Terms & Conditions

Please carefully read the Somylon Equipment Ltd T/A PEL Waste Reduction Equipment Terms and Conditions as they contain important information concerning your rights and obligations.

These terms include various limitations and exclusions as well as the applicable jurisdiction.

PURCHASE AGREEMENT TERMS AND CONDITIONS

1. Definitions

“The Company” means PEL Waste Reduction Equipment. “The Customer” means the person, firm or company whose order for goods referred to in the Company’s quotation, tender, invoice or advice note is accepted by the Company.

2. General

ALL quotations and tenders are made, orders accepted and goods delivered and installed by the Company subject to and upon the following terms and conditions of business and no additional variation shall apply unless agreed in writing by the Company upon a form issued by the Company and specifically express to constitute such addition and variation. If no such form shall have been issued by the Company, the Customer shall upon delivery of the goods be deemed to have given final and absolute acknowledgement of its acceptance of these terms and conditions.
No other terms and conditions shall apply notwithstanding any provisions to the contrary which may appear on the order form or purchase order or any other document issued by the Customer whether or not the same shall be signed by or on behalf of the Company and whether issued.
Acknowledgements of receipt of a Customer’s order or other communication by the Company in connection therewith shall not constitute acceptance of that order for contractual purposes. Delivery to the Customer of an Acceptance Notice signed by a duty authorised officer of the Company shall constitute the Company’s acceptance of the Customer’s order.

3. Prices

Prices are quoted ex-works and are those ruling at the date of quotation, tender or acknowledgement
The Company reserves the right to vary prices at any time and in the event of a price variation between the date of quotation, tender or acknowledgement and delivery to the Customer, the Customer shall pay the new price for the goods ordered provided that the Company shall have notified the Customer of such variation prior to dispatch of the goods to the Customer or collection of the goods by the Customer as the case may be.
Prices quoted net of all taxes, imposts and Levies which are or may from time to time be levied by any governmental, statutory or local authority upon the sale of goods agreed to be sold to the customer and such additions (if any) shall be charged at the rates prevailing at the date of delivery of invoice as the case may be.
Prices are quoted net of all packaging, transportation and insurance costs, which shall before the account of the Customer if the Company shall provide or arrange for transport of the goods to the Customer’s orders.

4. Incidental Work

Where after the commencement of manufacture of installation it shall be necessary in the opinion of the Company to carry out any work additional to that which was indicated upon a quotation or tender in order adequately to comply with the Customer’s requirements the Company shall be entitled in its absolute discretion to carry out such work up to the value of 10 per cent of the original quotation without reference to the Customer and to charge the Customer for additional labour and parts in accordance with the Company’s rates and prices from time to time ruling. If the additional work is likely to exceed that figure the Customer will be consulted by the company before proceeding.

5. Payment

Payment for goods will be upon presentation of invoice unless otherwise notified to the Customer.
Payment for reconditioning and installation will be upon presentation of invoice unless otherwise notified to the Customer.
The Company reserves the right to charge interest upon any sums due to the Company and unpaid, such interest to be calculated at the rate of 2 per cent per calendar month or any part thereof from the date of invoice to the date of settlement. No forbearance or indulgence by the Company shown or granted to the Customer shall be in any way affect or prejudice the rights of the Company or be taken as a waiver of the terms of this or any other clause here in.
The property in the goods shall remain vested the Company until payment in full is received by the Company in respect of the goods and where relevant in respect of any associated installation charges.

6. Title

The goods shall remain the sole and absolute property of the Company as legal and equitable owner until payment in full for all goods supplied under this or any other contract has been received by the Company.
The Company may for the purpose of recovery of its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
The goods supplied under this contract shall be stored separately from other goods in the possession of the Customer or in such manner as they can easily be identified as being the Company’s goods.
If any other goods are incorporated in other goods before such payment the property in the whole of such goods shall be and remain with the Company until payment under this and any other contract has been made in full.
Payments under this or any other contract between the Customer and the Company shall become due immediately upon the commencement of any act or proceeding in which the Customer’s solvency is involved.
The intending purchaser in Licensed by the Company to agree to sell on the Company’s goods subject to the express condition that the entire proceeds thereof are held in trust for the Company and they are not mingled with other moneys or paid into any overdrawn bank account and shall be at all times identifiable as the Company’s moneys.
The Customer shall insure the goods for their full value.

