Terms and Conditions

1 Explanation

• In these T&C’s the following words are explained as follows:
  Company – TGH Contractors Limited T/A TGH Smart – a Company incorporated in Ireland.
  Buyer – the Person, Firm or Company for whom an order to supply goods is received by The Company.
  Buyer Materials – any Documents or other Materials and any Data or other Information provided by the Buyer relating to the goods.
  Company Materials – any documents or other materials and any data or other information provided by the Company relating to the goods.
  Conditions – the Standard Terms & Conditions of sale as set out in this document, together with any special Conditions agreed in writing between the Buyer and the Company.
  Contract – any contract between the Company and the Buyer for the sale of goods.
  Delivery Point – the place where delivery of the goods is to take place under Condition 4.1 Goods – any goods (or parts thereof) to be supplied to the Buyer by the Company.
• In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced. References to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context requires and headings will not affect the construction of these Conditions.

2 Application of terms

2.1 These conditions apply to all the Company’s Sales of Goods and any variation of these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a Director of the Company.

2.2 No terms or conditions enclosed upon, delivered with or contained in the Buyer’s purchase order confirmation or other document will form part of the Contract simply as a result of such document being referred to in the Contract.

2.3 Each order for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions.

2.4 Orders should be sent by email, fax or mail and should state the Buyer’s relevant order number. Verbal orders will be accepted but the Buyer will be responsible for any errors of description or quantity or date of delivery in goods supplied thereunder.

2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until the Company sends an Order Acknowledgement or (if earlier) the Company delivers the Goods to the Buyer.

2.6 The Buyer must ensure that the terms of any order or related document are complete and accurate.

3 Description

3.1 The description of the Goods shall be as set out in the Company’s website and pricelist.

3.2 All descriptive matter and advertising issued by the Company and any descriptions or illustrations contained in the Company’s documentation are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract.

3.3 The Buyer should always ensure that the Goods ordered are suitable for the intended purpose before commencing installation.

4 Delivery

4.1 Unless otherwise agreed in writing by the Company delivery of the Goods shall take place at the address detailed on the Buyer’s order.

4.2 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice.

4.3 Subject to the other provisions of these Conditions the Company will not be liable for any loss including loss of profit, loss, damages, charges or expenses caused directly or indirectly by any delay of the delivery of the Goods (even if caused by the Company’s negligence) nor will any delay entitle the Buyer to cancel the contract. If for any reason the Buyer will not accept delivery of any of the goods, or the Company is unable to deliver the goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations, risk in the goods will pass to the Buyer including loss or damage caused by negligence) the Goods will be deemed to have been delivered and the Company may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation storage and insurance.

4.4 The Buyer will provide at its expense at the delivery point adequate and appropriate equipment and manual labour for unloading the goods.

4.5 The Company may deliver the Goods by instalments and each instalment shall be treated as a separate Contract so that failure to deliver or defects on one or more instalment shall not entitle the Buyer to reject the other instalments.

4.6 In case of faulty goods or any other replacement, customers will have to send back goods for repair/replacement at their own cost.

4.7 We don’t compensate on any cost including labour charges incurred due to faulty goods, wrong goods sent by error, time delay by the courier company, etc.

5 Non Delivery

5.1 The quantity of any consignment of Goods as recorded by the Company upon dispatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer.

5.2 The Company shall not be liable for any non-delivery of Goods even if caused by the Company’s negligence unless written notice is given to the Company within 3-days of the date when the Goods would in the ordinary course of events have been received.

5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rate Contract rate against any invoice raised for such Goods.

6 Risk/Title

6.1 The Goods are at the risk of the Buyer from the time of delivery.

6.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full in cash or cleared all funds/all sums due to it from the Buyer on any account.

6.3 Until ownership of the Goods has passed to the Buyer, the Buyer must hold the Goods on a fiduciary basis as Company’s bailey, store the Goods (at no cost to the Company) separately from all other goods in such a way that they remain readily identifiable at the Company’s property, not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; maintain the Goods in satisfactory condition insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company (On request the Buyer shall produce the policy of insurance to the Company and hold the proceeds of the insurance referred to in on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account).

