1. Definitions:
In these Conditions – “CONDITION” means the condition of sale or contract.
“STURDY” means Sturdy Products Ltd.
“THE CLIENT” means any person, firm or company to whom Sturdy Ltd has agreed to sell Goods or supply Services or wishes to purchase goods or services from Sturdy.
“GOODS AND SERVICES” means any Goods or Services agreed to be sold or supplied by Sturdy to the client and Goods shall include, but without limitation, any Product or item supplied by Sturdy and Services shall include, but without limitation, the installation, delivery, testing and commissioning of any Product or item supplied by Sturdy.
“PRODUCT” means anything that is manufactured by the company or sold by the company.
“ITEM” means anything that is supplied by Sturdy, which is not manufactured by the company.
2. Terms and Conditions of Contract / Sale:
Sturdy agrees to do business with the client only upon the terms and conditions set out herein, or in any written tender / offer prepared by Sturdy to the client. Such terms and conditions shall prevail notwithstanding any printed or other conditions proposed by the client. No other agreement, representation, promise, undertaking or understanding of any kind unless accepted in writing by a duly authorised representative of Sturdy shall alter, vary, supersede or operate as a waiver of these terms and conditions.
If any conditions are waived by Sturdy the rest of the conditions shall remain in force.
3. Specifications:
a) If Goods are supplied in accordance with the Client’s Specifications (“the Specifications”), the Client shall be solely responsible for the Specifications and ensuring they are accurate.
b) The Client shall be responsible for supplying the Specifications within a sufficient time to enable the company to perform the Contract in accordance with its terms.
c) The Specifications and designs of Sturdy, which without prejudice to the generality of the foregoing shall include illustrations, drawings, weights and dimensions are, unless expressly stated otherwise, subject to modification or improvement and must be regarded as approximate.
4. Price:
a) All prices charged by Sturdy are payable strictly net and are quoted exclusive of VAT
b) All prices stated shall be subject to variation at the sole discretion of Sturdy at any time without prior notice, Sturdy shall notify the Client of any variation before delivery of the Goods.
c) The client shall pay the price for the goods or for the provision of the Services promptly and without deduction within 30 days of an invoice in respect of the same having being rendered on terms agreed by Sturdy with the client.
d) Without prejudice to paragraph a) and b) of this clause where the contract relates to Goods or Services the subject of a Sturdy tender, the price shall be paid on the following basis:-
1) At the time the client submits an order for Goods and/or Services: 10% of the total contract price.
2) At any time or times between the date of submission of an order and the date of our practical completion of work: a sum or sums in respect of expenses already incurred or goods supplied together amounting to a maximum of 75% of the total contract price, bringing total paid on practical completion of the work to 85%.
3) One month after the time of practical completion of contract, the remaining 15% of the total contract price.
e) Subject to clause d), the contract price shall be subject to variation by the following escalation clause, this is our method to reflect changes in cost of labour, materials and all other costs and expenses, including taxes of all kinds incurred between:
(i) (x) The date of any Sturdy tender or, where such tender so provides, the basic date mentioned therein or, in cases where there has been no Sturdy tender.
(y) The offer date; and
(ii) The date of completion of work by Sturdy.
The escalation clause shall be applied as:
PI = PO (10 + 50 MI + 40 WI)
100 MO WO
PI= New price
PO= Tender price.
MI= Basic Industry raw material at time of purchase of materials
MO= Basic Industry raw material price at time of tender
WI= Operatives rate of wages and/or allowances at time of manufacture in accordance with recognised agreement.
WO= Operatives rates of wages and/or allowances at time of tender in accordance with recognised agreement.
Without prejudice to the generality of the foregoing Sturdy shall also be entitled to recover from the Client by way of increased price, any Government Levy or surcharge imposed between the dates in (i) and (ii) above.
f) Where the clients account remains due and unpaid for more than 14 days after the times prescribed for payment in paragraphs c) or d) of this clause as appropriate, Sturdy shall have the right to charge interest on the amount outstanding at the rate of 2% per month.
5. Delivery:
a) Any date given to the client either as a proposed date for delivery of the Goods or as a proposed date for the completion of the contract by Sturdy, whether such date is given in a Sturdy tender or otherwise, is given in good faith but cannot be guaranteed and should be used for guidance only.
Any such date is given on the assumption that the required labour and materials prove to be available at the appropriate times. Where the Goods are sold “ex works” the point and time of the delivery shall be the loading of the Goods on the Client’s or carrier’s transport. Where the Goods are sold with carriage by or through Sturdy, the point and time of delivery shall be the delivery or transport of the Goods to the Client’s premises or at such other place, as it shall direct. Delivery shall mean arrival of transport at Client’s premises. Off loading is the responsibility of the Client.
b) Time for delivery shall not be of the essence unless previously agreed by a Director of Sturdy in writing. The Company will use its reasonable endeavours to complete delivery on or before any delivery dates requested by the Client or estimated by Sturdy but will not be liable for any delay in delivery.
