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RIVVAL GENERAL CONDITIONS OF CONTRACT FOR THE SUPPLY OF GOODS

"The Contract" shall mean the agreement incorporating these conditions and shall include the Purchase Order
"The Purchaser" shall mean the person who has agreed to purchase the goods in accordance with the Contract
"The Contract Price" shall mean the sum agreed between RIVVAL and the Purchaser for the supply of goods under the Contract
"The Goods" shall mean the goods and / or equipment and / or materials to be supplied under the Contract
"Purchase Order" shall mean the form or document used by the Purchaser to order the Goods from RIVVAL
"Specification" shall mean the appropriate specifications drawings, samples and patterns referred to in the Contract against which the Goods are to be supplied and any modifications thereof that may be agreed.


1. Orders & Specifications

  1. No purchase order will be accepted without compliance with RIVVAL account application process. The Purchaser shall be responsible to RIVVAL for ensuring the accuracy of the terms of any order (including any applicable Specification submitted by the Purchaser), and for giving RIVVAL any necessary information relating to the Goods with a sufficient time to enable RIVVAL to perform the Contract in accordance with its terms.
  2. Subject to Condition 1 (a) RIVVAL shall supply the goods in accordance with the Specification. RIVVAL reserves the right to make any changes in the Specification which are required to conform with any applicable statutory or EC requirements or, where the Goods are to be supplied to the Purchaser's Specification, which do not materially affect their quality or performance.
  3. The Purchaser shall pay all royalties and fees on any patented goods and processes and on all registered designs and shall be responsible for any infringement or alleged infringement of any patent, registered design or otherwise protected right and the consequences thereof and shall indemnify RIVVAL against all actions, claims, costs, damages and expenses brought against or suffered by RIVVAL in regard to any of the aforesaid matters and shall provide all necessary assistance to RIVVAL in defending such action or claim.
  4. RIVVAL shall be informed of all applications by the Purchaser of patents or for registration of designs in respect of inventions, designs or improvements made in the course of the work or directly arising therefrom. Where RIVVAL has contributed to such designs or improvements RIVVAL's consent shall be sought prior to any application by the Purchaser and RIVVAL shall be entitled to join in any such applications.
  5. No order which has been accepted by RIVVAL may be cancelled in part or in whole by the Purchaser except with the agreement in writing of RIVVAL and on terms that the Purchaser shall indemnify RIVVAL in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by RIVVAL as a result of cancellation. In all cases €50 or 10% of the full purchase order or purchase item value (whichever is the greater) shall be the mandatory minimum cancellation charge. Any notice of cancellation shall only be effective from the date received in writing by RIVVAL from the purchaser.
  6. No Purchase Order will bind RIVVAL unless & until RIVVAL acknowledges in writing acceptance of such an order.

2. Delivery

  1. RIVVAL shall deliver the Goods in accordance with the instructions shown on the Purchase Order. Such instructions shall specify the quantity required and the date, rate and place of delivery.
  2. RIVVAL shall notify the Purchaser within 5 working days of any occurrence which it reasonably considers will delay the delivery of the Goods and although RIVVAL will use all reasonable endeavours to ensure delivery of goods on the delivery date given to the Purchaser, all delivery dates are given only as best estimates and without legal commitment, and RIVVAL shall not be liable for any damage or loss whatsoever arising directly or indirectly out of delay in delivery, other than those specified in clause 8 Late Delivery.
  3. Unless provided for in the Contract no charges shall be made for packing cases and materials.
  4. If the Purchaser fails to take delivery of the Goods or fails to give RIVVAL adequate delivery instructions at the time stated for delivery (other than by reason of any cause beyond the Purchaser's reasonable control or by reason of RIVVAL's fault) then, without prejudice to any other right or remedy available to RIVVAL, RIVVAL may:
  1. Store the Goods until actual delivery and charge the Purchaser for the reasonable costs (including insurance) of storage: or:
  2. Sell the Goods at the best price readily obtainable and (after deducting, all reasonable storage and selling expenses) account to the Purchaser for the excess over the price under the Contract or charge the Purchaser for any shortfall below the price under the Contract.

