Terms & Conditions

The Customer's Order constitutes an offer to purchase Goods or Services subject to these Conditions.

A Contract is formed when the Supplier confirms acceptance of the Order in writing, or when the Supplier dispatches the Goods or begins providing Services.

Catalogues, brochures, and website descriptions are provided for general reference only and do not form part of the Contract unless agreed in writing.

These Conditions apply to the exclusion of any other terms the Customer seeks to impose, including terms on purchase orders.

Quotations issued by the Supplier remain valid for 28 days unless otherwise stated.

Goods are described in the Supplier's quotation, website, catalogue, or manufacturer documentation.

Where Goods are supplied to specifications provided by the Customer, the Customer is responsible for ensuring those specifications are accurate and lawful. The Customer agrees to indemnify the Supplier against any claims arising from such specifications.

The Supplier reserves the right to modify product specifications where required by applicable legal or regulatory requirements.

Each delivery will normally be accompanied by a delivery note including order references, product description, and quantities.

Goods will be delivered to the address specified in the Order or otherwise agreed in writing.

Delivery is completed when the Goods arrive at the agreed Delivery Location.

Delivery dates are estimates only and time shall not be considered of the essence. The Supplier is not liable for delays caused by Force Majeure events or incomplete delivery instructions.

If the Customer fails to accept delivery within 5 Business Days of notification, the Supplier may store the Goods and charge reasonable storage and handling costs.

The Customer must inspect Goods immediately upon receipt. The Supplier will not be liable for shortages, discrepancies, or damage unless the Customer provides written notice within 2 Business Days of delivery. Where liability is accepted, the Supplier may replace the Goods or issue a credit note.

Goods may be delivered in instalments, each of which may be invoiced separately.

The Supplier warrants that on delivery and for 12 months from delivery, Goods will materially conform to their description and be free from material defects, subject to proper storage and use.

If Goods are defective during the warranty period and the Customer provides written notice within a reasonable time, the Supplier may repair, replace, or refund the price of the defective Goods at its option.

The Supplier is not liable where defects arise from misuse, incorrect storage, unauthorised alteration, normal wear and tear, or use contrary to instructions.

Risk passes to the Customer upon completion of delivery.

Title to Goods remains with the Supplier until full payment has been received in cleared funds.

Until ownership transfers, the Customer must store Goods appropriately, keep them identifiable as the Supplier's property, and maintain them in good condition.

Any Services supplied will be described in writing in a quotation or statement of work.

Service performance dates are estimates unless expressly agreed in writing.

The Supplier will provide Services using reasonable care and skill.

Prices are as set out in the Order or the Supplier's quotation. Unless stated otherwise, prices exclude VAT and delivery-related charges.

For Orders below a minimum value (if applied), the Supplier may charge a handling fee. Any such fee will be stated on the quotation or invoice.

The Supplier may adjust prices before dispatch where costs increase due to factors outside its control, including supplier costs, currency changes, duties, or taxes.

Payment is due within 28 days of invoice date unless otherwise agreed in writing.

Late payments may accrue interest at 4% per annum above the European Central Bank base rate, calculated daily until paid.

The Customer must pay without deduction unless required by law.

Nothing in these Conditions limits liability that cannot legally be limited, including liability for death or personal injury caused by negligence, fraud, or defective products where liability cannot be excluded.

Subject to applicable law, the Supplier's total liability to the Customer arising under or in connection with the Contract shall not exceed 100% of the total charges paid for the Goods and/or Services giving rise to the claim.

Subject to applicable law, the Supplier is not liable for indirect or consequential losses, including loss of profit, loss of business, loss of goodwill, or loss of data.

Either party may terminate if the other commits a material breach and fails to remedy it within 14 days of written notice, or becomes insolvent or ceases trading.

Orders may only be cancelled with the Supplier's written agreement. Restocking or cancellation charges may apply, particularly for non-stock, special order, or customised Goods.

