| 1. Definitions |
“Client” means the company engaging the Supplier to provide the Services as specified in the Letter.
“Fee” means the fees for the provision of the Services as specified in the Letter.
“order form” means the order form accompanying these Terms and Conditions.
“Schedule” means the agreed schedule for the commencement and completion of the Services.
“Services” means the office fit out services specified in the accompanying Letter.
“Supplier” and “seller” means Proform Panels Limited
“Terms and Conditions” means these Terms and Conditions, the quotation Letter and the schedule |
| 2. Services |
2.1 Subject to payment of the Fee when due and the provision by the Client of the necessary facilities as set out in the Schedule, the Supplier shall provide the Services in accordance with these Terms and Conditions. The signed order form must be returned before commencement of work.
2.2 The Services shall be provided by the Supplier at the Client’s premises. The Client shall procure that all necessary facilities are in place prior to commencement of the Services in order to enable the Supplier provide the Services.
2.3 Delays: In the event that the Client fails to provide the facilities specified in the Schedule in timely manner, the Supplier shall be entitled to set back any delivery date by the consequent period of delay. |
| 3. Payment Terms |
3.1 The Client shall pay all Fees due to the Supplier for the Services in accordance with the payment schedule set out in the order form. All Fees shall be paid in full within thirty (30) days from the date of the Supplier’s invoice.
3.2 All parties hereby agree that time shall be of the essence with regard to the payment of any amounts due to the Supplier under this Terms and Conditions. In the event that the Client the Fees or any instalment thereof within 10 (ten) working days from when such payment became due, the Supplier reserves the right without prejudice to all its other rights to impose a surcharge of 2% per month (such fee to accrue on a day to day basis) on the outstanding amount until the actual date of payment of such amount. |
| 4. Warranties |
| 4.1 The Supplier hereby undertakes and warrants that all Services shall be rendered with all due skill, care and diligence and shall be provided promptly and in an efficient manner and in accordance with the Specification. |
| 5. Insurance |
| 5.1 The Supplier shall take out and at all times during the duration of the Terms and Conditions maintain, at its own cost, insurance that a service provider would normally maintain, including that in relation to professional indemnity, with a reputable insurance company against liability for which the Supplier may be responsible arising out of the provision of the Services to the Client and to the extent that such insurance is available and to a level which a prudent service provider would maintain. |
| 6. Indemnities |
| 6.1 The Client shall indemnify and keep the Supplier indemnified against all actions, claims, demands, liabilities, costs, charges and expenses whatsoever (including without limitation reasonable legal fees) which may be brought against the Supplier as a result of any breach or non-performance of any of the Client’s warranties, representations, agreements and undertakings contained in these Terms and Conditions. |
| 7. Confidentiality |
7.1 The Client shall treat as secret and confidential and not at any time during or subsequent to the termination of these Terms and Conditions for any reason disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of any confidential information which is not information in the public domain relating to the Supplier’s activities, processes, business affairs where knowledge or details of the information was received during the period of these Terms and Conditions or previously.
7.2 Upon termination of these Terms and Conditions for whatever reason, the Client shall deliver up to the Supplier all material (in whatever format it is stored) and copies provided to it pursuant to these Terms and Conditions.
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| 8. Termination |
8.1 The Supplier may by notice in writing terminate these Terms and Conditions with immediate effect during the term if the Client is:
8.1.1 in breach of any of the terms of these Terms and Conditions which in the case of a breach capable of remedy is not remedied by the Client within 14 days of receipt by the Client of a notice from the Supplier specifying the breach and requiring its remedy; or
8.1.2 is incompetent, commits any act of gross misconduct and/or neglect or omits to perform any of its duties or obligations under these Terms and Conditions; or
8.1.3 fails or refuses after written warning to carry out the duties reasonably and properly required of it under these Terms and Conditions; or
8.1.4 enters into bankruptcy or liquidation (other than for the purposes of reconstruction without insolvency) or makes any composition with its creditors or have an administrator or administrative receiver appointed over all or part of its undertaking or assets.
8.2 No failure or delay by any party in exercising any of its rights under these Terms and Conditions will be deemed to be a waiver of those rights and no waiver of any provision of these Terms and Conditions will be deemed to be a waiver of any subsequent breach of the same or any other provision.
