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Terms & Conditions

Tractamotors Ltd

 

Registered Office:Dublin Road, Cavan H12 E4W6

Registration Number:18753

Directors:J. Clarke, N. Murray (Managing)

 

1. Definitions

For the purpose of these conditions:

  • 1.1 - "Buyer" means any party to which Tractamotors has agreed to supply products and/or services, whether or not for value.
  • 1.2 - "Contract" means any contract whether or not in writing between Tractamotors and the Buyer for the supply to the Buyer of Products and/or Services, which shall be deemed to incorporate these conditions.

  • 1.3 - "Dealer" means any Buyer who is purchasing any Products for resale.

  • 1.4 - Default occurs when the buyer:
    • 1.4.1 - fails to make any payment to Tractamotors on or before the due date or
    • 1.4.2 - commits any breach of the terms of the Contract or
    • 1.4.3 - enters into any arrangement with any of its creditors or
    • 1.4.4 - has a receiver, administrator or liquidator appointed over all or any part of its undertakings or assets or
    • 1.4.5 - ceases to carry on its business or becomes unable to pay its debts or
    • 1.4.6 - in the reasonable opinion of Tractamotors is unlikely to be able to fulfil all its obligations under the contract.
  • 1.5 - "Order" means an order for Products and/or Services placed by the Buyer
  • 1.6 - "Tractamotors" means Tractamotors Wholesale Tyres, Tractamotors Agricultural Division, Tractamotors Pitlane and Tractamotors Topline Hardware or whichever Trading Division of Tractamotors Ltd is supplying Products and/or Services to the Buyer
  • 1.7 - "Price" means the total amount payable by the buyer for the relevant Products and/or Services
  • 1.8 - "Products" means any tyres, wheels, accessories or other Products to be supplied by Tractamotors under the contract
  • 1.9 - "Services" means any services to be supplied by Tractamotors under the Contract
  • 1.10 - "Ireland" means the Republic of Ireland
  • 1.11 - "VAT" means value added tax at the appropriate rate

 

2. The Contract

  • 2.1 - These conditions shall apply to any Contract to the entire exclusion of any standard terms and conditions specified by the Buyer. Acceptance of the Products or Services by or on behalf of the Buyer shall be deemed to be full and unconditional acceptance of these conditions.
  • 2.2 - The contract shall consist solely of the following documents, which shall take priority in the following order:
    • 2.2.1 - Tractamotors acceptance or acknowledgement of the order
    • 2.2.2 - the Order but excluding any documents referred to in it and any standard Conditions of Purchase of the Buyer
    • 2.2.3 - any documents referred to in the order to the extent only that these have been expressly agreed in writing by Tractamotors
    • 2.2.4 - Any special terms and conditions agreed in writing between the buyer and Tractamotors in respect of the Contract and

    • 2.2.5 - these conditions

  • 2.3 - Where Tractamotors accepts the Order by performing the Contract, these conditions shall apply to the entire exclusion of any conditions of Purchase of the Buyer except for any terms agreed in writing by Tractamotors.

 

3. Availability and Changes

  • 3.1 - Tractamotors shall have the right at any time prior to delivery or collection of the Products to change their specification where, in the opinion of the manufacturer of the Product, such change constitutes an improvement to the Products, does not in any way adversely affect the performance of the Products and constitutes proper performance of the Contract. Any such change shall not affect the price for the Products.

 

4. Quotations and Orders

  • 4.1 - Unless otherwise expressly stated on the quotation, a quotation shall only be valid until close of business on the date of issue.
  • 4.2 - Any order shall be subject to acceptance by Tractamotors. All quantities and delivery terms shall be subject to Tractamotors written agreement. Agreement as to quantities shall in any event be subject to the right of Tractamotors to reduce the quantities where it deems it necessary to do so.

 

5. Delivery

  • 5.1 - While Tractamotors shall use all reasonable endeavours to adhere to any agreed delivery date, the time of delivery of the products or performance of the Services shall not be of the essence. Tractamotors shall not be liable to the Buyer in damages or otherwise for any delay of the Products or performance of the Services.
  • 5.2 - If any details of the Contract are altered by the Buyer with Tractamotors (including but not limited to the design or quantity of the products or Services) or if any queries are raised by the Buyer, the delivery date may be extended by Tractamotors by such period as shall be reasonable in all the circumstances.
  • 5.3 - Unless otherwise specified by Tractamotors when accepting an Order, prices quoted are delivered home. Buyer shall inspect Products on delivery for any visible damage or shortages and shall record any such damage or shortages on the delivery documentation. Claims in respect of Products which have arrived damaged or are short delivered must be notified to Tractamotors in writing within 5 working days after receipt together with a copy of the delivery documentation.

