Please observe & accept our terms and conditions before proceeding with your purchase:
BENCHMARK FLEET SERVICES LIMITED TERMS OF SALE AND SUPPLY (E SALES) ================================================ 1 Interpretation ================= 1.1 In these Terms: "CLIENT" means the person who accepts Benchmark's Order Form for the sale of the Products and the supply of Services or whose Written order for the Products and/or Services is accepted by Benchmark; "PRODUCTS" means the Products (including any instalment of the Products or any parts for them) which Benchmark is to supply in accordance with these Terms; "Benchmark" means Benchmark Fleet Services Limited (registered in Ireland under number 363031); "CONTRACT" means the contract for the sale and supply of the Products and Services; "CONTRACT TERM" means the duration of the Contract as specified in the Order Form or the Client's written order (as the case maybe) "SERVICES" means the service to be provided by Benchmark to the Client and specified on the Order Form; "ORDER FORM" means the order form to which these Terms are appended; "DESIGNATED WEBSITE" means the website designated by Benchmark through which the Client can access the Services; "DOCUMENT" includes, in addition to a document in writing, a map, plan, design, drawing, picture or other image, or any other record of any information in any form; "INPUT MATERIAL" means any Document or other materials, and any data or other information provided by the Client relating to the Services; "OUTPUT MATERIAL" means any Document or other materials, and any data or other information provided by Benchmark relating to the Services; "STANDARD CHARGES" means the charges shown in Benchmark's brochure or other published material relating to the Services from time to time; "TERMS" means the standard terms set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Client and Benchmark; "WRITING", and any similar expression, includes facsimile transmission and comparable means of communication, including electronic mail. 1.2 A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re enacted or extended at the relevant time. 1.3 The headings in these Terms are for convenience only and shall not affect their interpretation. 2 Basis of the sale ==================== 2.1 Benchmark shall sell and provide the Products and Services to the Client who shall purchase the Products and receive the Services in accordance with the Order Form (if accepted by the Client), or the Client's Written order (if accepted by Benchmark), subject in either case to these Terms, which shall govern the Contract to the exclusion of any other terms subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Client. 2.2 No variation to these Terms shall be binding unless agreed in Writing between the authorised representatives of the Client and Benchmark. 2.3 The Client shall at its own expense retain duplicate copies of all Input Material. Benchmark shall have no liability for any such loss or damage, however caused. All Output Material shall be at the sole risk of the Client form the time of delivery to or to the order of the Client. 2.4 Benchmark's employees or agents are not authorised to make any representations concerning the Products and/or Services unless confirmed by Benchmark in Writing. In entering into the Contract the Client acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation. 2.5 Any advice or recommendation given by Benchmark or its employees or agents to the Client or its employees or agents as to the application or use of the Products or Services which is not confirmed in Writing by Benchmark is followed or acted upon entirely at the Client's own risk, and accordingly Benchmark shall not be liable for any such advice or recommendation which is not so confirmed. 2.6 The Services shall be provided in accordance with the Order Form and otherwise in accordance with Benchmark's current brochure or other published literature relating to the Services from time to time, subject to these Terms. 2.7 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Benchmark shall be subject to correction without any liability on the part of the Benchmark. 2.8 To register with Benchmark the Client must be over 17 years of age. 3 Orders and specifications =========================== 3.1 No order submitted by the Client shall be deemed to be accepted by Benchmark unless and until confirmed in Writing by Benchmark's authorised representative. 3.2 The Client's order is an offer to purchase Services from Benchmark. The Services will be made available to the Client once payment has been authorised. There will be no contract of any kind between Benchmark unless and until the Client has made an authorised payment for the Services. At any point up until then, Benchmark may decline to supply the Services to the Client without giving any reason. 3.3 The Client shall be responsible to Benchmark for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Client, and for giving Benchmark any necessary information relating to the Products and/or Services within a sufficient time to enable the Benchmark to perform the Contract in accordance with its terms. 3.4 The quantity, quality and description of the Products and/or Services and any specification for them shall be as set out in the Order Form (if accepted by the Client) or the Client's order (if accepted by Benchmark). 3.5 Benchmark reserves the right to make any changes in the specification of the Products and/or Services which are required to conform with any applicable statutory or E.U. requirements or (where the Products are to be supplied to Benchmark's specification) which do not materially affect their quality or performance. 3.6 No order which has been accepted by Benchmark may be cancelled by the Client except by notice in Writing to Benchmark . 3.7 The Client must ensure that the details provided by them on registration or at any time are correct and complete. 