TERMS & CONDITIONS OF SALE:

 

  1. GENERAL : All business undertaken by Oriel Flues Ltd. or subsidiaries (“Company”) with any other party (“Customer”) for the purchase of the Company’s products (“Goods”) or for the performance of services by the Company (“Services”) is undertaken on these Terms and Conditions, which shall constitute a contract between the Company and the Customer for the purchase of Goods (“Contract”) and shall prevail over any inconsistent terms and conditions contained in or referred to in the Customer’s Order (as defined below) or in correspondence or elsewhere and all or any conditions or stipulations contrary to these are hereby excluded.   These Terms & Conditions shall override and exclude any representations, terms or conditions contained in any advertisement or publication of the Company or made in the course of discussions or negotiations between the Company and the Customer.  No variation to these Terms & conditions will be binding unless such variation is in writing and signed by a director of the Company.

 

  1. ORDERS: The Customer may place an order with the Company for the purchase of Goods (“Order”) and such Order will be deemed for the purpose to be an offer to purchase Goods specified in the Order subject to these Terms & Conditions.  The Company shall be entitled as its sole discretion at any time to accept or reject all or part only of such offer for any reason whatsoever and it shall not be bound to give to the Customer any reason for doing so.   The Company shall be deemed to have accepted all or part of such offer when it delivers the Goods in accordance with such offer or part thereof to the Customer.   An Order may be cancelled only with the Company’s written consent and the Company reserves the right to refuse such cancellation of all or part of an Order.   In the event of cancellation the Customer shall indemnify the Company against all commitments, liabilities and expenditure reasonably and properly incurred by the Company in connection with the Order.

 

  1. PRICE: The price payable for Goods or services shall be that specified in the invoice furnished to the Customer by the Company upon delivery of Goods or completion of services, as the case may be (“Price”).   Prices are quoted ex-premises of the Company and are exclusive of value added tax and any value added tax or the tax payable in respect of Goods or Services supplied will be borne by the Customer.   Any new or increased taxes, customs, duties, import surcharges or other government or regulatory charges which become effective after the date of Contract shall be for the account of the Customer.

 

  1. RETENTION OF TITLE: Title in all Goods supplied by the Company to the Customer shall remain the property of the Company until all sums due to the Company by the Customer, whether in respect of such Goods or otherwise, have been paid in full to the Company (without deduction or set-off) and nothing in these Terms & Conditions shall prejudice the right of the Company to payment for the Price of the Goods or for any claim in respect of damages, loss of profits and interest.

 

  1. TRANSFER OF RISK : Notwithstanding the previsions of clause 4, risk of damage to or loss of the Goods shall pass to the Customer at the time when control of the Goods passes from the Company to the Customer, which shall be at the time of collection, in the case of goods to be collected by the Customer (or by a third party designated by the Customer) from the Company’s premises, or at the time of delivery, in the case of the Goods to be delivered by the Company to the Customer’s premises (or to premises designated by the Customer).

 

  1. DELIVERY : Delivery of Goods shall be made by the Customer (or by a third party designated by the Customer) collecting the Goods from the Company’s premises, after the Company shall have notified the Customer that the Goods are ready for collection or, if some other place for delivery is agreed, by the Company delivering the Goods to that place.   The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.

 

If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy available to the Company, the Company may at its sole discretion store the Goods until actual delivery and charge the Customer the reasonable costs (including insurance) of storage or sell the Goods at the best price reasonably obtainable and charge the Customer for any shortfall below the Price (having deducted all reasonable storage and selling expenses).

 

Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any loss incurred by the Customer (or any third party) by reason of any delay in delivery of Goods howsoever caused.   Time for delivery shall not be of the essence unless agreed by the Company in writing.

 

  1. PAYMENT: The Company shall be entitled to invoice the Customer for the Price on (or at any time after) delivery of Goods or completion of Services, as the case may be.   The Price shall be paid on delivery or completion unless otherwise agreed in writing by the Company, in which case payment shall be made within 60 days of the date of delivery or completion (without deduction or set-off) to the address for payment specified by the Company.

 

If the Customer fails to make any payment on the due dates then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries / Services to the Customer and to charge the Customer interest (either before and/or after any judgement) on the amount unpaid at the base rate charged by the Company’s bankers per annum until payment is made in full.

 

No payment may be withheld nor may any counter-claim of the Customer be set-off against the payment without the consent in writing of the Company.   The Company shall be entitled to charge with an amount equal to all costs and expenses (whether incurred pursuant to the issue of legal proceedings or not) incurred by the Company in any way connected with the collection of monies from the Customer which have not been paid when due, on being so informed by the Company of such amount.

 

Were discounts (whether trade or settlement) are given by the Company (and noted as such on the Company’s invoice), such discount is given on the basis that the Price shall be paid in full in accordance with these terms & Conditions and, in the event of failure by the Customer to do so, the Company reserves the right to debit back against the Customer the amount of any discount so given.

