1. These terms shall prevail over any others including (but without prejudice to the generality of the foregoing) any customers terms and shall be deemed incorporated in any dealings by Joseph A. Clancy Limited (hereinafter called ‘JAC Ltd) with its customers (subject to statutory rights).
2. A cancellation of an order cannot be accepted if goods are made, in production, or when JAC Ltd has incurred expenses in connection with any such order.
3. All prices quoted by JAC Ltd are, unless otherwise stated:
(a) Exclusive of V.A.T. or any similar tax duty or levy.
(b) Exclusive of delivery, carriage and insurance charges.
(c) Variable to account for fluctuations in material prices and/or service charges to JAC Ltd via exchange rate fluctuation or otherwise.
(d) Valid for a period of 28 days only from the date appearing on the quotation.
4. (a) JAC Ltd may deliver or complete any order in stages or Instalments.
(b) No guarantee of any kind is given as to the times and dates of any delivery.
(c) No claim in respect of any failure or lateness in delivery will be entertained or payable by JAC Ltd.
(d) Unless otherwise stated JAC Ltd will deliver to and all charges will be invoiced to the customer.
5. All goods are supplied to the customer on the following terms and no person in the employment of JAC Ltd or acting otherwise as Agent of JAC Ltd or purporting to do so, has authority to accept orders on any other conditions or to vary these terms in any way whatsoever. Previous dealings between JAC Ltd and any customer shall not vary or replace these terms or be deemed in any circumstances whatsoever to do so. Acceptance of goods from JAC Ltd shall be conclusive evidence before any Court or arbitrator that these terms apply:
(a) The customer acknowledges that before entering into an agreement for the purchase of any goods from JAC Ltd be expressly represented and warranted that he is not insolvent and has not committed any act of bankruptcy, or being a company with limited or unlimited liability, knows of no circumstances which would entitle any debenture holder or secured creditor to appoint a receiver, to petition for winding up of the company, customer or otherwise any other rights over or against JAC Ltd customers’ assets.
(b) Goods the subject of any agreement by JAC Ltd to sell shall be at the risk of the intending purchaser as soon as they are delivered by JAC Ltd to his vehicles or his premises or otherwise to his order.
(c) Such goods shall remain the sole and absolute property of JAC Ltd as legal and equitable owner until such time as the customer shall have paid to JAC Ltd the agreed price together with the full price of any goods the subject of any other Contract with JAC Ltd.
(d) The customer acknowledges that he is in possession of goods solely as bailee for JAC Ltd until such time as the full price thereof is paid to JAC Ltd together with the full price of any other goods the subject of any other contract with JAC Ltd.
(e) Until such time as the customer becomes the owner of the goods, he will store them on his premises in a manner which makes them readily identifiable as the goods of JAC Ltd. The customer shall be at liberty to agree to sell on any product produced from or with JAC Ltd goods on the expressed condition that such an agreement to sell shall take place as Agents and bailees for JAC Ltd whether the customer sells on his own account or not and that the entire proceeds thereof are held in trust for JAC Ltd and are not mingled with any other monies and shall at all times be identifiable as JAC Ltd monies.
(f) The customer’s right to possession of the goods shall cease if he, not being a company, commits an available act of bankruptcy or if he, being a company, does or fails to do anything which would entitle a receiver to take possession of any assets or which would entitle any person to present a petition for winding up. JAC Ltd may, for the purpose of recovery of its’ goods or it’s goods together with admixtures or as processed, enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
(g) Nothing herein shall confer any right to return the goods to JAC Ltd.
(h) No time or other indulgence granted by JAC Ltd to the customer shall operate or be deemed to operate as waiver or suspension of JAC Ltd’s rights under these conditions.
6. JAC Ltd shall not be liable for any verbal representation not forming part of a written order and no warranties or guarantee shall be given save as may be included in any written contract.
7. The customer shall indemnify JAC Ltd against any actions, costs, claims or demands however incurred arising in respect of any article or articles supplied to the customer in accordance with an order and no warranty is given that the design construction and quality of the goods comply with all relevant requirements of any statute, statutory rule or order or other instrument having the force of law which may be enforced at the date of sale.
8. JAC Ltd shall not be liable for any delay or failure in performance of it’s obligations or any consequential loss arising therefrom nor does JAC Ltd guarantee any goods are fit for the purpose for which the customer requires them.
9. In the case of a Tender/Quotation:-
(a) These conditions shall be the conditions of contract unless a formal contract is made in which event, except insofar as provided in these conditions or otherwise expressly mentioned in this Tender/Quotation, any such formal contract shall be in the form issued under the sanction of the Royal Institute of the Architects of Ireland in agreement with the Dublin Master Builders’ Association in the case of direct contracts or in the form issued under the sanction of the National Federation of Specialists And subcontractors in case of sub-contracts.
(b) Unless otherwise expressly mentioned, any Tender/Quotation excludes all Surveyors’ and Local Authorities fees, hoisting, scaffolding, painting, cutting away and making good, trenching, concreting, back filling, watching, temporary lighting, traffic control lighting and work to be executed by Public Authorities, Builders or other Trades, also the cost of fuel and water for testing and other purposes, current for motors and artificial lighting.
