Terms & Conditions

Trade Cutting Services – Standard Terms & Conditions of Sale

These Standard Terms and Conditions govern all transactions between Trade Cutting Services Ltd & Trade Cutting Services (“the Seller”) and its customers (“the Buyer”), unless otherwise expressly agreed in writing.

1. Definitions

Buyer – the person or company purchasing Goods from the Seller.

Conditions – these terms and conditions of sale and any special terms agreed in writing by the Seller.

Contract – a contract between the Seller and the Buyer for the sale and purchase of Goods in accordance with these Conditions.

Delivery Date – the date specified by the Seller for delivery, or the actual date of delivery, whichever is later.

Delivery Destination – the location specified in the Contract for delivery of the Goods.

Goods – the products supplied by the Seller to the Buyer under the Contract.

Seller – Shadow Creations Ltd, Unit 14n–16n, Greenogue Industrial Estate, Rathcoole, Co. Dublin, Ireland.

Where inconsistent with these Conditions, applicable Irish trade customs and practices shall apply (subject to change).

2. Application of Conditions

These Conditions apply to all Contracts, overriding any terms the Buyer may attempt to impose in purchase orders or similar documents.
All Buyer orders are deemed offers to purchase under these Conditions.
Acceptance of delivery constitutes acceptance of these Conditions.
No variation of these Conditions is valid unless agreed in writing by the Seller.
Quotations do not constitute an offer by the Seller.

3. Price

Prices are either as per the Seller’s published price list (current at order date) or as otherwise agreed in writing.
Prices may be increased without notice due to raw material or market fluctuations.
Prices exclude VAT, taxes, duties, delivery, and packaging unless otherwise stated.
All prices and payments are in Euros unless otherwise agreed in writing.
No Buyer terms override these Conditions unless explicitly agreed in writing.

4. Delivery

Delivery will be made by a method chosen by the Seller to the agreed Delivery Destination. Delivery dates are approximate only; time is not of the essence unless expressly agreed.
Packaging and delivery costs are excluded unless otherwise stated.
Delay in delivery does not entitle the Buyer to reject Goods, cancel the Contract, or claim damages (unless delay exceeds 60 days).
If the Buyer fails to take delivery, the Seller may store the Goods at the Buyer’s cost and risk.
The Buyer must provide adequate equipment and labour to unload Goods.
The Seller is not liable for any loss or damage caused by delivery delays, even if negligent.

5. Payment

Unless otherwise agreed, payment is due within 30 days from the end of the invoice month.
All payments become immediately due on termination of the Contract.
Time for payment is of the essence.
Payments must be made in full without set-off or counterclaim.

6. Late Payment

Charge interest at 8% above the ECB base rate from invoice date until payment (before and after judgment).
Apply additional interest under the European Communities (Late Payment in Commercial Transactions) Regulations 2002.
Suspend or cancel further deliveries.
Apply payments received to outstanding invoices at its discretion.
Demand immediate settlement of all outstanding sums.

7. Risk & Title

Risk passes on delivery (in accordance with Incoterms) or after 7 days’ notice if stored by the Seller.
Title remains with the Seller until full payment is received for all Goods supplied.
Until title passes, the Buyer must: hold Goods as bailee, store separately, insure, and not alter marks or packaging.
The Seller may repossess and resell Goods if payment is not made.
Returns require prior written approval and may be subject to restocking fees.
The Seller gives no warranty that Goods are fit for any particular purpose.

8. Warranty

The Seller warrants Goods against material and workmanship defects for 12 months from delivery.
CNC / laser cut items are supply-only items are excluded. No Warranty applies.
Except where the Buyer is a consumer under the Sale of Goods and Supply of Services Act 1980, all other warranties and conditions are excluded to the fullest extent permitted by law.

9. Limitation of Liability

The Seller is not liable for wear and tear, misuse, Buyer negligence, or Goods not fully paid for.
The Seller is not liable for delays or failures beyond its control (force majeure, including pandemics).
Where a valid claim arises, the Seller may repair, replace, or refund the Goods. This is the Buyer’s sole remedy.
Claims must be notified in writing within 24hrs of delivery.
The Seller’s maximum liability is limited to the price paid for the Goods.
Indirect, special, or consequential losses (including loss of profits or business) are excluded.

10. Intellectual Property

All IP rights in the Goods and Seller materials remain with the Seller.
The Buyer indemnifies the Seller against claims arising from Buyer specifications that infringe third-party IP rights.

11. Data Protection

Buyer details may be submitted to credit reference agencies. Personal data will be processed in accordance with applicable data protection laws.

12. Termination

Contracts may not be terminated by the Buyer without Seller’s written consent.
On termination, the Buyer must pay for manufactured Goods and costs incurred on unfinished Goods plus pro-rata profit.
The Seller may cancel any Contract before delivery, refunding sums paid, without further liability.

13. Technical Advice & Site Visits

Any technical advice provided by the Seller is advisory only and without liability.
Each party indemnifies the other for claims arising from injuries to its own personnel or property during site visits.
Personnel must follow all site safety rules.

14. Governing Law & Dispute Resolution

These Conditions are governed by Irish law.
Disputes shall be resolved by the courts of Ireland.

15. Acceptance of Terms

By placing an order, the Buyer confirms acceptance of these Terms & Conditions, which override any conflicting terms supplied by the Buyer.