7. Delivery

The Company will use its best endeavours to comply with dispatch, collection and delivery dates but such dates are estimates only and are not guaranteed neither shall they be under any circumstances be deemed to be a term or condition of the contract for sale. The Company shall accept no liability of whatsoever nature for failure to meet such dates and such failure shall not entitle the Customer, to repudiate or cancel the contract.
Delivery shall be ex-works to the Customer or its designated carriers unless otherwise agreed in writing by the Company and the risk in the goods shall pass to the Customer on delivery to the Customer or such carrier as the case may be.

8. Carriage & Packing

The Company will at the request of the Customer and as agent for the Customer effect insurance for the transport of the goods to the Customer.
Where the Company as agent shall have arranged such transport of the goods it shall accept no liability whatsoever for loss of or damage to the goods in transit or for any loss or damage whether consequential or otherwise suffered by the Customer in consequence of the loss or damage to the goods in transit. But the Company shall render all reasonable assistance to the Customer in tracing lost goods if the customer shall notify the Company within 14 days of the date of dispatch or, in the case of export orders, within 14 days of the estimated date of the arrival of the goods.
In the event of damage to the goods arising in transit or storage through a defect in packaging supplied by the Company the sole liability of the Company shall be to repair or replace the goods so damaged.
The Company will not be liable for any shortages in delivery unless it shall receive written notification from the Customer within 7 days from the date of delivery of the goods ex-works to the Customer or, in the case of delivery ex-works to a carrier on behalf of the Customer within 7 days of receipt of the goods by the Customer from the carrier.
Unless otherwise agreed in writing crates and other packing materials when charged for will be credited if returned carriage paid and in good condition to the Company’s works within two months of the date of delivery ex-works.

9. Storage

If for any reason the Customer is unable to accept delivery of the goods at the time when the goods are due and ready for delivery the Company, shall if its storage facilities permit, store the goods and take reasonable steps to safeguard and preserve them until their actual delivery and the Customer shall be liable to the Company for the cost (including insurance) of such storage.
Storage of the goods shall be at Customer’s own risk.
If the Customer shall fail to take delivery of the goods within 28 days of notification that they are ready for delivery or having been stored, that storage facilities are no longer available the Company shall have the right to sell, dispose or otherwise deal with the goods and the Customer shall be liable to the Company for any loss or damage (including profits) which the company shall suffer in consequence of the Customer’s failure to take delivery of the goods.

10. Patents And Registered Designs

The Customer shall indemnify the Company against all costs, claims, damages or other expenses suffered by the Company in connection with any infringement of patent or registered design arising out of the manufacture or sale of goods in accordance with the Customer’s specification

11. Customer Property

Any machinery, materials or other property of the Customer delivered by it to the Company shall be at the absolute risk of the Customer while in the Company’s possession and neither the Company nor its employees, servants and agents shall have any liability for the loss of or injury to such machinery, materials or property howsoever occasioned or any other damage whether direct or consequential arising there from.
The handing over by the Customer of any vehicle or machine to the Company or its employee, servant or agent whether at the premises of the Customer or the Company or elsewhere shall be deemed to constitute express authority for the Company, its employees, servants and agents to drive and operate such vehicle or machinery.

12. Installation

Any installation or other work carried out in connection with the goods at the Customer’s premises or outside the Company’s premises shall be the subject of separate charges in addition to the purchase price of the goods and the Customer agrees to indemnify the Company, its employees, servants and agents in respect of all damage or injury, actions, suits, claims, demands, costs or charges incurred in connection with such installation and work howsoever the same shall be occasioned.
Notwithstanding installation by the Company of the goods, delivery shall be deemed to be ex-works and the risk in the goods shall pass upon such delivery in accordance with Clause 6 above.