Assignment: The Supplier may assign or subcontract obligations. The Customer may not assign without written consent.

Notices: Notices must be in writing and may be sent by email to the designated addresses used for the Order.

Severance: If any provision is found invalid, the remainder continues in force.

Entire Agreement: The Contract constitutes the entire agreement between the parties regarding the purchase.

Governing Law & Jurisdiction: These Conditions are governed by the laws of Ireland. The courts of Ireland have exclusive jurisdiction.

The Order constitutes an offer by the Customer to purchase Goods or Services in accordance with these Conditions.

The Order shall only be deemed accepted when the Supplier issues written acceptance, or when the Supplier performs the Services or delivers the Goods.

Samples, drawings, catalogues, and marketing materials are issued for reference only and shall not form part of the Contract.

These Conditions apply to the Contract to the exclusion of any other terms the Customer seeks to impose.

Quotations are valid for 28 days from the date of issue unless otherwise stated.

Goods are described in the Supplier's catalogue, quotation, or manufacturer's documentation.

Where Goods are to be manufactured or modified according to specifications provided by the Customer, the Customer shall indemnify the Supplier against all liabilities arising from any third-party intellectual property claims connected with the use of that specification.

The Supplier reserves the right to amend the Goods specification if required by applicable statutory or regulatory requirements.

Each delivery will be accompanied by a delivery note showing order references, product type, quantity, and any special storage instructions.

Goods will be delivered to the Delivery Location specified in the Order or otherwise agreed between the parties.

Delivery is completed upon the Goods' arrival at the Delivery Location.

Any dates quoted for delivery are approximate only and time is not of the essence. The Supplier is not liable for delays caused by Force Majeure events or the Customer's failure to provide adequate delivery instructions.

If the Customer fails to accept delivery within 5 Business Days of notification, the Supplier may store the Goods and charge storage and insurance costs.

If 10 Business Days after notification the Customer has not accepted delivery, the Supplier may resell the Goods and charge the Customer for any resulting shortfall.

The Customer shall not be entitled to reject Goods if the Supplier delivers up to 5% more or less than the quantity ordered, but a pro-rata invoice adjustment will be made upon notification.

The Supplier may deliver in instalments, each of which shall constitute a separate contract and be invoiced separately.

All Goods must be examined upon receipt. Shortages, discrepancies, or damage must be reported to the Supplier in writing within 2 Business Days of delivery.

Where the Supplier accepts responsibility for non-delivery, shortages, or damage, liability shall be limited to replacing the affected Goods or issuing a credit note at the Supplier's discretion.

The Supplier warrants that on delivery and for 12 months thereafter, Goods shall conform to their description, be free from material defects, and be of merchantable quality within the meaning of the Sale of Goods and Supply of Services Act 1980 as amended.

Where Goods are found to be defective during the warranty period and the Customer provides timely written notice, the Supplier may at its option repair, replace, or refund the defective Goods.

The warranty does not apply where defects arise from misuse, incorrect storage, unauthorised modification, abnormal conditions, or normal wear and tear.

Risk in the Goods passes to the Customer upon completion of delivery.

Title to Goods shall not pass to the Customer until full payment in cleared funds has been received by the Supplier.

Until title passes, the Customer must store Goods separately and keep them identifiable as the Supplier's property, maintain them in good condition, and keep them insured.

The Supplier shall supply Services in accordance with the agreed Service Specification.

Performance dates for Services are estimates only unless expressly agreed in writing.

The Supplier warrants that Services will be provided using reasonable care and skill.

Prices are those set out in the Order or the Supplier's current price list. Prices exclude VAT, packaging, insurance, and transport unless stated otherwise.

For Contracts below a minimum threshold value, the Supplier may apply an administration/handling charge which will be stated on the invoice.

The Supplier reserves the right to increase prices before delivery where costs increase due to factors beyond its control including currency fluctuations, duties, or supplier price changes.

