Conditions of Sale for WooHoo AI
a) “the seller” means Roche Fintech T/A WooHoo AI . “the Buyer” means the person, company or firm by whom the Seller’s goods (“the Goods”) are purchased. b) Unless otherwise expressly agreed in writing by the Seller every sale by the Seller shall in every case be subject to these Conditions to the exclusion of any other items whether contained in any earlier set of conditions issued by the Seller or in a form or order or any other document issued by the buyer or otherwise arising whether expressly or by implication. c) No representative or agent of the Seller other than its directors or employees has authority to contract with the Buyer for the sale of the Goods or to amend, vary or waive these Conditions or to make any binding representation or warranty in respect of the Goods. d) Any quotations given by the Seller do not constitute an offer and are given on the basis that no contract will come into existence until the Seller dispatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date provided that the Seller has not previously withdrawn it.
2 Description of Goods
Except as otherwise agreed in these Conditions all drawings, descriptive matter, samples, specifications and advertising matter are published or issued for the sole purpose of giving an approximate idea of the goods described therein and no information contained in any of them or in any other document whatever shall form part of the contractual description of the goods, nor shall they form part of any contract. The Seller reserves the right to make without notice such reasonable modifications in specifications, designs, materials or finishes as it seems necessary or desirable. The Buyer shall not be entitled to object or reject the Goods or any of them by reason of such reasonable modifications.
a) Unless otherwise agreed by the Seller in writing, the Goods shall be delivered to the Buyer’s premises by such means as the Seller thinks fit. b) The Seller shall not be liable in respect of any damage in transit or non-delivery of Goods howsoever caused (including negligence) unless notice in writing is given to the carrier and to the Seller within the period specified in the contract of carriage (or within seven working days of the date when the Goods were received or would in the ordinary course of events have been received) whichever is the earlier. Goods delivered outside the United Kingdom will be at the Buyer’s risk once they leave the Seller’s premises. c) Times or dates quoted by the Seller for completion or delivered are intended as an approximate estimate only. Every endeavour will be made to adhere to such times or dates but the Seller does not give any other undertaking in that regard and in no circumstances will the Seller be liable for loss or damage or any kind whatsoever caused directly or indirectly by any delay in the delivery of the Goods nor unless such delay exceeds 180 days will any delay entitle the Buyer to terminate or rescind the contract. d) If for any reason the Buyer fails to accept delivery of the Goods on reasonable notice by the Seller the Buyer shall remain liable to pay the price for the Goods at the times specified in these Conditions and without prejudice to any other right conferred upon it in that event by these terms or by law the Seller shall be entitled to store the Goods at the Buyer’s risk (including loss or damage caused by the Seller’s negligence) and the Buyer shall be liable to the Seller for the reasonable cost of doing so.
4 Force Majeure
a) The Seller shall be released from its obligations hereunder to the extent that the performance of those obligations is delayed, hindered or prevented by any circumstance beyond the Seller’s control including without prejudice to the generality of the foregoing, industrial action, civil disturbances, war, Act of God, fire, explosion, flood, seizure, arrest or requisition of the goods or any materials, failure of any of the Seller’s usual sources of supply of goods or materials, government regulations, requirements, quotas or license restrictions, shortage or delay in obtaining fuel or power. b) If the Seller shall pursuant to sub-clause (a) above tender to the Buyer less than the contractual quantity of Goods or shall tender any Goods late, the Buyer shall accept and pay for the Goods to be tendered. c) If performance of the contract shall be wholly or partially suspended pursuant to sub-paragraph (a) of this condition for any continuous period exceeding 90 days, either party may cancel the contract by notice in writing to the other, without prejudice to any rights which have accrued before such cancellation. d) If delivery shall be delayed or shall be wholly or partially suspended by reason of any breach of contract or of these Conditions by the Buyer or by any of the circumstances mentioned in sub-paragraph (a) of this Condition, the Seller may (without prejudice to any other right conferred upon it in any such event by this contract or by law) require the Buyer to procure any further or additional document or licence or to procure to be amended any document or licence (including any letter of credit or other payment document) to such extent as may be necessary to enable the Seller to deliver the Goods and to obtain payment therefore under such letter of credit or payment document, and the Buyer shall comply with such requirement at the cost of the Buyer.
a) Unless otherwise agreed in writing by the Seller all prices quoted are net of delivery costs and are exclusive of Value Added Tax (VAT), customs duties and import levies or any similar duties or levies, carriage and packing charges. b) Price of Goods quoted by the Seller in its acceptance of orders are based on costs prevailing at the time of acceptance. Goods will be invoiced at prices ruling at the date of despatch (and in the case of instalment delivery at the date of despatch of each instalment). Any increase in the price between the date of acceptance and date of despatch shall fairly represent the increase in cost to the \seller of manufacture and distribution of the Goods and in the event of dispute such amount shall be determined by the Seller’s Auditors whose decision shall be conclusive and binding on the Buyer.
