1. INTERPRETATION
1.1 In these Conditions:
"BUYER" means the person who accepts a quotation or other proposal of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.
GOODS" means the goods (including any installment of the Goods or any part of them) which the Seller is to supply in accordance with these Conditions.
"SELLER" means Temple Engineering Sales Ltd. T/A Temple Sales & Distribution having its registered office at Unit 58 Broomhill Drive, Tallaght Ind. Est., Dublin 24.
"CONDITIONS" means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) included any special terms and conditions agreed in writing between the Buyer and the Seller.
"CONTRACT" means the contract for the purchase and sale of the Goods.
"WRITING" includes telex, cable, facsimile transmission and comparable means of communications.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings of these Conditions are for convenience only and shall not affect their interpretation.

2. BASIS OF THE SALE

2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation or order is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
2.2 No variation of these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
2.3 The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Seller or its employees or
agents to the Buyer or its employees or agents as to the storage, application
or use of the Goods which is not confirmed in Writing by the Seller is
followed or acted upon entirely at the Buyer's own risk, and accordingly the
Seller shall not be liable for any such advice or recommendation which is not
so confirmed.
2.5 Any typographical, clerical, or other error or omission 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.

2. ORDERS AND SPECIFICATIONS

3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the
terms of any order (including any application specifications) submitted by
the Buyer, and for giving the Seller any necessary information relating to the
Goods within a sufficient time to enable the Seller to perform the Contract in
accordance with its terms.
3.2 The quantity, quality and description of and any specifications for the Goods
shall be those set out in the Seller's quotation (if accepted by the Buyer) or
the Buyer's order (if accepted by the Seller)
3.3 If the Goods are to be manufactured or any process is to be applied to the
Goods by the Seller in accordance with a specification submitted by the
Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs
and expenses awarded against or incurred by the Seller in connection with
or paid or agreed to be paid by the Seller in settlement of any claim or
infringement of any patent, copyright, design, trade mark or other industrial
or intellectual property rights of any other person with results from the
Seller's use of the Buyer's specifications.
3.4 The Seller reserves the right to make any changes in the specifications of the
Goods which are required to conform with any applicable safety or other
statutory requirements or, where the Goods are to be supplied to the Seller's
specification, which do not materially affect their quality or performance.
3.5 No order which has been accepted by the Seller may be cancelled by the
Buyer 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), cost, (including the cost of all labour and materials used), damages,
charges and expenses incurred by the Seller as a result of cancellation.

4. PRICE OF THE GOODS

4.1 The price of the Goods shall be the Seller's quoted price or, where no price
has been quoted (or a quoted price is no longer valid), the price listed in the
Seller's published price list current at the date of acceptance of the order.
Where the Goods are supplied for export from Ireland, the Seller's published
export price list shall apply. All prices quoted are valid for 30 days only after
which time (unless they have been accepted by the Buyer within that time)
they may be altered by the Seller without giving notice to the Buyer.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before
delivery, to increase the price of the goods to reflect any increase in the cost
to the Seller which is due to any factor beyond the control of the Seller (such
as, without limitation, any foreign exchange fluctuation, currency
regulation, alteration of duties, significant increase in the costs of labour,
materials or other costs of manufacture), any change in delivery dates,
quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instruction of the Buyer or failure of the Buyer to
give the Seller adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation or in any price
list of the Seller, and unless otherwise agreed in Writing between the Buyer
and the Seller, all prices are given by the Seller on an ex works basis, and
where the Seller agrees to deliver the Goods the Buyer shall be liable to pay
the Seller's charge for transport, packaging and insurance.
4.4 The price is exclusive of any applicable value added tax, which the Buyer
shall be additionally liable to pay to the Seller.
4.5 The cost of pallets and returnable containers will be charged to the Buyer in
addition to the price of the Goods, but full credit will be given to the Buyer
provided they are returned undamaged to the Seller before the due
payment date.