 

6. Claims

  • 6.1 - All claims in respect of Products must be sent in writing to Tractamotors Ltd, Dublin Road, Cavan. All claims shall be submitted by Tractamotors to the manufacturer of the Products for determination of any claim. The determination of their technical staff as to whether any Products are defective shall be conclusive.

  • 6.2 - Claims shall only be processed by Tractamotors if:
    • 6.2.1 - adequate evidence of purchase is submitted with the Products;

    • 6.2.2 - notice in writing giving details of the alleged defects is given to Tractamotors as soon as possible

    • 6.2.3 - products were supplied by Tractamotors and the defects are due to faulty manufacture or workmanship

    • 6.2.4 - the Products have been used in accordance with all technical requirements or recommendations issued by the respective Manufacturer
    • 6.2.5 - the Products are returned to Tractamotors at the Buyers expense, if so required by Tractamotors.
  • 6.3 - All implied terms, warranties and conditions are excluded from the Contract to the maximum extent permitted by law.

  • 6.4 - where the buyer is a consumer, the provisions of these Conditions are without prejudice to any rights that the buyer may have under any applicable consumer protection legislation

  • 6.5 - The Buyer shall be entitled to enforce any warranties given to Tractamotors by a third party (from whom Products or Services have been purchased by Tractamotors) to the extent permitted by law.

 

7. Branding, Marketing, Remoulding and Retreading

  • 7.1 - The buyer shall not deface, brand, mark or recut or in any way tamper with the Products, except that the buyer may groove truck tyres if this is done strictly in accordance with the Manufacturer’s instructions and manuals.

 

8. Technical Data

  •  All catalogues, brochures and specifications or other technical characteristics, data or other descriptive data included in any sales promotional material are intended to give a general description of the products offered and shall not form part of the contract unless Tractamotors agrees otherwise in writing

 

9. Confidential Information

  •  The Buyer shall keep confidential and shall not disclose to any third party without Tractamotors prior written consent any information (whether of a commercial or technical nature) acquired from Tractamotors in connection with any tender to the Buyer or the Contract, including without limitation any information concerning the prices at which Tractamotors sells the Products.

 

10. Prices

  • 10.1 - All prices shown in Tractamotors price lists are subject to alteration without notice. Such alteration shall not affect any order placed by the Buyer and accepted by Tractamotors in writing prior to the alteration.
  • 10.2 - If the cost to Tractamotors of fulfilling any of its obligations under the Contract is increased by any act or regulation having the force of law, then the price shall be adjusted to cover such additional costs.
  • 10.3 - All prices are net of any discounts, unless otherwise so stated.

 

11. Payment

  • 11.1 - payment for any Products or Services shall be made in Euro within the month following the month in which the date of the invoice falls, or as otherwise agreed in writing. Tractamotors shall be entitled to statutory interest in respect of any late payment in accordance with current Irish law. Payment on time is of the essence of the Contract.
  • 11.2 - Any consignment or part consignment of the Products or supply of Services shall, if so directed by Tractamotors, be treated as the subject of a separate Contract and shall be paid for accordingly.
  • 11.3 - Tractamotors shall be entitled to require adequate credit references from the Buyer and to require additional security for payment by means of a guarantee from such party as Tractamotors deems appropriate

 

12. VAT

  •  All prices quoted are exclusive of VAT and shall, if required by law, be added at the appropriate rate and paid by the Buyer in accordance with condition 11.

 

13. Risk

  •  Risk in any consignment of the Products shall pass to the buyer on delivery of the Products to the Buyer or on collection of the Products by or on behalf of the Buyer.

