Terms and Conditions
Terms and conditions of business on FCC Engineering. Please read the following terms and conditions for all out products and services inclusive.
1. General
Customers are advised to read these terms and conditions of business before making an actual purchase or contract. All quotations and contractual agreements are subject to these terms and conditions at all times. Nothing in these terms and conditions shall affect the statutory rights of a consumer.
2 Definitions
“the company” shall mean FCC Engineering whose registered office is at 25 Manor Village, Castlebar, Co. Mayo.
“the customer” shall mean the person or persons, firm, business, partnership, company or other organisation by whom an order has been placed for the company to provide the goods.
“the goods” shall mean the goods supplied by the company to the customer, as detailed in the contract, and includes any other associated items and all replacements thereof and additions thereto.
“appliances” shall mean the goods which comprise electrical or mechanical appliances manufactured by a third party or parties.
“the premises” shall mean the address of the customer, as detailed in the contract, or any other premises, property or building agreed by the company where the goods are to be delivered.
“the contract price” shall mean the amount payable by the customer under the terms of the contract.
CONDITIONS – means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Company.
CONTRACT– means a contract between the Company and the Customer for the sale and purchase of Goods in accordance with these Conditions.
DELIVERY DATE – means the date specified by the Company when the Goods are to be delivered, or the date on which delivery takes place, whichever is later.
DELIVERY DESTINATION – means the location specified in the Contract for the delivery of the Goods ordered by the Customer under the Contract.
SALES INVOICE/ORDER FORM – means the Goods(s) which the Customer has agreed to purchase in accordance with these conditions.
BASE/ GROUND – means floor of the Goods(s).
MEDIATION NOTICE – notice to resolve dispute by mediation.
3 Contract Terms
A contract for the supply of the goods and services by the company to the customer shall only exist when an order has been placed by the customer, site survey complete, signed order spec sheet complete and accepted by the company and the deposit has been paid in full.
No provisions, modifications, amendments, or variations of the contract by the customer shall apply unless they are in writing and are agreed and signed by or on behalf of the company. In such a case, these shall be deemed to be amendments to the contract and shall not constitute a new contract and the customer shall confirm any such variation in writing as soon as requested by the company, but the company shall not be obliged to request or obtain such confirmation.
Where any variation to the goods is agreed by the company, after the date of contract, the company reserves the right to amend the contract and/or the contract price accordingly. Any typographical or clerical error or omission in any quotation, pricelist, contract, order, acceptance, invoice, or any other document issued by the company shall be subject to correction without any liability on the part of the company at whatever time and whenever such a correction shall be necessary.
These terms and conditions shall apply to every contract. The company shall not be bound by any terms and conditions which may be inconsistent with these terms and conditions.
3.1 CONDITIONS APPLICABLE
3.1.1 These Conditions shall apply to all Contracts to the exclusion of all other terms and conditions including any terms or conditions which the Customer may purport to apply under any purchase order, confirmation of order, or similar document.
3.1.2 All orders for Goods shall be deemed to be an offer by the Customer to purchase Goods pursuant to these Conditions.
3.1.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Customer’s acceptance of these Conditions.
3.1.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless expressly agreed in writing by the Company. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract/Order Form/Sales Invoice. All changes to orders must be made and agreed in writing.
3.1.5 Quotations issued by the Company (Unless in writing) do not constitute an offer by the Company to supply the Goods referred to therein.
3.2 Phone Numbers
If the customer has any queries from time of order to the delivery time, they should contact the company on 085 7329626.
4 FCC Engineering Ordering Process
4.1 General Terms for all Purchases
4.1.1 Fitted furniture, WinDry, metalwork’s, Staircase, Carpentry services, Assembly and Fitting
Our Craft installers will fit any of the goods which the company sells. If the customer is appointing a furniture fitter or general fitter, it is a requirement that the furniture fitter or general fitter signs-off on the measurements which the customer provides the company with.
Kitchen & Bedroom units will vary depending on size and delivery restrictions.
Most of the goods which include, but are not limited to designer bedrooms, office furniture, living room furniture and dining room furniture from the company, are completely installed by our craft installers.
