DeDannan Door and Window Parts and Hardware Ltd TERMS AND CONDITIONS
- Definitions
1.1 “Company” shall mean DeDannan Door and Window Parts and Hardware Ltd its successors and assigns or any person acting on behalf of and with the authority of DeDannan Limited.
1.2 “Customer” shall mean the person or entity described as such on the invoices, application for credit, quotation, work authorisation or any other forms to which these terms and conditions apply, and shall mean any person acting on behalf of and with the authority of such person, assign or entity.
1.3 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Customer on a principal debtor basis.
1.4 “Goods” shall mean Goods supplied by the Company to the Customer (and where the context so permits shall include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work authorisation or any other forms as provided by the Company to the Customer.1.5 “Services” shall mean all services supplied by the Company to the Customer and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).1.6 “Price” shall mean the cost of the Goods as agreed between the Company and the Customer subject to clause 3 of this contract. - Acceptance
2.1 Any instructions received by the Company from the Customer for the supply of Goods/Services and/or the Customer’s acceptance of Goods/Services supplied by the Company shall constitute acceptance of the terms and conditions contained herein.
2.2 Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable for all payments of the Price.
2.3 Upon acceptance of these terms and conditions by the Customer the terms and conditions are irrevocable and can only be amended with the written consent of the Company.
2.4 The Customer undertakes to give the Company at least fourteen (14) days’ notice of any change in the Customer’s name, address and/or any other change in the Customer’s details.
Price & Payment - Quotes: At the Company’s sole discretion the Price shall be either;
(a) as indicated on invoices provided by the Company to the Customer in respect of Goods
supplied; or (b) the Company’s quoted Price (subject to clause 3.2) which shall be binding upon the Company provided that the Customer shall accept the Company’s quotation in writing within fourteen (14) days.3.2 The Company reserves the right to change the Price in the event of a variation to the Company’s quotation.3.3 Orders are accepted and promises of delivery are given conditionally upon the Company being able to secure the necessary material(s). The Company shall not be liable for any loss or damage including but not limited to lost time and/or work costs arising through delays caused by the late delivery of materials for any reason whatsoever.3.4 Additional costs to the Company, including but not limited to overtime work hours, incurred due to the Customer’s request for urgent delivery will be charged to the Customer as an extra and detailed separately on an invoice.3.5 Time for payment for the Goods shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due twenty one (21) days following the date of the invoice unless otherwise agreed in writing.3.6 Payment will be made by cash, or by direct credit, or by any other method as agreed to between the Customer and the Company. - Orders
4.1 Orders will only be accepted by the Company when received in writing or by email.
4.2 Quotations are issued in writing or by email and must be signed off for approval by the Customer and faxed/emailed/posted to our office to confirm an order, under no circumstances are itimised invoices given for any order/service/repairs unless the client pays €300.00 in advance for same, this is not negotiable, please ensure if you require an itimised invoice that you make this known before the work starts.
4.3 All orders received are placed in a queuing system and the Company will not alter their work rota nor accept any loss or damage caused by delays due to the position of the Customer’s order in the work queue.
4.4 Changes or alteration to an order will result in a longer lead-in time and/or an additional charge relevant to the change charged at the Company’s sole discretion.
4.5 Assistance will be given to the Customer in the determination of their requirements from the site visit, photographs, management company janitor or representative, or from drawings and measurements supplied. Full responsibility for ordering the correct item(s) rests solely with the Customer. - Delivery Of Goods
5.1 At the Company’s sole discretion delivery of the Goods shall take place when the Customer takes possession of the Goods at the Customer’s address (in the event that the Goods are delivered by the Company or the Company’s nominated carrier, or the property where the goods will be fitted/assembled by the Company); or
5.2 At the Company’s sole discretion the costs of delivery are. 5.3 The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery/fitting/assembly. In the event that the Customer is unable to take delivery of the Goods as arranged then the Company shall be entitled to charge a reasonable fee for redelivery.. 5.4 Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this agreement. 5.5 The Company shall not be liable under any circumstances whatsoever, for loss or damage, including but not limited to loss of profit, caused by late delivery due to: a) approved projects/stock/goods or any information necessary, in the Company’s opinion, to complete the contract not being delivered or made available by the Customer to the Company in sufficient time to enable compliance with agreed delivery dates or times; or (b) delays in the approval and sign-off of draft drawings/plans by the Customer; 5.6 The failure of the Company to deliver shall not entitle either party to treat this contract as repudiated. 5.7 The Company shall not be liable for any loss or damage whatever including but not limited to lost working time and/or other project costs due to failure by the Company to deliver the Goods/Services promptly or at all. - Risk
6.1 The Company retains ownership of the Goods nonetheless, all risk for the Goods passes to the
Customer on delivery or the Goods and/or Services.
6.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing
to the Customer, the Company is entitled to receive all insurance proceeds payable for the Goods.