13. Designs And Specifications

The Company reserves the right at any time to make any modification in design or specification of the goods without giving prior notice to the Customer.

14. Descriptive Literature

Descriptions, illustrations and other information contained in catalogues, price lists and other literature issued by the company or on its behalf are intended to act as a general guide and description of the goods. These do not constitute express or implied representations as to the fitness or suitability of the goods for any purpose and the Customer shall not be entitled so to treat them and they shall accordingly form no part of any contract governed by these Terms and Conditions.

15. Force Majeure

In the event that the Company shall be delayed in or prevented from carrying out all or any of its obligations under a contract for sale of goods and/or as installation as a result of any cause beyond its control including (but not by way of limitation) war, invasion, hostilities, civil war, civil strife or commotion, strikes, lock-outs, breakdown of plant, failure of third parties to deliver goods or materials, storm, flood, fire or any other causes it shall be relieved of all obligations and liabilities incurred under such contracts insofar as and for so long as the fulfilment of such obligations and liabilities is thereby prevented, frustrated or impeded.

16. Warranty

Goods sold by the company are warranted free from defects in materials and workmanship at the date of delivery to the Customer.
If upon delivery to and inspection by the customer or (where relevant) upon completion of their installation by the Company goods are found to be defective the Company will repair or (at its option) replace the defective goods if the Customer shall in the case of goods delivered ex-works have returned them to the Company within 6 months of delivery and in the case of goods installed by the Company have notified the Company within 6 months of completion of installation.
The Company’s warranty shall not apply to any goods: a) which have been tampered with in any way outside the Company’s premises or b) which have been stored in unsuitable conditions or for an excessive period or c) which have been subject to overloading misuse negligence neglect or accident or d) the quality of which has been impaired as a result of the incorporation of defective materials supplied by the Customer or e) which are sold as second-hand and in which either defects have been brought to the customer’s attention or if the Customer has carried out an examination which ought reasonably to have revealed any defects or f) which have not been manufactured by the company but which are sold by the company with the benefit of the manufacturer’s warranty. Warranty does not cover decals, labels, adhesive on labels or defective artwork.
The contract for sale of the goods shall not be deemed to be a sale by sample unless specifically expressed so to be in writing in the contract documents.
Nothing in this warranty shall be deemed to prejudice such statutory rights of a Consumer as shall not in Law be capable of variation.

17. Limitation Of Company’s Warranty Liability

Except as expressly stated above all other warranties conditions are representations express or implied statutory or otherwise are (to the extent that they may in Law be excluded) hereby excluded and the Company shall not be liable in contract tort or otherwise for any loss damage expense or injury (whether direct or consequential) arising out of or in connection with the supply of use or the goods or any defect in them PROVIDED ALWAYS that it shall not exclude:

Liability in respect of death to personal injury arising out of the Company’s negligence
Such liability in respect of direct physical damage arising out of the Company’s negligence as may in the circumstances be reasonable.
Any term as to title quiet possession and freedom from encumbrance which may be implied by Section 12 of the Sale of Goods Act 1979.

18. Default Or Insolvency Of Customer

If the Customer defaults in any way on its commitments with the Company or suffers any distress or execution upon its property or assets or makes or offers to make any arrangement or composition with its creditors or commits an act of bankruptcy or has a Receiver appointed over all or a substantial part of its assets or a resolution passed or petition filed for winding up then the Company shall have the right (without prejudice to any other remedies) to cancel any uncompleted order or to withhold or suspend delivery.
In the event of an order being cancelled by the company in the above circumstances or being cancelled by the Customer the Customer shall indemnify the Company against all loss (including profits) costs (including labour, materials and overheads) and all other expenses and damages of whatsoever nature incurred by the Company in connection with the order and its cancellation (the company giving credit for the value of any materials sold or utilised for other purposes.)