4.1.2 Order Purchase Terms
If the contract price of an order has a value less than (<) €500 then, payment in full is expected at the time of order.
If the contract price of an order has a value greater than (>) €500 then, standard payment terms apply at the time of order.
Payment is accepted by Bank Transfer, Bank draft Cash, Cheque or cash.
4.1.2.1 Cash Payments
Cash payments are limited to a maximum amount of €20,000.
4.1.2.2 Cheque Payments
Cheques usually take Seven (7) business days to clear – the customer should ensure that the company gets payments, in time for clearance, before the payment is due.
4.1.2 Sign-off Meeting
In the sign-off meeting between the customer and the company sales person, the customer will be stepped through the colours, materials, handles, dimensions, lead times, etc of the goods that the customer has chosen. The customer will be required to sign-off on a document which details all aspects of their purchase order – this represents what the company would hand over to the goods’ suppliers of the company. It is the responsibility of the customer to ensure that they are happy with the purchase order that they would sign- off on.
The company has two stages of quality checks for the purchase order of the customer:
One (1) quality check in the company’s manufacturing/ assembly workshop,
· One (1) quality check in the company’s admin headquarters,
As a result of these quality checks, situations might arise that will cause the order to be adjusted or modified prior to being manufactured. The company will call the customer, in advance of placing a purchase order, where the company has decided that it is necessary to make changes to the sign-off document. These changes sometimes result in a modified price which the company will discuss with the customer during that call.
The customer will be expected to provide the company with signed-off measurements and/or suitable ground and grounds for the premises in advance of any sign-off meeting. By signing the quotation, the customer is also signing-off on the measurements and suitable grounds for the final contract which states the exact furniture/ product layout and measurements that will fit the goods into the premises.
It is the responsibility of the customer to ensure accurate measurements and description of the premises and property and contain the details of any item that may impact the fitting of the goods. The customer could engage a furniture fitter / surveyor to measure the premises; layout drawings from the company can be used to assist in this process.
4.2 Appliances, Sinks and Taps
The guarantee, parts and labour for appliances, sinks and taps are as per the manufacture guidelines in the leaflet accompanying the goods. Service agents are appointed through the importers and they should be contacted directly with any issues that may arise.
Appliances are supplied to the company by a third party and carry a manufacturer’s warranty, which is typically twelve (12) months. It is the sole responsibility of the customer to ensure that appropriate warranty documents are returned to the appliance manufacturers and the company shall not be held liable for any failure of the customer.
The prices of appliances include contributions to a producer recycling fund to ensure that WEEE is collected and recycled in a responsible manner.
It is the responsibility of the customer to return WEEE, within 30 days of point of sale, on a one-for-one basis to the company store. Please refer to www.environ.ie for more information.
The delivery team will remove, on a like-for-like basis, any old appliances.
Such appliances must be disconnected from the mains, be presented in a clean state and be easily accessible to the delivery team. If not so the customer may be charged, for the company to return to their premises, in order to collect such appliances.
4.3 The Company reserves the right to increase from time to time the current price list without giving written notification to the Customer due to the volatile nature of the raw materials used and specific market conditions.
Unless otherwise noted. The price is inclusive of VAT (or any similar tax) or any tax or duty relating to manufacture, transport, export, import, sale or delivery of the Goods which shall be due at the rate ruling on the date of the Company’s invoice.
All prices are quoted in Euros unless otherwise specified, and all payments must be made in Euros unless otherwise agreed in writing by the Company.
5. PAYMENT
5.1 Payment for the Goods shall be strictly in accordance with the payment terms of the Sales Invoice/Order Form.
5.2 If the Order is cancelled after manufacture of the Goods or manufacture of special-order items have commenced the Company reserves the right to enforce the contract in full and collect the full contract value.
5.3 In the event that payment is to be made by a letter of credit then it shall be an express condition of the Contract that the letter of credit is irrevocable and is drawn on or confirmed by a bank in the Republic of Ireland and paid over the counter in the Republic of Ireland and all the documentation is presented to the Company when requested by the Company or otherwise in accordance with the terms of the Contract.
