Effective Date: 1 January 2026
Applicable to Setanta Vehicle Importers Limited, Setanta Vehicle Sales North Limited, and Setanta Vehicle Sales South Limited
(“Setanta Group”)
DEFINITIONS
“Order” – The Buyer’s request in writing (including electronic transmission) to the Seller to purchase the Goods/Services in accordance with these General Conditions.
“Buyer” – The purchaser of the Goods/Services, which terms shall include its servants, agents, employees, or permitted assigns.
“Seller” – Setanta Vehicle Importers Limited, Setanta Vehicle Sales North Limited, Setanta Vehicle Sales South Limited, and their respective servants, agents, employees, or assigns.
“Contract” – A contract for the sale and purchase of the Goods/Services, comprising the Buyer’s Order, the Seller’s written acceptance, and these General Conditions.
“General Conditions” – The standard terms and conditions of sale set out in this document including any special conditions agreed in writing between the Buyer and the Seller.
“Goods” – The item(s) specified in the Seller’s Invoice, including new and used commercial vehicles, trailers, parts, components, and accessories.
“Non-Stocked Parts” – Any part not normally carried in stock by the Seller, including OEM parts and components requiring special order.
“Services” – Vehicle repair, maintenance, testing, inspection, body work repairs, and associated services specified in the Seller’s Invoice, provided in accordance with the Seller’s service standards and manufacturer specifications.
“Vehicle” – Any commercial vehicle (including HGV, LGV, bus, coach), trailer, or specialised equipment subject to the sale or servicing agreement, together with all fitted accessories, components, and attachments.
“Franchised Brands” – Renault Trucks Commercial Vehicles, Dennis Eagle Refuse Collection Vehicles, Meiller Trailers, Kraker Trailers, D-Tec Trailers, Krone Trailers (service partner), Terberg Lifters, Harsh Skip and Hook Bodies, and Ford Trucks Commercial Vehicles.
“Personal Data” – Any information relating to an identified or identifiable natural person, as defined under the General Data Protection Regulation (GDPR) 2016/679/EU.
“Confidential Information” – All non-public information disclosed by either party including but not limited to technical specifications, pricing, customer lists, business plans, intellectual property, financial information, and proprietary processes.
“Force Majeure Event” – Any event beyond the reasonable control of the Seller, as detailed in Clause 16.
1. GENERAL
(1.1) Acceptance of Terms
a) All Orders are accepted on the terms of these General Conditions and no others. These General Conditions, which supersede any earlier sets of conditions, shall override and exclude any other terms or conditions stipulated, incorporated, or referred to by the Buyer, whether in the order or in any negotiations, and any course of dealing established between the parties.
b) For the avoidance of doubt, the applicability of any general terms and conditions of the Buyer are expressly rejected and shall not form part of any contract with the Seller unless expressly agreed in writing by an authorised representative of the Seller.
c) The Buyer’s Order shall include all instructions to the Seller. Any instructions not contained in the Order shall not be binding on the Seller unless subsequently confirmed in writing by the Seller.
d) No variation of these General Conditions shall be binding unless agreed in writing between an authorised representative of the Seller and the Buyer. The Buyer acknowledges that only a director, company secretary, or other authorised signatory of the Seller is competent to agree variations.
e) The Seller reserves the right to refuse or accept any Order in its sole discretion, and to specify special conditions of sale as it deems appropriate.
(1.2) Entire Agreement
These General Conditions, together with the Buyer’s Order and the Seller’s written acceptance, constitute the entire agreement between the parties relating to the subject matter and supersede all prior negotiations, representations, warranties, and agreements, whether written or oral.
(1.3) Severability
If any provision in these General Conditions is deemed to be invalid, illegal, void, or unenforceable under applicable Irish law, such provision will be deemed amended to conform to Irish law or, if it cannot be so amended without materially altering the intention of the parties, it will be deleted. The validity, legality, and enforceability of the remaining provisions shall not be impaired or affected.
(1.4) Governing Law, Jurisdiction, and B2B Confirmation
a) These General Conditions shall be governed by and construed in accordance with the Laws of Ireland. Both parties irrevocably submit to the exclusive jurisdiction of the Irish Courts (including the District Court, Circuit Court, and High Court as appropriate) for the resolution of any disputes arising out of or relating to these conditions or any contract to which they apply.
b) The Buyer acknowledges and accepts that these General Conditions are drafted for and apply exclusively to business-to-business (B2B) transactions and are not suitable for, and shall not apply to, any transaction involving a consumer. The Buyer confirms that it is not a consumer.
2. GOODS – COMMERCIAL VEHICLES AND SPARE PARTS
(2.1) Specifications and Descriptions
a) Unless otherwise agreed in writing, all specifications, drawings, particulars of weights, dimensions, and technical data submitted are approximate only. Descriptions and illustrations are intended merely to present a general idea of the products and do not form part of the Contract save insofar as expressly confirmed in the Order.
b) The Seller shall not be responsible for typographical, clerical, or other minor errors in promotional materials, quotations, or specifications, provided that any material error is corrected promptly upon discovery.
c) Notwithstanding that a sample of the Goods may have been exhibited to and inspected by the Buyer, the Buyer acknowledges that such sample was exhibited and inspected solely to enable the Buyer to judge for themselves the quality and condition of the bulk, and not so as to constitute a sale by sample. The Buyer shall take the Goods at their own risk as to their correspondence with any sample and as to their quality, condition, or sufficiency for any purpose.
d) The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing and signed by an authorised officer of the Seller.
(2.2) Design Variations
a) The Seller may, at its discretion, vary the design, specification, or components of the Goods without notice to the Buyer, provided that:
(i) Any such variations do not constitute material alterations to the Goods;
(ii) The Goods continue to meet the Buyer’s stated requirements or industry standards;
(iii) For Franchised Brands vehicles, variations comply with the manufacturer’s specifications and shall be notified to the Buyer prior to delivery where reasonably practicable.
b) Where variations constitute material alterations, the Buyer shall be notified in writing and shall have the right to cancel the Order provided such notice is given within five working days of notification.
(2.3) Condition of Vehicles – Used and Part-Exchange
a) The Seller deals in both new and used vehicles. For used vehicles and part-exchange vehicles, the Seller provides a description based on visual inspection at the time of the quotation or acceptance of the Order. The Seller does not provide any warranty regarding the history, mileage, or condition of used vehicles save as expressly stated in Clause 10 (Warranty) or otherwise agreed in writing.
b) The Buyer is advised to conduct an independent inspection and/or professional assessment of any used vehicle prior to purchase. The Buyer acknowledges that used vehicles are sold on an “as seen” basis (unless otherwise expressly agreed).
c) The Buyer shall satisfy themselves as to the suitability of the Goods for their intended purpose prior to placing an Order.
(2.4) OEM Parts and Genuine Components
a) The Seller supplies genuine parts and components for Franchised Brands, including Renault Trucks, Dennis Eagle, Meiller, Kraker, D-Tec, Krone (where service partner arrangements apply), Terberg, Harsh, and Ford commercial vehicles.
b) All OEM parts are supplied subject to the terms of the component manufacturer’s warranty. Non-OEM parts and generic replacement components may be supplied at the Buyer’s request and shall be explicitly identified as such.
c) The use of non-OEM parts may affect the manufacturer’s warranty in respect of the entire vehicle or system to which such parts are fitted. The Buyer assumes full responsibility for determining the suitability of non-OEM parts and shall indemnify the Seller against any claims arising from their use.
3. SERVICES – REPAIR, MAINTENANCE, AND TESTING
(3.1) Scope of Services
a) The Seller provides the following services:
(i) Vehicle repair and maintenance services;
(ii) Vehicle roadworthiness testing (Commercial Vehicle Roadworthiness Test – CVRT);
(iii) Commercial vehicle inspection and certification;
(iv) Bodywork repairs, panel beating, and welding services;
(v) Paint preparation and coating;
(vi) Electrical diagnosis and repair;
(vii) Mechanical servicing and overhauls;
(viii) Emergency breakdown assistance (where agreed);
(ix) Diagnostic testing and fault-finding;
(x) Compliance and safety modifications.
b) The Seller warrants that:
(i) It has the necessary skills, expertise, and equipment to render the Services;
(ii) The Services shall be supplied with due skill, care, and diligence in accordance with current industry standards and best practices;
(iii) Where materials and components are supplied, they shall be sound and reasonably fit for the purpose for which they are required;
(iv) Where Goods are supplied as part of the Service, they shall comply with the implied terms under the Sale of Goods and Supply of Services Act 1980 and the Consumer Rights Act 2022 (insofar as these apply).
