Terms & Conditions

Conditions of Business

Our Conditions of Sale are outlined below.  Our prices are based on these Terms.  We can alter these Terms on request so long as this is agreed in writing and forms part of the Sales Contract documentation.  Pricing of our Products may vary if there is additional cost or risk as a result of any changes requested.

1. DEFINITIONS

1.1 In these conditions:

‘Company’ means VeeLite Technologies Limited, its successors and assigns.

‘Conditions’ means the terms and conditions of sale of the Company set out in this document and includes any special terms and conditions agreed in writing between the Customer and the Company;

‘Contract’ means an agreement for the supply of Goods between the Company and the Customer made in accordance with
these Conditions, consisting of an order form, an acknowledgement and these Conditions;

‘Customer’ means the customer of the Company

‘Goods’ means any goods forming the subject of this contract including parts and components of or materials incorporated in them.

‘price’ means the price as detailed on the order form.

 

2. QUOTATION
Quotations by the Company unless otherwise stated shall be open for acceptance within 30 days of the date of the quotation.
3. EXISTENCE OF CONTRACT
3.1 No Contract shall come into existence until the Order has been received, in writing or verbally, from the Customer and has
been acknowledged in writing by the Company.
3.2 These Conditions shall be incorporated in the Contract to the exclusion of any terms or conditions stipulated or referred to
by the Customer.
3.3 Except as expressly provided for in this document no variation or amendment of this document or oral promise or
commitment related to it shall be valid unless committed to writing and signed by or o n behalf of the Company.

4. PRICES
4.1 The price for the subject matter is ex-works and excludes packing, insurance and carriage, VAT and other taxes or duties,
unless stated otherwise.
4.2 The Company shall have the right to adjust its prices for any increase in costs of any kind arising for any reason after the
date of the Contract.
4.3 Price changes shall take effect on the date of service on the Customer of notice of the change.

5. PAYMENT
5.1 All invoices are payable without discount of any kind and are in Euros, Dollars or Sterling as indicated, and in no
circumstances shall the Customer be entitled to make any deduction or withhold payment for any reason at all.
5.2 Unless otherwise agreed in writing, payment shall be nett monthly for authorised Credit Accounts (and Cash in Advance
for new, infrequent or unauthorised Accounts). Overdue Accounts will be charged Interest at 4% per calendar month.

6. RISK & TITLE
6.1 The Company shall transfer only such title or rights in respect of the subject matter as the Company has and, if the Goods
are purchased from a third party, the Company shall transfer only such title or rights as that party had and has transferred
to the Company.
6.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Company and shall not pass to the
Customer until the amount due under the invoice for them (including interest) has been paid in full by the Customer and
received by the Company.
6.3 Until title in the Goods passes to the Customer, the Customer shall hold the subject matter as bailee for the Company and
shall store or mark them so that they can at all times be identified as the property of the Company.
6.4 The Company may, at any time before title passes and without any liability to the Customer:
(a) repossess and dismantle and use or sell all or any of the Goods (provided the Goods are still in existence) and by
doing so terminate the Customer’s right to use, sell or otherwise deal in them; and
(b) for that purpose (or determining what if any Goods are held by the Customer) and inspecting them, enter any
premises of or occupied by the Customer.
6.5 The Company may maintain an action for the price of any Goods notwithstanding that the title in them has not passed to
the Customer.
6.6 Risk of damage to or loss of the Goods shall pass to the Customer:
(a) at the time of delivery; or
(b) if the Customer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery
of the Goods.

7. DELIVERY OF GOODS
7.1 The Goods are delivered to the Customer when the Company makes them available to the Customer or any agent of the
Customer or any carrier (who shall be the Customer’s agent whoever pays the charges) at the Company’s premises or other
delivery point agreed by the Company.
7.2 The Company may at its discretion deliver the Goods by instalments in any sequence.
7.3 Where the Goods are delivered by instalments, no default or failure by the Company in respect of any one or more
instalments shall entitle the Customer to treat the Contract as a whole as repudiated and these Conditions shall apply to
each instalment.
7.4 The Company may deliver to the Customer and the Customer shall accept in satisfaction of the Contract a lesser number
than the number of Goods ordered.
7.5 The Customer shall inspect Goods on delivery and shall advise immediately or as soon as practical if Goods are different
from Goods ordered. In no circumstances should incorrect Goods or damaged Goods be installed without written approval
by the Company.
7.6 Any dates quoted by the Company for any delivery of the Goods are anticipated only and shall not form part of the Contract
and the Customer acknowledges that in the performance expected of the Company no regard has been paid to any quoted
delivery dates.
7.7 The Company shall not be liable for any shortage in Goods delivered unless notice thereof shall have been given to the
Company in writing within 5 days of the date of delivery. If the Customer fails to notify the Company within the said
period the Customer will be deemed to have accepted the shipment of Goods in question.
7.7 If the Customer fails or refuses:
(a) to take delivery of the Goods or any part of them on the due date; and
(b) to provide adequate instructions or documents required to enable the Goods to be delivered on the due date, (if
the Contract provides that the Company shall deliver the Goo ds of the Contract to the Customer),
the Company may on giving written notice to the Customer store or arrange for the storage of the Goods, and on the service
of the notice:
(i) risk in subject matter shall pass to the Customer;
(ii) delivery of Goods shall be deemed to have taken place; and
(iii) the Customer shall pay to the Company all costs and expenses including storage, any redelivery and
insurance charges arising from its failure.
7.8 The Company shall not be liable for any penalty, loss, injury, damage or expense arising from any delay or failure in
delivery or performance from any cause at all nor shall any such delay or failure entitle the Customer to refuse accept any
delivery or performance of or repudiate the Contract.

