These terms and conditions do not apply to contracts in which toe purchases is dealing as a consumer in insofar as they would be void under the Sales of Goods Act 1893-1980 and the European Communities (Unfair terms in Consumer Contracts) Regulations 1995 or any provision. The statutory rights of parties dealing as consumers are preserved throughout.

 

  1. General
    1. Subject to the statutory rights of parties dealing as consumers, these terms and conditions apply to all contracts entered into by Retrofit Limited T/A Premium Facades (the “Company”) for the sale of goods or supply of services. Any order given to the Company of the acceptance of any tender by the Company shall be deemed to constitute an agreement to be bound by these terms and conditions.
    2. The Company’s employees or agents are not authorised the make any representations concerning the goods unless confirmed in writing by the Company. In entering into any contract with the Company the Purchaser acknowledges that it does not rely on and waives any such claim for breach of any such representations which are not so confirmed.
    3. Any advice or recommendation given by the company, its employees or agents to the Purchaser, its employees or agents, as to storage, application or use of goods, which are not confirmed in writing by the Company are relied upon solely at the Purchaser’s own risk and accordingly the company shall not be liable for any such advice or recommendation which is not so confirmed.
    4. Nothing in these terms and conditions affects the liability of either party for fraudulent misrepresentation.
  3. Other Printed Conditions
    1. It is agreed that only these terms and conditions shall apply to contracts between the Company and the Purchaser and that any documents emanating from the purchaser which contain printed or standard conditions have been and shall be sent by the Purchaser and received by the Company on the understanding that the said conditions appears on the Purchasers documentation because they are printed thereon but have no legal effect whatsoever in respect of any contract with the Company and the Purchaser waives any rights which the Purchaser may otherwise rely on in such conditions.
  4. Description of goods, Drawings, Specifications, Catalogues. Estimates and Advertising matter.
    1. All goods are supplied subject to reasonable availability to the Company of suitable material. The Company reserves the right to make any changes in the specification of the goods which are required to conform to any applicable statutory or EU requirements, or where the goods are to be supplied to the Company’s specification, which do not affect or materially affect their quality or performance.
    2. All drawings, descriptive matter, weights, dimensions, specifications, brochures, catalogues, pricelists and all advertising matter are approximate and by the way of identification only are the intended merely to present a general concept of all the goods and services described therein and their use shall not in any circumstances render any sale a sale by description, nor shall they form part of any contract.
    3. All prices quoted in any advertising material subject to withdrawal or alterations from time to time without notice.
    4. All drawings and specifications are and shall remain the Company’s property and must not be copied, reproduced or contents divulged either directly or indirectly to any other party without the Company’s prior consent in writing.
    5. Production capacity is estimated only but if and to the extent that tests are carried out by the Company prior to delivery, the results of those tests shall be final, and the Purchaser shall have no claim whatsoever if the production capacity after the delivery and/or installation differs from that obtained in the tests.
    6. The Purchaser shall notify the Company immediately in writing, post, fax or email of any claim being made, or action pending, threatened or taken against in relation to alleged infringement of any intellectual property rights.
    7. If the goods are to be manufactured or any process is to be applied to the goods by the Company in accordance with a specification submitted by the Purchaser, the Purchaser shall indemnify the Company against any and all loss, damage costs and expenses awarded against or incurred by the Company in connection with, or paid or agreed to be paid by the Company in settlement of any claim for infringement of patent, copyright, design or trade mark or other industrial or intellectual property rights of any other party which results from the Company’s use of the Purchaser’s specification.
  5. Exclusion of Liability
    1. Save insofar as the Company has expressly accepted liability;
    2. All express and implied warranties or conditions statutory or otherwise as to the quality of fitness of materials, goods supplied work design or done, services performed, or any other matter are expressly excluded.
    3. The Company shall be under no liability whatsoever for any loss or damage, consequential or otherwise suffered by the Purchaser whether caused by negligence of the Company its servants, its agents or in any other way whatsoever.
    4. It is expressly agreed that the Company shall be under no obligation whatsoever to indemnify the purchaser against;

Loss damage or injury consequential or otherwise of whatsoever nature and whensoever and howsoever arising for which the Purchaser may be liable to a third party because of any act or omission as a direct or indirect result of any act or omission by the company OR

Claims in respect of death or injury however so caused to any of the Purchasers servants, agents or employees or any other contractor, sub-purchaser or any other person to whom the Purchaser may be liable in damages because of any direct or indirect act or omission by the company.

