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Home »  TERMS & CONDITIONS

TERMS & CONDITIONS

Terms and Conditions of Sale of O’Reilly’s Wholesale Ltd

 

 

These conditions of sale apply to and form every contract between O’Reilly’s Wholesale Ltd (the Supplier) and you “the Buyer” for the Sale and purchase of goods (each an agreement). No terms and/or conditions which the Buyer may seek to impose shall apply or have effect.

Prices

Prices charged are those applicable on the date of delivery and as stated on the invoice. Any price queries must be reported to O’Reilly’s Wholesale Ltd Accounts Department within 7 days of the invoice date, if not so reported the Buyer is deemed to have accepted the price of the goods.

Payment

Accounts are due for payment within 14 days of invoice date (unless otherwise agreed by O’Reilly’s Wholesale Ltd Credit Management).  If you default in making payment to us when due, we shall suspend deliveries. All undisputed invoices should be paid regardless of any dispute that may exist as to other delivered or undelivered goods. With respect to any disputed invoices, all amounts not in dispute shall be paid by the Buyer.  There will be an administration charge for any unpaid cheques or Direct Debits returned by the Bank.

The Supplier reserves the right to charge Agency Collection costs on all accounts not paid in accordance with this condition. Trading will not resume with the Buyer until all costs have been paid in full. We may charge interest at 5% a year above the base lending rate of the Bank of England on overdue accounts. Interest shall accrue from day to day (both before and after any judgement) on any sum payable under these terms which is unpaid when due, until payment is received in full. Payment by Cheque or other credit transfer shall not be deemed to be made until the amount credited is in cleared funds to our bank account. We may off set sums owed to you against sums owed to us from time to time.

Title to Goods

Notwithstanding the following retention of title provision, all goods shall be at the risk of the Buyer from the moment of delivery to the Buyer or its agent.

The ownership of the goods shall remain with the Supplier and not pass to the Buyer until such time as payment has been received in full by the Supplier in respect of all goods supplied to the Buyer. Until ownership of the goods has passed to the Buyer, the Buyer shall hold the goods on a fiduciary basis as the Supplier’s bailee.

Without prejudice to the Buyer’s continuing fiduciary obligations to the Supplier as agent and bailee of the goods, until otherwise notified by the Seller in writing or until the happening of anything that terminates the Buyer’s right to possession of the goods, the Buyer may resell the goods before ownership has passed to it solely on the following conditions:

·         Any sale shall be effected in the ordinary course of the Buyer’s business at full market value: and

·         Any such sale shall be a sale of the Supplier’s property on the Buyer’s behalf and the Buyer shall deal as principal when making such a sale.

The Buyer’s right to possession of the goods shall terminate immediately if:

·          

The Buyer has a bankruptcy, winding up or administration order made against it or makes an arrangement or composition with it’s creditors, passes a resolution or enter into liquidation or has a receiver and/or manager, provisional liquidator, administrator or administrative (or equivalent officer) appointed over it’s undertaking or any part thereof; or

 

·         The Buyer suffers or allows any execution, whether legal or equitable, to be levied on it’s property or obtained against it, or fails to observe or perform any of it’s obligations under these conditions or other contract between the Supplier and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade;

The Supplier shall be entitled to recover payment for the goods notwithstanding that ownership of any of the goods has not passed from the Supplier.

The Buyer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.

On termination of the Contract, however caused, the Supplier’s (but not the Buyer’s) rights contained in this condition shall remain in effect.

Orders

The Supplier reserves the right to cancel or reduce any orders, or suspend delivery in the event of the Supplier being unable to execute them either wholly or in part or for any other reason.

Delivery

The Supplier shall not be responsible or liable in any way for any delay in delivery of goods.

 

 

Pallets/Cages/Crates

The Buyer obtains no right or title to any of the pallets accompanying the goods that the Supplier sells to it. The Buyer will not dispose of them, and will return them to the Supplier in substantially the same conditions as when delivered either as a one for one exchange at the time of delivery or in strict accordance with any mutually agreed pallet pool system in operation at the time.

Cages will be charged out and will be credited when returned.

All Crates remain the property of O’Reilly’s Wholesale Ltd at all times.

 

Damages/Incorrect Delivery

The Buyer shall upon delivery thoroughly check the goods and any discrepancies MUST be marked accordingly on the delivery paperwork upon delivery. The Buyer must notify the Supplier of any damage, defect or discrepancy within 24 hours of delivery. The Supplier shall not be obliged to consider any claim not made in accordance with this condition.

The Supplier shall not be liable for Goods whose recommended date of sale or use has passed or any deterioration on Goods arising as a result of the Buyers act or default which occurs after such Goods have been delivered to the Buyer.

Exclusions and Limitations of Liability

All warranties, representations, guarantees, conditions and terms, other than those expressly  set out in these conditions of sale, whether expressed or implied by statute, common law, trade usage or otherwise and whether written or oral are expressly excluded to the fullest extent permissible by law.

The Supplier’s maximum aggregate liability under, arising from or in connection with the supply of goods to the Buyer (whether in contract, tort (including negligence) or otherwise) shall be limited to a sum equivalent to the price of the goods in respect of which such liability arises.

The Supplier shall not in any circumstance be liable to the Buyer for any claim, whether arising in contract, tort (including negligence), misrepresentation or otherwise for:

·         Any loss of profit, revenue, anticipated savings, business or contract: and

·         Any sub sequential, economic or other indirect loss.

The Buyer accepts that the limitations and exclusions set out in these terms are reasonable having regards to all the circumstances.

Severability

If any part of any provision of any Agreement shall be invalid or unenforceable, then the remainder of such provision and all other provisions of the Agreement shall remain valid and enforceable.

Applicable Law

Each Agreement and any non-contractual obligations arising out of or in connection with any Agreement shall be construed in accordance with English/Irish law and the parties irrevocably submit to the exclusive jurisdiction of the English/Irish Courts to settle any disputes which may arise in connection with any Agreement.

 

We reserve the right to change the above terms and conditions of sale.