GENERAL TERMS AND CONDITIONS
1- How this agreement is structured.
1.1 This Agreement comprises (i) these general terms and conditions (“GTC’S”) set out below; and (ii) the Order.
1.2 When we use “BFL Ireland”, “we”, “us” and “our” in this Agreement we mean BFL Ireland a.k.a. Akawak, company number 682356, with its registered office at 5 Belfield Abbey, Boreenmanna Road, Cork, T12 VEY1, Ireland. When we use “Buyer”, “you” and “your” in this Agreement we mean you, our customer, with whom we make this Agreement.
1.3 These GTC’S may be changed by us at any time with immediate effect to reflect changes in the law, regulatory guidance or any code of practice applying to us. We further reserve the right to change this Agreement at any time in which case we will notify you at least 30 days before the change takes effect. Without prejudice to the foregoing the GTC’S in force at the time of the Order will apply.
In these GTC’s the following words and expressions shall have the following meanings:
the European Union trade mark registered with the EUIPO, under number 018225886;
Monday to Friday inclusive during the hours of 09.00 to 17.30, excluding bank and other public holidays in Ireland;
Intellectual Property Rights owned by the Buyer;
a written confirmation of an Order with an invoice (that identifies the Order’s Products and their quantity) and copy of these GTC’S issued by BFL Ireland to the Buyer;
has the meaning given to it in Clause 3.1.1
the European Union trade mark registered with the EUIPO, under number 018225888;
Force Majeure Event
has the meaning given to it in Clause 12.1
has the meaning given to it in Clause 3.1.2;
the European Union trade mark registered with the EUIPO, under number 018225418;
Intellectual Property Rights
all registered patents, trade marks, service marks and designs, applications for any of the foregoing, trade and business names, unregistered trade marks and service marks, database rights, ideas, inventions, discoveries, concepts, improvements to existing technology, processes, know-how, copyright (present and future), rights in designs (whether registerable or not), invention rights under licences and consents in relation to any such rights, any right in or licence to use or other entitlement in connection with any domain name (in each case to the fullest extent of it, for the full period of it and all extensions and renewals of it) and rights of the same or similar effect or nature in any part of the world existing now or in the future created and goodwill in relation to these rights;
the Buyer’s Order for any Product, submitted (i) via the Buyers account on the Website; or (ii) by email to BFL Ireland;
GST18E12 – 12 V
has the meaning given to it in Clause 5.1 and “Prices” shall be construed accordingly;
has the meaning given to it in Clause 3.1;
has the meaning given to it in Clause 6.4;
the BFL Mark, the I.P.E Mark and the I.P.G Mark;
an individual end user of the Products;
value added tax chargeable under the Value-Added Tax Acts in Ireland and any similar replacement tax and any similar additional tax;
has the meaning given to it in Clause 8.2; and
3.1 BFL Ireland supplies the following products:
3.1.1 the electromagnetic polarity inverter (“I.P.E Device”), a device emitting very low frequency electromagnetic fields (not affecting health) water molecules present in the walls to fall back by gravity, of which it is the exclusive owner; and
3.1.2 the Geomagnetic Polarity Inverter (“I.P.G Device”), a device using the electromagnetic field to reverse the polarity of water molecules, making it possible to stop all upwelling by capillarity, of which it is the exclusive owner
3.2 When the Buyer places an Order for any Product a description of such Product will be included in the Confirmation provided to the Buyer in accordance with Clause 4.
3.3 The Buyer shall be responsible to BFL Ireland for ensuring the accuracy of the terms of any Order submitted by the Buyer and for giving BFL Ireland any necessary information relating to the Products within a sufficient time to enable BFL Ireland to perform the Agreement in accordance with its terms.
3.4 The Products in an Order may be customised by BFL Ireland with the Buyer’s IPR by providing BFL Ireland with copies of the relevant Buyer’s IPR in pdf format when the Buyer places an Order with BFL Ireland.
3.5 Where Products have been customised with Buyer’s IPR in accordance with this Agreement:
3.5.1 the Buyer warrants that it is the sole legal and beneficial owner of, and owns all the rights and interests in, the Buyer’s IPR; and
3.5.2 the Buyer shall indemnify BFL Ireland against all and any losses, liabilities, damages, fines, penalties, costs and expenses (including all legal fees and court costs incurred by it) in respect of any claim made against BFL Ireland for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with BFL Ireland’s use of the Buyer’s IPR.