 

14. Retention of Title

  • 14.1 - Legal and beneficial ownership of any consignment of the products shall pass to the Buyer only when all amounts due from the Buyer to Tractamotors in respect of such Products and all other products and services supplied by Tractamotors to the buyer have been received in full. Until such time, the Buyer shall hold the Products as bailee for Tractamotors and in such a way as to be clearly identifiable as Tractamotors property, and the Buyer shall keep the Products separate and identifiable as Tractamotors property from any other products held by the buyer. The Buyer shall also ensure that the Products are covered by Insurance for an amount equal to the Price against all normal commercial risks, and shall provide Tractamotors on demand with evidence of such insurance.
  • 14.2 - If any Default occurs then:
    • 14.2.1 - any right of sale that the Buyer may have in respect of the products shall automatically cease
    • 14.2.2 - Tractamotors shall be entitled to enter upon the premises of the Buyer and to reclaim the Products and
    • 14.2.3 - upon Tractamotors reclaiming the Products or part of them the Contract shall be deemed to have been cancelled in respect of the reclaimed Products only and Tractamotors shall repay the Buyer the purchase price for such Products less (a) all amounts due from the Buyer to Tractamotors on any account whatsoever, and (b) the cost of reclaiming such Products.
    • 14.2.4 - The Buyer shall not be entitled to dispose of Products supplied to a related third party without the prior written consent of Tractamotors.

 

15. Termination

  • 15.1- If a Default occurs then Tractamotors shall at it discretion be entitled
    • 15.1.1 - to terminate the Contract and/or
    • 15.1.2 - to terminate any other agreement between Tractamotors and the Buyer for the supply of Products and/or Services which have not been completely performed
  • 15.2 - Such Termination shall become effective either (a) when Tractamotors gives written notice to the Buyer to that effect or (b) when Tractamotors reclaims the
    • 15.2.1 - the Buyers obligations to make payments under the Contract or other agreement shall cease and
    • 15.2.2 - Tractamotors shall be entitled to retain any payment made by the Buyer and
    • 15.2.3 - Tractamotors shall cease to be liable to supply any Products or Services to the Buyer under the Contract or any such other agreement

16. Liability

  • 16.1 - Tractamotors liability in respect of any defect in the Products or Services whether for breach of contract, in tort (including without limitation negligence) by way of indemnity or otherwise howsoever shall be limited to the redelivery free of charge of repaired or replacement Products to the original point of delivery or the giving of a suitable allowance to the Buyer.

  • 16.2 - Tractamotors shall not in any event be liable whether for breach of contract, in tort (including without limitation negligence) by way of indemnity or otherwise for:

    • 16.1.1 - any loss of revenue, profit, contracts, business or goodwill or any indirect or financial losses suffered by the Buyer or
    • 16.1.2 - any liquidated damages or penalties or for any claims made against the Buyer by any third party, whether or not Tractamotors has been made aware of any such potential claim prior to or at the date of Contract
  • 16.3 - The aggregate liability of Tractamotors under the Contract whether for breach of contract, in tort (including without limitation negligence) by way of indemnity or otherwise shall not in any circumstances whatsoever exceed the total amount payable by the Buyer under the Contract
  • 16.4 - The Buyer shall be fully responsible for ensuring the safe and proper installation and use of all Products. The Buyer shall ensure that instructions and warnings supplied by Tractamotors shall be drawn to the attention of employees handling the Product and, where relevant, to the attention of the Buyer’s customers purchasing the Products, or any product in which the Products are comprised, from Buyer.

 

17. Force Majeure

  • Tractamotors shall not in any event be liable to the buyer for damages or otherwise for any failure to deliver or delay in the delivery of the Products which arises from any cause beyond Tractamotors reasonable control including but not limited to shortages from Manufacturers, strikes, lockouts, other industrial action, acts of warfare or terrorism or Acts of God.

 

18. Law and Jurisdiction

  • The Contract shall be governed by and construed in accordance with the laws of the Republic of Ireland. The Irish Courts shall have exclusive jurisdiction in respect of any dispute arising out of the Contract. The buyer irrevocably submits to such jurisdiction.

 

19. General

  • 19.1 - Failure by Tractamotors to enforce any term of the Contract shall not be deemed to be a waiver of any of its rights under the Contract.
  • 19.2 - Tractamotors shall be entitled to assign or sub-contract all or any of its rights and obligations under the Contract to a third party. Tractamotors shall remain fully liable to the buyer under the Contract.
  • 19.3 - If any provision of the Contract which is not of a fundamental nature is held to be illegal or unenforceable, this shall not affect the validity or enforceability of the remainder of the Contract.
  • 19.4 - No amendment to the Contract shall be valid unless made in writing and signed by an authorised representative of both the Buyer and Tractamotors.

 

Nothing in the contract shall confer on any third party any benefit or the right to enforce any term of the Contract.