5.4 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
5.5 Time for payment shall be of the essence.
5.6 The Customer may not withhold payment of any invoice or other amount due to the Company by reason of any right of set-off or counterclaim which the Customer may have or alleged to have or for any reason whatsoever.
6. LATE PAYMENT
6.1 In the event that the Customer fails to make payment of any invoice within its due date for payment then the Company shall be entitled to (without limitation):
6.1.1 Charge interest on such invoice from the date of the invoice until the date of payment of the invoice at a rate of 10.50% above the base rate from time to time in force at the European Central Bank and such interest shall accrue at such rate after as well as before judgment.
6.1.2 Charge additional interest in accordance with the provisions of the European Communities (Late Payment in Commercial Transactions) Regulations 2002 at such rates and for such times as may be permitted under these regulations.
6.1.3 Suspend or cancel deliveries of any Goods due to the Customer.
6.1.4 Appropriate any payment made by the Customer to such of the Goods (or any other Goods supplied under any other Contract with the Customer) as the Company may in its sole discretion think fit.
6.2 For the avoidance of doubt, the rights and remedies of the Company set forth herein are cumulative, not exclusive, and the exercise of one thereof shall not deprive the Company of the right to exercise others.
6.3 The Company shall be entitled to exercise the remedies in Condition 4 above notwithstanding that risk and / or title to the Goods may not have passed to the Customer.
7. DELIVERY
7.1 Delivery shall take place by such method as the Company may in its absolute discretion decide, to the location specified by the Customer on or as close to the Delivery Date as is reasonably practicable in all the circumstances. For the avoidance of doubt, the Delivery Date is approximate only, and unless otherwise expressly agreed in writing by the Company, time is not of the essence for delivery.
7.2 Costs of constructing and delivery of the Goods shall be included in the price of the Goods, unless otherwise stated in the Sale Invoice/Order Form.
7.3 No delay in the delivery of the Goods shall affect the price of the Goods or entitle the Customer to reject any delivery or any further instalment or part of the order or any other order from the Customer or to repudiate the Contract or the order.
7.4 If, for any reason, the Customer fails to accept delivery of any of the Goods when they are ready for delivery or delivered, or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations, the Company may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). This provision is without prejudice to any of the Company’s rights in relation to a failure by the Customer to take delivery of the Goods or pay for them in accordance with the terms of the Contract.
7.5 Subject to the other provisions of these Conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs damages, charges or expenses caused directly or indirectly by a delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds sixty (60) days. Neither shall the Company be held responsible for accidental damage to the Customer’s property at the time of delivery unless such damage is deemed to be intentional or malicious in nature.
Delivery of goods is free of charges in the Connaught region. The customer will incur a delivery charge outside of this area dependent on product and/or written agreement with the company. The customer will incur a delivery charge for extra deliveries of goods, not agreed to, in all areas. Delivery charges will be informed to the customer during the sales process.
7.8 Making Collections
All collections must be made from the manufacturing facility, Castlebar Industrial park, Moneen road, adjacent Mayo.ie. (see map on the company web site www.FCCEngineering.ie).
All collections must be confirmed with the head office of the company at least two (2) days in advance. All collections must be made between 10am and 4pm, Monday to Friday. All the goods being collected must be paid for in advance as per the contract price or cash on collection.
On collection, it is advised that the customer open all packages to ensure the goods are correct, in good condition and have all necessary parts. Unfortunately, the company accepts no responsibility for any damages that occur to the goods after they have left the warehouse of the company. The company is not in control of how the goods are handled and opened, once they have been collected, and cannot be held responsible for any subsequent damage to the goods.
7.9 Colour Differences in the Goods
Colour differences in paint, wood, steel, laminates, plastics and marble are to be expected (scars, knots and shading differences are natural and can sometimes be non-uniform in appearance). Goods made of wood will be lighter in appearance when new, and will darken considerably over time.
8 Returns & Refunds
· All payments received are non-refundable. The statutory rights of the customer are not affected in any way.
9 Examination and Approval of the Goods
Our aim is to have the goods delivered in perfect order. However, due to unforeseen possibilities, the goods may arrive in a less-than-perfect condition. In the unlikely event of such unforeseen happenings, the company will order the missing components from the company’s suppliers and endeavour to deliver them to the customer within six (6) weeks.