3.6 Except as otherwise agreed in these GTC’S all drawings, designs, descriptive matters, samples, specifications, catalogues, brochures, photographs, technical literature and advertising matter are published or issued for the sole purpose of giving an approximate idea of the goods described in them. No information contained in any of them or in any other document whatever shall form part of the contractual description of the Products nor shall they form part of the Agreement and BFL Ireland shall not be liable for any inaccuracies or omissions in them.
4.1 You may only open one user account on the Website. When registering for an account on the Website you agree to provide accurate, current and complete information and to promptly update the information that you provide to us when it changes.
4.2 If you choose, or you are provided with, a password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. You shall be responsible for maintaining the confidentiality of your password and are fully responsible for all activities that occur under your username and password.
4.3 Each time the Buyer places an Order with BFL Ireland the Buyer must confirm acceptance of these GTC’S. By placing an Order the Buyer is offering to purchase the Products specified in that Order subject to these GTC’S and in return for the Buyer’s payment of the Price.
4.4 When the Buyer issues an Order or the Buyer accepts delivery of the Products this constitutes acceptance of these GTC’S. Any additional or different terms or modifications to this Agreement proposed by the Buyer, whether in an Order or otherwise, are expressly rejected by Seller and are not part of this Agreement.
4.5 After the Buyer places an Order, BFL Ireland shall send the Confirmation by email to the Buyer. This Confirmation constitutes acceptance by the Seller of the Order.
4.6 After BFL Ireland sends the Buyer a Confirmation, the relevant Order may not be cancelled, reduced or otherwise modified without the prior written agreement of both parties.
4.7 BFL Ireland may reject all or any part of your Order without liability to the Buyer if BFL Ireland has not received the Price specified in the relevant Confirmation and/or the Buyer has failed to make payment of invoices that are due for previous Orders.
5.1 All fees and charges (the “Price”) for Products shall be as stated in the First Schedule to these GTC’S. The Price payable for an Order shall be applicable Prices for Products at the date of the Confirmation for that Order. Prices may change from time to time, but price changes will not affect any Order for which a Confirmation has been issued by BFL Ireland to the Buyer.
5.2 The price for the goods is payable in euro by cheque or by bank transfer to the account specified in the invoice.
5.3 All sums payable to BFL Ireland under this Agreement are exclusive of VAT, and the Buyer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice.
5.4 From time to time, BFL Ireland may offer discounts on Prices, which may apply to any, or certain specified purchases in an Order. Any discount will appear on the relevant invoice for the discounted Order and discounts may be subject to specific terms and conditions specified at the time the discount is available, which form part of these GTC’S.
5.5 Payment for the Products is to be made within thirty (30) days of the date of the relevant invoice. The Buyer agrees that the time for payment of the Products shall be of the essence. BFL Ireland may cancel an Order if the Buyer breaches its payment obligations under this Clause 5.
5.6 If BFL Ireland does not receive the Buyer’s payment in full for an Order in accordance with Clause 5.5, without prejudice to any other right or remedy available to BFL Ireland, we are entitled to:
5.6.1 terminate the Order or suspend any delivery of any Product (whether ordered under the same Order or not) to the Buyer;
5.6.2 suspend all further manufacture, delivery, or other performance obligation of BFL Ireland under these GTC’S until payment has been made in full; and/or
5.6.3 stop any Product in transit to the Buyer.
5.7 If the Buyer fails to make any payment due to us by the due date set out in the relevant invoice, then, without limiting our remedies under these GTC’S, the Buyer shall pay interest on the overdue amount at the rate of 3% a year above [the European Central Bank’s] base rate from time to time. This interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Buyer shall pay the interest together with the overdue amount.
6.1 BFL Ireland uses a third party delivery service to deliver Orders. BFL Ireland instruct our third party delivery service to deliver Orders within fifteen (15) days from the date of Confirmation, but time is not of the essence as to the delivery of Products and BFL Ireland is not in any circumstances liable for any delay in delivery, however caused.
6.2 BFL Ireland may arrange multiple shipments for delivery of Products in the same Order. The Buyer acknowledges that where an Order is dispatched in multiple shipments the delivery times and dates for the Products in that order may vary.
6.3 Delivery of the Products shall be made by BFL Ireland delivering the Products to the place agreed for delivery in the Order, upon receipt by BFL Ireland of full payment under an Order. BFL Ireland shall have no liability for any failure or delay in delivering an Order to the extent that any failure or delay is caused by the Buyer’s failure to provide a delivery address or otherwise comply with its obligations under this Agreement.
