General Sales Conditions

Article 1: Our general and potentially special sales conditions will be applicable to all of our offers and all of the contracts to which we are a party, overriding all other general or special sales conditions with contractees, with the exception of specified variations accepted by Reynaers Ltd. in writing and signed. By placing an order, either written or verbal, the purchaser in effect indicates familiarity with and acceptance of our general and special sales conditions. Any order assumes the application of the general and special sales conditions of Reynaers Ltd. and the purchaser thereby relinquishes any right to appeal to his own conditions, even where these claim to have priority.

Article 2: In placing an order, purchasers expressly acknowledge that they have acquainted themselves with and agree to the ban on purely reselling products purchased from Reynaers. Specifically, a purchaser is banned from reselling goods purchased from Reynaers, unless these goods have been processed or used by purchaser first in the manufacture of finished windows and/or doors or of packs of manufactured sections ready to assemble. Any instance of a purchaser reselling goods supplied by Reynaers, which have not been processed or used in manufacture by the purchaser, will constitute a breach of contract on the part of the purchaser and grounds for appropriate compensation.

Article 3: Our representatives and business agents are not authorised to obligate Reynaers Ltd. nor to accept or receive any deposits or payments unless they have a specific mandate to do so. Agreements arranged by the same are not effective until and unless approved and ratified as effective by the Directors of Reynaers Ltd.

Article 4: Our offers are valid for the term specified in the special conditions. Where no term is specified, the extent of these offers is free of obligation. With the exception of specific written agreement by Reynaers Ltd. a price quoted is based on the price in effect on the day of the quote and Reynaers Ltd. categorically reserves the right to adjust such prices in response to market conditions. Invoicing will be based on the price valid on the day the order is delivered or processed out.

Article 5: Delivery times are determined by best possible estimation and are not binding on Reynaers Ltd. unless so stipulated in the special conditions. The purchaser can only appeal for damages in the event of failure to deliver by the proposed delivery time when such is specifically stipulated and agreed on. Even in such cases of stipulation and agreement, Reynaers Ltd. reserves the right to adjust the delivery time in cases of war, labour disputes, shortage of raw materials or other materials, mechanical defect, epidemics or any other such event.

Article 6: Goods are deemed to have been accepted immediately on despatch from our warehouses unless otherwise specifically agreed, with the exception of conditions specified in Article 5, whether the goods are delivered to the purchaser or to a destination designated by the purchaser. The purchaser has 48 hours to reject the delivery. Such rejection must be in writing and must clearly specify the reason (goods don’t conform to the order, damage...) and the goods to which the rejection applies. If this term has expired, any rejection is no longer acceptable and the order is considered as received and accepted by the purchaser. In the case of rejection of a delivery, we are obligated only to repair or to replace the items in question and are not subject to any further damage claims by the purchaser.

Goods may only be returned if such is specifically agreed on in writing by both parties.

Claims concerning shortcomings not immediately apparent in the goods must also be made known in writing within 48 hours of their discovery and the purchaser must make every effort to provide for a confirmation inspection by Reynaers Ltd. or the claim will be invalidated.

Complaints will not give the purchaser the right to suspend payments; and Reynaers Ltd. will in no case be obligated to claims for compensation. Reynaers Ltd. reserves the right to select between a credit, a repair or an exchange.

Article 7: Documents, loading crates, drawings, estimates, drafts and similar items remain the property of Reynaers Ltd. Without the express permission of Reynaers Ltd., documents, loading crates, drawings, estimates, drafts and any other similar items may not be made available in any form to a third party, unless otherwise stipulated.

Article 8: Payments will be made by credit transfer to the account of Reynaers Ltd., as per pre agreed credit terms, unless otherwise specifically stipulated. Acceptance of cheques, money-orders, certificates of payment or payment schedules do not form any credit agreement and the general conditions of Reynaers Ltd. remain in effect. If the purchaser does not complete payment in the agreed term or fails to meet any other point in the purchase agreement, then the agreement shall be immediately viewed as nullified, without the requirement of a prior notice of default and legally binding without the requirement of specific legal intervention. A legal servant will notify the purchaser in such a case by registered letter, by a normal letter or telegram, or by another means at the discretion of Reynaers Ltd.