3. Invoices

  1. Invoices will be forward to the Purchaser in accordance with the instructions contained in the Purchase Order. 

4. Terms of Payment

  1. The Purchaser shall pay the Contract price no later than the end of the month following that in which the invoice is issued. RIVVAL reserve the right to request payment by direct debit for all new credit accounts. In such cases RIVVAL shall process the amounts due through the Purchasers bank account to ensure that payment is received by the end of the month following that in which the invoice is raised. RIVVAL shall be entitled to recover the Contract Price notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Purchaser. Receipts for payment will be issued on request.
  2. RIVVAL reserves the right, by giving notice to the Purchaser at any time before delivery, to increase the price of Goods to reflect any change in the Purchase Order or any delay caused by the Purchaser or failure of the Purchaser to give RIVVAL adequate information or instructions.
  3. If the Purchaser fails to make any payment on the due date then, without prejudice to any other right or remedy available to RIVVAL, RIVVAL shall be entitled to:
    1. Cancel the contract or suspend any further deliveries to the Purchaser;
    2. Appropriate any payment made by the Purchaser to such of the Goods (or the goods supplied under any other contract between the Purchaser and RIVVAL) as RIVVAL may think fit (notwithstanding any purported appropriation by the Purchaser); and
    3. Charge the Purchaser interest (both before and after any judgement) on the amount unpaid, at the rate of 4% per cent per annum above the Allied Irish Banks p.l.c. base rate as may be in force from time to time, until payment in full is made (a part of the month being treated as a full month for the purpose of calculating interest).

5. Assigning and Sub-letting
RIVVAL may assign or sublet the Contract or any part thereof.

6. Acceptance / Rejection

  1. The Purchaser may within 5 days of delivery or within the time stated in the Contract reject by notice in writing any Goods which are not reasonably fit for their purpose or not in accordance with the Contract. Any Goods not so rejected shall be deemed to have been accepted by the Purchaser, and the Purchaser shall not be entitled to reject the Goods and RIVVAL shall have no liability for such defect or failure, and the Purchaser shall be bound to pay the Contract Price as if the Goods had been delivered in accordance with the Contract.
  2. The Purchaser shall return any Goods rejected at the expense and risk of the Purchaser within 28 days of the date of the notice or rejection. Any Goods not returned may be removed by RIVVAL at the Purchaser's expense and risk following receipt by RIVVAL of notice of rejection from the Purchaser. Such notice shall not become effective until actually received by RIVVAL.

7. Replacement of Goods
Should the Purchaser reject any Goods under Condition 6 RIVVAL shall be entitled to replace the Goods (or part in question) free of charge or, at RIVVAL's sole discretion, refund to the Purchaser the Contract Price (or a proportionate part of it) but RIVVAL shall have no further liability to the Purchaser. Provided that where such rejected Goods form part of a series of consignments nothing in this Condition shall prevent the Purchaser from accepting subsequent consignments if the Goods continued within such subsequent consignments are reasonably fit for the purpose or in accordance with the contract.
7a. Late Delivery
Liquidated Damages of 0.1% per week up to a maximum of 2% of the goods value shall be paid to the Purchaser where delay in delivery beyond that date confirmed in the written acknowledgement of your purchase order is solely attributable to RIVVAL. Such damages will be calculated only for those goods or portion thereof within a purchase order deemed to be delivered late & will not be applied to any purchase order as a whole. Furthermore RIVVAL liability for late delivery will not be affected until payment of the contract price for goods so delivered has taken place in accordance with clause 4 above.