(3.2) Location and Access
a) Services shall be performed on the Seller’s premises at one of its workshops, garages, or testing facilities unless the Seller reasonably determines that work must be performed at an alternative location (including on-road testing or on-site repairs).
b) The Buyer agrees to:
(i) Give the Seller full and free access to the Vehicle in question;
(ii) Comply with all reasonable requests of the Seller and its representatives in relation to testing, servicing, diagnosis, and repair;
(iii) Provide all relevant documentation including registration documents, service records, and warranty information;
(iv) Ensure the Vehicle is clean, safe, and free from hazardous materials (unless prior written notice is given).
c) If the Buyer requests that services be performed off-premises, the Buyer shall bear any additional costs and shall assume responsibility for health and safety implications.
(3.3) Scope of Work – Instructions and Extensions
a) The Services to be provided are those agreed in writing between the Buyer and the Seller. No Services shall be extended or added to unless both parties agree in writing to such extension or addition, and the Buyer confirms they will pay for the additional or extended services.
b) Where the Seller discovers additional defects or necessary repairs during the course of work, the Seller shall notify the Buyer in writing and shall not proceed with such additional work unless the Buyer provides written authorisation and confirms acceptance of any additional charges.
c) The Buyer shall specify clearly any special requirements or constraints (e.g., completion deadlines, use of specific parts, method of repair) in writing at the time of placing the order.
(3.4) Liability for Service Failures
a) The Seller shall not be liable in respect of any failure to provide the Services due to causes beyond its reasonable control, including Force Majeure Events as defined in Clause 16.
b) The Seller reserves the right to charge additional fees where increased expenditure is incurred due to factors beyond its reasonable control, provided:
(i) The Seller gives the Buyer reasonable notice (at least 48 hours where practicable) of such increased expenditure;
(ii) The Buyer is given the opportunity to approve the increased charges before work continues;
(iii) If the Buyer does not approve the increased charges, the Seller shall inform the Buyer in writing and may suspend work pending the Buyer’s decision.
c) Storage charges shall apply to any Vehicle left on the Seller’s premises for a period longer than the agreed collection date. Storage charges shall be notified to the Buyer in writing and shall be reasonable having regard to local market rates.
(3.5) Commercial Vehicle Roadworthiness Testing (CVRT)
a) The Seller is an authorised Commercial Vehicle Roadworthiness Test (CVRT) operator. Testing is carried out in accordance with Statutory Instrument 475/2022 (Authorisation of Commercial Vehicle Roadworthiness Test Operators and Testers Regulations 2022) and any subsequent amendments or replacement legislation.
b) If a Vehicle passes the CVRT test, the Seller shall issue a Certificate of Roadworthiness (CRW) to the registered owner. The CRW is proof that the Vehicle met basic safety and roadworthiness standards on the date of test only.
c) The CRW does not constitute a warranty regarding the overall condition, history, or future performance of the Vehicle. The Seller makes no representations regarding defects not identified during the test.
d) If a Vehicle fails the CVRT test, the Seller shall:
(i) Provide written notification of failure and detailed reasons to the Buyer;
(ii) Provide recommendations for remedial work;
(iii) Not obstruct the Buyer from having the work carried out by an alternative repairer.
e) A retest must be carried out within 21 days of the original test failure. The Vehicle may not travel more than 4,000 kilometres between the date of the original test and the date of retest (exclusive of movement to and from the test facility).
f) All CVRT testing and retesting are carried out subject to fees as stipulated in Statutory Instrument 475/2022 or subsequent enactment.
(3.6) Warranties on Services
The Seller shall remedy any defect in the Services identified within 30 days of completion, provided:
a) The Buyer notifies the Seller in writing within 7 days of discovery;
b) The defect has resulted from the Seller’s breach of Clause 3.1(b);
c) The defect has not arisen from the Buyer’s misuse, lack of maintenance, or modification;
d) The Buyer has not attempted self-repair or had the work rectified by a third party.
If the warranty claim is successful, the Seller shall remedy the defect free of charge. If the claim is unsuccessful, the Seller shall remedy any defect provided it is paid in full by the Buyer.
4. ORDERS AND SPECIFICATIONS
(4.1) Buyer’s Responsibility
a) The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order (including any applicable specification) and for giving the Seller any necessary information relating to the Goods/Services within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
b) The Buyer warrants that it has the authority to enter into the Contract and that all information provided is accurate, complete, and not misleading.
c) The Buyer shall inform the Seller of any special requirements or constraints at the time of placing the Order.
(4.2) Quality, Quantity and Description
a) The quality, quantity, description, and/or specification of the Goods/Services shall be those set out in the Buyer’s Order as accepted by the Seller in writing.
b) Where the Seller has provided a quotation or estimate, the quotation is valid for a period of 30 days from the date of issue unless otherwise stated. The Buyer’s Order must reference the relevant quotation number.
(4.3) Cancellation of Orders
a) No Order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller.
b) Where the Seller agrees to cancellation, the Buyer shall indemnify the Seller in full against all losses, costs, charges, and expenses incurred by the Seller as a result of cancellation, including but not limited to:
(i) Loss of profit;
(ii) Costs of labour and materials;
(iii) Costs of restocking;
(iv) Administrative and handling costs;
(v) Reasonable penalty charges imposed by suppliers.
c) The Buyer acknowledges that the Seller’s suppliers may impose non-cancellation fees, and such fees shall be passed to the Buyer.
(4.4) Non-Stocked Parts – Special Orders
a) Where the Buyer places an Order for Non-Stocked Parts, the Seller shall use its best endeavours to obtain such parts but does not guarantee execution of the Order.
b) Prior to placing an Order for Non-Stocked Parts, the Seller requires the Buyer to make payment in full for the Order (unless credit has been expressly agreed in writing by an authorised officer of the Seller).
c) Once ordered by the Seller from its suppliers, the Buyer cannot cancel the Order unless the Seller is also able to cancel its own order without incurring any cost. The Seller shall use reasonable endeavours to negotiate cancellation terms but shall not be liable if the supplier refuses cancellation or charges a cancellation fee.
d) If cancellation is not possible, the Buyer must take delivery of the Non-Stocked Parts or make arrangements for collection. The Buyer cannot return such parts for credit, refund, or exchange under any circumstances except where the Goods are found and proven to be faulty.
e) The Buyer shall be notified of delivery timescales for Non-Stocked Parts at the time of order. Where delivery exceeds 12 weeks, the Buyer has the right to cancel the Order and recover the payment made, less any costs reasonably incurred by the Seller.
(4.5) EU Data Act Compliance
a) The Buyer acknowledges that pre-contractual information required by the EU Data Act (Directive (EU) 2024/2560) has been provided and is available at https://www.setantatrucks.ie (or such other URL as notified by the Seller from time to time).
b) For Franchised Brands (specifically Renault Trucks), additional pre-contractual information is available at https://www.renault-trucks.co.uk/data-act.
c) The Buyer confirms receipt and review of such information prior to placing an Order.
5. USE OF THE GOODS – BUYER’S OBLIGATIONS
(5.1) Instructions and Recommendations
a) Where Goods have been purchased by the Buyer either for use or resale, the Buyer shall bring to the attention of all persons using or purchasing them:
(i) All of the Seller’s instructions;
(ii) All manufacturer instructions and recommendations (for Franchised Brands, the relevant manufacturer’s guidance);
(iii) Any warnings or safety notifications;
(iv) Details of the warranty and any limitations.
b) The Buyer shall not remove any plaque, label, VIN plate, or other identification affixed to the Goods referring users to the Seller’s or manufacturer’s instructions and recommendations.
c) The Buyer shall ensure that any entity purchasing Goods from the Buyer receives equivalent instructions and undertakings.
(5.2) Resale and Distribution
a) If the Buyer intends to resell the Goods, the Buyer shall:
(i) Pass on all warranty information and limitations;
(ii) Provide the end consumer with contact details for warranty claims;
(iii) Not misrepresent the Goods’ condition, history, or specification;
(iv) Comply with all applicable consumer protection legislation;
(v) Ensure the end consumer is aware of any specific usage limitations or requirements.
b) The Buyer shall exact an equivalent enforceable undertaking from any entity purchasing the Goods from the Buyer, and shall not permit onward resale without such undertaking.
(5.3) Indemnity
a) The Buyer shall indemnify the Seller against all actions, suits, claims, demands, losses, charges, costs, and expenses which the Seller may suffer or incur in connection with any claim by any third party (including end consumers, users, or regulators) arising from:
(i) Any breach by the Buyer of the undertakings, representations, and warranties contained in these General Conditions;
(ii) The Buyer’s breach of any undertaking required of a purchaser from the Buyer;
(iii) The Buyer’s negligent or improper use of the Goods;
(iv) The Buyer’s failure to comply with manufacturer instructions or safety requirements;
(v) Any modification or alteration of the Goods made by the Buyer without the Seller’s written consent.
b) This indemnity shall survive termination of the Contract for the lifetime of the Goods.
