Terms and Conditions

Definitions

The "Goods" shall mean all products.
The "Seller" shall mean Whelan Footwear Distributors.
The "Buyer" shall mean the organisation purchasing the Goods as stated on the Order Acknowledgement, and their authorised personnel.
The "Supplier" shall mean a third party who is manufacturing or otherwise providing the goods on behalf of the Seller.
The "Carrier" shall mean the organisation who is delivering the goods to the Buyer on behalf of the Seller.

General

The order as acknowledged on the accompanying documents constitutes an acceptance of our terms and conditions as stated below.
The Terms and Conditions stated in this document shall govern this transaction to the exclusion of any other terms and conditions which may be purported to have been accepted by inference.
The Buyer may not assign the benefit of the agreement without the written consent of the Seller.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected thereby.
This agreement shall be considered a contract and be governed by the laws of Ireland.

Basis of Sale

The Seller's employees or agents are not authorised to make any representations or claims concerning the Goods unless confirmed by the Seller in writing. In entering into the agreement the Buyer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed.
No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representations of the Buyer and the Seller.
Sales literature price lists and other documents issued by the Seller in relation to the Goods are subject to alteration without notice.
An order placed by the Buyer may not be withdrawn cancelled or altered prior to acceptance by the Seller.
No contract for the sale of Goods shall be binding on the Seller unless the Seller has issued a quotation which is expressed to be an offer to sell the Goods; or has accepted an order placed by the Buyer, by whichever is the earlier of:-
1. the Seller's written acceptance;
2. delivery of the Goods; or
3. the Seller's invoice.
Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
No order which has been accepted by the Seller may be cancelled by the Buyer after 14 days from acceptance of the order by the Seller except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

Specification

The Goods will only be supplied in the minimum units (or multiples) stated in the Seller's price list or in multiples of the sales outer as specified. Orders received for quantities other than these will be adjusted accordingly. Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Seller are intended as a guide only and the contents shall not be binding on the Seller.
The Seller reserves the right to make any changes in the specification of the Goods without notice, where the change is required to conform to any applicable safety or other statutory or regulatory requirements.

Prices

The price of the Goods shall be the prices as quoted on the order at the time of acknowledgement.
The seller reserves the right by giving notice to the Buyer before delivery to increase the price of the Goods to reflect any increase in the cost to the seller due to factors beyond the control of the Seller. This includes but is not limited to foreign exchange fluctuations; customs duties; any changes to the delivery date or specification requested by the buyer.
The price is exclusive of any applicable value added tax excise, sales or taxes or levies of a similar nature which are imposed or charged by any fiscal authority in respect of the Goods, which the Buyer shall be additionally liable to pay to the Seller.

Terms of Payment

Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall invoice the Buyer for the net sum due the goods on or at any time after despatch of the Goods.
The Buyer shall pay the price of the Goods on the payment date stated in the acknowledgement or failing that the invoice or if no express provision for the time of payment is shown then within 30 Days after the date of invoice:
All payments shall be made to the Seller in the currency of the price stated in the invoice as indicated on the form of acceptance or invoice issued by the Seller without any deduction credit or set off whatsoever.
The Seller is not obliged to accept orders from any customer or buyer who has not supplied the Seller with references satisfactory to the Seller. If at any time the Seller is not satisfied as to the creditworthiness of the Buyer it may give notice in writing to the Buyer that no further credit will be allowed to the Buyer in which event the Buyer shall be required to give security deposits in respect of goods already shipped and no further goods will be delivered to the Buyer other than against cash payment and notwithstanding any payment terms contained in the Contract all amounts owing to the Buyer to the Seller shall be immediately payable in cash.

