Terms and Conditions of Sales - Ireland

1. General

Waters Chromatography Ireland Limited (“Seller”) hereby agrees to sell the products to the Buyer upon the terms and conditions set forth herewith.  Seller shall not be bound by any standard or printed terms furnished by the Buyer in any of its documents, unless the Buyer specifically states in writing separately from such terms that it intends such terms to apply and the Seller acknowledges such notification in writing.

 2. Price

• Unless otherwise agreed at the time of sale, the price stated is ex-works and exclusive of VAT which shall be chargeable in addition upon supply of goods.
• All quotations and estimates used by Seller are, unless otherwise stated, based on current costs and are subject to amendment on or after acceptance of order by Seller to meet any rise in such costs.
• Any variation to prices quoted as a result of government taxes and levies will be for the Buyer’s account.
• Written quotations automatically expire 60 calendar days from the date issued and are subject to termination by notice within that period.  All orders based on written quotations are subject to Seller’s acceptance at its office in Dublin.

3. Delivery

• Stock items are processed for prompt delivery.  Whilst there is no minimum order value there is a minimum charge in respect of packing, handling and delivery.  Details of these charges are available on request.
• Notwithstanding that the Seller and the Buyer may agree to deliver the goods at some specified place the delivery of goods to a carrier for the purpose of transmission to the Buyer is deemed to be a delivery of the goods to the Buyer and risk in the goods shall pass accordingly at the moment of delivery to the carrier.
• Inspection and testing and/or installation of the goods is not provided by Seller unless otherwise agreed at the time of sale.
• Seller retains ownership of the goods the property in which shall not pass to Buyer, and Buyer shall hold any goods delivered to it as bailee for and on behalf of Seller until Seller has received payment of the price of all the goods (whether or not the goods are delivered in instalments and some have been paid for by Buyer pursuant to these terms).Until thegoods are paid for in full the Buyer shall store the goods separately or in some other way ensure that the goods are readily identifiable as the property of Seller, and at Seller’s request either shall deliver up the goods to Seller or shall permit Seller to enter Buyer’s business or other premises to repossess the goods and subsequently re-sell them.
• The provisions of clause 3(d) shall survive the termination of the contract for whatever reason.

4. Payment

• Payment terms are strictly Net Cash 30 days after delivery of the goods, provided Buyer’s credit has been approved.  If the Buyer’s credit had not been established with Seller, terms are payment in advance or C.O.D.
• All payments made by Buyer shall be made without any deduction or deferment in respect of any disputes or claims whatsoever and/or in respect of any taxes imposed by or under the authority of any government or public authority 
• Where Seller does not receive payment of any of its invoices within 30 days of the date thereof interest shall thereafter accrue on the sum due and owing to Seller at the rate of 2% per month calculated on a daily basis without prejudice to Seller’s right to receive payment within such 30 day period.
• Time for payment shall be of the essence.

5. Confidentiality/Intellectual Property

• Any order received by Seller will be treated as confidential and will not be disclosed or publicised to any third party for any reason without the prior written consent of Buyer.  Neither shall Seller use Buyer’s name or other identity for advertising or publicity purposes without Buyer’s prior written consent. 
• The sale of the goods by Seller to Buyer does not confer any right or license upon buyer to use, exploit or otherwise utilise any intellectual property rights subsisting in or relating to the goods of which Seller is a proprietor or to which Seller is otherwise entitled.

6. Specifications

The characteristics and specifications of Seller’s products are documented in Seller’s technical literature and are approximate only. Seller reserves the right to change product specifications without prior notice.

7.Cancellation

An order accepted by Seller may be cancelled only before delivery of the goods and only with the consent of Seller upon terms that Buyer will indemnify Seller against any loss incurred.