6. PRICING AND QUOTATIONS
(6.1) Price
a) The price of the Goods/Services shall be:
(i) The Seller’s quoted price (if a formal quotation has been issued), or
(ii) The price quoted in promotional documentation or advertising, or
(iii) The Seller’s standard list price at the time of Order acceptance (if no quotation has been issued).
b) All prices are exclusive of:
(i) Value Added Tax (VAT) or other applicable taxes;
(ii) Delivery charges (unless expressly stated as inclusive);
(iii) Insurance charges (unless expressly included);
(iv) Customs duties, import taxes, or tariffs (where applicable).
c) Prices are ex works unless otherwise expressly stated in writing.
d) The Seller reserves the right to increase the price for Goods/Services ordered to meet any charges and expenses incurred as a result of:
(i) Suspension of delivery by the Buyer;
(ii) Delay in taking possession of Goods;
(iii) Holding of Goods for the Buyer;
(iv) Force Majeure Events affecting supplier costs;
(v) Changes in raw material costs, labour costs, or freight charges (where the Order is placed more than 90 days before scheduled delivery).
e) Any such price increase shall be notified to the Buyer in writing and shall be without prejudice to any other rights or remedies of the Seller.
(6.2) Quotations
a) Quotations are provided for informational purposes only and are not binding offers. The Seller reserves the right to withdraw any quotation at any time before the Buyer’s Order is accepted in writing by the Seller.
b) Quotations are valid for 30 days from the date of issue unless otherwise specified. Following expiry, a revised quotation shall be provided if requested.
c) The Seller is not obliged to honour a quoted price if circumstances have materially changed (e.g., significant changes in supplier costs, currency fluctuations for imports).
7. TERMS OF PAYMENT
(7.1) Invoicing and Statements
a) Invoices for Goods sold and Services rendered shall be issued by the Seller to the Buyer by email, post, or electronic transmission to the address provided by the Buyer.
b) A Statement of Account shall be issued at the end of each calendar month from the Seller to the Buyer summarising all transactions and the balance due.
c) It is the Buyer’s obligation to ensure that all invoices for Goods and Services are processed on their accounting system in a timely fashion and to maintain proper records for audit purposes.
(7.2) Query Resolution
a) The Buyer shall have 7 days from the date of invoice issue within which to raise any query, discrepancy, or objection relating to an invoice.
b) The Seller shall endeavour to resolve all queries in a reasonable timeframe (normally within 5 working days).
c) If the query is upheld, the Seller shall issue a credit note or partial credit note to the Buyer.
d) If the query is not upheld, the invoice shall be deemed due for payment in accordance with the agreed credit terms.
e) Failure to raise a query within 7 days shall constitute acceptance of the invoice and waiver of any right to dispute the charges.
(7.3) Credit Terms
a) Parts and Service Accounts: Due for payment 30 days end of month from the date of invoice, unless otherwise agreed in writing.
b) Hire and Rental Accounts: Due for payment in accordance with the Hire Agreement, Rental Agreement, or Rent-to-Buy Agreement (as applicable).
c) Vehicle Sale Accounts: Due for payment in full prior to delivery of the Vehicle, unless alternative terms have been expressly agreed in writing and the Buyer’s creditworthiness has been satisfactorily assessed.
d) Payment must be made by bank transfer to the account specified by the Seller, or by such other method as the Seller may accept (including direct debit where a mandate is signed by the Buyer).
(7.4) Credit Facilities
a) It is a condition of having a credit account with the Seller that the Buyer pays their account on time each month in accordance with the agreed credit terms.
b) Failure to make payment on the due date may result in:
(i) Withdrawal of credit facilities;
(ii) Suspension of further supply of Goods/Services;
(iii) Requirement for cash in advance or cash on delivery for future Orders;
(iv) Charging of interest as per Clause 7.5 below;
(v) Recovery action including legal proceedings.
c) The Seller shall provide the Buyer with reasonable notice (at least 5 working days) before withdrawing credit facilities for non-payment, except in circumstances of material or persistent default.
(7.5) Late Payment Interest and Penalties
a) If the Buyer fails to make any payment on the due date, then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to charge the Buyer interest on the amount unpaid, at the rate of 5% per month (or 18% per annum) until payment is made.
b) Interest shall accrue both before and after any judgment or Court order.
c) In addition, the Seller may charge the Buyer a fixed administrative fee of €50.00 for each invoice that remains unpaid 14 days after the due date, in accordance with the Late Payment of Commercial Debts (Interest) Act 1997.
d) The Buyer shall also reimburse the Seller for all reasonable costs and expenses incurred in pursuing payment, including legal fees, debt recovery agency fees, and court costs.
(7.6) Creditworthiness Assessment
a) The Seller reserves the right to refuse to execute any Order or contract if:
(i) The arrangement for payment or the Buyer’s creditworthiness is not satisfactory to the Seller;
(ii) The Buyer has a history of late payment or default with the Seller or other creditors;
(iii) The Buyer is a new customer or there is no previous business relationship.
b) The Seller may make delivery conditional upon:
(i) Simultaneous matching payment (e.g., cash on delivery, bank transfer immediately upon delivery);
(ii) Pre-payment in full;
(iii) Personal guarantee from directors or shareholders;
(iv) Other acceptable security arrangements.
c) Where delivery is to be made to a foreign country or where there is a high risk of late payment, the Seller may require pre-payment or other enhanced payment security.
(7.7) Consequences of Non-Payment and Default
a) In the case of non-payment of any account when due, or in the case of any default or refusal by the Buyer to take due delivery of any Goods, the entire outstanding balance shall immediately become due and payable by the Buyer to the Seller.
b) In the case of any of the following events, the purchase price of all Goods/Services invoiced and delivered to the Buyer shall immediately become due and payable:
(i) Death, incapacity, bankruptcy, or insolvency of the Buyer (if an individual);
(ii) For a limited company: liquidation, administration, receivership, or the appointment of a receiver or administrator;
(iii) For any entity: commencement of insolvency proceedings or notice of intention to commence such proceedings;
(iv) Default on any other credit arrangements with creditors;
(v) Dishonour of any cheque or reversal of any direct debit.
c) In such circumstances, the Seller is entitled to:
(i) Cancel every Contract made with the Buyer;
(ii) Suspend or discontinue delivery of Goods/Services at the Seller’s option;
(iii) Recover all loss sustained, including loss of profit;
(iv) Exercise rights of recovery of ownership under Clause 11 (Title and Risk);
(v) Refuse to release a Certificate of Road Worthiness (CVRT certificate) until the Buyer’s account is brought within credit terms and limits;
(vi) Commence recovery proceedings and claim interest and costs as per Clause 7.5.
d) These rights shall be without prejudice to any other rights or remedies available to the Seller.
(7.8) Credit Limits
a) The Buyer will be given a credit limit by the Seller for the purchase of Goods/Services up to that value, and no more.
b) If the credit limit is exceeded at any time, the Buyer may not place further Orders unless:
(i) The Buyer makes a payment on the account equivalent to or greater than the value of the Goods/Services to be purchased; or
(ii) The credit limit is increased in writing by an authorised officer of the Seller.
c) Any payment made shall be allocated against the oldest unpaid invoices.
d) The Seller may revise the credit limit downwards or upwards at any time on 10 days’ written notice.
8. DELIVERY
(8.1) Delivery Dates
a) All delivery dates are estimates only and the Seller shall not be liable for failure to make the Goods available by such dates save where an express written guarantee of a specific delivery date is given by an authorised officer of the Seller.
b) If an express guarantee is given and the Seller fails to meet the guaranteed delivery date, the Buyer’s sole remedy shall be to claim a reduction in price (at the Seller’s discretion) or, in cases of material delay exceeding 21 days, to cancel the Order and receive a refund of any sums paid.
c) This does not apply to delays caused by Force Majeure Events, late payment by the Buyer, or failure of the Buyer to provide necessary information or documentation.
d) Completion of Services is also subject to estimate only and the Seller shall not be liable for delays unless an express written commitment has been provided.
(8.2) Liability for Non-Delivery
a) The Seller shall not in any circumstances be liable for any failure or delay in delivery/completion of Goods/Services, howsoever caused, save where an express written guarantee has been given.
b) In particular, the Seller shall not be liable for any consequential loss, loss of profit, loss of business opportunity, or economic loss incurred as a result of failure to deliver or delay in delivery.
c) The remedies available to the Buyer for non-delivery shall be limited to:
(i) Cancellation of the affected Order;
(ii) Refund of sums paid (less any non-recoverable costs);
(iii) Reorder at the current price (if the Buyer chooses).