8.3 Reservation of Title
The seller remains owner of the goods supplied until the price and all other sums owed by the buyer to the seller are paid in full. |
| 9. Force Majeure |
| 9.1 Notwithstanding anything to the contrary in these Terms and Conditions, neither party shall be liable to the other for any failure of performance hereunder which is due to an Act of God, accident, fire, lockout, strike or other labour dispute (except for lockouts, strikes or labour disputes occurring to the Supplier), riot or civil commotion, failure of technical or electrical facilities not within such party’s reasonable control, act of public enemy, enactment, rule, order or act of government (whether national or local), or other acts or events of a similar or different nature beyond the reasonable control of either party, any such act or event being deemed an event of force majeure. Should an event of Force Majeure continue for a period of sixty (60) days or more, then either party shall be entitled to terminate these Terms and Conditions forthwith. |
| 10. General |
10.1 No Joint Venture: These Terms and Conditions shall not be deemed to create any partnership, agency, joint venture or employment relationship between the Client and the Supplier and neither of them shall do or permit any act to be done, whereby it may be represented as being the agent or partner of the other.
10.2 Severability: If and to the extent that any of the terms and conditions of these Terms and Conditions shall be determined to be invalid, unlawful or unenforceable, such term or condition shall to that extent be severed from the remaining terms and conditions which shall continue to be valid to the fullest extent permitted by law.
10.3 Entire Agreement: These Terms and Conditions contains the entire agreement between the parties with respect to the subject matter hereof and shall supersede all prior proposals, representations, agreements and negotiations relating thereto, whether written, oral or implied, between the parties or their respective advisers, save as otherwise provided herein, and, save as herein provided, no modification or amendment of these Terms and Conditions shall be validly made unless in writing and signed by or on behalf of both parties to these Terms and Conditions.
10.4 Governing Law and Jurisdiction: These Terms and Conditions shall be construed in accordance with the laws of Ireland. The parties agree that the Courts of Ireland shall have exclusive jurisdiction to adjudicate any dispute arising out of or in connection with these Terms and Conditions and for such purposes, each party irrevocably submits to the jurisdiction of the Courts of Ireland.
10.5 Notices: Notices and other communications to the parties to these Terms and Conditions required or permitted hereunder shall be in writing, may be given by hand delivery to the relevant registered office by pre-paid registered post or facsimile to the correct address, or correct facsimile number and shall be deemed delivered on the next business day of the addressee after being sent to or left at the address of the party to which it is to be given. |
| 11. Limitation of Liability |
11.1 Neither party excludes or restricts in any way its liability for death or personal injury or for negligence or for fraudulent misrepresentation.
11.2 Except for the provisions of clause 11.1, in no event shall the Supplier, its officers, employees, contractors and agents be liable for indirect, special, incidental, punitive or consequential loss or damages including but not limited to whether occasioned by the act, breach, omission, default or negligence of its personnel. For the avoidance of doubt, such consequential loss shall include without limitation, loss of profits, loss of revenue, loss of use of data, loss of sales, loss of turnover, loss of savings or anticipated savings, loss of investments, loss of or damage to goodwill, loss of or damage to business, interruption to business, loss of or damage to reputation, loss of contracts, loss of, or loss of use of any (i) software or (ii) data, loss of use of any computer or other equipment or plant; cost of capital, losses or liabilities under or in relation to any other contract whether or not foreseeable, arising out of or in connection with these Terms and Conditions whether based on contract, tort or any other legal theory, even if the Supplier and/or the Client has been advised of the possibility of such damages and for the purposes of this clause 11.2, the term “loss” includes a partial loss or reduction in value as a complete or total loss.
11.3 Except for the provisions of clause 11.1, if the Supplier is in breach of any obligations under these Terms and Conditions (or any part of them) then, subject to clause 11.1, the Supplier’s liability to the Client in respect of direct loss or damage of whatsoever nature, howsoever arising, including without limitation, costs, charges, expenses, suits, claims, liquidated damages, or proceedings brought against the Client, flowing from any one event or series of connected events arising out of or in connection with these Terms and Conditions shall be limited to one (1) time the total amount of the Fees paid by the Client to the Supplier up to and including the date the event giving rise to the loss occurs. For the avoidance of doubt, the Supplier’s liability under clause 11.1 only shall be unlimited.
11.4 Each party hereby expressly acknowledges and agrees that the forgoing limitations of liability are essential elements of the basis of the bargain between the parties and in the absence of such limitations, the material and economic terms of these Terms and Conditions would be substantially different. |
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