5. TERMS OF PAYMENT

5.1 Subject to any special terms agreed in Writing between the Buyer and the
Seller, the Seller shall be entitled to invoice the Buyer for the price of the
Goods on or at any time after delivery of the Goods, unless the Goods are to
be collected by the Buyer or the Buyer wrongfully fails to take delivery of the
Goods, in which event the Seller shall be entitled to invoice the Buyer for the
price at any time after the Seller has notified the Buyer that the Goods are
ready for collection or (as the case may be) the Seller has tendered delivery
of the Goods.
5.2 The Buyer shall pay the price of the Goods within 30 days of the last day of
the month in which the Seller issued its invoice, notwithstanding that
delivery may not have taken place and the property in the Goods has not
passed to the Buyer. The time for payment of the price shall be of the
essence of the Contract. Receipts for payment will be issued only upon
receipt.
5.3 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:
5.3.1 cancel the contract or suspend any further deliveries to the Buyer:
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or
the Goods supplies under any other contract between the Buyer and the
Seller) as the Seller may think fit (notwithstanding any purported
appropriation by the Buyer): and
5.3.3 charge the Buyer interest (both before and after any judgement) on
the amount unpaid, at the rate of 4 per cent per annum above one month
Dublin inter bank rate from time to time, until payment in full is made (a part
of a month being treated as a full month for the purpose of calculating
interest).

6. DELIVERY

6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller's premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to the entrance to that place. Off loading the Goods from the Seller's vehicle shall, where possible, be carried out by the Seller but, where the Seller requires assistance from the Buyer in this regard (which the Seller shall be entitled to request at its discretion) such assistance in whatever form, with or without equipment and whether or not the Buyer shall have nominated the individual or the equipment concerned, shall be provided by the Buyer at its own risk insofar as any damage or loss maybe caused or occasioned to the Goods and/or to the Buyer or its equipment and/or its servants or agents and it is hereby agreed that the Buyer shall not be or be deemed to be the Seller's agent for the purpose of the provision of such assistance.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing.
6.3 Where delivery of the Goods is to be made by the Seller in bulk, the Seller
whilst using all reasonable endeavours to deliver an accurate quantity of
goods, reserves the right to deliver up to 5 per cent more or 5 per cent less
than the quantity stated on the packing without any adjustment in the price,
and the quantity so delivered shall be deemed to be the quantity ordered.
6.4 Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the installments in accordance with these Conditions or any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.5 If the Seller fails to deliver the Goods or any reason other than any cause beyond the Seller's reasonable control or the Buyer's fault and the Seller is accordingly liable to the Buyer, the Seller's liability shall be limited to the lesser of either the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods or the price of the Goods.

7. RISK AND RETENTION OF TITLE

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of Goods to be delivered at the Seller's premises, at the time
when the Seller notifies the Buyer that the Goods are available for
collection; or
7.1.2 in the case of Goods to be delivered otherwise than at the Seller's premises,
at the time of delivery or, if the Buyer wrongfully fails to take delivery of the
Goods, the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other
provision of these Conditions, the property in the Goods shall not pass to
the Buyer until the Seller has received in cash or cleared funds payments in
full of all sums due by the Buyer to the Seller for the Goods and on any
account whatsoever.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer
shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep 1.
7.4 Until such time as the property in the Goods passes to the Buyer, the Buyer
shall be entitled to resell or use the Goods in the ordinary course of its
business. The Buyer shall hold the proceeds of sale (and / or the proceeds of
any insurance where appropriate) of any Goods upon trust for the Seller as
to the proportion thereof representing the price and shall account to the
Seller for same. The Buyer shall hold all such monies in a separate bank
account pending payment to the Seller and shall at all times keep these
moneys separate from any moneys or property of the Buyer or third parties.
7.5 Until such time as the property in the Goods passes to the Buyer, (and
provided the Goods are still in existence and have not been resold), the
Seller shall be entitled at any time to require delivery of the Goods to the
Seller failing which, to enter upon any premises of the Buyer or any third
party where the Goods are stored and repossess the Goods.
7.6 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 the foregoing prohibition and to any other
right or remedy of the Seller) forthwith become due and payable.
7.7 If the Goods are incorporated with or into any other product(s) owned
solely or partly by the Buyer or by one or more third parties ("the part
owner(s)") then the said product(s) shall be deemed to be owned by the
Seller and the part owner(s) as tenants in common in accordance with their
respective entitlements, and the Buyer shall account to the Seller for that
portion of the sale proceeds as represents the Seller's share and in
accordance with the provision of clause 7.4 hereof.
7.8 All payments made by the Buyer in relation to a sale of Goods shall be allocated in a manner directed by the Seller at the time of payment. If no specific allocation is made, the Seller shall have absolute discretion as to how such payments shall be allocated in discharge of the price of the Goods sold. The Seller's right of allocation need not be exercised as of the date of payment of any monies but may be exercised at any time the Seller chooses to exercise that right.