 

  1. USE OF GOODS : Goods shall at all times, from the time of collection by or delivery to the Customer, be installed, commissioned, used and maintained by the Customer in accordance with the instructions of the Company (whether by way of operator’s / user’s manual or otherwise) (“Instructions”).

 

The Company shall have no liability or responsibility to the Customer (or any third party) for any loss or damage caused by reason of the Customer’s failure to follow Instructions and the Customer hereby indemnifies the Company against all such loss.   Any instructions given by the Company or its employees or agents to the Customer or its employees or agents as to the installation, commissioning, use and/or maintenance of Goods which is not confirmed in writing by the Company is followed or acted upon entirely at the Customer’s own risk and accordingly the Company shall not be liable for any Instruction which is not so confirmed in writing.

 

  1. SERVICES : A request for Services by a Customer (whether for inspection, repair, or other treatment, and whether under warranty or otherwise) shall be accompanied by clear written instructions from the Customer and shall specify the nature of the Service required and, where appropriate, instructions for the disposal of parts and/or equipment after such service is carried out.  Where no such written instructions are provided, the Company reserves the right to sell as scrap or otherwise dispose of such parts and/or equipment and the Company shall be liable to the Customer for any loss arising therefrom.

 

Items of equipment or parts for Service are accepted by and remain in the Company’s custody at the Customer’s risk and the Company shall not be liable for any loss or damage to such items howsoever caused.  The company gives no guarantee or warranty in connection with any service provided once items services have been delivered to the Customer.   The Customer shall be entitled to inspect such items at the Company’s premises to ensure that Services have been performed by the Company in accordance with the Customer’s instruction.

 

  1. LIABILITY: Subject as expressly provided in these Terms & Conditions and all warranties, representations, conditions or other terms implied by statute or common law are excluded in full, save to the extent that any such terms are by law incapable of exclusion and only to the extent incapable of exclusion,

 

The customer shall be responsible for examining all deliveries of the Goods to ensure that they are satisfactory to the Customer and suitable for the purpose for which the Customer intends to use them.   No claims for shortages or damages or for the quantity, suitability or condition of the Goods will be entertained by the Company unless notified to the Company in writing (whether on the delivery docket or otherwise) at the time of delivery of the Goods.   Such claims must be substantiated by evidence reasonably satisfactory to the Company.   The Company’s liability in the event of any substantiated claim for any shortages or damages shall, at the option of the Company, be limited to supplying further goods to meet the shortage or further goods to replace the damaged Goods or crediting the Customer with an amount equal to the value of such shortage or damaged Goods.

 

When any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet any agreed specification is notified to the Company in accordance with these Terms & Conditions, the Company shall be entitled to replace the Goods (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Customer the Price (or proportionate part of the price) but the Company shall have no further liability to the Customer.

 

Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with any agreed specifications shall (whether or not delivery is refused by the Customer) be notified to the Company within seven days from 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 Customer does not notify the Company accordingly the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure and the Customer shall be bound to pay the Price as if the Goods has been delivered in accordance with the Contract.

 

  1. TERMINATION : If the Customer shall become bankrupt or enter into an arrangement with his creditors or if execution is levied against the Customer or a petition is presented or an order is made or resolution is passed for the winding up of the Customer or if a Receiver or administrator is appointed over any property of the Customer or if an Examiner is appointed to the Customer or if the Customer becomes insolvent or if the Customer is in breach of any contract (including this Contract) with the Company, the Company may stop any Goods in transit and suspend further deliveries and may determine the Contract with the Customer without prejudice to any existing claim of the Company and nothing in this condition shall prejudice any other right vested in the Company.

 

  1. MISCELLANEOUS: The Company shall not be liable to the Customer (or any third party) for the delay or the consequence of any delay in the delivery of Goods or performance of an Order if such delay is by reason of circumstances outside its control (including, without limitation, industrial actions or disputes, strikes and lock-outs, fire, accident and adverse weather conditions), nor shall the Company be or be deemed to be in breach of the Contract by reason of any such delay.

 

13.All Oriel Flues Ltd products must be installed by a competent qualified professional holding Public/Products & Employers Liability Insurance. All installations must comply with the relevant building regulations and in accordance with the appliance manufactures instructions.

 

A waiver by the Company of any of the foregoing conditions does not constitute a general waiver of the Terms & Conditions herein.

 

The Customer shall not assign or transfer or purport to assign or transfer to any other person the Contract or the benefit thereof.

 

The Company and the Customer consider that the Terms  Conditions herein are reasonable in the circumstances but if any such Term or Condition shall be judged or held to be void or unenforceable for whatever reason but would be valid if part of the wording were deleted the said Term and Condition shall apply with such modification as may be necessary to make it valid, effective and enforceable and in any event, the other Terms & Conditions herein shall not be affected but shall remain in full force and effect.

 

The Contract and these Terms & Conditions and the interpretation thereof shall be governed by the laws of the Republic of Ireland and the Customer and the Company shall be deemed to have submitted to the non-exclusive jurisdiction of the courts of the Republic of Ireland & Northern Ireland.