(c) A Tender/Quotation is based on the understanding that all works will be carried out during recognised working hours and prices are quoted subject to clause 3 hereof. The cost of authorised overtime, tax import and export duties, V.A.T. and state and/or local taxes (if any) will be extra unless otherwise stated.
(d) JAC Ltd will use its best endeavours to complete on the agreed date, but the Company shall accept no liability for failure to do so if delays are caused by War, Civil Disobedience, Crime, Strikes, Lockouts, Accidents, Fire etc., or other causes beyond our control.
(e) As the work proceeds, unless otherwise agreed in writing, payment shall be made by instalment of 95% of the value of the materials delivered and work executed and the balance of 5% within 14 days of Practical completion. If the payment of any sum due is not made within 14 days from the date of application, JAC Ltd reserves the right to suspend all or any work then in progress and remove its tools, plant and unfixed materials, etc. without vitiating the Contract. All orders accepted for supply only of materials etc. will be charged in accordance with these terms and conditions.
(f) Provided the terms of payment are duly complied with, JAC Ltd will, at our own expense, make good any faults or defects in its own work for a period of six months from practical completion of the work, fair wear and tear, wilful damage, negligence, damage by fire, or any other insurable damage excepted.
(g) Any Tender/Quotation is exclusive of any extra work that may be entailed in taking down and refixing any work for the convenience of other Trades after it has once been executed.
(h) All materials delivered to the site for the purpose of the Contract including appliances, apparatus and all other things required for the implementation of the Contract, fixed or unfixed, are at the sole risk of the Purchaser and in the event of any of the same being damaged, destroyed, lost or stolen, JAC Ltd shall be entitled to full payment therefore from the Customer.
(i) JAC Ltd shall not be liable for any claim whether brought against them or the Purchaser under the Social Welfare (Occupation injuries) Act 1966 or any Act or Order amending or extending same. Employers’ Liability Acts or other Acts of Parliament of a like nature in force for the time being or and any Statute or at Common Law arising from any cause other than negligence or acts of omission upon the part of JAC Ltd, its’ employees, Agents or Sub-contractors, and the Purchaser will indemnity JAC Ltd against any such claim.
(j) All orders against any Estimate given are subject to confirmation by JAC Ltd before acceptance.
(k) These conditions shall apply not only to the Tender/Quotation (if accepted) but to all orders subsequently placed with JAC Ltd by or on behalf of the Customer in connection with the same work unless otherwise agreed.
(l) Lightning Protection Contracts are quoted on the understanding that upon performance of Statutory Testing, if extra materials/labour are deemed necessary by JAC Ltd, the cost of same shall be charged to the customer at the appropriate rate set by JAC Ltd.
(m) Equipment loaned or hired from JAC Ltd to the Customer must be kept fully insured against theft, damage, injury or any associated cause whilst in custody of the Customer. Likewise it will be the sole liability of the Customer to return in original condition, carriage paid, otherwise the Customer will be held liable for full recovery of any losses sustained by the Company.
10. All JAC Ltd’s accounts shall be paid by the Customer 30 days from the date of delivery or collection of the goods. Failure by the customer in payment or the customer making, committing, doing, suffering or allowing any act of bankruptcy distress or execution composition or arrangement with it’s creditors, winding, appointment of receiver, petition or receiving order and bankruptcy, shall entitle JAC Ltd without prejudice to other remedies:
(a) To deem the invoice price to be increased by one and a quarter per cent per month until receipt of payment and calculated daily in respect of any part of any month.
(b) To withhold or suspend delivery of any order or part of an order until payment in full including interest and any reasonable storage charge for use of JAC Ltd’s premises is made and any cheque in payment is cleared in the ordinary course of banking business and JAC Ltd shall in such a case not be under any obligation for delivery regardless of what the contract shall say and the customer shall be responsible for any reasonable storage charges incurred other than at JAC Ltd’s premises.
11. No claim of any kind whatever shall be entertained by JAC Ltd in respect of allegedly faulty goods or goods other than as ordered unless received in writing within fourteen days of receipt by the customer or in respect of non-delivery unless received in writing within fourteen days and in respect of goods withheld under the provisions of condition 9 hereof such time shall run from the date of any such withholding or suspension of delivery.
12. (a) In the event of JAC Ltd receiving a valid and proper notice as above it may at it’s own option make replacement of or give credit for the goods.
(b) JAC Ltd’s liability for any and all direct loss or damage direct or indirect resulting to the customer from defective goods or from any other cause whatsoever shall be limited to the sale price of the goods In respect of or in relation to which such loss or damage is claimed. Subject as aforesaid JAC Ltd shall be under no liability in contract or tort or otherwise howsoever for loss or damage or personal injury arising directly or indirectly out of the supply or use of the goods.
(c) JAC Ltd shall not, under any circumstances, be responsible to the customer in respect of consequential loss.
13. Notices under this contract may be given by either party by means of telefax or registered letter sent to the other party at (in the case of an individual) his last known address and (in the case of a company) its registered office for the time being. Any such notice sent by letter shall be deemed to have been given three working days after posting.
14. The customer acknowledges JAC Ltd’s sole and exclusive right and title to JAC Ltd Trade Marks, Designs, Patterns, Patents and Copyright and shall have no express or implied rights whatsoever with regard to the same.
15. The laws of Ireland shall govern the validity, construction and performance of this contract.