a) Unless otherwise agreed by the Seller in writing, all Goods shall be paid for when ordered. If the Company agrees to allow credit-trading facilities to approved Buyers all Goods must be paid for within 30 days of the date of invoice. b) Quantity discounts where offered are allowable against written orders only and must be scheduled over periods no longer than: 100 identical units – over 3 months maximum 1000 identical units – over 6 months maximum 5000 identical units – over 12 months maximum Currency and delivery dates must be stated on the original order. c) Time for payment shall be of the essence. d) Interest shall be charged by the Seller at 3% over the then National Westminster Bank PLC Base Lending Rate on all sums overdue for payment before as well as after judgement. e) The Buyer shall pay the price of the Goods (including any increased price pursuant to Clause 5 hereof) without any deduction whether by way of set-off counterclaim or otherwise howsoever.
7 Delivery of Wrong Quantity
If the Seller delivers to the Buyer a quantity of Goods not more than 5% more or less than the quantity stated on the Seller’s acceptance of order, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of such surplus or shortfall and shall pay for the Goods pro rata at the contract rate.
8 Guarantee and Exclusions Clauses
a) Where the Seller is not the manufacturer of the Goods the Seller will endeavour to transfer to the Buyer the benefit of any warranty of guarantee given by the manufacturer. b) In respect of goods manufactured by the Seller, the Seller will, free of charge, within a period of 12 months from the date of despatch repair or at it option replace any goods which are proved to the reasonable satisfaction of the Seller to be defective in material or workmanship provided that this obligation will not apply where i) The Goods have been altered in anyway whatsoever or have been subjected to misuse or unauthorised repair or replacement goods will be guaranteed on these terms for the unexpired portion of the twelve month period. ii) The Goods have been improperly installed or connected (unless the Seller carried out such installation and connection), or iii) The Buyer has failed to observe any maintenance requirements relating to the goods, or iv) The Buyer has failed to notify the Seller of any defect or suspected defect within 14 days of the same coming to the knowledge of the Buyer or v) The Buyer is in breach of this or any other contract made with the Seller. Any Goods replaced will belong to the Seller. Any repaired or replacement goods will be guaranteed on these terms. c) Save as provided in clauses 8(a) the Seller will be under no liability under the contract for any personal injury, death, loss or damage of any kind whatsoever (other than death or personal injury resulting from the Seller’s negligence) whether consequential or otherwise including but not limited to the loss of profits and the Seller hereby excludes all conditions, warranties and stipulations express or implied, statutory customary or otherwise which but for such exclusion would or might subsist in favour of the Buyer except that such exclusion will not apply to:- i) Any implied condition that the Seller has or will have the right to sell the goods when the property is to pass, or ii) When the Buyer deals as a consumer (as defined in Section 12 of the Unfair Contract Terms Act 1977 any implied term relating to the conformity of the Goods with their description or sample or as to their quality or fitness for a particular purpose. d) In no circumstances will the Seller or its employees, agents or sub-contractors be liable for any loss or negligence whether consequential or otherwise caused directly or indirectly by any negligence other tortuous act or breach of statutory duty on the part of the Seller or on the part of the Seller on the part of any of its employees, agents or sub-contractors in connection with or arising out of the manufacture or supply of the Goods or in connection with any statement given or made (or advice not given or made) by or on behalf of the Seller.
9 Termination or Cancellation
a) The contract will terminate immediately upon the happening of any one or more of the following namely that the Buyer has had a bankruptcy order made against him or has made an arrangement or composition with his creditors or otherwise taken the benefit of any Act for the time being in force for the relief of insolvent debtors or (being a corporate body) has had convened a meeting of creditors (whether formal or informal) or has entered into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation or has received a manager administrator or administrative receiver appointed of its undertaking of any part thereof or a resolution has been passed or a petition to any Court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer or any proceedings had been commenced relating to the insolvency or possible insolvency of the Buyer. b) The contract will terminate immediately upon service of written notice of termination by the Seller on the Buyer on the happening of any one or more of the following namely, that the Buyer has suffered or allowed any execution whether legal or equitable to be levied on his/its property or obtained against him/it or has failed to observe or perform any of it obligations or duties under the contract or any other contract between the Seller and the Buyer or is unable to pay its debts with in the meaning of Section 123 of the Insolvency Act 1986 or the Buyer has ceased to trade. c) In the event of any such cancellation by the Seller in accordance with sub-paragraph (a) above or any cancellation and/or repudiation or variation of the contract by the Buyer the Seller shall be entitled to recover the full costs incurred by the Seller including without limitation the full costs of engineering, handling and administration work incurred. e) The rights conferred by this Condition shall be without prejudice to any other right enjoyed by the Seller pursuant to these Conditions or by law, incurring in particular the right to recover the Goods or the proceeds thereof from the Buyer pursuant to Clause 10 hereof.
