These Conditions of Sale provide information about us and the legal terms and conditions (“Conditions”) on which we sell any of the products listed on our website (www.tramexmeters.com) (“website”) to you. In these Conditions “Tramex”, “we” or “us” is a reference to Tramex Limited, with company number 46308 and with a registered office at Unit F Glencormack Business Park, Kilmacanogue, Co. Wicklow, Ireland, VAT Number IE9Y59398U together with its successors and assigns and “Customer” ‘you’, ‘your’ and ‘yours’ or any words of similar meaning are references to the business entity or person and its successors and permitted assigns, [who accepts a quotation from Tramex for the sale of the Goods (as defined below)] or whose order for the Goods is accepted by Tramex through this website.
1. General
1.1 In these Conditions, the following expressions shall have the following meaning:
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“Contract”
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means the contract for the purchase and sale of the Goods, the terms of which are the Conditions.
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“Goods”
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means such goods including industrial testing equipment, which Tramex supplies in accordance with these Conditions from time to time.
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“Location”
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means your premises, the location set out in your Order or such other location as we may approve in writing from time to time;
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“Order”
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means your order for the Goods as set out in any order made through our website.
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1.2 Headings are for ease of reference only and do not form part of and shall not be construed as forming part of these Conditions. Any reference in these Conditions to any statute shall be construed as a reference to such statute as amended, extended, consolidated or re-enacted from time to time and references to a statutory provision shall extend to any subordinate legislation made under it.
2. AMENDMENT TO CONDITIONS
2.1 We may amend these Conditions from time to time. Every time you wish to order Goods, please check these Conditions to ensure you understand the terms which will apply at that time. Before placing an order you will be asked to agree to these Conditions. By clicking the [“Accept” button] when completing an order of our Goods, you agree to be bound by these Conditions and the other documents expressly referred to in. If you refuse to accept these Conditions, you will not be able to order any Goods from our website.
3. USE OF OUR WEBSITE
3.1 Your use of our website is governed by our Terms of Use. Please take the time to read this notice, as it includes important terms which apply to you.
4. PERSONAL DATA
4.1 We use your personal information in accordance our Privacy Statement and Cookies Policy. Please take the time to read these notices, as they include important terms which apply to you.
5. BASIS OF CONTRACT
5.1 Your Contract with Tramex is a business contract. By placing an Order through our website you undertake, represent and warrant that you are not a consumer purchasing Goods for personal use. You undertake, represent and warrant you are purchasing Goods in the course of your trade, business and/or profession.
5.2 You purchase and we sell and deliver the Goods in accordance with these Conditions.
5.3 These Conditions shall prevail over any terms and/or conditions supplied or furnished by you, including any terms or conditions which you may purport to apply under any purchase order confirmation of order or similar document or which may be implied by trade, custom, practice or course of dealing. You hereby waive any right which you otherwise might have to rely on such other terms and conditions.
5.4 The Contract constitutes the entire agreement between us and you in respect of your Order. You agree that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us, which is not set out in these Conditions.
5.5 Any samples, drawings, descriptive matter, or advertising produced by us and any descriptions or illustrations contained in our websites, catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have contractual force.
6. ORDERS
6.1 For the steps you need to take to place on Order, please follow the 6 Steps outlined in the Checkout. Our order process allows you to check and amend any errors before submitting your Order. Please take the time to read and check your Order at each page of the order process.
6.2 Orders received by us may be accepted or rejected. Orders are accepted and Goods are delivered subject to availability and we accept no responsibility and shall not be liable in any way to you if the Goods ordered are unavailable.
6.3 All Orders are deemed to be an offer by you to purchase Goods pursuant to these Conditions. The Order will only be deemed to be accepted when we confirm by e-mail that the Goods have been dispatched (“Dispatch Confirmation”). The Contract between us will only be formed when we send you the Dispatch Confirmation.
6.4 Once accepted by us, Orders may not be varied or cancelled without our prior written consent. You will reimburse us for all loss suffered by us as a result of variations or cancellations of Orders.
7. PRICE
7.1 The prices of the Products will be in Dollars $ (unless otherwise stated) and as quoted on our website from time to time. Prices for our Goods may change from time to time, but changes will not affect any Order which we have confirmed with a Dispatch Confirmation.
7.2 Prices are exclusive of VAT and any other taxes and duties due, and do not include the cost of packaging, transport and insurance which shall be paid by you. If the rate of VAT changes between the date of your Order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
8. PAYMENTS
8.1 Payment for the Products and all applicable delivery charges is in advance. We will not charge your payment card [until we dispatch your Order]. By submitting your Order you consent to us debiting your payment card for the price of the Products, including VAT and delivery charges.
9. DELIVERY
9.1 All delivery and transportation costs from our place of business to the Location shall be borne by you unless otherwise agreed by us.
9.2 Any times or dates quoted for delivery of the Goods are approximate only and Tramex shall not be liable for any loss, damage, cost or expense resulting from any delay in delivery irrespective of how such delay was caused. The Goods may be delivered by us in advance of the quoted delivery time or date. We may execute Orders in part from time to time.
9.3 Unless otherwise agreed by us, the Goods shall be delivered to the Location and you shall provide us with full details of the Location when placing an Order.