19. Notice

Any notice given in respect of the contract for the sale of goods shall be delivered to the address of the recipient appearing in the contract documents (or such other address as shall be notified in writing and shall be delivered by pre-paid post or telex.)

20. Assignment, Sub-contracting, etc

Neither the Company nor the Customer shall be entitled to assign its rights or obligations under any contract for sale governed by these Terms and Conditions of Business PROVIDED THAT the Company may at its absolute discretion and without prior consent employ such sub-contractors as it may deem suitable.

21. Irish Law

This contract shall be governed and construed in all respects in accordance with the laws of the Republic of Ireland.

RENTAL AGREEMENT TERMS AND CONDITIONS

Definitions:

‘Owner’ Somylon Equipment Ltd T/A PEL Waste Reduction Equipment

‘Equipment’ The equipment described in the schedule overleaf and any additional, replacements, renewals or accessions made to it by the owner or an insurance company. Reference to ‘goods’ will be deemed to refer to ‘Equipment’

‘Customer’ The person, partnership or company named in the Rental agreement.

‘Net Loss’ The present value of unpaid rents (applying interest rate as defined in section D1 (ii), plus the value of any remaining rental payments for the Minimum Rental period (discounted by a percentage equal to 2 percent above the base lending rate of the European Central Bank at the date of termination) plus legal, administrative and transportation costs, of recovering the Equipment, less the sale proceeds of the equipment.

‘Services’ The provision of electricity and a firm foundation on which to place the equipment.

‘Normal Working hours’ 8:30am to 5:30pm Monday to Thursday and 8:30am to 5pm Friday excluding Bank holidays and other public holidays.

A: PERIOD OF RENTAL AGREEMENT

A1: The period of Rental agreement will commence on the day the Equipment is delivered. The period of the rental agreement will remain in operation until the agreement is terminated by either party in the manner prescribed in Section H.

B: OBLIGATIONS OF THE CUSTOMER

B1: The Equipment is insured to the standard definition defined in section F.
B2: Selecting the Equipment and ensuring that it is suitable for the intended use.
B3: Services necessary for the operation of the Equipment are of the correct voltages and capacities as specified by the manufacturer and are placed within two foot radius of the base of the Equipment.
B4: Installation of the equipment according to the manufacturer’s specifications.
B5: To take general care of the Equipment and use only according to the manufacturers specifications.
B6: To use the Equipment only for the purpose(s) indicated by the manufacturer.
B7: To notify the owner of any damage to the Equipment.
B8: To provide access to the Equipment Maintenance, inspection and removal as required by the Owner.
B9: To pay all hire charges to the Owner on the date they fall due by the means stipulated in the Rental Agreement. Prompt payment of hire charges is an essential term of this agreement.
B10: To keep the equipment at the location details in the rental agreement, subject to written permission of the Owner to relocate the Equipment to an alternative location.
B11: To permit only the Owner’s engineers or the engineers of their appointed agent to repair or maintain the Equipment.
B12: Not to alter or modify the Equipment, or attach it to land or buildings other than by fixings required for safe operation, or remove any identification sign or plate on the Equipment.
B13: Not to attempt to mortgage, charge, sell, use the equipment as security or attempt any other actions which may prejudice the Owner’s title to the Equipment.
B14: On termination of the equipment by either party, the customer will provide reasonable access to the Owner for removal of the Equipment. In the event that such access is hindered or prevented by buildings restrictions, then the owner will not be responsible for making any good any reasonable damage that may occur during access or removal.

C: OBLIGATIONS OF THE OWNER

C1: To supply the Equipment detailed in the agreement to the premises indicated on same agreement.
C2: To maintain the Equipment in working order throughout the life of the agreement subject to the Rental Agreement terms and conditions.
C3: If in the owner’s discretion it is deemed appropriate to replace the Equipment should it become uneconomic or impossible to repair. Replacement Equipment will be of at least similar age and capability. The owner may replace the original Equipment with newer or higher capability Equipment, if it is in their opinion this is necessary.
C4: To provide all parts necessary for the operation of the equipment.