(8.3) Delivery in Instalments
a) Where Goods/Services are to be delivered or completed in instalments, each delivery or completion shall constitute a separate contract.
b) Failure by the Seller to deliver any one or more instalments in accordance with the Contract or any claim by the Buyer in respect of any one or more instalment shall not entitle the Buyer to treat the entire Contract as repudiated or to cancel all Orders.
c) The Buyer shall continue to accept and pay for completed instalments even if a subsequent instalment is delayed or unsatisfactory.
(8.4) Acceptance of Delivery
a) The Buyer shall not refuse to take delivery on account of minor defects in the Goods/Services. Minor defects are those which do not materially affect the fitness for purpose or safety of the Goods.
b) All deliveries/completed services must be signed for by the Buyer or the Buyer’s authorised representative.
c) It is the Buyer’s responsibility to ensure at the time of signing that the Goods/Services received are:
(i) As ordered;
(ii) In satisfactory condition (save for defects to be notified under Clause 9);
(iii) The correct quantity.
d) The Buyer shall conduct a visual inspection of Goods at the time of delivery. Any obvious defects or shortages must be noted on the proof of delivery before signing.
(8.5) Delivery to Unattended or Non-Standard Locations
a) If the Buyer stipulates that delivery is to be made to an unmanned location or if the Buyer does not provide a representative to sign for the Goods, this shall not prejudice the Seller’s ability to deliver the Goods and to subsequently claim payment.
b) If the Buyer requests that vehicle keys be collected after business hours and stipulates that keys are to be left unsecured in a public place (e.g., on the wheel or in an unlocked vehicle), the Seller accepts no responsibility for the security of the Vehicle. Any loss, damage, or theft shall be the sole responsibility of the Buyer.
c) The Buyer shall not be permitted to claim that no signed proof of delivery is available in order to refuse to pay for Goods delivered.
d) The Buyer shall not be permitted to return any Goods so delivered by reason of damage or quality issues unless the damage occurred as a result of the Seller’s negligence.
e) The Buyer shall not be permitted to claim any deficiency in quantity in such circumstances.
f) Risk passes to the Buyer immediately upon dispatch from the Seller’s premises (see Clause 11).
(8.6) Transport and Carriage
a) Unless otherwise specified where the price quoted includes delivery, the Seller may use its absolute discretion as to the method of transport and carrier.
b) Special transport arrangements made at the Buyer’s request may be charged extra to the Buyer.
c) In all other circumstances, deliveries are chargeable to the Buyer and the Buyer shall be informed of such costs at the time of making an Order.
d) Claims in respect of loss or damage in transit should be made directly to the carrier or transport company concerned. The Seller will provide assistance in pursuing such claims but shall not be liable for transport-related loss or damage.
9. RETURNS, DAMAGED GOODS, AND REJECTED GOODS
(9.1) Notification of Issues
a) Without prejudice to Clauses 8(g) and 8(h), the Seller must be notified in writing of any of the following within three working days of delivery or completion of Services:
(i) Shortages in delivered Goods;
(ii) Damaged or faulty Goods;
(iii) Defective Services;
(iv) Non-conformity with the Order.
b) No responsibility whatsoever for such shortages, damage, faults, or defects will be accepted by the Seller in the event of failure by the Buyer to notify the Seller within this period.
c) The Seller shall not accept responsibility where the reason for the shortage, damage, fault, or defect is not caused by the action or omission of the Seller.
d) The three-day period runs from the date of delivery or, for defects that are not immediately apparent, from the date the defect is discovered (provided the Buyer acts promptly).
(9.2) Handling Charge for Out-of-Time Claims
a) The Seller may, at its discretion, accept returns of Goods or claims for damages or faults made outside the three-day notification period, but shall charge a 15% handling and investigation charge in relation to such returns or claims.
b) This charge shall be deducted from any credit or refund issued.
(9.3) Returns – Condition Requirements
a) All Goods returned must be:
(i) Returned in a re-saleable state;
(ii) In original, undamaged packaging;
(iii) Unused and unsoiled;
(iv) Accompanied by proof of purchase (original invoice) and proof of delivery.
b) The Seller reserves the right to refuse to accept returns made not in accordance with this clause, despite being returned within three days of delivery.
c) If returned Goods are subsequently returned to the Seller’s supplier who refuses to take delivery by reason of the Goods being in an un-saleable condition, the Seller reserves the right to:
(i) Refuse to accept the return;
(ii) Refuse to issue a credit note for the return;
(iii) Offer the Buyer the option to take possession of the returned Goods.
d) If the Buyer does not wish to take possession of rejected Goods, the Seller shall dispose of the Goods. Any costs associated with disposal shall be passed to the Buyer.
(9.4) Credit for Accepted Returns
a) If returned Goods are acceptable to the Seller and meet the conditions in Clause 9.3, a full credit note shall be issued for the Goods.
b) The credit note shall be credited against the Buyer’s account and shall be applied against outstanding invoices.
c) The credit note shall not be refundable in cash unless expressly agreed in writing.
(9.5) Unacceptable Returns
a) If returned Goods are not acceptable to the Seller, the Seller may:
(i) Refuse to issue a credit note;
(ii) Return the Goods to the Buyer; or
(iii) With the Buyer’s consent, dispose of the Goods.
b) Any costs associated with:
(i) Returning the Goods to the Buyer;
(ii) Storage pending decision;
(iii) Disposal of the Goods
shall be borne by the Buyer.
(9.6) Return of Goods – Cost
a) It is the Seller’s obligation to return acceptable Goods to the Buyer at the Seller’s own cost, unless otherwise agreed by the Seller in writing.
b) Where the Seller arranges return transport, the Buyer shall not incur transport charges.
c) The Buyer shall be responsible for arranging and paying for return of unacceptable Goods, unless otherwise agreed.
10. WARRANTY
(10.1) Manufacturer’s Warranty
a) The Seller shall inform the Buyer at the point of sale if Goods/Services are subject to a Supplier’s or Manufacturer’s Warranty/Guarantee.
b) The warranty period associated with Goods/Services shall be:
(i) That stipulated by the Seller’s Supplier/Manufacturer, or
(ii) If no warranty is offered by the manufacturer, any warranty offered by the Seller as expressly stated in the Order or in writing.
c) The warranty period shall begin to run at the date stipulated by the Seller (often the date of manufacture or delivery) and not necessarily at the date of sale from the Seller to the Buyer.
d) Warranties are provided by the Manufacturer/Supplier, and the Seller is not responsible for enforcement save to the extent required by Irish consumer law.
(10.2) What Warranty Does NOT Cover
a) Any Warranty/Guarantee supplied does not cover defects arising from:
(i) Misuse, abuse, or improper use of the Goods;
(ii) Negligence on the part of the Buyer or third parties;
(iii) Normal wear and tear;
(iv) Failure to follow the manufacturer’s instructions or recommended servicing;
(iii) Modification or alteration of the Goods by the Buyer or third parties (without prior written consent);
(iv) Use of non-genuine parts or components;
(v) Accidents, collisions, or environmental damage;
(vi) Corrosion, rust, or deterioration due to exposure or lack of maintenance;
(vii) Damage caused by third parties.
(10.3) Warranty Claims – Procedure
a) The Seller should be notified in writing within 3 days of discovery of any Goods/Services considered defective under the warranty.
b) The Buyer must provide proof of purchase of the Goods/Services. Acceptable proof includes:
(i) An issued Invoice in the name of the Buyer;
(ii) The original signed proof of delivery supplied to the Buyer on delivery; or
(iii) Both.
c) For used vehicles, the Buyer must also provide evidence of current roadworthiness testing (CVRT certificate) and full service history where available.
(10.4) Replacement Goods
a) If replacement Goods are available, the Buyer is obliged to take such replacement from the Seller and shall not be permitted to source a replacement from another source.
b) If the Buyer procures a replacement from another source without authorization, the cost of replacement shall not be covered by the Warranty/Guarantee.
c) If replacement Goods are not available within 3 days of notification of the defect, the Buyer may obtain a replacement from an alternative source and the cost shall, if the warranty claim is successful, be covered under the warranty.
(10.5) Warranty Claim Assessment and Approval
a) All warranty claims in respect of Goods are subject to approval by the Seller’s Supplier/Manufacturer.
b) The Seller shall assess the claim and determine whether it is covered by the warranty. This assessment shall be made reasonably and in good faith.
c) If a warranty claim is rejected by the Manufacturer/Supplier, the Seller shall:
(i) Notify the Buyer in writing of the rejection and the reasons;
(ii) Offer the Buyer the option to obtain a written report from the Manufacturer;
(iii) Inform the Buyer that replacement/repairs must now be paid for in full by the Buyer.
d) If the claim is successful, the Manufacturer shall provide replacement Goods or authorise repair at no cost to the Buyer (except as noted below).
