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Terms and Conditions of Sale - German Auto Components

1) General

1.1 The "Seller" means German Auto Components, registered in Ireland Number:427264, with it's registered place of business being, 3, Craftmasters Complex, Greenhills Industrial Estate, Walkinstown, Dublin 12. 1.2 The "Purchaser" means the Individual, Sole Trader or Company with whom the Seller contracts. 1.3 Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Purchaser on a principal debtor basis. 1.4 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Client on a principal debtor basis. 1.5 Price” shall mean the cost of the Goods as agreed between the Seller and the Purchaser

 
1.2 All goods are sold subject to these terms and conditions of sale which shall prevail over all terms and conditions referred to by the Purchaser, in order, correspondence or elsewhere unless specifically agreed in writing by both parties and any conditions or stipulations to the contrary are hereby excluded.
 
1.3 No employee or other people acting or purporting to act on behalf of the Purchaser is authorised to agree or effect any alteration in these terms or make of give any representation or warranty in relation to the goods or services save only that a Partner, Principal, Director of the Sellers Company may in writing agree such alterations or make or give such representation or warranties.
 
2) Quotations

2.1 A quotation does not constitute an offer and any order given in respect of a quotation shall not be binding on the Seller unless accepted by the Seller in writing.
 
3) Oral Orders

3.1 All oral orders and any variation unless confirmed in writing will deem the Seller not liable for any errors or misunderstandings.
3.2 Oral acceptance of orders by Seller shall be deemed to have been made subject to these terms and conditions of sale.
 
4) Price Adjustment

4.1 The Seller shall have the right to vary without notice the prices quoted or previously charged to those ruling at time and date of despatch to include all written prices on or lists that may have been given or published.
 
5) Cancellation of Orders

5.1 Cancellation of accepted orders made by the Purchaser will be allowed only at the Sellers discretion and the Seller may levy a charge for all works and expenses incurred in relation thereto up to the full price of the goods.
 
6) Terms of Payment

6.1 Prices quoted are net of Vat ex-works unless otherwise stated.
6.2 Payment to Seller is as agreed with Purchaser either, Cash on Delivery (payment on receipt of goods), End of Month of Invoice Date, (up to 30 days credit), or Monthly, (payment to be made by end of month following the month in which the invoice is issued), the Seller reserves the right to alter purchasers given terms or any variation thereof.
6.3 If payment is in arrears to the Seller contrary to the Purchasers given payment terms, in addition to its other remedies the seller reserves the right to charge interest at 4% above the ECB base rate prevailing at the time, on a day to day basis from the due date of settlement.
6.4 Where the buyer submits a cheque to the Seller and the cheque is not honoured by the Purchasers bank, all bank charges and other costs incurred by the company relevant to the cheque will be charged to the Purchaser.
6.5 It is the Purchasers responsibility to ensure that payment is made to the Seller by the due date.
 
7) Despatch of Goods

7.1 All the Sellers despatch and delivery dates or times quoted are quoted in good faith but are to be treated as estimates only. The Seller shall not be liable for any loss, damage or expense caused to the Purchaser by despatch or delivery however so caused.
7.2 For orders received before 12:00pm on normal business days, delivery will be within 2 working days from date of order. For orders outside the ROI delivery will be 5 working days. Delivery schedules are estimates only and the Seller will not be liable for any consequential losses due to it's failure to deliver promptly or at all. Normally goods will be delivered carriage paid, but the Seller reserves the right to charge for any special delivery or deliveries of small value.
 
8) Delivery

8.1 The Purchaser shall be responsible for providing adequate labour and facilities at delivery point or unloading goods ordered and shall keep the Seller indemnified against all claims however arising from such unloading operations.
8.2 The Seller will not accept any claims for shortages, damaged goods, mis-delivery, unless made within 24 hours of despatch on daily delivery purchases, or in the case of outside carriers 5 working days of despatch.
8.3 Non delivery will not be accepted by the Seller unless notified in writing by the Purchaser within 10 working days of date of invoice.
 
9) Return of Goods

9.1 The Seller will accept return of new goods on a single unit basis for replacement only, at its discretion and without penalty to the Purchaser only if: Goods were standard stock items and that they meet the following criteria i) Goods are in resalable condition including all original packaging and user instructions ii)Full purchase documentation information is given.
Returns will not be accepted on specially ordered or non stock items.
9.2 Return of goods subject to condition 9.1 not received within 7 days of purchasers receipt will have a handling charge of up to 15% which will be levied from the credit document at the discretion of the seller.
9.3 Credit will not be given by the Seller on any goods returned by the purchaser on a transaction over 6 months prior to their return.
9.4 The return of new goods from Purchaser stock or goods on a multiple basis will only be accepted with prior arrangement with the Seller.
9.5 The return of goods will be the responsibility of the Purchaser and will only be collected by the Seller if or when further delivery by its own transport are carried out to or nearby the collection point unless otherwise agreed by both parties.
 