Delivery

The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the Delivery Date upon giving reasonable notice to the Buyer. If the Seller delivers the Goods at any time after the Delivery Date the Seller shall have no liability in respect of such late delivery.
The Seller shall endeavour to comply with the delivery instructions given by the Buyer with its order for the Goods but the Seller reserves the right to make part shipments and to ship by methods of the Seller's choice
Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
The Seller shall not be liable for any costs incurred for whatever reason after delivery of the Goods is deemed to have taken place.
The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in delivery or in performing, or any failure to perform, any of the Seller's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller's reasonable control.
If the Buyer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Seller shall be entitled upon giving written notice to the Buyer to store or arrange for the storage of the Goods and risk in the Goods shall pass to the Buyer, delivery shall be deemed to have taken place and the Buyer shall pay to the Seller all costs and expenses including storage and insurance charges arising from such failure.
All Goods are subject to a carriage charge. Where the total value of the order is €250 or more, the charge for normal delivery will be paid for by the Seller. Where the total value of the order is less than €250, a single charge will be levied irrespective of number of deliveries. Where a premium delivery method is chosen by the Buyer, the charges incurred by the Seller will be passed on to the Buyer. The Seller reserves the right to vary rates quoted in line with changes to Carrier's rates.
Damaged cartons must be signed on the Carrier's manifest as such at the time of delivery. The Seller reserved the right to repudiate claims for damage where this has not so been notified.

Risk and Property

Risk of damage to or loss of the Goods shall pass to the Buyer at the point of receipt onto the Buyers premises, except where the Buyer collects the Goods from the Seller, wherein risk shall pass at the point of the Buyer accepting the Goods at the Sellers premises.
Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all money owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
Nothing in this clause shall convey any right upon the Buyer to return the Goods.

Claims for damages in transit, shortage or non-delivery

Claims shall only be accepted where notification is given in writing to the Seller and received within:-
1. 3 days from the date of delivery in the case of incorrect delivery, partial loss or damage to a package. Notification must quote consignment note number and date of receipt.
2. 7 days from invoice date in the case of non-delivery.

Confidentiality, publications and endorsements

The Buyer undertakes to the Seller that:-
1. the Buyer will regard as confidential the agreement and all information obtained by the Buyer relating to the business and products of the Seller and will not use or disclose to any third party such information without the Seller's prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Buyer's default;
2. the Buyer will not use or authorise or permit any other person to use any name, trade mark, house mark, emblem or symbol which the Seller is licensed to sue or which is owned by the Seller upon any premises, notepaper, visiting cards, advertisements or other printed matter or in any other manner whatsoever unless such use shall have been previously authorised in writing by the Seller and (where appropriate) its licensor;
3. the Buyer will use all reasonable endeavours to ensure compliance with this condition by its employees, servants and agents. This Condition shall survive the termination of the agreement.

Warranties and Liability

Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be of satisfactory quality.
The Seller shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to abnormal conditions, failure to follow the Seller's instructions, misuse or alteration of the Goods without the Seller's approval, or any other act or omission on the part of the Buyer, its employees or agents or any third party.
No Goods may be returned to the Seller without the prior agreement in writing of the Seller. Subject thereto any Goods returned which the Seller is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection may be replaced free of charge or, at the Seller's sole discretion the Seller may refund or credit to the Buyer the price of the defective Goods but the Seller shall have not further liability to the Buyer.
Goods delivered to the quality and specification as ordered are not returnable.
Except as expressly provided in these Conditions, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the agreement, for any direct or consequential loss or damage sustained by the Buyer including, but not limited to, loss of profit or indirect or special loss, costs, expenses or other claims for consequential compensation whatsoever which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer.
The Buyer shall ensure that, any use or sale of the Goods by the Buyer is in compliance with all applicable statutory and other regulatory requirements and that the storage and handling of the Goods by the Buyer is carried out in accordance with directions given by the Seller or any competent governmental or regulatory authority and the Buyer will indemnify the Seller against any liability loss or damage which the Seller might suffer as a result of the Buyer's failure to comply with this condition.

Buyers Default

If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:-
1. cancel the order or suspend any further deliveries to the Buyer;
2. appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer);
3. charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 2 per cent per month, until payment in full is made; and
4. where the price is to be paid in a currency other than Euros charge to the Buyer the reduction in the amount of Euros receivable by the Seller on conversion of the proceeds by the Seller's bankers as a result of variations in the rate of exchange between the due date and the date of actual payment.
This Condition applies where:-
1. the Buyer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract; or
2. the Buyer becomes subject to an administration order or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or
3. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
4. the Buyer ceases, or threatens to cease, to carry on business; or
5. the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.