(10.6) Labour Costs
a) Labour costs for warranty repairs may be provided at the discretion of the Seller’s Supplier/Manufacturer.
b) If labour costs are not covered by the Manufacturer, such costs shall not be paid by the Seller.
c) Any claim for labour costs must be made at the time of return of the faulty Goods and must include evidence of the labour work undertaken.
(10.7) Consequential Loss Exclusion
a) All consequential losses associated with a warranty claim are excluded.
b) The Seller shall not be responsible for any loss of profit, loss of business, loss of use, or economic loss in any circumstances arising from defective Goods or Services.
c) The Seller’s liability is limited to replacement or repair of the defective Goods only.
(10.8) Examination of Goods Prior to Use
a) It is the Buyer’s responsibility to ensure that any Goods ordered are correct prior to fitting or use.
b) If the Buyer, by proper and reasonable examination, would have discovered that the Goods supplied were incorrect and despite such discovery, fits the Goods or uses them, the Buyer is precluded from making a claim under any warranty provided with the Goods.
c) This is particularly important where the Buyer is a professional mechanic or technician who would be reasonably expected to identify incorrect Goods.
(10.9) Warranty Claim Resolution
a) If the warranty claim in respect of Goods is successful and the Seller furnishes replacement Goods to the Buyer, the Seller shall issue a credit note against the replacement Goods.
b) If the replacement was obtained from an alternative source, the Seller shall issue a credit note against the original Goods sold.
c) If a warranty claim is declined, the Buyer may request:
(i) A copy of the written report supplied by the Manufacturer in respect of Goods; and
(ii) A written report compiled by the Seller in respect of Services.
d) The Buyer may request the return of the faulty Goods in the case of a rejected claim and must either arrange for collection or pay the cost of delivery.
e) In all cases of a warranty claim being rejected, the Buyer must pay for the Goods/Services and may not refuse to pay for them or any other Goods/Services purchased from the Seller.
(10.10) Franchised Brands Warranty
a) For vehicles and parts supplied under the Franchised Brands (Renault Trucks, Dennis Eagle, Meiller, Kraker, D-Tec, Krone, Terberg, Harsh, Ford), the warranty is provided by the respective Manufacturer/Distributor.
b) All warranty claims for Franchised Brands are subject to the warranty terms published by the respective Manufacturer.
c) The Seller shall provide assistance in pursuing warranty claims but shall not be liable for decisions made by the Manufacturer regarding claim approval or rejection.
d) The Buyer is advised to review the specific warranty documentation for the Brand at the time of purchase.
11. TITLE AND RISK
(11.1) Risk
a) The Goods supplied by the Seller shall be at the Buyer’s risk immediately on despatch from the Seller’s premises or from the Seller’s Supplier’s/Manufacturer’s premises.
b) The Buyer should therefore ensure that Goods are adequately insured immediately upon dispatch.
c) Risk shall pass to the Buyer regardless of whether title has passed (see Clause 11.2 below).
d) Once risk has passed, the Buyer bears all responsibility for:
(i) Loss or damage to the Goods;
(ii) Maintenance and insurance;
(iii) Storage and protection from environmental damage;
(iv) Proper use in accordance with manufacturer’s instructions.
(11.2) Title (Ownership)
a) Notwithstanding delivery and passing of risk, the property and title in the Goods shall remain with the Seller until the Buyer shall have discharged all sums due to the Seller.
b) This applies no matter on what grounds such sums are due (including invoices relating to prior purchases, late payment charges, or costs incurred by the Seller).
c) The retention of title clause is a security interest and the Buyer acknowledges that the Seller retains ownership of all Goods until full payment is received.
d) The Buyer shall not pledge, charge, mortgage, or otherwise encumber the Goods whilst title remains with the Seller.
(11.3) Recovery of Goods
a) The Seller reserves the right to enter the Buyer’s premises and take possession of the Goods and remove them at any time when the Buyer is in default (as outlined in Clause 11.4 below).
b) The Buyer hereby authorises the Seller to so enter the Buyer’s premises for the removal and/or collection of the Goods for which payment is in default.
c) Any costs incurred by the Seller in recovering Goods (including travel, labour, and any damage) shall be charged to the Buyer.
d) The Buyer shall mitigate any costs by cooperating fully with the Seller’s recovery efforts.
(11.4) Identification of Goods
a) Should Goods become part of other Goods to be sold or used in the course of business by the Buyer but are still readily identifiable and may be extracted or removed from such Goods, the Company shall have the right to so extract or remove the Goods.
b) The Buyer shall keep a record of the Goods to which they have become part and shall inform the Company when requested of such identification.
c) The Seller may exercise this right at any time during the continuation of the Contract or thereafter.
(11.5) Events Triggering Right of Recovery
The Seller’s right of immediate recovery of its Goods shall be exercised on the occurrence of any one or more of the following events:
(i) The Buyer is deemed by the Seller to be in default of credit terms and/or credit limit as outlined by the Seller and in these General Conditions;
(ii) The Buyer fails to make payment within 14 days of the due date;
(iii) The appointment of a receiver or a manager in respect of the Buyer’s affairs or any notice that a receiver or manager is to be appointed;
(iv) The presentation of a petition to wind up the Buyer or any notice that steps are to be taken to wind up the Buyer;
(v) The passing of a resolution to wind up the Buyer (save for the purpose of reconstruction or amalgamation) or notice of any intention to move or pass such a resolution;
(vi) A decision by the Buyer that it intends to make an arrangement or compromise with creditors or the making of any arrangement or compromise with creditors;
(vii) The levying of any distress or restraint upon the property or Goods of the Buyer;
(viii) The Buyer becomes insolvent or bankrupt;
(ix) Material breach of any other material term of the Contract.
(11.6) No Set-Off or Counterclaim
a) The Buyer may not withhold payment of any invoice or other amount due to the Seller.
b) The Buyer shall have no right of set-off or counterclaim which the Buyer may have or allege to have for any reason whatsoever.
c) All payments shall be made in full without deduction or retention.
12. REJECTION OF GOODS/SERVICES
(12.1) Inspection and Acceptance
a) The Buyer shall inspect the Goods or the completed Services on collection or immediately on receipt from the Seller.
b) With the exception of cases described in Clause 8(g) – (h) (unattended delivery), the Buyer shall, within three working days from collection or receipt, give written notice to the Seller of any matter or thing by reason of which the Buyer alleges that the Goods/Services are not in accordance with the Contract.
c) If the Buyer fails to give such notice, the Goods/Services shall be deemed to be in all respects in accordance with the Contract and the Buyer shall be deemed to have irrevocably accepted the Goods/Services.
d) Acceptance is binding and the Buyer loses the right to claim defects, damage, or shortages after the acceptance period has expired.
(12.2) Right to Reject
a) Where the Buyer gives notice within the three-day period that Goods/Services are not in accordance with the Contract, the Buyer may:
(i) Reject the Goods/Services (if material non-conformity exists);
(ii) Require repair or replacement;
(iii) Require a price reduction; or
(iv) Claim damages (limited to the value of the defective portion).
b) The right to reject is limited to material non-conformity that substantially affects the fitness for purpose or safety of the Goods.
c) Minor defects do not confer a right to reject.
13. REPRESENTATIONS AND WARRANTIES
(13.1) Buyer’s Reliance
a) The Buyer is responsible for assessing the suitability of the Goods/Services for the Buyer’s intended purpose.
b) The Goods/Services are supplied by the Seller on the basis that they conform to the written terms and to any description contained in these General Conditions.
c) No other warranties, representations, terms, conditions, or variations of any sort whatsoever (whether written or oral or alleged to have been made or entered into by the Seller or any servant or agent of the Seller) shall be of any force or effect unless confirmed in writing by a director or designated representative of the Seller.
(13.2) No Extra-Contractual Representations
a) The Buyer acknowledges that no representations outside these terms have induced the Buyer into the Contract.
b) All pre-contract discussions, verbal assurances, and informal understandings are superseded by these written General Conditions.
c) The Buyer acknowledges that they have conducted their own due diligence and assessment of the Goods/Services.
(13.3) Assignment of Manufacturer’s Rights
a) The Seller does agree to assign to the Buyer the benefit of any claims or rights which it may have against any Manufacturer or component supplier from which it has obtained Goods which it resells to the Buyer.
b) The Buyer’s remedy for defective Goods supplied by a third party is to pursue a claim with the Seller, who shall then pursue the claim with the component supplier or Manufacturer.
c) The Seller shall not be liable to the Buyer unless and until a claim is successfully pursued against the supplier.
