Terms and Conditions of Sale & Service
This website is owned and operated by: AP Controls Ltd with a registered address at: Lurgankeel, Kilcurry, Dundalk, Co. Louth
By using our website, which includes access through other digital platforms, you confirm that you accept these Terms of Service (“terms”) as binding upon you, including additional terms and conditions and policies referenced herein and/or available by hyperlink, and that you agree to comply with them. If you do not agree to these terms, you must not use our website.
Conditions of Sale
By ordering any goods from AP Controls Ltd. (the Seller), the Buyer will be deemed to accept that these Conditions take precedence over any other conditions contained on or in any letter, order form, acceptance form, receipt or the like received by the Seller in connection with the goods so ordered and that no such other conditions will form part of the contract between the Seller and Buyer, unless specifically agreed in writing.
All quotations and tenders are given by the Seller on condition that the Seller shall not be bound until it has communicated its written acceptance of the Buyer’s order.
a) Except when a price is stated to be ‘fixed’, by the Seller on its written acceptance of the Buyer’s order, any price quoted by the Seller or comprised in the order or contract is provisional only and the actual price to be paid by the Buyer shall be the Sellers price ruling at the date of despatch.
b) All prices quoted or accepted are exclusive of Value Added Tax and the contract price shall be such prices plus V.A.T.
Goods invoiced up to and including the last day of a calendar month shall be paid for not later than the last business day of the following month, unless otherwise agreed in writing. If terms of payment are not complied with the Seller has the right to charge interest at the rate of 5% for every month or part of month between the due date of payment and final settlement and to suspend all credit transactions. A new customer that is afforded credit for their first order, should understand the following. When an order is split into multiple shipments, we cannot despatch a 2nd or subsequent call off, until the first delivery has been paid in full.
BUYER’S DEFAULT AND REMEDIES:
a) If any of the events specified in sub-clause 5(b) below occurs, the Seller may (without prejudice to any other rights against the Buyer), by giving the Buyer written notice:
i) treat the unpaid purchase price of all goods delivered by the Seller to the Buyer as being immediately due and payable; and/or
ii) suspend delivery of any such goods ordered by the Buyer, and/or
iii) treat any or all contracts between the Buyer and the Seller as being repudiated and claim damages (including, without limitation, the right to sue for the price of any undelivered goods specifically manufactured for the Buyer).
b) The Seller’s right under Clause 5(a) will arise:
i)if the Buyer fails to pay any amount when it is due under any contract with the Seller, or
ii)if the Buyer is in breach of any contract between the Buyer and Seller, or
iii)if the Buyer passes a resolution or has a petition presented for its winding-up or the making of an administration order against it, or has a receiver/examiner appointed over the whole or any part of its assets or (being an individual) has a bankruptcy order presented against him (or suffers any similar proceedings under the law of any jurisdiction in which it or he is resident) or enters into any composition or arrangement with its creditors.
a) If no time for delivery is specified in the contract, the Buyer shall be bound to accept the goods when they are ready for delivery by the Seller.
b) The risk in goods shall pass to the Buyer when the goods are delivered to the Buyer, or in accordance with his instruction. Any complaint or short delivery or of damaged goods in transit must be notified within 24 hours of receipt of the goods and confirmed in writing at that time by the Buyer to the Seller and any complaint of failure to deliver goods invoiced must be so notified within 20 days of the date of the invoice.
c) Each delivery will constitute a separate contract and any failure or defect in any one delivery will not vitiate the contract as to the remaining deliveries.
d) Any time or date of delivery named by the Seller is an estimate only and the Seller shall not accept liability for any loss or damage or any consequential loss arising directly or indirectly from delay in any delivery however caused.
The Seller and the Buyer expressly agree that until the Seller has been paid in full (including any interest charged) for any goods supplied by the Seller to the Buyer:
a) The Seller remains the legal owner of the goods;
b) The Seller may recover the goods (excluding any goods ownership of which has already passed to the Buyer) from the Buyer at any time and for that purpose the Seller, its servants and agents may enter upon any land or buildings upon which the goods are situated. If the Seller re-sells any of the goods so recovered, the Seller shall give the Buyer credit for any sum received by the Seller in excess of the sums due from the Buyer to the Seller.
c) The Buyer will store the goods in such a way that they remain clearly identifiable as the Sellers goods.