8. WARRANTIES AND EXCLUSION OF LIABILITY

THIS CLAUSE SHOULD BE READ CAREFULLY. IT LIMITS THE EXTENT OF
THE SELLER'S LIABILITY IN CONTRACT, TORT AND OTHERWISE TO THE
BUYER.
8.1 Subject as expressly provided in these Conditions and except where the
Goods are sold to a person dealing as a consumer with the meaning of the
Sale of Goods Act 1893 1980 (as amended) all warranties, conditions or
other terms implied by statue or common law are excluded to the fullest
extent permitted by law.
8.2 Subject to the conditions set out below the Seller warrants that the Goods
will correspond with their specification and the time of delivery and will be
free from defects in material and workmanship for a period of 12 months
from the date of their initial use of 12 months from delivery, whichever is the
first to expire.
8.3 The above warranty is given by the Seller subject to the following
conditions:
8.3.1 the seller shall be under no liability in respect of any defect in the Goods
arising from any drawing, design or specification supplied by the Buyer;
8.3.2 the Seller shall be under no liability in respect of any defect arising from fair
wear and tear, willful damage, negligence, abnormal working conditions,
failure to follow the Seller's instructions (whether oral or in writing), misuse
or alteration or repair of the Goods without the Seller's approval;
8.3.3 the Seller 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;
8.3.4 the above warranty does not extend to parts, materials or equipment not
manufactured by the Seller, in respect of which the Buyer shall only be
entitled to the benefit of any such warranty or guarantee as is given by the
manufacturer to the Seller;
8.4 Any claim by the Buyer which is based on any defect in the quality or
condition of the Goods or their failure to correspond with specification shall
(whether or not delivery is refused by the Buyer) be notified to the Seller
within 7 days from the date of delivery or (where the defect or failure was
not apparent on reasonable inspection) within a responsible time after
discovery of the defect or failure. If delivery is not refused, and the Buyer
does not notify the Seller accordingly, the Buyer shall not be entitled to
reject the Goods and the Seller shall have no liability for such defect or
failure, and the Buyer shall be bound to pay the price as if the Goods had
been delivered in accordance with the Contract.
8.5 Where any valid claim in respect of any Goods which is based on any defect
in the quality or condition of the Goods or their failure to meet specifications
is notified to the Seller in accordance with these Conditions, the Seller shall
be entitled to replace the Goods (or the part in question) free of charge or, at
the Seller's sole discretion, refund to the Buyer the price of the Goods (or a
proportionate part of the price), and subject only to the provisions of clause
8.6 below the Seller shall have no further liability to the Buyer.
8.6 The Seller shall, subject to the normal rules concerning causation and
remoteness of damage (except where the Goods are manufactured and/or
any process is applied to the Goods in accordance with the Buyer's
specifications) be responsible for death or personal injury caused directly by
the use of the Goods as a result of the Seller's negligence provided that the
Seller's liability under this clause 8.6 shall not exceed €130,000.00
8.7 Save as hereinbefore provided, 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 the express terms of the
Contract, for any loss or damage, costs, expenses whatsoever (whether
caused by the negligence of the Seller, its employees or agents or otherwise)
which arise out of or in connection with the supply of the Goods or their use
or resale by the Buyer, except as expressly provided in these Conditions.
8.8 The liability accepted by the Seller under Clause 6.5 above and under this
clause 8 is the absolute limit of the Seller's liability and all other liabilities are hereby expressly excluded and in particular, but without prejudice to the
generality of the foregoing, the Seller will not be liable to the Buyer for any
consequential loss, damage, costs and expenses of any nature whatsoever
incurred or suffered by the Buyer or by a third party including without
limitation any economic or other loss of turnover profits, business or
goodwill.
8.9 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 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.
8.10 The Buyer is reminded of the limitation of the Seller's liability contained
in clause 6.5 above.