D: ADDITIONAL CHARGES

D1: The owner may at their discretion make additional charges to the Customer in the following
circumstances:
a) Failure to operate the Equipment in accordance with the instruction
b) Use of the Equipment for a purpose other than that for which it was meant
c) Accidental damage to the Equipment by the Customer.
d) Damage to the Equipment by a third party.
D2: Where the owner is called to repair a defect in the Equipment and none is found or the fault results from a failure in the services connected to the Equipment, a charge may be made. Charges are at the Owner’s discretion and will only be made where an engineer is called without cause or where it should have been clear prior to the call being placed the Equipment was not at fault.
D3: Where the owner at their discretion relaxes his rights under section D1 and D2 this will not affect the Owner’s rights under Section D for any other situations where a charge may be made or later occurrences of the same situation.
D4: Charges made under D1 and D2 are payable on demand but without prejudice to any other or remedy which the Owner have under this agreement.

E: MAINTENANCE OF THE EQUIPMENT

E1: The owner will maintain the Equipment in working order throughout the life of the agreement. Maintenance will be provided at the premises of the Customer during normal working hours Monday to Friday (excluding bank holidays). The Owner will use their best endeavours to respond to a maintenance call within two working days.
E2: In the event that the owner fails to rectify a fault within three working days of a call for maintenance being placed, the customer may claim the hire charge payable for the period for which the machine is out of operation. A claim for rebate of hire charges should be made by writing to the Owner stating the serial number of the specific item of Equipment and the dares for which it was out of operation. The clause is conditional upon the fault not being the result of circumstances detailed in clauses D1(c) or D2. Subject to clause I6, this clause E3 sets out the entire rights of the Customer in respect of any failures to maintain the Equipment, and the Owner will not be liable for any loss or profits or consequential loss suffered by the Customer or anyone else however caused.
E3: Maintenance cover may be withdrawn by the Owner without penalty where the customer is in default of the rental agreement.
E4: The Owner will undertake yearly preventative maintenance replacing worn components as part of this Rental Agreement.
E5: Service work or repairs resulting from fair wear and tear are included in the rental. However, any repairs required due to accidents, misuse, abuse, or unwarranted call-outs will be charged at the current service rates.

F: INSURANCE

F1: It is the obligation of the Customer to insure the Equipment. The policy must be comprehensive, placed with a reputable insurance company and cover the full current replacement cost of the Equipment. The policy should contain the following points and be available for inspection by the Owner of their officers.
(i) The owner’s title to the Equipment
(ii) Name the owner as loss payee.
(iii) State that the policy only be terminated with the written consent of the Owner.

G: FORCE MAJEURE

G1: The owner will not be liable for any losses incurred by the customer from a breach of the Rental Agreement or a delay in performing the agreement where the breach of delay is the direct or indirect result of circumstances details in sections G1(i) to G1 (v).
(i) An act of God
(ii) Any consequences of war, invasion, hostilities (whether declared of not), civil war, rebellion, insurrection or military operation whether directly affecting the state where the Equipment is held or not.
(iii) Confiscation or requisition of property by the Government of the state or other foreign power, whether direct or indirect.
(iv) Riots, civil commotion, strikes, work to rule, general or partial stoppages or restraint of labour, whatever the cause, or any other factor which constitutes in essence Force Majeure.
(v) Any Government order or decree or any repeal modification enactment or re-enactment to any legislation regulation or order to or affecting the Equipment, its use of this agreement or its terms.