10) Fitness for Purpose

10.1 The company take every care with regard to the quality of the goods it supplies as far as it is able to. However as the goods are used for a multiplicity of purposes and the Seller has no control over the method of their application or use, the Seller excludes as far as it legally may do so any condition or warranty implied by statute or otherwise as to the fitness of it's goods for any particular purpose. Any technical cooperation between the Seller, it's suppliers, or the Purchaser shall not affect this condition.
 
11) Property and Risk

11.1 Following delivery of goods to the Purchaser the risk shall pass but the Seller shall remain the legal owner of them until such times as the Purchaser has paid to the Seller the full purchase price.
11.2 The Purchaser shall be at liberty to deliver the goods to a third party pursuant to an agreement to resell the goods prior to making payment to the Seller, otherwise the purchaser, until payment in full has been made, shall hold the goods in its possession in a judiciary capacity, shall keep the goods separate from other assets and shall obliterate any mark placed on the goods by the Seller identifying the goods as products of the Seller.
11.3 The Seller shall be entitled at any time after payment for the goods has become due, to retake possession of the goods removing them there from.
11.4 The Sellers rights herein contained shall be in addition to the Sellers right to maintain an action against the purchaser for the price of the goods and any other rights available to the Seller at law or in equity.
 
12) Warranty

12.1 Subject to the conditions of warranty set out in Clause 9.1 the Supplier warrants that if any defect in any products from the Supplier becomes apparent and is reported to the Supplier within 2 days of the date of delivery (time being of the essence) then the Supplier will either (at the Supplier’s sole discretion) repair the defect or replace the Goods.
12.2 The conditions applicable to the warranty given by Clause 10.1 are:
(a) The warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
(i) Failure on the part of the Client to properly maintain any Goods; or
(ii) Failure on the part of the Client to follow any instructions or guidelines provided by the Supplier; or
(iii) Any use of any Goods otherwise than for any application specified on a quote or order form; or
(iv) The continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
(v) Fair wear and tear, any accident or act of God.
(b) The warranty shall cease and the Supplier shall thereafter in no circumstances be liableunder the terms of the warranty if the workmanship is repaired, altered or overhauled without the Supplier’s consent.
(c) In respect of all claims the Supplier shall not be liable to compensate the Client for any delay in either replacing or repairing the workmanship/Goods or in properly assessing the Client’s claim.
12.3 For Goods provided, the warranty shall be the current warranty provided by the manufacturer of the Goods. The Supplier shall not be bound by nor responsible for any term,
condition, representation or warranty other than that which is given by the manufacturer of the Goods.
 
13) Errors and Omissions

13.1 The Seller reserves the right to correct any errors and omissions in invoices and any other documents, no liability arising out of any such errors or omissions will be accepted.
 
14) Reservations of Title

14.1 Not withstanding delivery and passing of risk, legal and beneficial ownership of goods supplied by the Seller shall remain the Sellers property until full payment for the goods has been made. Until ownership passes the Purchaser shall hold the goods as bailee for the Seller and must keep the goods free from any Charge, Lien or other Encumbrance. The Purchaser shall have possession of the goods but shall at all times remain accountable to the Seller on a Fiduciary in respect of the goods or the proceeds of sale of the goods until payment in full has been made to the Seller.
14.2 The Seller and it's associated members companies shall be entitled to repossess all goods not paid for in any sum due in respect of goods remaining unpaid for by the due date. The Seller and it's associated member companies may enter upon the premises of the Purchaser to repossess such goods. Where goods supplied by the Seller can be identified on the premises of the Purchaser and he Seller can produce invoices or other evidence of supply of such goods, this evidence can be accepted as proof of supply of the goods by the Seller in irrespective of whether or not the invoice can be specifically related to the particular item/items on the Purchasers premises.
 
15) Interpretation and Law

15.1 The construction, performance and validity of this contract shall in all respects be governed by Irish Law and the Purchaser hereby submits to the jurisdiction of the Irish Courts.
15.2 For the purpose of the Contracts (Rights of Third Parties Act 1999) only the Purchaser should be entitled to enforce this agreement or make any claim or demand against the Seller and no third party shall be entitled to claim any benefits under this agreement.
 
16) Unfair Contracts Terms

16.1 The Seller has drawn these Terms and Conditions of Sale for business in the light of the Unfair Contract Terms Act 1977 and the Unfair Terms In Consumer Regulations Act 1994 and are considered to be fair and reasonable and it's prices are based on contracts made on these conditions if the Purchaser considers these terms to be unreasonable he must inform the Seller in writing before any contract is made, otherwise he will be deemed to have accepted the Sellers terms are fair and reasonable.