3.8 The Client must inform Benchmark immediately of any changes to the information that the Client provided when registering by updating their personal details via the Tripometer Portalm in order that Benchmark can communicate with the Client effectively. 4 Price of the Products ======================= 4.1 The price of the Products shall be the Benchmark's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Benchmark's published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the Client, after which time Benchmark may alter them without giving notice to the Client. 4.2 The fees for the Standard Charges are calculated and payable in advance as set out in the Order Form. Benchmark shall be under no obligation to provide the Services until the Standard Charges have been paid. 4.3 In respect of the Services, the Client shall pay Benchmark's Standard Charges and any additional sums which are agreed between Benchmark and the Client for the provision of the Services or which, in Benchmark's sole discretion, are required as a result of the Client's instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Client. 4.4 Except as otherwise stated in Benchmark's Order Form or in any price list of the Benchmark, and unless otherwise agreed in Writing between the Client and Benchmark, all prices are given by Benchmark on an ex works basis, and where Benchmark agrees to deliver the Products otherwise than at Benchmark's premises, the Client shall be liable to pay Benchmark's charges for transport, packaging and insurance. 4.5 The price for the Products and Services is exclusive of any applicable value added tax, which the Client shall be additionally liable to pay to Benchmark. 4.6 Authority for credit card payments must be given at the time of the Client placing the order. The Standard Charges include the credit card transaction fee that is payable. 5 Terms of payment ================== 5.1 Subject to any special terms agreed in Writing between the Client and Benchmark, Benchmark may invoice the Client for the price of the Products on or at any time after it has accepted an order for the Products and/or Services. 5.2 The Client shall pay the charges for the Products and/or the Services prior to delivery of the Products or the commencement of the Services, but in any event within 30 days of the date of the invoice. Benchmark shall be entitled to recover its charges, notwithstanding that delivery may not have taken place and the property in the Products has not passed to the Client. The time of payment of the charges shall be of the essence of the Contract. 5.3 If Benchmark has received payment for the Services from the Client and Benchmark has made the Services available to the Client, the Client is not able to cancel any purchase of the Services after the Services are made available. 5.4 If the Client fails to make any payment on the due date then, without limiting any other right or remedy available to Benchmark, Benchmark may: 5.4.1 cancel the contract or suspend any further deliveries of the Products or the provision of Services to the Client; 5.4.2 appropriate any payment made by the Client to such of the Products and/or Services (or the Products supplied under any other contract between the Client and Benchmark) as Benchmark may think fit (notwithstanding any purported appropriation by the Client); and 5.4.3 charge the Client interest (both before and after any judgment) on the amount unpaid, at the rate of 3 per cent per annum above Bank of Ireland's base rate from the due date of payment until payment in full is made. 6 Delivery ========== 6.1 Delivery of the Products shall be made by the Client collecting the Products at Benchmark's premises at any time after Benchmark has notified the Client that the Products are ready for collection or, if some other place for delivery is agreed by Benchmark, by Benchmark delivering the Products to that place. 6.2 Any dates quoted for delivery of the Products or provision of the Services are approximate only and Benchmark shall not be liable for any delay in delivery of the Products or provision of the Services however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by Benchmark in Writing. The Products may be delivered by Benchmark in advance of the quoted delivery date on giving reasonable notice to the Client. 6.3 Where the Products are to be delivered or Services are to be provided in instalments or intervals respectively, each delivery and/or provision of a Service shall constitute a separate contract and failure by Benchmark to deliver or provide any one or more of the instalments in accordance with these Terms or any claim by the Client in respect of any one or more instalments shall not entitle the Client to treat the Contract as a whole as repudiated. 6.4 If Benchmark fails to deliver the Products or supply the Services (or any part thereof) for any reason other than any cause beyond Benchmark's reasonable control or the Client's fault, and Benchmark is accordingly liable to the Client, Benchmark's liability shall be limited to the cost to the Client to obtain similar Products or Services from a third party to replace or supplement those not delivered. 6.5 If the Client fails to take delivery of the Products or fails to give Benchmark adequate delivery instructions at the time stated for delivery of the Products or performance of the Services (otherwise than by reason of any cause beyond the Client's reasonable control or by reason of Benchmark's fault) then, without limiting any other right or remedy available to Benchmark, Benchmark may: 6.5.1 store the Products until actual delivery and charge the Client for the reasonable costs (including insurance) of storage; or 6.5.2 sell the Products at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Client for the excess over the price under the Contract or charge the Client for any shortfall below the price under the Contract. 