Following delivery, the customer shall afford reasonable time to inspect the goods and/or the works and to advise the company of any shortages or defects reasonably discoverable upon careful examination. The company considers a reasonable time to be five (5) days from the date of delivery, but accepts that this may vary in situations where the customer has advised or notified the company, at the time of entering into the contract, of any unusual possibilities or any other reason why the customer should reasonably require more time to examine the goods and/or the installation works, and the same having been accepted by the company.
In the absence of notification of such shortage or defect, the company excludes all liability with respect to any defects or shortages. Any of the goods which the customer believes to be damaged or defective must be retained for inspection by, or on behalf of, the company.
If the company shall be reasonably satisfied that the goods are satisfactory and are as detailed in the contract and the goods are not damaged and/ or the goods are not defective, then the contract shall be deemed to have been fulfilled insofar as the company’s obligations under the contract are concerned.
10 Force Majeure
The company shall be entitled, without liability on its part and without prejudice to its other rights, to terminate any contract or any unfulfilled part thereof, or, at its option, to suspend or give partial performance under it, if performance by the company or its suppliers is prevented, hindered,
or delayed whether directly or indirectly by any reason or any cause whatsoever beyond the company’s or it’s suppliers’ reasonable control whether or not such cause existed at the date upon which any contract was entered into.
Non-exhaustive illustrations include act(s) of nature but are not limited to war, riot, terrorism, explosion, abnormal weather conditions, fire, flood, government action, strike, lock-out, delay by suppliers, accidents and shortages of material, labour, or manufacturing facilities.
10.1 Measurements and Designs
In the event that the customer should submit drawings, designs, plans, proofs, measurements or specifications to the company then:
The customer warrants that the use or performance of such measurements and designs will not infringe any third party’s intellectual property rights and shall indemnify the company against any such infringement, and
The company will not accept any liability whatsoever for any inaccurate or incomplete information, drawings, or specifications whatsoever (unless the company has otherwise failed to adhere to the same),
The company shall not be liable for any defects in the goods or the installation work arising directly or indirectly from compliance with any drawings, designs, specifications or order of the customer, the customer’s architects, builders, surveyors or any other advisor appointed by or upon the customer’s behalf.
10.2 Termination
· In the event of any payment due by the customer to the company not being paid on the due date, or in the event of the customer becoming insolvent or bankrupt or a petition being presented or a resolution being passed for the liquidation or sequestration of the customer or a receiver, administrator, administrative receiver or judicial factor being appointed over all or any of the assets of the customer, or if any steps are taken in relation to any of the foregoing, or the customer making any voluntary arrangements with its creditors generally then, the company shall be entitled to treat any contract as repudiated and shall be entitled to suspend deliveries to the customer and the manufacture of any of the goods and the supply of the works for the customer upon giving notice thereof to the customer without being liable for any form of loss.
10.3 Termination due to Breach
· Either party shall be entitled to terminate this agreement (without prejudice to any other rights in respect of breaches or terms of this agreement by the other) with immediate effect in the event of any fundamental breach by the other of these terms and conditions, save that in the event of such a breach being remedial, then notice will be given to the defaulting party to rectify and remedy any breech within fourteen (14) days of the date of such notice. The customer’s statutory rights are not affected in any way upon termination.
10.4 Cancellation
· The customer may not cancel any contract unless the company agrees to the same, and then only, upon the terms, that the customer shall indemnify the company against all costs incurred (including the cost of all labour, materials, administration costs and services used), and expenses incurred by the company as a direct result of the cancellation.
10.5 Entire Agreement and Representation
· The customer confirms that they have not relied upon any warranty, representation, or undertaking of or on behalf of the company or of any other person in respect of the subject matter of these conditions save for any representation or warranty or undertaking expressly set out in the body of these terms and conditions and/or the contract and/or the quotation.
· At all times it is the responsibility of the customer to ensure that the goods ordered from the company shall comply with all appropriate laws, codes of conduct, guidelines, and legislation of any kind. This shall include (this list being indicative only and non-exhaustive) compliance with building regulations, health and safety guidelines and legislation, planning permissions, and disability access requirements.