8. Returns

In no case are products to be returned without first obtaining the consent (in the form of a return goods authorisation number) of the Seller.  Only unused products as currently manufactured that have been invoiced by the Seller within 30 days will be considered for return.  Products accepted for credit are subject to a 20 per cent service charge plus all transportation charges.  Products built to order or not of the original manufacturer of the Seller are not subject to return for credit under any circumstances.  Products must be securely packed to reach the Seller without damage.

9. Liability

While Seller’s personnel are available to advise Buyer concerning general applications of Seller’s products, oral representations are not warranties with respect to particular products and Seller specifically disclaim such representations.

Seller warrants its products against defects in material and workmanship when used in accordance with the accompanying operating instructions for a period of one year from the date of delivery of the products.  The Seller’s sole obligation shall be to repair or replace, at its option, any product or part thereof that proves defective in material or workmanship within the warranty period provided that the Buyer notifies the Seller within 30 days of discovering the defect.

Unless otherwise agreed at the time of sale, warranty service will not be provided for equipment removed from the installation location identified to the Seller at the time of sale unless the new location is within a member State of the European Economic Community or a State with which the European Economic Community has a free trading agreement.

Warranty service does not include or apply to:

• Any product or part that in Seller’s judgement has been repaired by others, abused, improperly installed, altered or misused or damaged in any way. Products or parts identified by Seller prior to sale as not having been manufactured by the Seller.  In such cases, the warranty of the original manufacturer will apply and Seller’s sole obligation shall be to put the Buyer in contact with the original manufacturer.
• Repair of products or parts which have malfunctioned or failed due to Buyer’s failure to perform preventative maintenance or calibration checks, or failure to have used good operating procedures as outlined in the operations manual or other materials provided to the Buyer by the Seller.
• Repairs or replacements required as a result of decomposition or other changes caused by chemical action or a change in environmental conditions.

SELLER MAKES NO OTHER WARRANTY, EXPRESSED OR IMPLIED.  THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  SELLER SHALL NOT BE LIABLE FOR CONSEQUENTIAL DAMAGES RESULTING FROM ECONOMIC LOSS OR PROPERTY DAMAGES SUSTAINED BY ANY CUSTOMER FROM THE USE OF ITS PRODUCTS.  BUYER EXPRESSLY ACKNOWLEDGES THAT THE PROVISIONS OF CLAUSE 9 SATISFY THE REQUIREMENTS OF REASONABLENESS SPECIFIED IN THE SALE OF GOODS AND SUPPLY OF SERVICES ACT 1980

10. Termination

• If prior to the delivery of the goods (or any instalment thereof) Seller has reason to believe that Buyer is unable to pay its debts or if Buyer enters into liquidation (other than for the purpose of effecting a reconstruction or amalgamation), whether compulsory or voluntary, or compounds with or convenes a meeting of its creditors, or has a receiver appointed over all or any part of its assets, or takes or suffers any similar action in consequence of a debt, or ceases for any reason to carry on business, Seller may terminate the contract by notice in writing to Buyer.
• Termination of the contract pursuant to Clause 10 (a) shall not affect the accrued rights of the parties arising in any way out of such contract as of the date of termination.

11. Variation

Neither Seller nor Buyer shall be bound by any variation, waiver of or addition to these terms and conditions except as agreed by both parties in writing, signed on their behalf by either the Company Secretary of the Seller or Buyer or a Director of the Seller or Buyer.

12. Time

Seller will endeavour to dispatch the products on the promised delivery date but does not guarantee to do so. 

13. Force Majeure

Seller shall not be liable to Buyer for any delay or failure to fulfil its obligations under the contract if such delay or failure is caused by circumstances beyond its reasonable control.

14. Waste Disposal

It is the responsibility of the Buyer to manage and dispose of any waste electrical or electronic equipment purchased from the Seller in accordance with the terms of Articles 21 and 22 of the Waste Management (Waste Electrical and Electronic Equipment) Regulations 2005.

15. Law

The contract shall be deemed to have been made in Ireland and the Parties to the contract hereby submit to the jurisdiction of Irish courts. Irish law shall be the proper law of the contract.