6.6 When payment for the Services has been authorised Benchmark will provide the Client with a user ID and password to allow the Client to access the Designated Website. In order to prevent fraud, the Client must keep this password confidential and must not disclose it or share it with anyone. If the Client knows or suspects that someone else knows the password the Client should notify Benchmark immediately in writing. 6.7 If Benchmark has reason to believe that there is likely to be a breach of security or misuse of the Designated Website, Benchmark may require the Client to change their password or Benchmark may suspend the Client's account. 7 Risk and property =================== 7.1 Risk of damage to or loss of the Products shall pass to the Client: 7.1.1 in the case of Products to be delivered at Benchmark's premises, at the time when Benchmark notifies the Client that the Products are available for collection; or 7.1.2 in the case of Products to be delivered otherwise than at Benchmark's premises, at the time of delivery or, if the Client wrongfully fails to take delivery of the Products, the time when Benchmark has tendered delivery of the Products. 7.2 Notwithstanding delivery and the passing of risk in the Products, or any other provision of these Terms, the property in the Products shall not pass to the Client until Benchmark has received in cash or cleared funds payment in full of the price of the Products and all other Products and Services agreed to be sold and/or provided by Benchmark to the Client for which payment is then due. 7.3 Until such time as the property in the Products passes to the Client, the Client shall hold the Products as Benchmark's fiduciary agent and bailee, and shall keep the Products separate from those of the Client and third parties and properly stored, protected and insured and identified as Benchmark's property, but the Client may resell or use the Products in the ordinary course of its business. 7.4 Until such time as the property in the Products passes to the Client (and provided the Products are still in existence and have not been resold), Benchmark may at any time require the Client to deliver up the Products to Benchmark and, if the Client fails to do so forthwith, enter on any premises of the Client or any third party where the Products are stored and repossess the Products. 7.5 The Client shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of Benchmark, but if the Client does so all moneys owing by the Client to the Benchmark shall (without limiting any other right or remedy of Benchmark) forthwith become due and payable. 8 Warranties and liability ========================== 8.1 Subject to the following provisions Benchmark warrants that : 8.1.1 the Products will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from the date of their delivery; 8.1.2 the Services will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Order Form and at the intervals and within the times referred to in the Order Form. 8.2 The above warranty is given by Benchmark subject to the following conditions: 8.2.1 Benchmark shall be under no liability in respect of any defect in the Products arising from any drawing, design or specification supplied by the Client; 8.2.2 Benchmark shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Benchmark's instructions (whether oral or in Writing), misuse or alteration or repair of the Products without Benchmark's approval; 8.2.3 Benchmark shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total charges for the Products and/or the Services has not been paid; 8.2.4 the above warranty does not extend to parts, materials or equipment not manufactured by Benchmark, in respect of which the Client shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Benchmark. 8.2.5 Benchmark shall be under no liability for Output Material which is incorrect as a result of inaccurate Input Material provided by the Client. 8.2.6 Benchmark shall be under no liability under the above warranty in relation to the accuracy of the Output Material. If Benchmark is informed of any innacuracies in the Output Material it will make reasonable endeavours to correct the innacurracies as soon as it reasonably can. 8.2.7 Benchmark shall be under no liability under the above warranty in relation to the Designated Website as far as satisfying the Client's requirements. Benchmark cannot guarantee that the Services will be fault-free. If a fault occurs with the Designated Website the Client should report it to Benchmark who will make reasonable endeavours to correct the fault. 8.2.8 Benchmark shall be under no liability for the Client's access to the Designated Website being restricted. The Designated Website may be temporarily unaccessible to allow for repairs, maintanence or the introduction of new facilities or services. Benchmark will make reasonable endeavours to restore the service as soon as it can. 8.3 A claim by the Client which is based on any defect in the quality or condition of the Products or their failure to correspond with specification shall (whether or not delivery is refused by the Client) be notified to Benchmark within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Client does not notify Benchmark accordingly, the Client shall not be entitled to reject the Products and Benchmark shall have no liability for such defect or failure, and the Client shall be bound to pay the price as if the Products had been delivered in accordance with the Contract. 8.4 Where a valid claim in respect of any of the Products which is based on a defect in the quality or condition of the Products or their failure to meet specification is notified to Benchmark in accordance with these Terms, Benchmark may replace or repair the Products (or the part in question) free of charge or, at Benchmark's sole discretion, refund to the Client the price of the Products (or a proportionate part of the price), in which case Benchmark shall have no further liability to the Client. 