8. WARRANTIES & LIMITATIONS OF LIABILITY
8.1 Subject to the Conditions set out below, the Company warrants that at the time of delivery the Goods will correspond with
their specification and description and that the Goods will be free from defects in material workmanship for a period of 1
Year from the date of Invoice or 1 Year from delivery, whichever is the first to expire.
8.2 The above warranty is given by the Company subject to the following terms:
(a) the Company shall be under no liability in respect of any defect in the Goods arising from any specificatio n
supplied by the Customer;
(b) the Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage,
negligence, abnormal working conditions, failure to follow the Company’s instructions regarding operation and
installation (whether oral or in writing), alteration or repair of the Goods without the Company’s approval;
(c) the Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee)
if the total price for the Goods has not been paid by the due date for payment; and
(d) the above warranty does not extend to parts, materials or equipment not manufactured by the Company in respect
of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the
manufacturer to the Company.
8.3 The Company shall not in any event be liable in respect of:
(a) the suitability of any Goods for any particular purpose or use under specific conditions where the purpose or
conditions of use were not known or communicated to and agreed in writing by the Company;
(b) the substitution by the Company of any materials or components not forming part of any specification of the
Goods agreed in writing by the Company;
(c) any descriptions, illustrations, specifications, figures as to performance, drawings and particulars of weights and
dimensions submitted by the Company and as contained in the Company’s catalogues, price lists or literature;
(d) any technical information, recommendations, statements or advice furnished by the Company, its servants or
agents not given in writing in response to a specific written request from the Customer before the Contract is
made; or
(e) any variations in the quantities or dimensions of any Goods or changes of their specifications or substitution of
any materials or components, if the variation or substitution does not materially affect the characteristics of the
Goods, and the substituted materials or components are of a quality equal or superior to those originally specified.
8.4 The operation and functionality of the Goods may be dependent on third party system(s) or products. The Company is
not liable for any loss or damage arising from a defect in any third party system or product or for any loss or damage arising
if the operation of the third party system or product is incompatible with the Goods.
8.5 Save as expressly provided in these Conditions, all warranties, representations, statements, conditions or other terms
express or implied by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law.
8.6 Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to
correspond with specification shall be notified to the Company within [30 days] after discovery of the defect or failure. If
delivery is not refused and the Customer does not notify the Company accordingly, the Customer shall not be entitled to
reject the Goods and the Company shall have no liability for such defect or failure and the Customer shall be bound to pay
the price as if the Goods had been delivered in accordance with the Contract.
8.7 Any claim by the Customer under these Conditions must be in writing and must contain full details of the claim including
the original invoice details, nature of the alleged defect, number and/or part of any alleged defect in the Goods.
8.8 The Company shall be afforded reasonable opportunity and facilities to investigate any claims made by the Customer under
these Conditions and the Customer shall, at its sole expense and if so requeste d in writing by the Company, promptly and
securely return any Goods the subject of any claim to the Company for examination and testing unless otherwise agreed in
writing between the Company and the Customer.
8.9 Where any valid claim in respect of any of the Goods which is based on the Company’s liability in respect of:
(a) any defect in the quality or condition of the Goods; or
(b) the failure of the Goods to meet specification;
is notified to the Company in accordance with these Conditions, the Company shall be en titled to either:
(i) repair the Goods (or the part in question);
(ii) replace the Goods (or the part in question); or
(iii) at the Company’s sole discretion, refund to the Customer:
(A) the reasonable cost of freight relating to the delivery and/or return of the Goods; or
(B) the price of the Goods (or a proportionate part of the price),
and, to the fullest extent permitted by law, the Company shall have no further liability to the Customer.
8.10 The delivery of any repaired or replacement Goods shall be at the Company’s premises or other delivery point specified
for the original Goods and at the Company’s reasonable expense.
8.11 Where the Company is liable in accordance with these Conditions in respect of only some or part of the Goods, the Contract
shall remain in full force and effect in respect of the other parts of the Goods and no off -set or other claim shall be made
by the Customer against or in respect of such other or other parts of the Goods.
8.12 The Company shall not be liable where any Goods, the price of which does not include carriage, are lost or damaged in
transit and all claims by the Customer shall be made against the carrier. Replacements for such lost or damaged Goods
will, if available, be supplied by the Company, at the Company’s sole discretion, at the prices ruling at the date of despatch.
8.13 Nothing in these Conditions shall limit the Company’s liability for death or personal injury caused by the Company’s
negligence, fraud, fraudulent misrepresentation or any other matter for which liability may not be limited under applicable
law.
8.14 Subject to clause 8.13, in no event shall the Company have any liability whatsoever to the Customer, whether in contract,
tort (including negligence), or otherwise for any indirect, special, incidental, economic or consequential loss or damage
including, without limitation, loss or damage incurred as a result of loss of time, loss of savings, loss of data, loss of
goodwill, loss of business or loss of profits.
8.15 Subject to clause 8.13, the Company’s entire liability for any claim, whether in contr act, tort (including negligence) or
otherwise, for any loss or damage whatsoever, arising out of or in connection with the Contract or otherwise shall not in
any event exceed the price of the Goods in respect of any event or series of connected events.
8.16 The Company shall have no liability with regard to the Customer for any claim in respect of which the Customer has not
complied with claims procedures in these Conditions.