d) The Buyer may dispose of the goods in the ordinary course of its business as principal (but any warranties, conditions, or representation given or made by the Buyer to any third party shall not be binding on the Seller who shall be indemnified by the Buyer with respect thereto) and may pass good title in the goods to a third party being a bona fide purchaser for value without notice of the Sellers right.
e) If the Buyer incorporates the goods into any other products (with the addition of its goods or those orders) or uses such goods as material for other products (with or without such additions) legal ownership of these other products is upon such incorporation or use and by that event transferred to the Seller and the provision of sub-clauses (b) and (d) shall apply mutatis mutandis to those other products in place of the goods.
f) All goods held in storage as part of a multi shipment supply must be consumed within four months from the original purchase order / signed order acknowledgement. In the event of the goods remaining in our warehouse for a longer period of 4 months the seller has the right to invoice without any further notice and the buyer is bound to pay within the agreed credit terms of 30 days month end. Storage charges of €3per pallet per week will apply after the 16th week from receiving the PO or signed order acknowledgement.
DISPOSAL BEFORE PAYMENT:
If the goods or any parts thereof, whether or not incorporated into other products or used as material for other products, are re-sold by the Buyer before he has made full payment to the Seller as aforesaid, the Buyer shall hold upon trust for the Seller from the proceeds of such re-sale such sum as shall be equal to the amount then owing to the Seller in respect of the goods provided that if the Buyer has not received the proceeds of such re-sale in full the Seller shall be subrogated (without the need for further documentation) to the Buyer’s rights against its customer to the extent of any balance still remaining due to the Seller in respect of the goods. Nothing contained herein shall affect any other rights the Seller may have against the Buyer’s customers.
a) The Seller warrants that the goods are of satisfactory quality and that they comply with any description or specification supplied by the Seller.
b) The Seller gives no warranty that the goods are suitable for any particular purpose or for use under any specific conditions, unless the Buyer has given full details of the purpose or conditions and the Seller has expressly warranted the goods suitability in writing.
c) Save as stated, the Seller accepts all liability under any warrant express or implied, statutory or otherwise.
d) If the Buyer alleges any goods fail to comply with the warranty given, it shall return the goods to the Seller, which, after it has had a reasonable time to investigate and examine the goods, may:
i) replace the goods; or
ii) accept the return of the goods and credit the Buyer with the purchase price, or
iii) make the Buyer an allowance representing the difference between the value of the goods at the time of the complaint by the Buyer and the value they would have had if they had been in accordance with the contract, provided the Buyer pays the balance not in dispute according to normal terms.
e) Goods shall not be returned without prior agreement between the Buyer and the Seller. No claim can be entertained after the goods or any part thereof have been processed in any way.
LIMITATIONS OF SELLER’S LIABILITY:
a) Except as otherwise expressly mentioned in these Conditions, the Seller shall have no liability of any kind to the Buyer in respect of any loss or damage (whether direct, indirect, or consequential) suffered by the Buyer, whether in contract or negligence or otherwise howsoever, other than for death or personal injury to the extent that it is caused by the negligence of the Seller, its employees or agents.
b) No forbearance or indulgence by the Seller whether in respect of these conditions or otherwise shall in any way affect or prejudice the rights of the Seller against the Buyer or be taken as a waiver of any of these conditions.
FORCE MAJEURE, ETC.
The performance of all contracts is subject to variation or cancellation by the Seller owing to any act of God, war, strikes, Governmental regulations or orders, national emergences, lockouts, fire, flood, drought, tempest or any other cause (whether or not of a like nature) beyond the control of the Seller or owing to any inability by the Seller to procure materials or articles required for the performance of the Contract and the Seller shall not be held responsible for any inability to deliver caused by any such contingence.
The Law of Ireland shall govern the validity, construction and performance of any contracts to which these conditions apply.
Conditions of Service
When you order services from us, the terms in force at the time of your order will apply as the contract of sale between you and us. This contract of sale begins to be formed between us when we issue an invoice. You shall only become the full owner of the service once we have received full payment for it.
