Conditions of Sale Conditions of Sale:
1. The prices are quoted in the stated currency. Delivery terms are Ex. Works, Ireland unless otherwise stated. All import duties, freight agent fees, international and local freight charges, and the customer will pay shipment insurance and Callan Technology Ltd cannot accept liability for these. All risk in loss or damage to the goods will pass to the purchaser upon delivery to the carrier
2. Delivery on all items will be per Callan Technology Ltd., order acknowledgement after receipt of an official written order. Unless otherwise agreed we reserve the right to make deliveries of all or part of the goods in advance of the time or times specified. We agree to use our best efforts to meet the delivery schedule but we shall not be held liable in the event of delays in delivery or failure to deliver when due to conditions beyond our control. In such event our time for performance shall be extended for a period equivalent to the time consumed in eliminating such cause for delay.
2.1 Call off orders for phased delivery may be accepted provided the entire order is released over a 12 month period dating from the initial order date and shipments are completed over an 18 month period from initial order date. The minimum release quantity will be 20% of the total order.
2.2 When an order has expired, it will be closed and a new order renegotiated 2.3 If the agreed call-off quantities have not been released by the 15th day of the last month of the agreed call-off period the customer will be invoiced retroactively for the difference between the quantity pricing agreed and the price for the actual quantities called off at the currently prevailing price list. The company also reserves the right to impose charges as specified under section 5.
3. The company reserves the right to impose penalty charges as follows:
(a) Any cancellation 25% of cancelled order value.
(b) Any cancellation occurring 8 weeks or less before due date - 50% of cancelled order value.
(c) Any cancellation occurring 4 weeks or less before due date - 75% of cancelled order.
3.1 The company reserves the right to impose a penalty charge of 50% of the total invoice value for call-off order releases cancelled before 50% of the required units on the total program have been released. For order cancellations, which occur after the end of the sixth month on a twelve-month call-off, the cancellation charge will amount to 75% of the outstanding order value. The company regrets that no further shipments can be made under these conditions until the required cancellation charges have been paid in full.
4. Terms: 30 days from date of invoice. The company reserve the right to charge interest on sums outstanding beyond 30 (thirty) days.
5. All goods sold hereunder are warranted to be free from harmful defects in material and workmanship and to conform to all the specifications if any agreed upon between the purchaser and ourselves, or in the absence of such specifications to our catalogued description. This express warranty is in lieu of and excludes all other warranties expressed or implied, by operation or law or otherwise. In no event shall we be liable for consequential or special damages. We agree to re- work or replace at our options, any defective goods provided we are notified of such defects within one year after shipment by Callan Technology Ltd., of the goods, or such other period as may be mutually agreed upon. Transportation charges on goods claimed to be defective will be allowed only in case defects are found by us to exist, and not otherwise. All goods claimed to be defective should be returned to the point of manufacture unless otherwise advised.
6. Except where otherwise expressly agreed, all patterns, tools, jigs, and fixtures required in the performance of the order, notwithstanding any charges therefore shall be and remain our property and in our possession and control.
7. All material or equipment owned or furnished by the purchaser while in our possession will be carefully handled and stored by us but we shall not be responsible for accidental loss thereof or damage thereto.
8. The purchaser agrees to pay or to reimburse us for any taxes (except Income Tax) levied by any taxing authority upon or in respect to the production, manufacture, transportation or sale thereto.
9. If the purchaser becomes insolvent or is in default under the terms of this or any other agreement between the purchaser and ourselves we shall be entitled at our option to discontinue further performance of all or part of the order in addition to any and all other rights and remedies provided by law or equity and available to us in such event.
10. Unless otherwise specified all quotations are valid for 30 days and are subject to prior sale of the goods and to withdrawal notice. All orders are subject to acceptance by us in writing at our office at Ennis, Ireland, and no order shall be binding upon us unless so accepted.
11. We warrant that any goods of our regular line of Products are free from patent infringements when used for normal purposes. When otherwise used or when goods are manufactured by us to the purchaser's designs or specifications, we assume no liability for actual or alleged patient infringement and the purchaser in such event shall hold us harmless form any and all claims, suits, damages or expenses by reason thereof.