H: AGREEMENT TERMINATION

H1: The agreement may be terminated by either party after completion of the initial hire period. After that period, notice of termination is to be made in writing to the other party, giving at least three months’ notice. Notice of termination shall be given by either party to the agreement. Termination may also be effected either as set out in G1 or immediately by the Owner in the event of a default (as described in Section I) by the Customer.
H2: Following termination of the agreement as set out in H1 the Equipment must be returned to the Owner.
H2.1: If we attempt to collect the Equipment from you at a location specified by you at the termination of the agreement and we are unable to access the Equipment we reserve the right to charge you for all costs incurred in the failed collection and any Rental Charges for each Rental Day (or part day) on which you retain possession of the Equipment after the date we attempted to collect the Equipment at the end of the Rental Period. We will use reasonable endeavours to arrange another suitable collection date, or you can deliver the Equipment to our head office address.
H2.2: If, upon return of Equipment, any evidence of damage to the Equipment is found, or the Equipment is otherwise in an unacceptably dirty or unusable condition, we reserve the right to pass on the charge to complete repairs of the equipment, any other associated charges and the Administration Fee.

I: DEFAULT

I1: In the following circumstances the Customer will be considered by the Owner as in default:

(i) The Customer commits a breach of the Rental Agreement.

(ii) The Customer is adjudged bankrupt, or has received an order made against them, or makes a formal composition with or calls a meeting of his creditors or enters into a voluntary arrangement or an administrator is appointed over all or part of his estate

(iii) Execution, is levied or attempted against any of the Customers assets or income.

(iv) The Landlord of the premises where the Equipment is kept threatens or takes any steps to distrain the Equipment.

(v) The Customer suffers and event in foreign law similar in effect to the above events.

I2: In the event of I1 (i) to I1(vi) occurring, the Owner will be entitled by giving notice in writing to
terminate the Rental Agreement with immediate effect, to remove the Equipment from the
Customers Premises and recover from the customer the Net Loss incurred under this agreement as a result of early termination.
I3: The customer acknowledges that failure to pay or a delay in paying the hire charges will be a
fundamental breach of the Rental agreement.

J: WARRANTIES, INDEMENITIES AND CONSEQUENTIAL LOSS

J1: Subject to clause I6, the owner will not be liable for Indirect or consequential losses incurred by the customer, irrespective of how the losses arose.
J2: The customer will indemnify the Owner against all claims for damages, losses, costs and expenses (including legal costs on a full indemnity basis), which arise from his possession of the goods.
J3: All warranties conditions or other such terms implied by statue or common law are excluded to the full extent permitted by law.
J4: If notwithstanding the terms of this agreement the Owner is liable to the Customer; then (save for matters under Section I6) the owners liability for any breach committed by it shall be limited to 50% of the total hire charges for the initial hire period.
J5: No warranty, condition, description, or representation on the part of the Owner is given or implied by these terms.
J6: Nothing in these conditions shall exclude the Owner’s liability for loss, injury or death by the owner’s negligence or affect the statutory rights of the Customer.

K: TITLE TO THE EQUIPMENT

K1: The Equipment at all times will remain the property of the Owner.

L: GENERAL

L1: The customer agrees to hold safe a copy of this agreement.
L2: Where two or more persons are named as the Customer, their liability shall be joint and several.
L3: This agreement shall be construed in all respects in accordance with Irish law. The parties agree to submit he non- exclusive jurisdiction of the Irish courts.
L4: Payment of VAT must accompany all payments of hire charges due under this agreement at the rate prevailing for the tax point of each payment.
L5: The Customer’s rights under this Rental agreement may not be transferred without the prior written agreement of the Owner.
L6: The Owner reserves the right to subcontract his performance of this Agreement in whole or in part.
L7: The Owner reserves the right to assign or novate his rights arising under this agreement in whole or in part, without the agreement of the customer.
L8: The customer accepts that these conditions are fair and reasonable in protecting the legitimate commercial interest of the Owner.
L9: No delay or failure by the Owner to enforce anyone or more of the conditions will be a waiver of them or the right at any time subsequently to enforce all terms and conditions of this agreement.
L10: If additional copies of this agreement are requested by the customer from the Owner, the Owner may choose to charge an administration fee of up to €25 for providing copies on each occasion.