(1) Risk and ownership
The products will be at your risk from the time of delivery. Ownership of the products will only pass to you upon the later of:
(a) delivery of the products; and
(b) receipt by us of full payment of all sums due in respect of the products (including delivery charges).
Until ownership of the products has passed to you, you will possess the products as our fiduciary agent and bailee, you will store the products separately from other goods, will ensure that the products are clearly identifiable as belonging to us, and you will ensure that they are properly stored in a safe, dry and clean environment.
We will be entitled to recover payment for the products even where ownership has not passed to you.
(2) Product warranties
We warrant to you that the products purchased from us:
(a) conform in all material respects to any applicable specification of such products published on our website / issued by us; and
For the avoidance of doubt, above warranties do not cover any defect in the products arising from fair wear and tear, wilful damage, accident, negligence by you or a third party, use otherwise than in accordance with the manufacturer's or our instructions or recommendations, or any alteration carried out by you or any third party.
These terms of sale set out the full extent of our obligations and liabilities in respect of the products supplied hereunder. To the maximum extent permitted by applicable law and subject to the first paragraph of Section 5, all conditions, warranties or other terms concerning the products which might otherwise be implied into a contract under these terms of sale are expressly excluded.
(3) Returns, refunds, replacements and trials
Products may only be returned to us with our prior agreement, at your expense, and according to our directions. Any products returned in contravention of this Section will not be the subject of any refunds or replacements and you will continue to be liable for payment of the price of such products.
Where you return products to us in accordance with the provisions of this Section, and in our reasonable opinion those products do not conform with the warranties set out in Section 2, then you will be entitled to replacement products (where replacements are available) or, where we agree, a refund of the price paid in respect of those products (including all delivery charges).
Where products or services have been supplied on a trial basis, at the end of the allocated trial period full payment will be required unless by prior agreement the trial is cancelled. In such case the products will be returned to us, at your expense.
(4) Force majeure
In this Section 4 and section 5 below, "force majeure event" means:
(a) any event which is beyond our reasonable control;
(b) the unavailability of raw materials, components or products; and/or
(c) power failure, industrial disputes affecting any third party, governmental regulations, fires, floods, disasters, civil riots, terrorist attacks or wars.
Where a force majeure event gives rise to a failure or delay in us performing our obligations under these terms of sale, those obligations will be suspended for the duration of the force majeure event.
(5) Limitations of liability
Nothing in these terms of sale will limit or exclude your or our liability for: (i) death or personal injury caused by negligence; (ii) for fraud or fraudulent misrepresentation; or (iii) for any matter for which it would be illegal for to limit or exclude, or attempt to limit or exclude, liability.
Subject to this:
(a) our liability in connection with any product purchased is strictly limited to [the higher of the purchase price of the relevant product and the replacement cost of the relevant product;
(b) we will not be liable for any loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data or waste of management or office time, or loss of goodwill or reputational damage; and
(c) we will not be liable for any losses arising out of a force majeure event.
(6) About us
Our full name is Popco Ltd.
Our principal trading address is 2 Kilmore Road, Artane, Dublin 5, Ireland.
Our VAT number is #######.