INDEMNIFICATION, LIABILITY, AND LIMITATION
The express terms and conditions of these terms shall apply in place of all warranties, conditions, terms, representations, statements, undertakings and obligations whether expressed or implied by statute, common law, custom, usage or otherwise, all of which are excluded to the fullest extent permitted by law. Insofar as it is lawful to do so, we do not accept liability of any description including liability for negligence or any damages whatsoever arising out of or in connection with the viewing, use or performance of this website or its contents. In the event that you reproduce, display, transmit, distribute or otherwise exploit the structure, information, material, or any portion thereof, in any manner not authorised by us, or if you otherwise infringe any intellectual property rights relating to the structure, information, photographs, prints or this website, you unconditionally and irrevocably agree to indemnify us and keep us indemnified from and against any and all losses, expenses, costs or damages, including reasonable lawyers’ fees, incurred by you or others as a result of unauthorised use of the above and/or your breach of these terms. You unconditionally and irrevocably agree to indemnify us and keep us indemnified from and against all and any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by us and arising from any claim brought by any third party against us howsoever arising from or in connection with: these terms; the supply of the services and/or digital goods pursuant to the terms; your use of the services and/or digital goods; or your fraud or negligence. For the avoidance of doubt, we will under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these terms for any loss of profits, goodwill, sales, business, or revenue; loss or corruption of data, information or software; loss of business opportunity or anticipated savings; or any indirect or consequential loss. Without prejudice to other clauses in these terms, our total liability arising under or in connection with these terms, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to the purchase price paid for the relevant services that is/are the subject of a claim.
ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our website that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the website or on any related website is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information on the website or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied on the website or on any related website, should be taken to indicate that all information on the website or on any related website has been modified or updated.
SALES OF SERVICES
If you are not a consumer, you confirm that you have authority to bind any organisation on whose behalf you use our site to purchase services. We reserve the right, but are not obligated, to limit the sales of our services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any services that we offer. We reserve the right to discontinue any service at any time. In accordance with other clauses included in these terms, we make no express or implied warranty, representation or undertaking and assume no responsibility concerning the quality, nature, or fitness for purpose of the services or digital goods. We do not warrant that the quality of any services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the products or services will be corrected, unless as required by law. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these terms. All descriptions of products or product pricing are subject to change at any time without notice, at our sole discretion. Prices for our services are subject to change without notice. We reserve the right at any time to modify or discontinue our services on our website (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension, or discontinuance of such.
We conform to Irish and EU law and regulations for the purposes of whether or not to accept returns. We deal with cases as they happen on an individual basis. We encourage you to contact us as soon as possible after delivery should you discover a fault or defect in the services or digital goods.
SOCIAL MEDIA PLATFORMS
Communication, engagement, and actions taken through external social media platforms that we participate on are custom to the terms as well as the data protection and privacy policies and notices held with each social media platform respectively. You are advised to use social media platforms wisely and communicate / engage upon them with due care and caution regarding your own privacy and personal details. We will never ask for personal or sensitive information through social media platforms and encourage you when wishing to discuss sensitive details to contact us through primary communication channels such as by telephone or email.
DATA PROTECTION, PRIVACY AND SECURITY
Your rights to data protection and privacy, including security over data, are very important to us. We treat personal data obtained using this website as private and are committed to providing you with secure access to our online service. This website processes information from you as per our Privacy Statement. When you, amongst other actions, visit our website, enquire about services or send e-mails to us you understand that subsequent data processing will be done as detailed in our Privacy Statement.
GOVERNING LAW AND DISPUTES
This website is hosted, controlled, and operated from the Republic of Ireland and therefore governed by Irish law, subject to the terms of Public International Law. In the event of any dispute of any nature whatsoever arising between the parties on any matter provided for in, or arising out of this agreement, the Irish law will apply and the appropriate courts of the Republic of Ireland will have jurisdiction.
VARIATION OF THESE TERMS & CONDITIONS
We reserve the right to make changes to this website, these terms, and the other information contained in this website at any time and without notice. Please refer to these terms when you visit the website as they may change from time to time.
In the event that any provision of these terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these terms, such determination shall not affect the validity and enforceability of any other remaining provisions.
The failure of us to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision.
These terms and any policies or operating rules posted by us on this website or in respect to our website constitutes the entire agreement and understanding between you and us and govern your use of the website, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these terms). Any ambiguities in the interpretation of these terms shall not be construed against the drafting party.
You may contact us by e-mail at the following address: email@example.com
Contact information published on this website is published for the purpose of users or prospective users contacting us about services offered to them. This information should not be considered as made manifestly public for the purposes of general marketing contact.