14. DEFECTS, LOSS AND DAMAGE
(14.1) Seller’s Limited Liability
a) The Seller takes no responsibility whatsoever for any defects, loss, or damage caused by the Goods (except as otherwise provided in Clause 10 – Warranty), which defects, loss, or damage are the sole responsibility of the Manufacturer and/or supplier of the Goods to the Seller.
b) All claims for such defects should be directed to the Manufacturer or supplier, to whom they must be made in accordance with the manufacturer’s warranty terms.
c) For Services, the Seller takes no responsibility for defects, loss, or damage not caused by the Seller’s negligence or breach of Clause 3.
(14.2) Third Party Products
a) Where the Seller supplies Goods manufactured by a third party (e.g., Franchised Brands), the Seller acts as the distributor/agent and shall not be liable for manufacturing defects.
b) The Buyer’s recourse is against the Manufacturer in accordance with the Manufacturer’s warranty terms.
c) The Seller shall provide assistance in pursuing claims but shall not be liable if the Manufacturer declines the claim.
15. INDEMNITY
(15.1) Indemnity by Buyer
a) The Buyer shall indemnify the Seller in respect of all damages, injury, loss, and expenses occurring to any person or property and against all actions, suits, claims, demands, charges, or expenses in connection therewith for which the Seller may become liable in respect of the Goods/Services.
b) This indemnity applies where such damage, injury, loss, or expense has been occasioned partly or wholly by:
(i) The negligence of the Buyer or its servants or agents;
(ii) Breach of contract by the Buyer;
(iii) Carelessness, misuse, or abuse of the Goods/Services by the Buyer;
(iv) Failure of the Buyer to comply with manufacturer’s instructions;
(v) The Buyer’s modification or alteration of the Goods;
(vi) The Buyer’s failure to take out adequate insurance.
c) The Buyer shall hold the Seller harmless and shall defend any action brought against the Seller arising from the Buyer’s use or misuse of the Goods/Services.
(15.2) Third Party Claims
a) If a third party brings a claim against the Seller arising from or relating to Goods/Services supplied to the Buyer, the Buyer shall reimburse the Seller’s legal costs and any settlement or judgment amount, provided the claim relates to the Buyer’s use, misuse, or modification of the Goods.
16. FORCE MAJEURE
(16.1) Force Majeure Events
a) The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods/Services, if the delay or failure was due to any cause beyond the Seller’s reasonable control.
b) Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
(i) Acts of God: Explosion, flood, tempest, fire, lightning, earthquake, volcanic activity, or other natural disasters;
(ii) Industrial action: Strikes, lock-outs, work-to-rule, or other industrial actions or trade disputes (whether involving the Seller’s employees or third parties, including suppliers);
(iii) Political events: War or threat of war, sabotage, insurrection, civil disturbance, riot, terrorism, or requisition;
(iv) Government action: Government import or export regulations or embargos affecting the supply of Goods;
(v) Supply chain disruption: Difficulties in obtaining raw materials, labour, fuel, spare parts, or machinery;
(vi) Infrastructure failure: Power failure, breakdown in machinery, internet or communications failure, or breakdown in transport systems;
(vii) Pandemic/Epidemic: Outbreak of disease, pandemic, or epidemic affecting the Seller’s operations or supply chain (including Government-imposed lockdowns or restrictions);
(viii) Acts of third parties: Accidents, theft, or sabotage by third parties affecting delivery.
(16.2) Notice and Mitigation
a) The Seller shall, as soon as reasonably practicable, notify the Buyer of a Force Majeure Event and its expected impact on delivery or completion of Services.
b) The Seller shall use reasonable endeavours to mitigate the effects of the Force Majeure Event and to resume performance of its obligations.
(16.3) Consequences of Force Majeure
a) If a Force Majeure Event occurs, the Seller’s obligations to perform the Contract shall be suspended for the duration of the Force Majeure Event.
b) The Seller shall not be liable for any loss, damage, or inconvenience suffered by the Buyer as a result of the suspension of performance.
c) If the Force Majeure Event continues for a period exceeding 90 days, either party may terminate the affected Order by giving 10 days’ written notice to the other party, without liability for damages.
d) In the case of termination, the Buyer shall have the option to:
(i) Wait for delivery/completion when the Force Majeure Event has ended; or
(ii) Cancel the Order and receive a refund of any sums paid (less costs reasonably incurred by the Seller).
17. INTELLECTUAL PROPERTY
(17.1) Intellectual Property Rights
a) Any Goods/Services the subject of an intellectual property right (including patents, trademarks, design rights, copyright, or confidential information) are sold to the Buyer subject to that intellectual property right.
b) The Buyer shall not reproduce, copy, or use the Goods/Services (or any part thereof) in any way that infringes the intellectual property rights of the Seller or any third party without the prior written consent of the owner of such intellectual property rights.
c) The Buyer shall not attempt to reverse-engineer, de-assemble, or modify any proprietary Goods or Software supplied by the Seller.
(17.2) Licensed Software
a) Any software supplied with Goods (including diagnostic software, operating systems, or embedded software) is licensed, not sold.
b) The Buyer may use the software only for the purpose for which it is supplied and only in connection with the Goods.
c) The Buyer shall not sublicense, share, or distribute the software to third parties without the Seller’s written consent.
d) Upon termination of the Contract or where the Goods are returned, the Buyer’s license to use the software shall terminate.
18. CONFIDENTIALITY AND DATA PROTECTION
(18.1) Confidential Information
a) Each party (the “Disclosing Party”) may disclose Confidential Information to the other party (the “Receiving Party”) in the course of performing the Contract.
b) “Confidential Information” includes:
(i) Pricing information and quotations;
(ii) Technical specifications and designs;
(iii) Customer lists and contact information;
(iv) Business plans and strategies;
(v) Financial information;
(vi) Proprietary processes and methodologies;
(vii) Supplier details and arrangements;
(viii) Passwords, access codes, and security information;
(ix) Any information marked as “Confidential” or reasonably understood to be confidential.
c) The Receiving Party shall:
(i) Keep Confidential Information in strict confidence;
(ii) Not disclose Confidential Information to third parties without the Disclosing Party’s prior written consent;
(iii) Use Confidential Information only for the purposes of performing the Contract;
(iv) Implement reasonable security measures to protect Confidential Information from unauthorised access or disclosure;
(v) Limit access to Confidential Information to employees or agents who have a need to know and who are bound by confidentiality obligations.
(18.2) Exceptions to Confidentiality Obligation
a) The Receiving Party shall not be obliged to treat information as Confidential if:
(i) The information is already public knowledge or enters the public domain without breach of this clause;
(ii) The information was independently developed by the Receiving Party without reference to the Confidential Information;
(iii) The information is rightfully received by the Receiving Party from a third party without confidentiality obligations;
(iv) Disclosure is required by law, court order, regulatory authority, or Government agency (provided the Receiving Party gives the Disclosing Party advance notice to enable the Disclosing Party to seek legal remedies).
b) In the case of disclosure required by law, the Receiving Party shall use reasonable efforts to limit the scope of disclosure to that which is legally required.
(18.3) Duration of Confidentiality Obligation
a) The confidentiality obligation shall survive termination of the Contract and shall continue for a period of five years after the termination date.
b) Trade secrets and Confidential Information of particular sensitivity may be protected indefinitely.
c) The Receiving Party shall return or securely destroy all Confidential Information upon request or upon termination of the Contract.
(18.4) Non-Disclosure Agreements (NDAs)
a) Where the Seller and Buyer enter into a separate NDA (Confidentiality Agreement), the terms of that NDA shall apply in addition to this Clause 18.
b) In the event of any conflict between this Clause 18 and a separate NDA, the separate NDA shall take precedence.
c) Any NDA entered into shall be enforceable in accordance with Irish law and shall be subject to the restrictions set out in the Employment Equality (Amendment) (Non-Disclosure Agreements) Bill 2021, which precludes the use of NDAs to cover up harassment, discrimination, or criminal activities in the workplace.
(18.5) Remedies for Breach
a) The Buyer acknowledges that breach of this confidentiality clause will cause irreparable harm to the Seller for which damages may be an inadequate remedy.
b) The Seller shall be entitled to seek equitable remedies including injunctions and orders for specific performance, without prejudice to any other remedies available.
c) The Buyer shall pay the Seller’s reasonable costs and legal fees incurred in enforcing the confidentiality obligations.