8.5 Except in respect of death or personal injury caused by Benchmark's negligence, or liability for defective products under the Consumer Protection Act 1987, Benchmark shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of Benchmark, its employees or agents or otherwise) which arise out of or in connection with the supply of the Products and/or the provision of the Services (including any delay or failure to supply the Products and/or the provision of the Services in accordance with the Contract or at all) or their use or resale by the Client, and the entire liability of Benchmark under or in connection with the Contract shall not exceed the price of the Contract, except as expressly provided in these Terms. 8.6 Benchmark shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Benchmark's obligations in relation to the Products and/or the Services, if the delay or failure was due to any cause beyond Benchmark's reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Benchmark's reasonable control: 8.6.1 Act of God, explosion, flood, tempest, fire or accident; 8.6.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition; 8.6.3 acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; 8.6.4 import or export regulations or embargoes; 8.6.5 strikes, lock outs or other industrial actions or trade disputes (whether involving employees of the Benchmark or of a third party); 8.6.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery; 8.6.7 power failure or breakdown in machinery. 9.Duration and Termination =========================== 9.1 This Agreement shall come into force on the date specified in the Order Form and, subject to earlier termination in accordance with the terms set out herein shall continue in force for the Contract Term and thereafter unless or until terminated by either party giving to the other not less than six months written notice expiring on the anniversary of the date of the Contract. 9.2 Benchmark may terminate the Client's access to the Services by written notice if the Client is in material breach of the Terms and Conditions and the breach is not remedied within the period of 14 days after written notice of the breach has been given to the Client. If Benchmark reasonably believe the Client's breach of these Terms & Conditions affects Benchmark's lawful operation of the Services or third party customers Benchmark may suspend the Client's access to the Services at any time. 10. Insolvency of Client ======================= 10.1 This clause 10 applies if: 10.1.1 the Client makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or 10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Client; or 10.1.3 the Client ceases, or threatens to cease, to carry on business; or 10.1.4 the Benchmark reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly. 10.2 If this clause applies then, without limiting any other right or remedy available to Benchmark, Benchmark may cancel the Contract or suspend any further deliveries or the provision of Services under the Contract without any liability to the Client, and if the Products have been delivered but not paid for the price and the balancing charges relating to the Services shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary. 11. Rights in Input Material ============================ 11.1 The property and any copyright or other intellectual property rights in: 11.1.1 any Output Material shall belong to Benchmark but the Client shall be entitled to use the Output Material for the purposes of utilising the Services by way of a non-exclusive licence, subject to payment in full of all sums payable under the Contract; 11.1.2 any Input Material shall belong to the Client but Benchmark shall be entitled to use such Input Material for the purpose of providing the Services. 11.2 Any Input Material or any other information provided by the Client, which is so designated by the Client, shall be kept confidential, but the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through not fault of the other party. 12. Data Protection =================== 12.1 Benchmark and the Client shall comply with the provisions of the Data Protection Act 1998 ('DPA') and shall not do anything which may cause the other party to infringe the DPA. 12.2 Each party warrants that it has made all registrations required of it, under any applicable data protection legislation and in respect of any Personal Data processed by a party in connection with this Contract and each party warrants to the other, that it complies and shall continue to comply with all applicable provisions of the DPA or other applicable data protection legislation, including data protection principles. 12.3 Each party warrants to the other that it has in place and undertakes to maintain throughout the term of the contract, appropriate technical and organisational measures against the accidental, unauthorised or unlawful processing, destruction, loss, damage or disclosure of any personal data and adequate security program and procedures to ensure that unauthorised persons do not have any access to any equipment used to process such data, but each party recognises that within the context of the internet there can be no absolute guarantee that unauthorised or unlawful access, processing or similar will not occur. 13 General ========== 13.1 A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. 13.2 No waiver by Benchmark of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision. 13.3 If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected. 13.4 The Contract shall be governed by the laws of the Republic of Ireland, and the Client agrees to submit to the exclusive jurisdiction of the Irish courts.
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