10 Reservation of Title
a) i) Property in the Goods both legal and equitable shall pass to the Buyer on the happening of whichever of the following events shall last occur namely payment in full of the whole purchase price of the Goods and payment in full of every other sum whatsoever which is due from the Buyer to the Seller whether under this contract or otherwise howsoever. ii) This sub-clause shall apply notwithstanding that the Goods have been affixed to or incorporated in real property. b) Until the happening of the last such event referred to in sub-paragraph (a) of this Condition the Buyer shall keep the goods as bailee and shall store them in such a way that they are identically as the property of the Seller and are separate from all other goods in the possession of the Buyer. c) The Buyer shall be entitled to use or sell the Goods in the normal course of the Buyer’s business before the happening of the last of the events mentioned in sub-paragraph (a) (1) of this Condition but only on the following conditions: i) if the Goods are prior to sale by the Buyer made up or incorporated in or mixed with other goods than if they remain separately identifiable the Seller shall retain title thereto and if they do not remain separately identifiable the Seller shall become a joint owner of the Goods in or with which the Goods are incorporated or mixed in such proportion as the value of the Goods bears to the value of the goods in which the Goods are so incorporated or mixed. ii) if the Buyer sells the Goods or goods in which the Goods have been incorporated or mixed the sale shall be on behalf of the Seller as joint owner thereof as the case may be and the proceeds of any such sale (or the Seller’s share thereof if the sale is of jointly owned property) shall be held in trust for the Seller and in a separate identified account. d) At any time before the happening of the last of the events mentioned in sub-paragraph (a) (1) of the Condition the Seller may by notice in writing to the Buyer determine the Buyer’s right to sell the Goods and the Buyer shall thereupon return the Goods to the Seller and shall cease to be in possession of the Goods with the consent of the Seller at any item after the giving of such notice the Seller may enter upon any premises where the Goods are or are reasonably believed to be and may remove the Goods. e) Notwithstanding the foregoing, the Goods are at the entire risk of the Buyer from the time of delivery. f) Nothing in this Condition shall in any way limit or modify the Buyer’s obligation to pay for the Goods in accordance with these Conditions.
11 Delivery by Instalments
Where more than one item of Goods is included in any order the Seller shall be entitled to make delivery by instalments. In such cases the delivery date shown on the Seller’s acceptance of order shall be deemed to be the estimated delivery date of the first instalment and the remaining instalments will be delivered within a reasonable time of the first instalment. The contract shall be construed as a separate contract in respect of each instalment. Nevertheless, failure to accept delivery of and/or pay for any instalment shall entitle the Seller to treat the contract as repudiated or alternatively to store the Goods at the Buyer’s risk and the Buyer shall be liable to the Seller for the reasonable cost of doing so.
12 Specification of Design
a) Where goods are manufactured in accordance with information or drawings supplied by the Buyer or to the Buyer’s design or specification or where standard goods of the Seller are altered in accordance with the Buyer’s instructions: i) no guarantee or warranty is given by the Seller as to the practicability, efficiency, safety or otherwise of the Goods (this being without prejudice to any other of the Contract Terms). ii) The Buyer will indemnify and keep the Seller indemnified a) such goods infringing any intellectual property right including without prejudice to the generality of the foregoing patents registered designs and copyright or the provision of any statute, statutory instrument or regulation. b) any impracticability, inefficiency or lack of safety or other defect in the Goods where such defect is due (whether in whole or in part) to faults or omission on such information, drawings, design, specification or instructions. b) The Seller will be under no liability whatsoever to the Buyer in respect of any loss damage or claim incurred by or made against the Buyer should any goods supplied by the Seller infringe any intellectual property right including without prejudice to the generality of the foregoing patents registered designs and copyright or the provision of any statute statutory instrument or regulation. c) Unless otherwise agreed in writing all patterns, drawings tools or other similar produced or other property (whether intellectual property or not) owned or created by the Seller will remain the property of the Seller and must not be used or copied by the Buyer.
The Seller (without prejudice to any other remedy available to it) have in respect of all unpaid debts due from the Buyer a general lien on all property of the Buyer in the possession of the Seller for whatever purpose and whether worked upon or not and be entitled on the expiration of not less than 14 days notice in writing to the Buyer to dispose of such property and to apply the proceeds towards the satisfaction of such debts.
14 Right of Re-sale
If the Buyer defaults in accepting delivery of or paying for the Goods, the Seller reserves the right to re-sell the Goods or any of them to a third party without giving notice to the Buyer of the Seller’s intention to re-sell.
15 Governing Law
Republic of Ireland and English law shall govern this contract and the Buyer and the Seller submit to the jurisdiction of the Irish and English Courts.
Care has been taken in the design and manufacture of our products to prevent fraudulent use. However, we suggest that customers satisfy themselves that the product is fit for their purpose, as WooHoo AI cannot accept responsibility for any direct or consequential loss.