  1. Prices
    1. The price payable for the goods shall be the contract price plus any adjustment necessary to take account of any increase in costs incurred by the company prior to the date of dispatch. Delivery charges and other expenses incurred by the company may be added to the invoice together with the addition of Value Added Tax.
    2. Split deliveries are subject to a surcharge in accordance with the time and location of such deliveries. Quotations f price will be given in Euro but in circumstances where a quotation is given in a currency other than Euro the Company shall and at the end of date payment the exchange rates has caused A variance in the sum due to at the date of quotation or acceptance B the company of the Purchaser’s order, the Company shall have the right to make such adjustments as are reasonably necessary to account for the exchange rate changes and to ensure payment in full.
  2. Payment
    1. Payment without any deduction is due on delivery of the goods (or supply of service) to the Purchaser within 30 days of the date of invoice without deferment due to disputes, costs or otherwise.
    2. Failure to make payment in accordance with clause;
      1. Shall result in late payment interest become payable to the Company as calculated in accordance with the EU Communities (Late Payments in Commercial Transactions) Regulations 2002 on all outstanding late balances due by the purchaser to the Company.
      2. The Company reserves the right to demand security for payment at any time before proceeding or delivering an order.
    3. Dispatch and Delivery.
      1. Any time or date quoted by the Company is given and intended as an estimate only the company shall not be liable in any manner whatsoever for any damage or loss for failure to deliver within the quoted time. No delay, failure or any other default in respect of any delivery, or instalment shall entitle the Purchaser to repudiate the contract or treat it as repudiated.
      2. If delivery or collection of the goods is delayed as a result if any action or omission by the Purchaser, payment shall become due to the Company as if the goods had been delivered when ready and the Company shall be entitled to charge reasonable fee for storage until the purchaser takes delivery of the goods.
      3. The purchaser shall be solely responsible for the unloading of goods if the Company has delivered the goods for the loading of goods if the purchaser collects the goods and the Company shall not be liable for any damage that occurs during such loading or unloading.
      4. In the event that 3(three) months has elapsed after the date on which the Purchaser was notified that the goods have been ready for dispatch or collection and the goods have not been collected or no instructions for their dispatch have been given, then without prejudice to any other right or remedy which the Company may have, the Company shall be entitled to sell or dispose of the goods, whether paid for or not, as the Company may see fit and apply any proceeds of such sale or disposal in reduction of any claim which the Company may have against the Purchaser and the Purchaser shall be deemed to have given the Company irrevocable authority to so do.
      5. The goods shall be at the purchaser’s risk;
        1. In the case of the goods to be delivered at the Company’s premises at the time when the Company notifies the purchaser that the goods are available for collection; OR
        2. If the Purchaser wrongfully fails to take delivery of the goods at the time when the Company has tended delivery of the goods.
      6. Title to the goods
        1. Title to the goods shall not pass from the Company until the Company has received in cash or cleared funds payment in full of the purchase price and all other sums, howsoever arising and for which payment is due from the Purchaser to the Company.
        2. Until title to the goods has passed to the Purchaser as provided hereunder, the Purchaser shall hold the goods as the Company’s fiduciary agent and bailee and the Purchaser shall keep the Goods separately from all other goods in its possession, properly stored and protected and marked in such a way that they are clearly identified as the Company’s property.
        3. The purchase may sell or use the Goods in the ordinary course of the Purchaser’s business after delivery but before title to the goods has passed from the Company to the Purchaser, provided that the purchaser’s power of sale shall automatically cease if;
          1. The Purchaser becomes unable to pay its debts as they fall due.
          2. (Being a Company) The members of the Purchaser resolve to wind up the Purchaser up.
          3. (Being a Company) A petition for the winding up of the purchaser is presented.
          4. (Being an individual) A petition for bankruptcy for the Purchaser is presented.
          5. (Being an individual) A petition for the winding up of the Purchaser is presented.
          6. The Purchaser ceases or threatens to cease to carry in its business or a material part of its business:
          7. (Being a Company) a petition for the appointment of an examiner to the Purchaser is presented; A receiver is appointed over any of the undertaking, property assets of the Purchaser; or the Purchaser enters into an arrangement or composition with or for the benefit of its creditors.