(18.6) Personal Data and GDPR Compliance
a) If the Buyer is a “data processor” (as defined under the GDPR 2016/679/EU) of Personal Data belonging to the Seller (the “data controller”), the Buyer shall:
(i) Process Personal Data only on the documented instructions of the Seller;
(ii) Ensure that persons authorised to process Personal Data are committed to confidentiality;
(iii) Implement appropriate technical and organisational security measures;
(iv) Not subcontract processing to third parties without the Seller’s prior written consent;
(v) Assist the Seller in responding to Data Subject Access Requests (DSARs);
(vi) Delete or return Personal Data upon termination of the Contract;
(vii) Maintain records of processing activities and provide evidence of GDPR compliance to the Seller on request;
(viii) Implement Data Protection Impact Assessments (DPIAs) for high-risk processing.
b) The Buyer and Seller shall enter into a Data Processing Agreement (DPA) in accordance with Article 28 of the GDPR if Personal Data processing is contemplated.
c) The Buyer shall not transfer Personal Data outside the European Economic Area without the Seller’s written consent and appropriate safeguards.
(18.7) Customer Data and Customer Lists
a) Any customer information, customer lists, contact details, or transaction data provided by the Seller to the Buyer shall be the property of the Seller.
b) The Buyer shall not use customer data for any purpose other than performing the Contract.
c) The Buyer shall not contact customers of the Seller directly for commercial purposes without the Seller’s consent.
d) Upon termination of the Contract, the Buyer shall delete or return all customer data.
e) If the Buyer discovers that customer data has been breached or compromised, the Buyer shall notify the Seller immediately and shall cooperate in the investigation and remediation.
19. ASSIGNMENT AND SUB-CONTRACTING
(19.1) Assignment of Rights
a) The Buyer shall not assign any benefit under these General Conditions or any Contract without the consent in writing of the Seller (such consent not to be unreasonably withheld where the assignee is an affiliate or subsidiary of the Buyer).
b) Any purported assignment without the Seller’s consent shall be void.
c) The Seller may assign its rights under the Contract to a third party without the Buyer’s consent, provided the Seller remains liable for the Buyer’s performance.
(19.2) Sub-Contracting of Services
a) Where the Seller agrees to provide Services, the Seller may engage sub-contractors to assist in performance of the Services.
b) The Seller shall ensure that any sub-contractor is:
(i) Appropriately skilled and qualified;
(ii) Insured and indemnified to the same standard as the Seller;
(iii) Bound by confidentiality and data protection obligations equivalent to this Contract.
c) The Seller shall remain liable to the Buyer for the performance of the sub-contractor.
d) The Buyer shall not contract directly with the Seller’s sub-contractors without the Seller’s consent.
20. NOTICES
(20.1) Method of Giving Notice
a) Any notices given under or pursuant to these General Conditions or any Contract may be sent by:
(i) Hand delivery;
(ii) Post (standard or registered);
(iii) Recorded delivery service;
(iv) Facsimile (fax) – provided evidence of successful transmission is received by the sender;
(v) Email to the email address notified by the party;
(vi) Electronic message via the Seller’s website or customer portal.
b) Notices shall be sent to the address of the party as stated on the Order or such other address as the party may by notice have substituted.
(20.2) Effective Receipt
a) A notice sent by hand shall be deemed received on the day of delivery during normal business hours.
b) A notice sent by post shall be deemed received on the third working day after posting.
c) A notice sent by recorded delivery shall be deemed received on the date of delivery.
d) A notice sent by facsimile shall be deemed received on the date of successful transmission (confirmed by transmission report).
e) A notice sent by email shall be deemed received on the date sent, provided no “undeliverable” notification is received.
f) A notice sent by electronic message via the Seller’s portal shall be deemed received on the date it appears in the Buyer’s account.
21. NO WAIVER
(21.1) No Single Waiver
a) Either party may, in whole or in part, release, compound, compromise, waive, or postpone, in its absolute discretion, any liability owed to it or right granted to it under the Contract by the other party.
b) Such release, waiver, or postponement shall not in any way prejudice or affect its rights in respect of any other liability or right not so released, compounded, waived, or postponed.
(21.2) Failure to Exercise Rights
a) No single or partial exercise or failure or delay in exercising any right, power, or remedy by either party shall constitute a waiver by that party of, or impair or preclude any further exercise of, that or any other right, power, or remedy arising under the Contract or otherwise.
b) The Seller’s failure to enforce any right or remedy shall not constitute a waiver of that right or remedy.
c) The Buyer may not rely on any previous inaction or forbearance as evidence that the Seller has waived any right.
22. INSURANCE AND RISK MANAGEMENT
(22.1) Buyer’s Insurance Obligation
a) The Buyer shall ensure that Goods are adequately insured immediately upon dispatch from the Seller’s premises.
b) The Buyer shall maintain comprehensive insurance cover for all Goods, including:
(i) All-risks or comprehensive coverage;
(ii) Transit insurance if Goods are in transit;
(iii) Storage and warehouse insurance while Goods are held;
(iv) Third-party liability insurance for damage caused by defective Goods.
c) The Buyer shall provide evidence of insurance to the Seller upon request.
(22.2) Public Liability Insurance – Services
a) Where the Buyer requests that Services be performed on the Buyer’s premises (other than the Seller’s workshop), the Buyer shall ensure that the Seller’s employees and agents are covered by the Buyer’s public liability insurance.
b) Alternatively, the Buyer shall reimburse the Seller for any additional insurance costs incurred by the Seller for on-site work.
c) The Buyer shall not unreasonably restrict the Seller’s access to the premises or impose onerous health and safety requirements beyond those required by law.
(22.3) Seller’s Insurance
a) The Seller maintains appropriate insurance cover for its operations, including:
(i) Public and product liability insurance;
(ii) Professional indemnity insurance (where applicable);
(iii) Employer’s liability insurance;
(iv) Vehicle and motor insurance.
b) The Seller’s insurance does not cover losses arising from the Buyer’s misuse or negligence.
23. CONSUMER PROTECTION AND STATUTORY RIGHTS
(23.1) Consumer Rights Act 2022
a) Nothing in these General Conditions shall limit or exclude the Buyer’s statutory rights under the Consumer Rights Act 2022 (insofar as the Buyer is a “consumer” as defined in that Act).
b) For the avoidance of doubt, certain clauses of these General Conditions (including limitations of liability, exclusion of warranties, and requirement for short notification periods) may not apply to consumer transactions.
c) If the Buyer is a consumer purchasing a motor vehicle:
(i) The Buyer has statutory rights under Section 14 of the Consumer Rights Act 2022 requiring that goods are of satisfactory quality and fit for purpose;
(ii) The Buyer has a statutory right to reject goods within 30 days if they do not conform to the contract (the “short-term right to reject”);
(iii) The Buyer has a statutory right to repair or replacement within the first six months where a defect is discovered (with the burden of proof on the Seller after six months);
(iv) The Buyer has a statutory right to price reduction or final rejection if repair or replacement is impossible or disproportionately costly.
d) These statutory rights are in addition to, and not limited by, the terms of these General Conditions.
(23.2) Sale of Goods and Supply of Services Act 1980
a) The Seller shall comply with all obligations imposed by the Sale of Goods and Supply of Services Act 1980, including:
(i) The supply of Services with due care and skill;
(ii) Supply of materials that are sound and fit for purpose;
(iii) Completion of Services within a reasonable time.
b) These obligations are implied in every Contract and cannot be excluded.
(23.3) Non-Consumer Transactions
a) Where the Buyer is not a consumer (i.e., is a business purchaser), many of the statutory protections under the Consumer Rights Act 2022 do not apply.
b) The Buyer acknowledges that they are contracting as a business entity and that they have the opportunity to obtain independent legal advice.
c) The parties may agree to different terms and limitations by express written agreement.
24. LIMITATION OF LIABILITY
(24.1) Consequential Loss Exclusion
a) The Seller shall not be liable to the Buyer for any:
(i) Loss of profit or business opportunity;
(ii) Loss of revenue or income;
(iii) Loss of use or enjoyment;
(iv) Loss of data or business information;
(v) Economic loss or consequential loss;
(vi) Indirect, incidental, or special loss;
(vii) Any loss that could have been avoided by the Buyer taking reasonable precautions.
b) This exclusion applies regardless of whether such loss was foreseeable or whether the Seller was advised of the possibility of such loss.
(24.2) Limitation of Liability – Cap
a) Save for breaches of Clause 18 (Confidentiality) or Clause 11 (Title and Risk), the Seller’s total liability to the Buyer for any breach of the Contract shall not exceed the price paid or payable by the Buyer for the affected Goods/Services.
b) If the liability arises from a defective Service, the Seller’s liability shall be limited to:
(i) Remedying the defect; or
(ii) Refunding the price of the defective Service.