· The customer is advised to ascertain and verify compliance with all such matters with any appropriate third party prior to entering into the contract. Nothing in these terms and conditions is intended to restrict or limit the company’s liability for fraud or fraudulent or negligent misrepresentation.
10.6 Miscellaneous
· In the event of these terms and conditions conflicting with any other terms and conditions, then these terms and conditions shall prevail.
· Failure or delay by the company in enforcing or partially enforcing any provision of the contract shall not be construed as a waiver of its rights generally under the contract.
· If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part then, the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be affected thereby.
· Words importing the singular also include the plural and vice versa where the context so requires.
11. RISK AND TITLE
11.1 Notwithstanding that delivery may have taken place and / or risk in the Goods may have passed to the Customer, title to the Goods shall not pass to the Customer until such time as the Company has received in cash or other cleared funds full payment of the price of the Goods and all other Goods agreed to be sold by the Company to the Customer for which payment is then due.
11.2 Until such time as title in the Goods passes to the Customer:
11.2.1 The Customer shall hold the Goods as the fiduciary agent and bailee of the Company, and shall keep the Goods separate from those of the Customer and third parties, and shall keep the Goods properly stored, protected and insured against all normal risks, to the reasonable satisfaction of the Company and identified as the Company’s property and shall not destroy, deface or obscure any identifying mark or packaging on or related to the Goods.
11.2.2 The Customer shall be entitled to use, re-sell or distribute the Goods in the ordinary course of its business (save that such entitlement may be terminated forthwith by notice from the Company to the Customer, and shall automatically terminate without notice in the event that a receiver or examiner is appointed over any of the assets or the undertaking of the Customer, or a winding up order is made against the Customer, or the Customer goes into voluntary liquidation (other than for the purpose of a solvent reconstruction or amalgamation) or calls a meeting for or makes any arrangement or composition with its creditors or any act analogous to the foregoing in any jurisdiction, and in the event of a liquidator or receiver being appointed then the customer shall pay into a separate bank account any sums received from third parties in respect of the sales to them of Goods by the Customer up to the amount of any indebtedness of the Customer to the Company for the sole benefit of the Company); and
11.2.3 Provided that the Goods are still in existence and have not been sold by the Customer in accordance with Condition 7.2.2 hereto, the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company, and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
11.3 Any Goods repossessed by the Company may be resold or otherwise listed on such terms as the Company may in its absolute discretion determine and the Customer shall remain liable to the Company for the difference between the net proceeds of such resale and all outstanding sums due to the Company in respect of the Goods and for all costs and expenses incurred by the Company in repossessing, storing, insuring and re-selling the same.
11.4 The Customer shall not pledge in any way, or charge by way of security for any indebtedness any of the Goods which remain the property of the Company. Without prejudice to the other rights of the Company, in the event that the Customer purports to do so then all sums whatever owing to the Company by the Customer shall immediately become due and payable.
11.5 The provisions of these Conditions relating to payment for the Goods shall apply equally (and without limitation) to payment for fees or charges incurred by the Company in undertaking any extra work, requirement, modification, test or inspection.
11.6 Upon termination of the Contract, however caused, the Company’s (but not the Customer’s) rights contained in this Condition 7 shall remain in effect.
11.7 Except where, prior to delivery the Company agrees in writing to accept return of the Goods sold hereunder, Company reserves the right to decline at its sole discretion requests from Customer to return the Goods ordered but not accepted by Customer for any reason. No returns may be made without Company’s written approval.
For approval and issuance of Goods return instructions, Customer should contact Company. Customer shall pay all return transit charges to the location designated by Company. Customer may not set off from payments due to Company any amounts for returns or expected returns except with Company’s written permission. Company shall not be obligated to issue any payments or credits for returned amounts where Customer is in default of any of its payment obligations.
12. WARRANTY
12.1 Interior furniture warranty:
Year 1: No quibble warranty on all product and installation once manufacturer warranty stipulations have been met.
Customer damage is not covered under warranty.
Years 2 to 5: Inclusive Full warranty on accessing the product. Client must send in photography off the product and area taken One metre back; to clearly show the affected area.