6.4 All standardised packaging for delivered Products is at BFL Ireland’s expense and complies with applicable rules and regulations applicable to the Products. If the Buyer request specific packaging (“Specification”) to be used to deliver any Products, the Buyer shall:
6.4.1 prior to the shipment of the Order notify BFL Ireland in writing of the relevant Specification; and
6.4.2 pay directly any costs incurred by the Specification.
7- Risk and title
7.1 Risk in the Products shall pass to the Buyer immediately upon their being dispatched for delivery.
7.2 Title to the Products shall pass to the Buyer as soon as BFL Ireland receives payment in full in cleared funds for the Products, including all delivery charges.
8- Inspection of the products
8.1 The Buyer undertakes upon taking delivery of an Order to inspect the Products to verify compliance with the terms of this Agreement and applicable criteria or Specifications.
8.2 Any claim by the Buyer which is based on the Products’ defect or failure shall (whether or not delivery is refused by the Buyer) be notified by registered letter to BFL Ireland:
8.2.1 (where the defect or failure was apparent on reasonable inspection) within seven (7) Business Days from the date of the Buyer’s receipt of the Product; or
8.2.2 (where the defect or failure was not apparent on reasonable inspection) within seven (7) Business Days after discovery of the defect or failure or the time when the defect or failure ought reasonably to have been discovered by the Buyer
(the “Warranty Period”).
8.3 In the event of any notification of Product defect or failure by the Buyer under Clause 8.2 BFL Ireland or its appointed representative will be permitted access to the Buyer’s premises for the purpose of inspecting such Product on five (5) Business Days’ notice to determine any defect to, or failure of, the relevant Product.
8.4 BFL Ireland shall have thirty (30) Business Days from the date of notification under Clause 8.2 to remedy any Product defect or failure. The Buyer undertakes during the Warranty Period not to and not to engage any third party to intervene with BFL Ireland’s right to repair or replace such Product.
9.1 BFL Ireland represents and warrants to the Buyer with respect to the Products:
9.1.1 they will conform to their description by BFL Ireland, are fit for their intended uses, are merchantable, free from defects, and free from all liens and encumbrances when sold to the Buyer; and
9.1.2 they comply with all applicable laws.
9.2 Subject to Clause 9.3 BFL Ireland undertakes at its sole discretion, to replace any Product which is found to be defective as a result of faulty materials or workmanship within the Warranty Period.
9.3 BFL Ireland shall not in any circumstances be liable for a breach of the warranty in Clause 9.1 if:
9.3.1 the Products has been damaged by the Buyer or a person under the Buyer’s direction or control;
9.3.2 the defect arises because the Buyer or its authorised person failed to follow BFL Ireland’s oral or written instructions as to the storage or use of the Product; or
9.3.3 the damage or defect to the Product was caused by improper use or storage of the Product outside its normal application.
9.4 BFL Ireland warrants to a User:
9.4.1 an I.P.E Device will conform to its description by BFL Ireland, is fit for its intended uses and is merchantable for a period of thirty (30) years from the date of purchase by the User;
9.4.2 a I.P.G Device will conform to its description by BFL Ireland, is fit for its intended uses and is merchantable for a period of thirty (30) years from the date of purchase by the User;
9.4.3 the Power Supply will conform to its description by BFL Ireland, is fit for its intended uses and is merchantable for a period of two (2) years from the date of purchase by the User.
9.5 BFL Ireland shall not in any circumstances be liable for a breach of the warranty in Clause 9.4 if the I.P.E Device or I.P.G Device or Power Supply (as relevant):
9.5.1 has been damaged or opened by the User or another person;
9.5.2 has not been installed in accordance with BFL Ireland’s instructions; or
9.5.3 a Force Majeure Event occurs.
9.6 Except for the warranties in Clauses 9.1 and 9.4 and subject to Clause 11.2 all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.1 BFL Ireland may at any time assign, subcontract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights under this Agreement.
10.2 The Buyer may at any time and at its own cost assign, subcontract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights under this Agreement, provided that it gives prior written notice to BFL Ireland.
11.1 Except for the warranties in Clause 9 and subject to Clause 11.2 BFL Ireland shall have no liability to the Buyer or any User of Products.
11.2 Nothing in these GTC’S shall exclude the liability of BFL Ireland for:
11.2.1 breach of its obligations arising under section 12 of the Sale of Goods and Supply of Services Act 1980;
11.2.2 personal injury or death resulting from its negligence;
11.2.3 any liability which it cannot exclude or limit by law; or
11.2.4 fraud or fraudulent misrepresentation.