The production of these terms and conditions by the Company is sufficient evidence of the
Company’s rights to receive the insurance proceeds without the need for any person dealing with
the Company to make further enquiries. - Title
7.1 The Company remains the owner of the goods until such time as these and all other sums owed
by the Customer to the Company are paid in full. It is the intention of the Company and agreed by
the Customer that ownership of the Goods shall not pass until:
(a) “sellers are paid in their entirety”
(b) the Customer has paid all amounts owing for the particular Goods, and
(c) the Customer has met all other obligations due by the Customer to the Company in respect
of all contracts between the Company and the Customer. 7 2 Receipt by the Company of any form of payment other than cash shall not be deemed to be
payment until that form of payment has been honoured, cleared or recognised and until then the
Company’s ownership or rights in respect of the Goods shall continue. - Customer’s Disclaimer
8.1 The Customer hereby disclaims any right to rescind, or cancel the contract or to sue for damages
or to claim restitution arising out of any misrepresentation made to the Customer by the Company
and the Customer acknowledges that the Goods/Services are bought relying solely upon the
Customer’s skill and judgment. - Defects
9.1 The Customer shall inspect the Goods on delivery and shall within ten (10) days notify the
Company of any alleged defect, shortage in quantity, damage or failure to comply with the
description or quote. The Customer shall afford the Company an opportunity to inspect the Goods within a reasonable time following delivery if the Customer believes the Goods are defective in any way. If the Customer shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which the Company has agreed in writing that the Customer is entitled to reject, the Company’s liability is limited to either (at the Company’s discretion) replacing the Goods or repairing the Goods. 9.2 The Company shall not be responsible for damage to or loss of the goods or any part thereof in transit (where the Goods are carried by the Company’s own transport or by the carrier on behalf of the Company) unless the Customer shall notify the Company of any such claim within ten (10) days or receipt of the Goods or the scheduled date of delivery, whichever shall be the earlier. 9.3 The Customer will bear full responsibility for any and all errors and/or omissions in the Goods in the event that the Customer has approved the Goods before the final production stage. The Company accepts no responsibility whatever for any errors once approval has been obtained - Returns
10.1 Returns will only be accepted provided that:
(a) the Customer has complied with the provisions of clause 9.1; and
(b) the Company has agreed in writing to accept the return of the Goods; and
(c) the Goods are returned at the Customer’s cost within twenty-one (21)days of the delivery
date; and
(d) the Company will not be liable for Goods which have not been stored or used in a proper
manner; and
(e) the Goods are returned in the condition in which they were delivered and with all packaging
material, brochures and instruction material in as new condition as is reasonably possible in the
circumstances.
10.2 The Company will not accept the return of Goods for credit.
10.3 The Company may (in its discretion) accept the return of Goods for credit or refund but this
may incur a handling fee of 20% of the value of the returned Goods plus any freight.
10.4 Warranty – To the extent permitted by statute, no warranty is given by the Company as to the
quality or suitability of the Goods/Services for any purpose and any implied warranty is expressly
excluded. The Company shall not be responsible for any loss or damage to the Goods, or caused by
the Goods, or any part thereof however arising. - Sale of Goods Act 1893 and Sale of Goods and Supply of Services Act 1980
11.1 This agreement is subject to the provisions of the Sale of Goods Act 1893 and the Sale of Goods
and Supply of Services Act 1980 in all cases except where the Customer is contracting within the
terms of a trade/business (which cases are specifically excluded).
11.2 Notwithstanding clause 11.1 nothing in this agreement is intended to have the effect of
contracting out of any applicable provisions of the Sale of Goods Act 1893 (in particular sections 12-
15), or the Sale of Goods and Supply of Services Act 1980, or any laws or legislation governing the
rights of consumers, except to the extent permitted by those Acts laws or legislation.
11.3 In particular where the Customer buys Goods as a consumer the provisions of Clauses 9, 10 and
11 above shall be subject to any laws or legislation governing the rights of consumers - Intellectual Property
12.1 Where the Company has designed or drawn Goods for the Customer, then the copyright in
those designs and drawings shall remain vested in the Company, and shall only be used by the
Customer at the Company’s discretion.
12.2 Where any designs or specifications have been supplied by the Customer for manufacture by or
to the order of the Company then the Customer warrants that the use of those designs or
specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe
the rights of any third party and will not cause the Company to infringe any patent, registered design or trademark in the execution of the Customers order.
12.3 The Customer shall indemnify the Company against any claims by third parties for patent,
trademark, design or copyright infringement, directly or indirectly arising out of the design,
workmanship, material, construction, or use of the Goods or any other deficiency therein. Where
the Customer has supplied drawings, sketches, files or logos to the Company, the Customer warrants
that the drawings, sketches, files or logos do not breach any patent, trademark, design or copyright.