9.4 You are deemed to have accepted the Goods on delivery to the Location.
9.5 You are not entitled to return any Goods to us without our prior express consent. No claim in respect of shortages of or damage to the Goods will be entertained by us unless made in writing and received by us within [seven (7) days] from date of delivery of the Goods.
9.6 Unless otherwise agreed, the method of packaging and the choice of carrier of the Goods are at the sole discretion of Tramex.
9.7 You are responsible for the proper disposal of any and all packaging in connection with the Goods.
10. TITLE, RISK AND PROPERTY
10.1 Risk of damage to or loss of the Goods shall pass to you when the Goods leave our premises.
10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property and title in the Goods shall not pass to you until we have received cleared funds payment of all sums due from you.
11. WARRANTY
11.1 Tramex warrants to Customer that the Goods are free from defects in materials and workmanship for a period of [one year] from the date of delivery (“the Warranty Period”). The Customer will bear all shipping, packing and insurance costs to the repair centre designated by Tramex. This warranty does not apply to Goods that have been misused, abused or altered.
11.2 Where any valid claim in respect of any of the Goods based on a breach of the warranty in clause 11.1 is notified to Tramex and accepted by Tramex, Tramex shall be entitled to either repair the Goods or replace the Goods (or the part in question) free of charge, at Tramex’s sole discretion and Tramex shall have no further liability to the Customer. All returns must be dispatched to Tramex’s place of business designated by Tramex for processing.
11.3 Without prejudice to the above, all terms, warranties, representations and conditions whether made orally or implied by circumstances, custom, contract, equity, statute or common law are hereby excluded. Without prejudice to the generality of the foregoing, all terms implied by Sections 13, 14 and 15 of the Sale of Goods Act 1893 are hereby excluded to the extent that such is fair and reasonable and to the extent that such is permitted by Irish law.
12. LIABILITY
12.1 Without prejudice to clause 12.3 the liability of Tramex arising out of or in any way connected with the purchase of the Goods whether in contract, tort, equity, statute or common law shall be the aggregate limited to the price paid to Tramex by you for the Goods under the Contract.
12.2 In no event shall Tramex be liable to you for any suits, claims, judgements, awards, expenses, costs, damages, proceedings or loss (including without limitation any loss of business, loss of revenue or loss of profits, loss of use of data, loss of savings or anticipated savings, loss of investments or loss of goodwill or reputation or any special, incidental, indirect, punitive or consequential loss or damages) of whatsoever nature howsoever arising or incurred by you or taken against you or any other person whether arising out of the provision of the Goods or otherwise.
12.3 Nothing in these Conditions shall be construed as excluding or limiting our liability for death or personal injury caused by negligence or for fraud (including fraudulent misrepresentation).
12.4 Any recommendations, advice, suggestions relating to the use or storage of the Goods given by Tramex are made in good faith but Tramex shall not be liable for any loss, damage, expense, or liability of the Customer arising out of the Customer’s reliance on such recommendations, advice and/or suggestions.
13. INTELLECTUAL PROPERTY
13.1 All intellectual property rights in or to the Goods are and shall remain the sole property of Tramex (or its licensors).
14. FORCE MAJEURE
14.1 We shall not be liable to you or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of our obligations in relation to the Goods, if the delay or failure was due to any cause beyond our reasonable control.
15. INDEMNITY
15.1 The Customer shall indemnify Tramex in full in respect of any loss, damages, proceedings suits, third party claims, judgments, awards, expenses and costs (including legal costs) incurred by or taken against Tramex as a result of the negligence, fault, error, omission, act or breach of the Customer or of its employees, staff, contractors, agents or representatives and for any breach of these Conditions whatsoever.
16. GENERAL
16.1 No waiver by Tramex of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
16.2 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 questions shall not be affected.
16.3 Tramex may assign, transfer or novate these Conditions or any of its rights or obligations hereunder. You may not assign, transfer or novate any of your rights or obligations under these Conditions.
16.4 If your business is a partnership or consists of two or more natural persons, each partner or person shall be jointly and severally liable under these Conditions.
16.5 Tramex may appoint one or more agents or representatives for any of the purposes of these Conditions.
16.6 These Conditions will be binding upon and will inure to the benefit of you and Tramex and each of our respective successors and permitted assigns.
16.7 These Conditions and all non-contractual obligations arising from or connected with them shall be governed by and construed in accordance with, and all disputes between us arising out of or in any way relating to these Conditions or any disputes between us in any way connected with the subject matter of these Conditions (whether contractual or non-contractual) shall be governed by, the laws of Ireland. Each of Tramex and the Customer submit to the exclusive jurisdiction of the Irish Courts. Nothing contained in this clause shall limit the right of Tramex to bring enforcement proceedings in another jurisdiction on foot of an Irish Order or to seek interim, protective or provisional relief in the courts of another jurisdiction.
16.8 No amendment or addition to these Conditions will be effective unless made or agreed by Tramex in writing.
16.9 Any notice under these Conditions shall be given in writing by post or personal delivery or by prepaid registered mail or by facsimile with advice of transmission directed to the address of the party which set forth in these Conditions (in respect of Tramex) and your Order or to such other address as may be substituted by notice to the other party. If notice is sent by post, it will be treated as delivered 7 days after it has been posted.