        4. Until the title of the goods has passed from the Company, the Purchaser shall at the Purchaser’s cost, upon request by the Company, deliver up the Company such of the Goods as have not ceased to be in existence or re-sold. If the Purchaser fails to do so, the Company, its agents, employees and/or Representatives may enter upon any premises owned, occupied or controlled by the Purchaser where goods are situated and reposes the goods. On the making of such request, the right of the purchaser to sell the goods shall cease.
        5. The Purchaser shall not pledge or in any way charge by the way of security for any indebtedness any of the goods which are the property of the Company but if the Purchaser does so, all monies owning by the Purchaser to the Company shall (without prejudice to any other right or remedy which the Company may have) forthwith become due and payable. The Purchaser shall insure and keep insured the Goods to their full value against all risks to the reasonable satisfaction of the Company up to the date the title to the goods passes from the Company and shall, whenever requested by the Company, produce a copy of the policy of insurance.
  1. Loss or Damage in Transit
    1. Liability for loss or damage in transit will not be accepted, except where the following conditions apply:
    2. In respect of damaged to the goods;
      1. Delivery notes must be signed “unexamined” unless goods are inspected immediately and notification to the carrier and the company must be given within 3 days from the date of delivery.
      2. In respect to the loss of goods on Passenger/Postal/Rail/Road transport, the Company must receive notification of non-delivery within 7 days of the date of invoice.
  1. Samples
    1. Samples are provided solely to enable the Purchaser the quality of the bulk and shall not render any sale a sale by sample. All samples are to remain the property of the Company and shall be returned to the Company upon request
  2. Cancellation
    1. The Purchaser shall not cancel this contract except with the written agreement of a director of the Company.
    2. In circumstances where the contract is cancelled in accordance with clause 9.1 the Purchaser shall immediately pay all sums owing to the Company and together with a further sum to be determined which represents liquidated damages to compensate the Company against all losses incurred because of the cancellation.
  3. Force Majeure
    1. Without prejudice to the generality of any previous exclusion or limitation of liability the Company shall not be responsible for any delay or default in the execution of its obligations in the case of any event outside its control including, but not limited to, natural disasters, bad weather, fire, explosions, floods, failure of delay of third party suppliers, computer or software error, national and local strikes, accidents, riots or civil uprising.
  4. Returns
    1. Goods supplied and invoiced by the Company can only be returned by the purchaser with the written consent of the Company with subject to a re-stocking fee by the company.
  5. Sub-Contractors
    1. The Company reserves the right at its sole discretion to subcontract the whole or any part of the work in respect to the supply of goods.
  6. Access to Site
    1. The Purchaser will ensure that the Company always will have free access to the site where the goods are being delivered.
    2. In the event of the Company not being able to gain access to the site or the site being in a condition in which the Company can deliver the goods, the Company shall be entitled to recover all costs in attempting to deliver the goods to the site from the Purchaser in addition to the cost of delivery generally.
    3. The contract is made on the strict understanding the provision will be made on site free of charge for use by the Company of all equipment and facilities necessary including lifts, and any other services required by the Company to carry out its obligations in accordance with the conditions herein.
  7. Notices
    1. The waiver or forbearance or failure of the Company in insisting in any one or more instances upon the performance of any provisions of this contract shall not be constructed as a waiver of relinquishment of the Company’s rights to future performance of such provisions and the Purchasers obligation in respect of such future performances shall continue in full force effect.
  8. Waiver
    1. The waiver or forbearance or failure of the Company in insisting in any one or more instances upon the performance of any provisions of this contract shall not be construed as a waiver or relinquishment of the Company’s rights to future performance of such provision and the Purchasers obligation in respect of such future performance shall continue in full force and effect.
  9. Governing Law and Jurisdiction
    1. This contract shall in all respects be construed in accordance with the laws of the Republic of Ireland and the parties submit to the exclusive jurisdiction of the Irish Courts in respect of any dispute arising hereunder.
  10. Severability
    1. If any provision in this contract is deemed to be, or becomes invalid, illegal, void or enforceable under applicable laws, such provision will be deemed amended to conform to applicable laws to be valid so as to be valid and enforceable, or if it cannot be so amended without materially altering the intention of the parties, it will be deleted, but the validity, legality and enforceability of the remaining provisions of this contract shall not be impaired or affected in any way.