9. INSOLVENCY OF BUYER

This clause applies if:
9.1.1 the Buyer makes any voluntary arrangements with its creditors or seeks the
protection of the Court or (being an individual or firm) becomes bankrupt or
(being a company) goes in liquidation (otherwise than for the purposes of
amalgamation or reconstruction) or:
9.1.2 an encumbrance takes possession, or a receiver is appointed, of any of the
property or assets of the Buyer: or
9.1.3 the Buyer ceases, or threatens to cease, to carry on business: or
9.1.4 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.
9.2 If this clause applies then, without prejudice to any other right or remedy
available to the Seller, the Seller shall be entitled to cancel the Contract or
suspend any further deliveries under the Contract without any liability to
the Buyer, and if the Goods have been delivered but not paid for, the price,
and any other sums due by the Buyer to the Seller shall become immediately
due and payable notwithstanding any previous agreement or arrangement
to the contrary.

10. EXPORT TERMS

10.1 In these conditions "Incoterms" means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the Contract otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provision of Incoterms and these Conditions, the latter shall prevail.
10.2 Where the Goods are supplied for export from Ireland the provisions of this clause 10 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions.
10.3 The Buyer shall be responsible for obtaining any required permits or licenses and for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties, charges, license fees, costs and charges thereon.
10.4 Unless other agreed in Writing between the Buyer and the Seller, the Goods shall be delivered F.O.B by the Seller to the air or sea port of shipment and the Seller shall be under no obligation to give notice under Section 32 (3) of the Sale of Goods Act 1893.
10.5 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller's premises before shipping. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
10.6 Payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favour of the Seller and confirmed by a bank acceptable to the Seller or, if the Seller had agreed in Writing on or before acceptance of the Buyer's order to waive this requirement, by acceptance by the Buyer and delivery to the Seller of a bill of exchange drawn on the Buyer payable 30 days after sight to the order of the Seller at such bank in Ireland as may be specified in the bill of exchange.

11. GENERAL

11.1 If the Seller is a member of a group of companies with a holding company, the Seller may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group, provided that any act or omission of any such other member shall be deemed to be the act of omission of the Seller.
11.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
11.3 No waiver by the Seller of any breach of Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.4 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 Conditions and the remainder of the provision in question shall not be affected thereby.
11.5 Any dispute arising under or in connection with these Conditions or the sale of the Goods shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Incorporated Law Society of Ireland and the Arbitration Acts 1954 to 1980 shall apply.
11.6 The Contract shall be governed by the laws of the Republic of Ireland and the Buyer hereby submits to the jurisdiction of the Irish Courts.

Company registered name: Temple Engineering Sales Ltd. t/a Temple Sales & Distribution
Directors Names: J.Ryan, A.Ryan, S.Matthews, P.Ryan, A.Ryan
Company Reg. No.: 65042
Registered Office: 58 Broomhill Drive, Tallaght Industrial Estate, Dublin 24.

This document is protected by copyright and may not be reproduced, by any means, in whole or in part, without the written permission of EMDA.