12.4 The Company may grant the Customer a licence to use the Intellectual Property referred to in
clause 13.1 in relation solely to the operation of the Customer’s business however, the Customer
shall not use nor make copies of such Intellectual Property in connection with any work or business
other than the work or business specified in writing to the Company unless express approval is given
in advance by the Company. Such licence shall terminate on default of payment or any other terms
of this agreement by the Customer. - Default & Consequences Of Default
13.1 ‘Notwithstanding delivery and the passing of risk, property in and title to the goods shall remain
with the Company until the company has received payment of the full price of (a) all goods and/or
services the subject of the contract and (b) all other goods and /or services supplied by the Company to the Customer under any contract whatsoever. Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between the Company and Customer’.
13.2 Interest on overdue invoices shall accrue from the date when payment becomes due daily until
the date of payment at a rate of 2.5% per calendar month and such interest shall compound monthly
at such a rate after as well as before any judgment.
13.3 If the Customer defaults in payment of any invoice when due, the Customer shall indemnify the
Company from and against all costs and disbursements incurred by the Company in pursuing the
debt including legal costs on a solicitor and own Customer basis and the Company’s collection
agency costs.
13.4 Without prejudice to any other remedies the Company may have, if at any time the Customer is
in breach of any obligation (including those relating to payment); the Company may suspend or
terminate the supply of Goods to the Customer and any of its other obligations under the terms and
conditions. The Company will not be liable to the Customer for any loss or damage the Customer
suffers because the Company exercised its rights under this clause.
13.5 If any account remains overdue after thirty (30) days then an amount of the greater of €20.00
or 10.00% of the amount overdue (up to a maximum of €200) shall be levied for administration fees
which sum shall become immediately due and payable.
13.6 Without prejudice to the Company’s other remedies at law the Company shall be entitled to
cancel all or any part of any order of the Customer which remains unperformed in addition to and without prejudice to any other remedies and all amounts owing to the Company shall, whether or not due for payment, become immediately payable in the event that: (a) any money payable to the Company becomes overdue, or in the Company’s opinion the Customer will be unable to meet its payments as they fall due; or (b) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or (c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer. - Data Protection Act 1988 & Data Protection Act 2018
14.1 The Customer and the Guarantor/s (if separate to the Customer) authorises the Company to:
(a) collect, retain and use any information about the Customer, for the purpose of assessing the
Customer’s creditworthiness or marketing products and services to the Customer; and (b) to disclose
information about the Customer, whether collected by the Company from the Customer directly or
obtained by the Company from any other source, to any other credit provider or any credit reporting
agency for the purposes of providing or obtaining a credit reference, debt collection or of listing
(whether before or after judgement) a default by the Customer on publicly accessible credit
reporting databases. 2 Where the Customer is an individual the authorities under (clause 14.1) are authorities or consents for the purposes of the Data Protection Act 1988 & Data Protection Act 2018.
14.3 The Customer shall have the right to request the Company for a copy of the information about
the Customer retained by the Company and the right to request the Company to correct any
incorrect information about the Customer held by the Company. - Unpaid Company’s Rights. 1 Where the Customer has instructed the company to build/repair/replace goods or has left any
item with the Company for repair, modification, exchange or for the Company to perform any other
Service in relation to the item and the Company has not received or been tendered the whole of the
Price, or the payment has been dishonoured, the Company shall have:
(a) a lien on the item;
(b) the right to retain the item for the Price while the Company is in possession of the item;
(c) a right to sell the item.
15.2 The lien of the Company shall continue despite the commencement of proceedings, or judgment for the Price having been obtained. - General
16.1 Each clause of this contract is severable and distinct from the others. If any provision of these
terms and conditions is or becomes invalid, void, illegal or unenforceable the validity, existence,
legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
16.2 These terms and conditions and any contract to which they apply shall be governed by the laws
of Ireland and are subject to the jurisdiction of the courts of the Republic of Ireland.
16.3 The Company shall be under no liability whatever to the Customer for any indirect loss and/or
expense (including loss of profit) suffered by the Customer arising out of a breach by the Company of these terms and conditions. 16.4 In the event of any breach of this contract by the Company the remedies of the Customer shall be limited to damages to the amount of €100.00. Under no circumstances shall the liability of the Company exceed the Price of the Goods. 16.5 The Customer shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Customer by the Company. 16.6 The Company may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.16.7 The Company reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which the Company notifies the Customer of such change. Except where the Company supplies further Goods to the Customer and the Customer accepts such Goods, the Customer shall be under no obligation to accept such changes. 16.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party. - Cancellation and force Majeure
17.1 If the customer cancels an order than he shall pay to the Company on demand a sum
equivalent to all its costs, fees and expenses incurred in meeting the order including any damages
payable to the Company for loss of anticipated profits on said order.
17.2 Neither party shall be liable to the other by reason of its failure if due to or results from
breakdown of plant or apparatus, heavy rain, orange or red weather warnings, fire, explosion, strike,
lock-out or any other event caused beyond its control.
DeDannan Door and Window Parts and Hardware
12 October 2023