Once warranty is approved allow six weeks for works to be completed
Year 5 onwards: There will be a €90 plus vat call out charge (this may vary from year to year depending on labour cost). Our fully trained operatives will repair /adjust while on site. If there is any new product required he will advise the client of the cost and availability. Please allow eight weeks for works to be complete.
12.2 Galvanised steel work and associated products
8.1 Subject to the provisions of Condition 9 below, the Company warrants that the Goods will correspond with their specification at the time of delivery and installation and will be free from defect in both materials and workmanship for a period from the delivery and installation date in accordance with the duration of the guarantee outlined in 8.2.
8.2 This warranty shall enter into effect from the delivery and Installation of the Goods and shall not in any event exceed the following time periods:
(a) 15 years for the structural framework of the Goods.
(b) Seven years for Greenhouse (plastic) sheeting.
8.3. Conditions of this Warranty and Goods Guarantee:
8.3.1 Goods shall be maintained free of mechanical damage and accumulations of debris and other pollutants.
8.3.5 Hinges shall be lubricated annually.
8.3.6 Locks shall be lubricated annually.
8.4 Exclusions from the Guarantee – This Guarantee shall not cover:
8.4.1 The performance of the base (whether it be concrete or any other material) unless the base has been manufactured by the Company.
The performance of fixtures to the base (whether concrete, tarmacadam or any other substrate) by the company or customer.
8.4.2 Work carried out by Third Party contractors.
8.4.3 Corrosion or other defects initiating or resulting from non-protected holes and cut edges.
8.4.4 Corrosion or other defects resulting from failure to follow the Company’s instructions (whether oral or in writing).
8.4.5 Corrosion or other defects resulting from exposure to harmful chemicals.
8.4.6 Corrosion or other defects due to accumulations of dirt or other contaminants on or around the Goods.
8.4.7 Corrosion or other defects resulting from exposure to corrosive or incompatible materials.
8.4.8 Corrosion or other defects resulting from the ingress of moisture through ventilation holes.
8.4.9 Defects initiating from fair wear and tear.
8.4.10 Defects initiating from fire, lightning, flood, explosion, abnormal winds, earthquake, acts of war, riots, civil commotion, radiation, falling objects, vandalism, and other extraneous causes, over which the Company has no control.
8.4.11 Damage caused by misuse, wilful act, or negligence, by the Customer, or any other party.
8.4.12 Goods exposed to the seafront as defined by a zone where sea water is capable of spraying, either partially or momentarily over the Goods.
8.4.13 Any alteration or modification to the Goods.
8.4.14 The performance of any touch-up paint or over-paint used on the panels.
8.4.15 Colour fading of the Goods.
8.5 Assignment of this Guarantee is not permitted.
8.6 Except where the Customer is dealing as a consumer (within the meaning of section 3(1) of the Sale of Goods and Supply of Services Act 1980 (the “1980 Act”)), all other warranties, conditions or terms relating to the fitness for purpose, quality or condition of the Goods (including but not limited to sections 13, 14 and 15 of the Sale of Goods Act 1893 (as amended by section 10 of the 1980 Act)), whether express or implied by statute, common law or otherwise, are excluded to the fullest extent permitted by law.
13. LIMITATION OF LIABILITY
13.1 Without prejudice to the generality of Condition 8 above, the Company shall be under no liability to the Customer:
13.1.1 In respect of any defect arising from wear and tear, wilful damage, negligence, abnormal conditions, a failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods under the contract without the Company’s approval;
13.1.2 Whatsoever in the event that the full price (including, without limitation, those matters set out in Condition 7) for the Goods has not been paid by the due date for payment;
13.1.3 Or otherwise be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform any of the Company’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control:
(a) Act of God, explosion, flood, tempest, fire or accident.
(b) War or threat or war, sabotage, insurrection, civil disturbance or requisition.
(c) Acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority.
(d) Import or export regulations or embargoes.
(e) Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party).
(f) Difficulties in obtaining raw materials, labour, fuel, parts or machinery.
(g) Power failure or breakdowns in machinery.