Invoices are due for payment within 28 days of invoice date. Time for payment is of the essence of the Contract.

All amounts are exclusive of VAT. The Customer shall pay VAT at the applicable rate upon receipt of a valid VAT invoice.

Late payments shall accrue interest at 4% per annum above the European Central Bank base rate, accruing daily from the due date until paid, whether before or after judgment.

The Customer must pay all amounts in full without deduction or set-off except as required by law.

The supply of Goods does not confer any right to use the Supplier's or manufacturers' trade marks except in resale of Goods in original packaging.

All Supplier Materials including documentation, drawings, and designs remain the exclusive property of the Supplier and must be treated as confidential.

All Intellectual Property Rights arising from or in connection with the Services shall be owned by the Supplier.

Both parties will comply with all applicable requirements of the Data Protection Legislation including GDPR and the Data Protection Act 2018.

For the purposes of the Data Protection Legislation, the Customer is the controller and the Supplier is the processor in relation to personal data processed under the Contract.

The Supplier shall process personal data only on documented written instructions from the Customer, ensure appropriate technical and organisational security measures are in place, and notify the Customer without undue delay of any personal data breach.

Personal data shall not be transferred outside the European Economic Area without the prior written consent of the Customer and subject to appropriate safeguards.

Each party undertakes not to disclose the other party's confidential information during the Contract and for five years after termination, except to employees or advisers who need to know it or as required by law.

Neither party shall use the other's confidential information for any purpose other than to perform its obligations under the Contract.

The restrictions on liability in this clause apply to every liability arising under or in connection with the Contract including in contract, tort, misrepresentation, restitution, or otherwise.

Nothing in the Contract limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any matter where it would be unlawful to exclude or restrict liability.

Subject to clause 13.2, the Supplier's total liability in respect of all breaches under the Contract shall not exceed 100% of the total charges paid under the Contract.

Subject to clause 13.2, neither party shall be liable for loss of profit, loss of goodwill, loss of business, loss of business opportunity, loss of anticipated savings, loss or corruption of data, or any special, indirect or consequential damage.

Either party may terminate immediately by written notice if the other commits a material breach and fails to remedy it within 14 days, becomes insolvent, ceases trading, or enters administration or liquidation.

The Supplier may terminate or suspend supply if the Customer fails to pay any amount due, or if the Customer's financial position deteriorates such that its ability to fulfil its obligations is in jeopardy.

Customer cancellation of Orders requires the Supplier's prior written consent. Restocking charges of up to 20% of the cancelled Contract value may apply. Special or custom orders may not be cancelled.

Upon termination, all outstanding invoices become immediately payable and the Customer must return all Supplier Materials and unpaid Goods.

Termination does not affect rights, remedies, or liabilities accrued up to the date of termination.

The Supplier shall not be liable for any delay or failure to perform its obligations as a result of a Force Majeure Event.

If a Force Majeure Event prevents the Supplier from providing Goods or Services for more than 12 weeks, the Supplier may terminate the Contract immediately by written notice.

Assignment: The Supplier may assign or subcontract its obligations. The Customer may not assign without prior written consent.

Notices: Notices must be in writing, delivered by hand, post, or email to the registered office or designated email address.

Severance: If any provision is found invalid or unenforceable, the remaining provisions continue in full force.

Waiver: Failure to exercise any right or remedy does not constitute a waiver of that right or remedy.

No Partnership or Agency: Nothing in the Contract creates a partnership, joint venture, or agency between the parties.

Entire Agreement: The Contract constitutes the entire agreement between the parties and supersedes all previous agreements relating to its subject matter.

Variation: No variation of the Contract shall be effective unless agreed in writing and signed by both parties.

Governing Law: This Contract is governed by the laws of Ireland, excluding Northern Ireland.

Jurisdiction: The courts of Ireland shall have exclusive jurisdiction over any dispute arising from or in connection with this Contract.