8. Warranty

  1. If during the warranty period stated in the Contract any defect occurs in any of the Goods supplied thereunder due to the material, the workmanship or design of such Goods not being in accordance with the Contract the Purchaser shall notify RIVVAL in writing of such defect within 5 days of it becoming apparent and RIVVAL shall replace or repair such defective Goods at its own expense and within a reasonable time.
  2. If no warranty period is stated in the Contract then a 6 month warranty period from date of delivery shall apply.
  3. For the avoidance of doubt where Goods are to be delivered in separate consignments the warranty provisions herein contained shall relate to each consignment as if it were a separate order.
  4. However, RIVVAL shall not be liable for any defect arising from a Specification design or material furnished by the Purchaser or out of misuse of the Goods by the Purchaser.
  5. The above warranty is given by RIVVAL subject to the following condition:
    1. RIVVAL shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the Contract Price has not been paid by the due date for payment.
  6. Subject as expressly provided in these Conditions all warranties, conditions or other terms implied by statute law are excluded to the fullest extent permitted by law.
  7. Except in respect of death or personal injury caused by RIVVAL's negligence, RIVVAL shall not be liable to the Purchaser by reason or any representation, or any implied warranty, condition or other terms, or any duty at common law, for damage (whether loss of profit or otherwise), cost, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of RIVVAL, 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 Purchaser, except as expressly provided in these Conditions.
    RIVVAL shall not be liable to the Purchaser or be deemed to be in breech of the Contract by any reasons of any delay in performing, or failure to perform, any of RIVVAL's obligations in relation of the Goods, if the delay or failure was due to any cause beyond RIVVAL's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond RIVVAL's reasonable control.
    1. Act of God, explosion, flood, tempest, fire or accident;
    2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;
    3. acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
    4. import or export regulations or embargoes;
    5. strikes, lock-outs, or other industrial actions or trade disputes (whether involving employees of RIVVAL or of a third party);
    6. Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
    7. power failure or breakdown in machinery.

9. Vesting

  1. Title of the Goods will pass to the Purchaser upon payment in full of the Contract Price for the Goods to RIVVAL.
  2. The Goods shall be at RIVVAL’s risk until the delivery has been made except where payment has already been made by the Purchaser and title passed to the Purchaser in which case the Goods shall be at the Purchasers risk.
  3. Until such time as the Title in the Goods passes to the Purchaser (and providing the Goods are still in existence and have not been resold) RIVVAL shall be entitled at any time to require the Purchaser to deliver up the Goods to RIVVAL and, if the Purchaser fails to do so RIVVAL may enter upon any premises of the Purchaser or any third party where the Goods are stored and repossess the Goods.

10. Insolvency of Purchaser

  1. This Clause applies if:
    1. The Purchaser makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual firm) becomes bankrupt or (being a company) goes into liquidation (other than for the purpose of amalgamation or reconstruction); or
    2. an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Purchaser; or
    3. the Purchaser ceases, or threatens to cease, to carry on business; or
    4. RIVVAL reasonably apprehends that any of the events mentioned above is about to occur in relation to the Purchaser and notifies the Purchaser accordingly.
  2. If this clause applies then, without prejudice to any other right or remedy available to RIVVAL, RIVVAL shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to RIVVAL and if the goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

11. Recovery of Sums Due
Whenever under the Contract any sum of money shall be recoverable from or payable by RIVVAL, the same may not be deducted from any sum then due or which any time thereafter may become due to RIVVAL under this or any other contract with the Purchaser.

12. Waiver
No failure to exercise nor delay in exercising any right power or remedy under or in connection with this Agreement shall operate as a waiver thereof and no single or partial exercise of any right power or remedy shall preclude any further or other exercise thereof, or the exercise of any other right or remedy.

13. Service of Notices
All notices to be served upon either party shall be deemed to be properly served if sent by recorded delivery post to the address given on the Purchase Order or such other address as that Party may specify.

14. Irish Law
The Contract shall be considered as a Contract made in Ireland and be subject to Irish Law.

15. Catalogues
Catalogues, price lists and other advertising matter are only an indication of the type of goods offered and no particulars therein shall be binding on the seller other than as detailed in any written acknowledgement of purchase order.

16. Provision
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity or the other provision of these Conditions and the remainder of the provision in question shall not be affected thereby.

PRIVACY POLICY
RIVVAL LTD do not disclose buyers' information to third parties other than when order details are processed as part of the order fulfilment. In this case, the third party will not disclose any of the details to any other third party.

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INFORMATION
All information contained in this catalogue is believed to be reliable. We advise however that customers should separately evaluate the suitability of products represented for their particular application. RIVVAL LTD gives no guarantees in respect of the accuracy or sufficiency of the information presented and disclaims any liability regarding its use. Our responsibilities are only those listed in our standard terms and conditions of sale for these products. In no instance will we be liable for any eventual, indirect or consequential damage or damages arising from the sale, resale, transfer, use or misuse of the products.

RIVVAL LTD, Registered Office: RIVVAL Ltd., Oakdale, Carrickasedge, Carrickmacross, Co. Monaghan, Ireland, Tel: +353 42 969 0882 Email: sales@rivval.com
Company Number: 390186 | VAT Number: 6410186G