The purchaser authorises Reynaers Ltd. automatically by such default to repossess the goods in question, and grants Reynaers Ltd. the needed access to any such location where said goods are stored, regardless of the state of production of the goods.

None of the above takes away from the right of Reynaers Ltd. to claim for damages, including loss of income or profit. Reynaers Ltd. equally reserves the right to regard the purchase agreement as nullified, without the requirement of any legal intervention and without the requirement of any notice of default, in the event of a take-over or bankruptcy of the purchaser, and this with simple notification as described above. Reynaers Ltd. can also in the event of default of payment or any form of take-over, suspend any further scheduled shipments and revert to the specific stipulation of nullification described above.

In the event of such suspended shipments due to such nullification, the purchaser retains no right to claim for damages. Reynaers Ltd. can at any time require of the purchaser some form of assurance that is in position to meet his obligations under the purchase agreement. When the purchaser fails to meet this request in a timely and appropriate fashion, Reynaers Ltd. reserves the right to require the entire purchase amount or to consider the purchase agreement as nullified, without the requirement of any legal intervention and maintaining the right of Reynaers Ltd. to pursue claim for damages or losses incurred.

Article 9: In the event an invoice remains unpaid beyond the due date as specified in the general conditions, then all amounts owed by that purchaser will become immediately due and payable, regardless of any payment schedules provided for.

Additionally, there will be a charge of 10% of the amount due legally accessed and without requirement of prior notice of default, with a minimum of 124 EUR to cover administrative costs. In the event of required legal intervention, the legal costs are assigned to the purchaser in default. At the same time there will be, in the event of default of payment, an interest fee of 10% per month assessed on the unpaid balance, legally and without requirement of notice of default.

Reynaers Ltd. retains the right in such cases to notify by means of a normal letter, of an end to all existing contracts with the party in question.

Article 10: The ownership of all goods supplied and retention of title remains that of Reynaers Ltd. until such time as the order is completely and entirely paid, including any previous shipments, and relating to any costs, interest and damages incurred.

Partial payment will by no means represent a partial assignment of ownership related to the above. In the event of default of payment or delayed payment, the purchaser can by no means assume discretion over or assign discretion over the goods in question. In an event of take-over or bankruptcy the purchaser is obligated to stipulate first claim for, by registered letter or other valid means, and to make available the goods for which Reynaers Ltd. have reserved ownership; and he extends Reynaers Ltd. the authorisation to access any premises where said good might be stored and to remove them, all of this without requirement of any legal intervention. In such a case the purchase will be nullified, by right and without requirement of any legal intervention, by means of the notification outlined above.

Article 11: In the case of an Act of God, Reynaers Ltd. reserve the right to suspend the agreement inasmuch as it is not yet carried out, and to require payment for that which has been delivered by Reynaers Ltd. adjusting the agreement according to the modified circumstances. The purchaser surrenders any right to claim damages in such an instance.

Article 12: Any discrepancies regarding the carrying out of this agreement will be settled according to Irish law.

Article 13: Reynaers Ltd. reserves the right to refuse to fill a regularly placed order, even in a case where the same purchaser has received orders in the past. Refusal of any order does not obligate Reynaers Ltd. to provide an explanation and the refused party cannot lay claim to any damages of any nature to the account of Reynaers Ltd.

Article 14: Reynaers Ltd. reserves the right to choose to suspend deliveries or to suspend the purchase agreement by right and without specific legal intervention, in the event that it should be determined that the materials and systems delivered by Reynaers Ltd. are further handled with disregard for the general principles of the trade (as specified in specific instructions to the purchaser).In such an event Reynaers Ltd. bears no responsibility for such handling of its products and is not subject to damage claims of any nature.