6.4 The Buyer may resell the Goods before ownership has passed to it on the following conditions.

6.4.1 Any sale shall be affected in the ordinary course of the Buyer’s business at full market value.

6.4.2 Any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.

6.5 If the Buyer resells any of the Goods on a retail basis it will be responsible for complying with all applicable laws and for the provision of proper labels and instructions as requested by the Department of Trade and Industry and/or any other authority for the time being empowered to make any requirements as to the sale or installation of such Goods.

6.6 The Buyer’s right to possession of the Goods shall terminate immediately if :

6.6.1 The Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors or otherwise takes the benefit of any relief for insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal) or enters into liquidation except a solvent voluntary liquidation for the purpose of reconstruction or amalgamation or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof or a resolution is passed or a petition presented to any Court for the winding up of the Buyer or for the granting of administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer.

6.6.2 The Buyer suffers or allows any execution, whether legal or equitable to be levied on his/it’s property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade.

6.6.3 The Buyer encumbers or in any way charged any of the Goods.

6.7 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.

6.8 The Buyer grants the Company its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or where the Buyer’s right to possession has terminated to recover them.

7 Price

7.1 Unless otherwise agreed by the Company in writing (and except in cases of obvious error) the price for the Goods shall be the price set out on the Company’s website as in force at the date of invoice.

7.2 The Company reserves the right, by giving notice to the Buyer to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company any change in delivery dates or guarantees specified by the Buyer on any delay caused by the instructions of the Buyer or failure of the Buyer to provide adequate information or instructions.

7.3 The price for the Goods shall be inclusive of value added tax where stated which shall be paid at the rate and in the manner for the time being provided by law.

7.4 Carriage will be paid by the Company on Goods bought in accordance with its recurrent conditions for delivery on the Island of Ireland. Further charges may apply where alternative delivery terms are agreed.

8 Payment

8.1 No payment shall be deemed to have been received until the Company has received cleared funds.

8.2 All payments payable to the Company under the Contract shall become due immediately upon termination of this Contract despite any other provision.

8.3 The Buyer shall make all payments under the Contract without any deduction whether by way of set-off, counterclaim, discount abatement or otherwise unless agreed with the Company.

8.4 If the Buyer fails to pay the Company any sum due pursuant to the Contract the Buyer will be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 5% above the base lending rate published from time to time by the European Central Bank accruing on a daily basis until payment is made whether before or after any judgement.

9 Quality

9.1 The Company warrants that (subject to the other provisions of these Conditions), upon

delivery, the Goods will be of satisfactory quality within the meaning of the Sale of Goods

Act 1979.

9.2 The Company shall not be liable for a breach of the Warranty in Condition

9.2.1 unless the Buyer gives written notice of the defect to the Company and if the defect is

as a result of damage in transit) to the carrier within 30 days of delivery, and the Company is

given a reasonable opportunity after receiving the notice of examining such Goods and the

Buyer if asked to do so by the Company) returns such Goods to the Company’s place of

business at the Buyer’s expense for the examination to take place.

9.3 If we accept that the goods may be returned, we will issue you with a returns number and

address.

9.3.1 Please gather the item(s) you wish to return, including all packaging and, if possible, the

original shipping box, stating the returns number given. Refunds for the purchase price (does

not include p&p) will be issued for products returned in perfect condition and in their

original packaging.

9.3.2 Please note that the returned goods are your responsibility until they reach us. We

cannot be held responsible for any goods lost in transit to us.

9.3.3 TGH Smart will only pay the postage price for any goods that need to be resent due to

a fault on our behalf.

9.4 Returns within 14 days

9.4.1 Unwanted items or orders placed in error are covered by our 14-day money-back

guarantee, so just return them to us unused, in their original undamaged packaging, in a

saleable condition, with your receipt and we will give you a credit / refund.

9.4.2 If you do not have your receipt, as long as you have a proof of purchase, we will

exchange the item or give you a refund.

9.4.3 Please ensure you enclose a covering letter detailing your Name, Order Reference

Number, A postal receipt (if applicable to receive a postal refund), the issue(s) and the

desired action i.e. replacement, credit or a refund.

9.5 Faulty goods

9.5.1 If your goods have arrived with a manufacturing defect, or are inherently faulty, please

return the goods to us within 14 days of receipt where we will be happy to process an

exchange (where possible).