(24.3) Exclusion of Liability – Defined Circumstances
a) The Seller shall not be liable for loss or damage arising from:
(i) The Buyer’s breach of these General Conditions;
(ii) The Buyer’s misuse, abuse, or improper use of the Goods/Services;
(iii) The Buyer’s failure to follow the Seller’s or Manufacturer’s instructions;
(iv) Modification or alteration of Goods by the Buyer without consent;
(v) Use of non-genuine or incompatible parts by the Buyer;
(vi) Failure of the Buyer to take reasonable precautions or obtain insurance;
(vii) Negligence of the Buyer or third parties;
(viii) Normal wear and tear;
(ix) Environmental damage, corrosion, or deterioration;
(x) Acts or omissions of third parties (including transport providers).
b) These exclusions apply in addition to other limitations of liability.
(24.4) No Limitation on Liability for Death or Personal Injury
a) The Seller’s exclusions and limitations of liability do not apply to death or personal injury caused by the Seller’s negligence.
b) To the extent that any limitation of liability is unenforceable under Irish law in relation to death or personal injury, such limitation shall be deleted.
25. COMPLIANCE AND REGULATORY MATTERS
(25.1) Vehicle Registration and Compliance
a) The Seller shall supply Vehicles in compliance with:
(i) Road Traffic Acts and Regulations;
(ii) Vehicle Registration Regulations;
(iii) Road Worthiness Testing Standards;
(iv) Vehicle Safety Standards (including EU Technical Specifications for Interoperability – TSI);
(v) Environmental Regulations (emissions standards, etc.).
b) The Buyer shall be responsible for:
(i) Registering the Vehicle in the Buyer’s name;
(ii) Maintaining compliance throughout the Vehicle’s lifecycle;
(iii) Undertaking annual testing (CVRT) for commercial vehicles;
(iv) Compliance with drivers’ hours regulations.
c) The Seller shall provide all necessary documentation for registration, including test certificates and compliance documentation.
(25.2) Import/Export and Customs Compliance
a) Where Goods are imported into Ireland, the Seller shall ensure compliance with:
(i) Customs regulations and tariff classifications;
(ii) Rules of origin requirements;
(iii) Import duties and tax obligations;
(iv) Customs documentation and declarations.
b) The Buyer shall be responsible for compliance with export regulations in their country, if the Goods are subsequently exported.
c) The Buyer shall reimburse the Seller for any customs duties, tariffs, or taxes incurred by the Seller on the Buyer’s behalf.
(25.3) Health and Safety at Work
a) The Seller’s workshops and facilities comply with Health and Safety at Work legislation.
b) The Buyer shall comply with all health and safety requirements when on the Seller’s premises, including:
(i) Wearing appropriate personal protective equipment (PPE);
(ii) Following all safety instructions and signage;
(iii) Reporting any hazards or accidents;
(iv) Not smoking or consuming alcohol on premises.
c) The Buyer shall assume responsibility for health and safety at the Buyer’s premises where the Seller performs work on-site.
(25.4) Environmental Compliance
a) All Services provided by the Seller comply with environmental legislation, including:
(i) Proper disposal of waste oils and hazardous materials;
(ii) Water pollution prevention;
(iii) Air quality and emissions standards.
b) The Buyer shall be responsible for ensuring Vehicles are operated in compliance with environmental regulations.
26. GENERAL BUSINESS TERMS
(26.1) Entire Agreement
These General Conditions, together with any written Order and written acceptance, constitute the entire and complete agreement between the parties relating to the subject matter and supersede and exclude all prior negotiations, representations, warranties, undertakings, and agreements, whether written or oral.
(26.2) Relationship of Parties
a) Nothing in these General Conditions creates a partnership, joint venture, agency, or employment relationship between the parties.
b) The Buyer is not authorised to represent the Seller or to bind the Seller to any obligation without the Seller’s prior written consent.
c) The Buyer shall not hold themselves out as an agent or representative of the Seller to any third party.
(26.3) Third Party Beneficiaries
a) These General Conditions are made for the benefit of the Seller and the Buyer only.
b) No third party has any right to enforce any provision of these General Conditions.
c) The Buyer may not assign the benefit of any right to a third party without the Seller’s consent.
(26.4) Counterparts
a) The Contract may be executed in counterparts (including by email or electronic signature).
b) Each counterpart constitutes an original, and all counterparts together constitute one agreement.
(26.5) Amendments
a) These General Conditions may only be amended by written instrument signed by authorised representatives of both parties.
b) No course of dealing, course of performance, or trade practice shall be deemed to amend these General Conditions.
c) Any amendment shall be dated and signed by both parties.
(26.6) Survival
a) The following clauses shall survive termination of the Contract:
(i) Clause 11 (Title and Risk) – indefinitely;
(ii) Clause 15 (Indemnity) – for 7 years;
(iii) Clause 17 (Intellectual Property) – as long as the rights exist;
(iv) Clause 18 (Confidentiality) – for 5 years;
(v) Clause 23 (Consumer Protection) – as required by law;
(vi) Clause 24 (Limitation of Liability) – indefinitely.
27. DISPUTE RESOLUTION
(27.1) Informal Resolution
a) If a dispute arises, the parties shall first seek to resolve the matter by good faith negotiation between senior management representatives.
b) Either party may request a meeting to discuss and resolve the dispute within 10 working days of written notice.
(27.2) Mediation
a) If informal resolution fails, either party may propose submission of the dispute to mediation before a mutually acceptable mediator or mediation service.
b) The costs of mediation shall be shared equally unless otherwise agreed.
c) Mediation shall be conducted on a without prejudice basis.
(27.3) Legal Proceedings
a) If the dispute is not resolved by negotiation or mediation within 30 days of notice, either party may commence legal proceedings.
b) All legal proceedings shall be conducted in the Irish Courts (District Court, Circuit Court, or High Court as appropriate, depending on the amount in dispute).
c) The losing party shall bear the reasonable legal costs of the prevailing party.
(27.4) Governing Law
a) These General Conditions and any Contract to which they apply shall be governed by the laws of Ireland.
b) Both parties irrevocably submit to the exclusive jurisdiction of the Irish Courts for the resolution of any disputes.
28. MISCELLANEOUS
(28.1) Interpretation
a) In these General Conditions:
(i) References to “writing” or “written” include email, facsimile, and electronic communication;
(ii) References to “including” shall mean “including without limitation”;
(iii) Headings are for convenience only and do not affect interpretation;
(iv) References to days shall mean calendar days unless specified as “working days” (Monday to Friday, excluding Irish public holidays).
b) Any ambiguity shall not be interpreted against the Seller as the drafter.
(28.2) Contact Details
a) The principal contact details for the Seller are:
Setanta Vehicle Importers Limited
Setanta Vehicle Sales North Limited
Setanta Vehicle Sales South Limited
www.setantatrucks.ie
b) The Buyer shall notify the Seller immediately of any change in contact details or registered address.
(28.3) Compliance with Laws
a) The Seller complies with all applicable Irish laws and regulations, including:
(i) Competition and Consumer Protection Commission (CCPC) regulations;
(ii) Vehicle registration and roadworthiness standards;
(iii) GDPR and data protection laws;
(iv) Health and safety legislation;
(v) Environmental regulations;
(vi) Employment law and statutory rights.
b) These General Conditions shall be interpreted in compliance with all applicable mandatory Irish law.
29. EFFECTIVE DATE, REVIEW, AND B2B CONFIRMATION
(29.1) Effective Date
a) These General Conditions are effective from 1 January 2026 and apply to all Orders placed on or after this date.
b) These General Conditions are business-to-business (B2B) terms and apply exclusively to transactions where the Buyer is acting in the course of a trade, business, profession, or commercial enterprise and is not a consumer.
c) Orders placed prior to this date shall continue to be governed by the General Conditions applicable at the time the Order was placed, unless otherwise agreed in writing.
(29.2) Review and Updates
a) The Seller shall review these General Conditions periodically to ensure they remain compliant with Irish law and reflect best practices in the commercial vehicle industry.
b) The Seller may update these General Conditions from time to time with 30 days’ written notice to the Buyer.
c) Updated terms shall apply to all new Orders placed after the effective date specified in the notice.
d) Continued placement of Orders after notice of amendment shall constitute acceptance of the updated terms.
(29.3) Previous Versions
a) The General Conditions of Sale issued in 2022 and earlier versions are hereby superseded and replaced by these 2026 General Conditions.
b) Any reference in prior correspondence or documents to earlier General Conditions shall be deemed to be a reference to these updated 2026 conditions.
END OF GENERAL TERMS AND CONDITIONS