12- Force Majeure
12.1 BFL Ireland shall not be liable if its performance is delayed or made impossible or commercially impracticable due to acts of God, civil commotion, terrorism, military authority, war, riot, fire, labor trouble or strikes, unavailability of materials or components, explosion, breakdown or accident, delay in transportation, plant shutdown, COVID-19 or other pandemic or an event arising as a result of such pandemic, compliance with governmental requests, laws, regulations, order or actions, unforeseen circumstances, or causes beyond such party’s reasonable control (“Force Majeure Event”).
12.2 BFL Ireland will promptly notify the Buyer in writing of a Force Majeure Event and in such circumstances BFL Ireland shall be entitled to suspend performance of its obligations affected by the Force Majeure Event.
12.3 The parties shall continue to perform all obligations under this Agreement not affected by a Force Majeure Event.
13.1 The Buyer shall remain responsible for all Products it resells to, and installs for, third parties (regardless that title may have passed at an earlier time). The Buyer shall, at its own cost, insure the Products and all other goods, materials and equipment for their full replacement value while they are at its risk and shall provide BFL Ireland with a copy of the relevant insurance policy on request
14- Intellectual property
14.1 The Buyer acknowledges BFL Ireland is the owner of the Intellectual Property Rights (including the Trade Marks) in the Products.
14.2 The Seller grants the right to the Buyer to resell the Products utilising and bearing any of the Trade Marks or other Intellectual Property Rights owned by BFL Ireland and applied to the Products.
14.3 The Buyer recognises that BFL Ireland has invested time, resource, expense and skill in building up its Intellectual Property Rights including the Trade Marks and BFL Ireland is at all times and in its sole discretion entitled to maintain the reputation, integrity and standing of the Intellectual Property Rights and set out conditions as to the way they are used.
14.4 BFL Ireland shall be entitled to revoke the Buyer’s right to use any of BFL Ireland’s Intellectual Property Rights if in its sole discretion the Buyer does any act likely to affect the reputation and standing of any mark which for this purpose can include any breach of these GTC’S and without limitation, failure to properly display, excessive discounting, insolvency, or engaging in the supply of counterfeit merchandise including engaging in the supply of counterfeit merchandise in respect of goods not supplied or owned by BFL Ireland.
14.5 BFL Ireland grants to the Buyer a licence to use the Intellectual Property Rights owned by it and which the Buyer needs to use for the purpose of the reselling the Products.
14.6 The Buyer grants to BFL Ireland a non-exclusive, non-transferrable, royalty free, revocable licence (without the right to grant sub-licence) to use the Buyer IPR for purpose of customising the Products and to advertise the Products.
15- Communication media
15.1 BFL Ireland may provide to the Buyer branding guidelines as amended from time to time to promote and advertise the Products. The Buyer shall have no obligation to use the branding guidelines.
16.1 If any provision of these GTC’S (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of these GTC’S, and the validity and enforceability of the other provisions of these GTC’S shall not be affected. If a provision of these GTC’S (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
17.1 A waiver by either party of any clause of these GTC’S in any instance shall not be deemed or construed to be a waiver of such clause for the future, or of any subsequent breach of the clause. Unless specifically provided otherwise, rights, remedies, undertakings or obligations arising under these GTC’S are cumulative and none of them shall be in limitation of any other right, remedy, undertaking or obligation of either party and do not exclude rights provided by law.
18.1 Any notices required to be given under these GTC’S, or in connection with the matters contemplated by them, shall (except where specifically provided otherwise) be in writing and personally delivered, sent by post or by email. Such notice shall be deemed to have been given on delivery at the relevant address or, if sent by post, two (2) Business Days after the date of posting, or if sent by email, when sent.
19.1 No variation of these GTC’S, shall be valid or effective unless it is in writing, refers to these GTC’S, and is duly signed or executed by, or on behalf of, each Party.
20- No partnership or agency
20.1 The parties are independent and are not partners or principal and agent these GTC’S does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.
21- Binding on successors
21.1 This Agreement shall enure to the benefit of and be binding upon the respective parties and their respective successors, personal representatives and permitted assigns.
22.1 Unless otherwise provided, all costs and expenses in connection with the negotiation, preparation, execution and performance of this Agreement, and any documents referred to in it, shall be borne by the party that incurred the costs.
23- Entire agreement
23.1 This Agreement constitutes the whole agreement and understanding of the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this agreement. Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement, provided always that nothing in this clause shall limit or exclude any liability for fraud.
24- Governing law and juridisdiction
24.1 This Agreement shall be governed by and construed in accordance with the laws of Ireland. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of Ireland over any claim or matter arising under or in connection with this Agreement.