulting from its failure to do so,
4. Non-Acceptance If for any reason (other than damage in transit) the Customer fails to accept delivery of any of the Goods when they are ready for delivery, or the Supplier is unable to
deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
a. risk in the Goods shall pass to the Customer;
b. the Goods shall be deemed to have been delivered; and
c. the Supplier may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
5. Instalments Unless otherwise expressly agreed, the Supplier may make delivery in one or more instalments. No cancellation or termination of any one instalment shall entitle the
Customer to repudiate or cancel any other instalment.
6. Packaging, Carriage and Insurance Prices are exclusive of any costs of standard packaging, carriage and insurance unless otherwise stated by the supplier, such costs shall be arranged
by the Supplier but paid by the Customer in addition to the price.
7. Risk/title The Goods are at the risk of the Customer from the time of delivery.
Ownership of the Goods shall not pass to the Customer until the Supplier has received in full (in cash or cleared funds) all sums due to it in respect of:
a. the Goods; and
b. all other sums which are or which become due to the Supplier from the Customer on any account.
The Supplier shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Supplier.
8. Resale. Where Goods are ordered by the Customer for resale purposes, until title to the Goods has passed to the Customer, the Customer must:
a. Hold the Goods on a fiduciary basis as the Supplier's bailee;
b. Store the Goods (at no cost to the Supplier) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the
c. Maintain the Goods in satisfactory condition and keep them insured on the Supplier's behalf for their full price against all risks to the reasonable satisfaction of the Supplier.
On request the Customer shall produce the policy of insurance to the Supplier.
9. Termination and Possession The Supplier shall be entitled to terminate all contracts with the Customer and/or to recover possession of any Goods in which title has not yet passed if the
a. fails to pay any sums owing to the Supplier in full on the due date; or
b. has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time
being in force for the relief of insolvent debtors; or
c. (being a body corporate) convenes a meeting of creditors (whether formal or informal)' or enters into liquidation (whether voluntary or compulsory) or has a receiver and/or
manager, examiner, administrator or administrative receiver appointed in respect of its undertaking or any part thereof, or is unable to pay its debts.
The Customer grants the Supplier, its agents and employees an irrevocable licence at any time, where title to any Goods has not yet passed to the Customer, to enter any premises
where such Goods are or may be stored in order to recover them in such circumstances.
10. Returnable Packaging If the Goods are supplied with packaging designated by the Supplier as returnable, the Customer shall return it, carriage-paid and in good order and condition to
premises in Ireland specified by the Supplier.
11. Installation :- The installation of goods should only be carried out by a competent person in accordance with the instructions supplied with the Goods and relevant Wiring regulations and
European standards. The Company will not be held responsible for failure of any Goods due to installation in an improper environment, installation not in accordance with relevant
regulations, improper working practice, misuse, negligent storage, or accidental damage. It is the installer’s responsibility to ensure that electronic equipment is not subject to transients
above the international immunity standards. The Company does not take responsibility for damage to any Goods caused by excessive mains transients.
SUPPLY OF SERVICES
Where Services are to be provided by the Supplier to the Customer the following terms shall apply in addition to the general terms in Section A:
1. Performance Dates The Supplier shall use reasonable efforts to meet any stated dates for performance but shall not be liable (in contract, negligence or otherwise) for any loss or
damage resulting from its failure to do so, howsoever caused.
2. Expenses Unless expressly quoted as including all expenses, all prices are exclusive of the Supplier's reasonable hotel, travel and other out-of-pocket expenses in providing the
Services. The Customer shall reimburse the Supplier for such expenses, subject to the Supplier properly vouching for them.
3. Sub-Contracting The Supplier may in its discretion delegate any of its duties in the provision of the Services.
4. Intellectual Property The Supplier shall retain all intellectual property rights arising as a result of any design and programming Services provided by the Supplier including without limitation
all copyright, design rights or database rights, whether registered or unregistered. The Customer shall have a non-assignable licence to use such intellectual property rights for their
intended purpose only, provided that payment of all sums due to the Supplier from the Customer has been made in full.