Terms & Conditions of Sale

1. Interpretation

• “Buyer” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.
• “Goods” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions.
• “Seller” means Butler Transtest Ltd (CRO No. 276685), Unit G14, Maynooth Business Campus, Maynooth, Co. Kildare, Ireland.
• “Conditions” means these standard terms and conditions of sale and any special terms agreed in writing between the Buyer and the Seller.
• “Contract” means the contract for the purchase and sale of the Goods.
• “Writing” includes telex, facsimile, e-mail and comparable means of communication.

Any reference to a statute includes that statute as amended, re-enacted or extended at the relevant time.

2. Application of Conditions

• These Conditions apply to all contracts for the sale of Goods by the Seller to the Buyer. All other terms which the Buyer may seek to impose are excluded.
• In the event of conflict between these Conditions and any Buyer documentation, these Conditions prevail.
• These Conditions comprise the entire agreement between the parties and supersede all prior representations and arrangements relating to the Goods.

3. The Contract of Sale

• The Seller shall sell and the Buyer shall purchase the Goods in accordance with a written quotation accepted by the Buyer, or a written order accepted by the Seller, in either case subject to these Conditions.
• No variation is binding unless agreed in Writing by authorised representatives of both parties.
• The Seller’s employees or agents are not authorised to make representations about the Goods unless confirmed in Writing by the Seller. The Buyer acknowledges it does not rely on unconfirmed representations.
• Advice or recommendations not confirmed in Writing are followed at the Buyer’s own risk.
• Typographical or clerical errors in sales literature, quotations, price lists, acceptances, invoices or other documents may be corrected without liability.

4. Orders & Specifications

• No order is deemed accepted unless and until confirmed in Writing by the Seller’s authorised representative.
• The Buyer is responsible for the accuracy of order terms and providing necessary information in good time.
• Quantity, quality and description/specification of Goods are as per the Seller’s quotation (if accepted) or the Buyer’s order (if accepted).
• Where Goods are manufactured or processed to the Buyer’s specification, the Buyer indemnifies the Seller against IP infringement claims arising from that specification.
• The Seller may make changes to conform with statutory/EU requirements or which do not materially affect quality or performance.
• Accepted orders may be cancelled only with the Seller’s written agreement and on terms indemnifying the Seller for losses, costs and expenses resulting from cancellation.

5. The Price

• Prices are the Seller’s quoted prices. Quotations are valid for 30 days unless stated otherwise or earlier accepted.
• The Seller may increase the price before delivery to reflect increases in costs beyond the Seller’s control, or changes requested by the Buyer, or delays caused by the Buyer.
• Unless otherwise agreed in Writing, prices are ex works; delivery, packaging and insurance are charged in addition.
• Prices are exclusive of VAT, which the Buyer must pay in addition.
• Costs of pallets/returnable containers may be charged but are fully credited if returned undamaged before due payment date.

6. Payment Terms

• Unless special terms are agreed in Writing, the Seller may invoice on or at any time after delivery (or readiness for collection).
• Payment is due within 30 days of invoice date (without set-off or deduction). Time of payment is of the essence.
• Late payments accrue interest at 5% per annum above Allied Irish Bank Prime Rate (or any rate substituted), calculated monthly until paid in full.
• If the Buyer fails to pay on time, the Seller may cancel/suspend deliveries and appropriate any payment to any Goods as the Seller thinks fit.

7. Delivery of Goods

• Delivery is by Buyer collection at the Seller’s premises once notified ready, or delivery to another agreed place.
• Delivery dates are approximate; time for delivery is not of the essence unless agreed in Writing. Goods may be delivered early with reasonable notice.
• Where delivered in instalments, each instalment is a separate contract.
• If the Seller is liable for failure to deliver (other than causes beyond reasonable control or Buyer’s fault), liability is limited to the excess cost of obtaining replacement goods over the price of the Goods.
• If the Buyer fails to take delivery or give adequate instructions, the Seller may store the Goods at the Buyer’s risk and cost, or resell and account to the Buyer for any excess/shortfall after costs.

8. Risk & Property in the Goods

• Risk passes on collection at the Seller’s premises or on delivery elsewhere (or on tender of delivery if the Buyer wrongfully fails to take delivery).
• Title remains with the Seller until payment in full for all sums due has been received in cleared funds.
• Until title passes, the Buyer holds Goods as fiduciary bailee, keeps them separate, protected and insured, and may resell/use in the ordinary course of business.
• Before title passes, the Seller may require delivery up of the Goods and may enter premises to repossess them.
• The Buyer may not pledge or charge the Goods while title remains with the Seller; otherwise all sums owed become immediately due.

9. Warranties & Liability of the Seller

• Goods will correspond with specification at delivery and be free from material/workmanship defects (typically 12 months from delivery/first use, whichever is earlier).
• Exclusions include defects arising from Buyer specifications, fair wear and tear, wilful damage, negligence, abnormal conditions, failure to follow instructions, misuse or unauthorised repair, or non-payment by due date. For non-Seller manufactured parts, the Buyer is entitled only to the manufacturer’s warranty passed through.
• Defect claims must be notified within 7 days of delivery or within a reasonable time after discovery if not apparent on reasonable inspection.
• Seller’s remedy is replacement or refund (or proportionate refund) at the Seller’s discretion; no further liability.
• Except for death/personal injury caused by Seller’s negligence, the Seller is not liable for indirect, special or consequential loss (including loss of profit). Total liability shall not exceed the price of the Goods.
• Force majeure includes (without limitation): Act of God, explosion, flood, fire, accident; war, sabotage, civil disturbance; governmental acts; import/export regulations; strikes/industrial disputes; difficulties in obtaining materials, labour or transport; power failure or breakdown of machinery.
• Indemnity: Buyer agrees to indemnify and hold harmless the Seller, its employees and subcontractors against claims and costs arising out of negligent or wrongful acts during the term of the contract.

11. Intellectual Property Indemnity

If a claim is made that the Goods infringe third-party IP rights (other than where arising from Buyer’s specification), the Seller will indemnify the Buyer against losses and costs subject to: the Seller’s control of proceedings; the Buyer’s reasonable assistance; no admission/settlement without the Seller’s consent; and the Seller receiving the benefit of any damages/costs awarded in favour of the Buyer.

14. General

• Notices must be in Writing addressed to the registered office or principal place of business (or other notified address).
• No waiver of any breach shall be considered a waiver of any subsequent breach.
• If any provision is held invalid or unenforceable by a competent authority, the remaining provisions continue in force.
• Disputes may be referred to arbitration by a single arbitrator nominated (if not agreed) by the President of the Law Society, in accordance with the Arbitration Acts 1980–1998.
• WEEE: Butler Transtest Ltd T/A Butler Technologies meets the requirements of the EU (Waste Electrical and Electronic Equipment) Regulations 2014 and will take back WEEE from customers. Do not dispose of WEEE in general waste; ensure separate collection for proper treatment.
• Governing Law & Jurisdiction: Laws of the Republic of Ireland; non-exclusive jurisdiction of the Irish courts.

For competition related promotions, see our Competition Terms & Conditions (if applicable).

These Conditions summarise the terms shown on our current Terms & Conditions page and are provided for convenience in this layout. They do not create any additional rights.