13.2 Where any valid claim in respect of any of the Goods is based on any defect in the quality or condition of the Goods or their failure to meet their specification is notified to the Company in accordance with these Conditions then the Company shall be entitled to fix or replace the Goods (or the part in question) free of charge, or at the Company’s sole discretion refund to the Customer the price of the Goods (or a proportionate part thereof calculated as follows- number of years on the maximum duration in accordance with condition 8.2, divided by the length of the duration of the term and multiplied by the sale value ), but upon the Company undertaking either of the steps in this Condition 9.2 the Company shall have no further liability to the Customer. In any event, and notwithstanding anything else to the contrary, The Customer shall not be entitled to any additional amounts or any other reimbursement, except as explicitly set forth in the preceding sentence of this Condition 9.2. For the removal of doubt, the Customer shall not be entitled to any reimbursement due to defect in the quality or condition of the Goods or their failure to meet their specification, unless the Company was notified of such defect and decided, at its sole discretion, not to replace the Goods (or any applicable component thereof) with conforming Goods or components. Notwithstanding anything else to the contrary in these Conditions, the Company shall not be under any obligation to fix or replace the Goods, or refund the price of such Goods, unless (i) it was notified of the defect in the quality or condition of the Goods or their failure to meet their specification, and (ii) it had the opportunity to inspect the Goods within a reasonable time after it was notified of the defect/non-conformity of the Goods. Except in respect of death or personal injury caused by the Company’s gross negligence, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods.
13.3 Any claim (including any relating to the quality of the Goods) by the Customer arising out of this Contract shall be notified by the Customer to the Company by written notice setting forth fully the facts on which it is based immediately after the date when the facts were discovered or reasonably should have been discovered, but in any event no later than 90 days after the date the Goods were delivered by Company. The Customer unconditionally waives all claims that are not made during the requisite period required by this Contract and the Company shall not be obliged to accept any such claims made after such period.
14. INTELLECTUAL PROPERTY RIGHTS
14.1 As between the Customer and the Company, all intellectual property rights and all other rights in the Goods and the Company’s website shall be owned by the Company, the Company’s agents, subcontractors, consultants and employees as appropriate.
14.2 The Customer shall indemnify the Company on a full indemnity basis against any and all actions, costs (including, without limitation, the costs of defending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement of any patent, registered design, copyright, trademark or other industrial or intellectual property rights resulting from compliance by the Company with the Customer’s specific instructions relating to the use of the Customer’s intellectual property rights.
15. DISPUTE RESOLUTION
15.1 All differences and disputes between the parties or any controversy of claim arising out of the Contract shall in the first instance be referred to mediation. To initiate the mediation a party shall give notice in writing (the “Mediation Notice”) to the other party requesting mediation. Unless otherwise agreed between the parties, the mediator will be nominated on the application of either part by the President for the time being of the Law Society of Ireland (or other officer endowed with the functions of such President or other officer as aforesaid if the President is unable or unwilling to make the appointment). The mediation will start not later than 28 days after the date of the appointment of the mediator. If the mediation does not start within 28 days (or such longer period as the parties agree in writing) from the date of appointment of the mediator or if the parties are unable to resolve the difference or dispute by mediation within fifty six days from the date of appointment of the mediator the difference or dispute shall be submitted to arbitration by a sole arbitrator to be appointed (in the absence of agreement between the parties upon such appointment and on the application of either of them) by the President (or other officer endowed with the functions of such President) for the time being of the Law Society of Ireland or (in the event of the President or other officer as aforesaid being unable or unwilling to make the appointment) by the next senior officer of that Society who is so able and willing to make the appointment and such arbitration shall be governed by the Arbitration Act 2010 provided however that if the arbitrator shall relinquish his appointment or be unable to complete his duties for any reason or if he be removed a substitute may be appointed in his place and in relation to such appointment the procedures hereinbefore set forth shall be deemed to apply as though the substitution were an appointment de novo which said procedures may be repeated as many times as may be necessary. The language which shall be used in these proceedings shall be English and the place of the proceedings shall be Mayo.
16. DATA PROTECTION
The Customer acknowledges and agrees that details of the Customer’s name, address and payment record may be submitted to a credit reference agency, and the Revenue commissioners and personal data will be processed by and on the Company’s as is necessary in connection with the Goods.