9.5.2 Incorrect/faulty goods must be returned to us before replacements are sent out.

9.5.3 Within 24 months of the delivery date, if there is a fault with your product, we will normally offer a prompt repair, exchange, credit or refund (credit to include original postage).

9.5.4 To qualify for a refund or exchange the faulty product must be free of faults caused by accident, neglect, misuse or normal wear and tear.

9.5.5 We test every item returned to us, once received it will be inspected and tested rigorously by our technicians. A replacement will be authorised should a fault be found.

9.5.6 In the event of a replacement not being available an alternative product will be offered or a credit note issued, in certain circumstances a full refund will be offered.

9.5.7 If no fault can be found by our test centre, the item will be returned to you at your expense.

9.6 For damaged goods

9.6.1 If any item arrives damaged please contact our customer service team within 30 days of delivery for a replacement order.

9.6.2 Items not claimed as damaged after this period may not be authorised for replacement.

9.6.3 Incorrect/faulty goods must be returned to us before replacements are sent out.

9.7 Incorrect items

9.7.1 If the item we have sent you is incorrect or different to that stated on your invoice, please return the item to us within 14 days where we will be happy to process an exchange (where possible) or refund.

9.7.2 If you notify a problem to TGH Smart under this condition, our only obligation will be, at its option:

to make good any shortage, mispick or non-delivery; or to refund to you the amount paid by you for the goods in question to the original method of payment.

9.7.3 TGH Smart will not be liable to you for any indirect or consequential loss or damage arising out of any problem you notify to TGH Smart under this condition and TGH Smart shall have no liability to pay any money to you by way of compensation other than to refund to you the amount paid by you for the goods in question.

9.7.4 All goods returned will be inspected for damage and authenticity upon receipt, if TGH Smart discovers any defects, we reserve the right to refuse to refund or replace and return the item(s) to you.

9.8 Overseas orders

9.8.1 When ordering goods from TGH Smart for delivery overseas, you may be subject to import duties and taxes once a shipment reaches your Country.

9.8.2 The additional charge for customs clearance is down to the recipient’s responsibility and we have no control over these charges. Customs policies vary widely from Country to Country and you should contact your local customs office for further information.

10 Limitation of Liability

Attention is drawn to the provisions of this Condition

10.1 Subject to Condition 9, the following provisions of this Condition 10 set out the

entire financial liability of the Company including any liability for the acts or

omissions of its employees, agents and sub-contractors) in respect of any breach of

these Conditions and any representation, statement or tortious act or omission

including negligence arising under or in connection with the Contract.

10.2 All terms implied by statute or common law (save for the conditions implied by

section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law

excluded from that Contract.

10.3 Nothing in these Conditions excludes or limits the liability of the Company for

death or personal injury caused by the Company’s negligence or for fraudulent

presentation.

10.4 Subject to Conditions 10.2 and 10.3

10.4.1 The Company’s total liability in contract tort (including negligence or breach of

statutory duty, misrepresentation or otherwise arising in connection with the

performance or contemplated performance of this Contract shall be limited to the

price paid by the Buyer.

10.4.2 The Company shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill otherwise) costs, expenses or other claims for consequential compensation (howsoever caused which arise out of or in connection with the Goods.

10.5 The Buyer warrants that any installation of the goods will be performed by properly trained staff and agrees that it shall be solely responsible for any use to which the Goods are put after delivery.

11 Intellectual Property

11.1 The property and any copyright or other intellectual property rights in any Buyer Materials shall belong to the Buyer and any Company Materials shall, unless otherwise agreed in writing between the Buyer and the Company belong to the Company subject only to a licence in favour of the Buyer to use the Company Materials for the purposes of receiving the Goods.

12 Force Majeure

12.1 The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including without limitation acts of God, governmental actions, war or national emergency, riot, civil commotion, fire explosion, flood, epidemic, lock-outs, strikes or other about disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

13 General

13.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

13.2 If any provision or part of a provision of the Contract is found by any court or other body of competent jurisdiction to be illegal invalid void, voidable, unenforceable or unreasonable it shall be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

13.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be constituted as a waiver of any of its rights under the Contract. Any waiver by the Company of any breach of or any default under any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.

13.4 The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts, by any person that is not a party to it.

13.5 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company. The Company may assign the Contract or any part of it to any person, firm or company.

13.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be deemed by Irish Law and the parties submit to the jurisdiction of the Irish Courts.