9. GENERAL
9.1 The Company may sub-contract the performance of any Contract in whole or in part.
9.2 The Company shall have a lien on all the Customer’s property in the Company’s possession for all amounts due at any
time from the Customers property and may use, sell or dispose of that property as agent for and at the expense of the
Customer and apply the proceeds in and towards the payment of such amounts on 28 days’ notice in writing in the
Customer. On accounting to the Customer for any balance remaining after payment of the amounts due to the Company
and the costs of sale or disposal the Company shall be discharged of any liability in respect of the Customer’s property.
9.3 The Company may at its discretion suspend or terminate the supply of any Goods if the Customer fails to make any payment
when and as due or otherwise defaults in any of its obligations under the Contract or any other document with the Company
or becomes insolvent, has a receiver (or any equivalent) appointed of its business or is compulsorily or voluntarily wound
up or the Company bona fide believes that any of those events may occur, and in case of termination may forfeit any deposit
paid.
9.4 Except for any which is expressly agreed to be included in the Goods, all tools, patterns, materials, drawing, specifications
and other data provided by the Company shall remain its property and all technical information, patentable or unpatentable,
copyright and registered designs arising from the execution of any orders shall become the property of the Company.

10. CONFIDENTIALITY
The Customer shall not at any time whether before or after the termination of this Contract divulge or use any unpublished
technical information deriving from the Company or any other confidential information in relation to the Company’s affairs
or business or method of carrying business.

11. CANCELLATION
11.1 Orders for Goods which have to be made or purchased especially for the Customer will be charged in full unless written
notice of cancellation is received not later than 8 weeks before the expected delivery dat e advised (or in the event of no
delivery date having been advised by the Company, then within 1 week of the Customer placing the order).
11.2 For Goods made or purchased especially for the Customer, cancellation charges will usually be 100% (or lower at the sole
discretion of the Company).
11.3 For Goods which are in stock (advised to Customer at time of order), there will be a 10% administration charge (or lower
at Company’s sole discretion) for cancellation before despatch.

12. FORCE MAJEURE
12.1 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in
performing, or any failure to perform, any of the Company’s obligations under the Contract, if the delay or failure was due
to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing, the following
shall be regarded as causes beyond the Company’s reasonable control:
(a) Act of God, explosion, flood, tempest, fire or accident;
(b) war or threat of war, sabotage, insurrection, civil disturbance or requisition or malicious damage;
(c) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental,
parliamentary or local authority;
(d) import or export regulations or embargoes;
(e) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of
a third party);
(f) failure of a utility service or transport or telecommunications network; or
(g) difficulties of the Company’s suppliers in obtaining raw materials, labour, fuel or parts of machinery.

13. LAW AND JURISDICTION
This document shall be governed by Irish law and the Customer irrevocably consents to the exclusive jurisdiction of the
Irish courts in all matters regarding it except to the extent that the Company invokes the jurisdiction of the courts of any
other country.

14. NOTICES
14.1 Any notice given under this document shall be in writing and may be served:
(a) personally;
(b) by registered or recorded delivery mail;
(c) by fax or email transmission or post; or
(d) by any other means which any party specifies by notice to the others
14.2 A notice shall be deemed to have been served:
(a) if it was served in person, at the time of service;
(b) if it was served by post, 48 hours after it was posted; and
(c) if it was served by email or facsimile transmission, at the time of transmission if during the Company’s normal
working hours (9am to 5pm), otherwise it is deemed received at commencement of opening hours on the next
working day.