6. Alterations and Improvements:
a) Sturdy may carry out without notice to the Client alterations or improvements in design, materials or methods of manufacture from time to time and may substitute other reasonably similar parts for any proprietary or special part ordered by the Client which Sturdy considers to be unprocurable in sufficient quantities or procurable with difficulty or at an excessive cost.
b) Further, Sturdy may supersede, materially alter or abandon the design or type. In exercising this right, Sturdy shall give written notice to the Client and the Client may within 14 days after such notice is given terminate the contract by giving written notice to Sturdy. If the contract is so terminated the deposit (if any) or portion of the contract prices paid at the time of placing the order shall be returned to the Client but no other claim for loss or damage may be made.
c) If in the opinion of Sturdy, there is no design or type which could reasonably be substituted under sub clause (a) of this clause, Sturdy’s obligation to complete performance under the contract shall be suspended until such time as a substitute therefore can be found and become available.
7. Risk and Reservation of Title:
a) Risk in the Goods shall pass to the Client on delivery as defined in Clause 5 hereof. Property in and title to the Goods in each delivery shall not pass to the Client until payment of the price has been made in full in respect of the Goods comprised in the relevant delivery. In the event of the Client’s insolvency or the failure by the Client to pay any amount due to Sturdy, at the Client’s expense all Goods the subject of such demand and in the event of it’s failure to do so Sturdy is expressly authorised by the Client to enter onto its premises and to retake possession of any Goods upon which payment remains due or has not been received, or
b) If before payment has been made by the Client in full hereunder, possessions of the Goods shall have passed into the hands of the third party, the Client hereby undertakes to procure that such third party shall, upon obtaining possession of the Goods grant to Sturdy equivalent rights as to entry onto premises to retake the Goods as are granted to Sturdy by the Client in respect of its own premises under paragraph (a) of this Clause.
8. Liability:
a) All conditions and warranties in respect of the Goods relating to quality, fitness for purpose or otherwise whether express or implied by Statute Common Law usage or otherwise are hereby excluded and the liability of Sturdy is hereby excluded PROVIDED ALWAYS that such exclusion shall not apply in the case of the provisions implied by Sale of Goods Act (“the Act”) nor where the sale is a “consumer sale” as defined in the Act, shall such exclusion apply in the case of the provisions of and warranties implied by the Act.
b) Sturdy hereby excludes all liability of whatsoever nature and howsoever arising for any loss or damage whether direct or consequential suffered or sustained by the Client, its employees, servants or agents as a consequence of or in connection with any error, act or omission (whether negligent or otherwise) on the part of Sturdy, its employees, servants or agents, in relation to the performances or purported performance by Sturdy of its obligations to the Client under the contract.
c) In no circumstances whatsoever shall Sturdy be liable for consequential or indirect damage or loss, howsoever caused including loss of profit.
d) Without prejudice to the generality of the foregoing Sturdy shall not be liable for any loss or damage of whatsoever kind resulting from:
i) Inadequate storage of goods delivered to the Client prior to use.
ii) A failure to comply with Sturdy installation requirements as set by Sturdy or otherwise made known to the Client.
iii) Settlement or inadequacy for its purpose of any base or other support whatsoever constructed or prepared by the Client or his Main Contractor, or any other person not being Sturdy or its employees as support for any Sturdy product
iv) Acts or omissions of any kind by persons over whom Sturdy has no control.
9. Claims:
a) Insofar as carriage of the Goods is undertaken by or on behalf of the Client, Sturdy shall not be liable for any loss or damage to the Goods occurring during the course of transit to the Site.
b) Where carriage is undertaken by or on behalf of Sturdy no claims shall be brought against Sturdy in respect of loss or damage to the Goods occurring during the course of transit to the Site unless written notices of such loss or damage shall have been given to Sturdy within 48 hours of receipt or in the event of non delivery, 14 days of the stated date of despatch.
c) 1) The Client shall upon delivery examine the Goods and shall promptly (but in any event within 2 working days of delivery) notify in writing the Company and the Carrier, where relevant of any apparent damage, defect or shortage.
2) the Client shall comply with the Carriers rules, regulations and requirements so as, when appropriate, to enable the Company to make a claim against the Carrier in respect of any damage or loss in transit.
3) Claims in respect of damage, defects or shortage not apparent on examination under 1) must be notified in writing to the Company within 21 days of the date of delivery.
4) Notification under 1) and 2) above shall be first made by telephone, then by notice in writing delivered by facsimile or by first class recorded delivery mail and addressed to : Sturdy Products Limited., Blessington Industrial Estate, Blessington, Co. Wicklow.
10. Force Majeure:
If Sturdy is rendered unable wholly or in part by force majeure to carry out its obligations under the contract it shall give to the Client written notice of the force majeure giving reasonable particulars thereof and when such notice has been given Sturdy shall be under no liability whatsoever for any failure, whether full or partial, in the performance of its obligations under the contract or for delay in such performance. The term force majeure as used in these conditions shall be deemed to include but shall not be limited to any war, armed conflict short of war, Act of God, fire, flood, Government regulation or act, any natural or accidental disaster, any strike, lockout or industrial dispute or shortage of materials or any breakdown of machinery or any other cause outside the reasonable control of Sturdy.
11. Patent Rights:
The Client shall indemnify Sturdy from all claims, demands, damages, penalties, costs, expenses or liability in respect of the infringement of any letters, patent, registered design, design copyright, copyright or other industrial property right (not being a breach by Sturdy) resulting from or arising in the performance of a contract or any contract in accordance with the instructions of the Client.
12. Termination:
a) Without prejudice to any other rights which Sturdy shall be entitled to on giving written notice to the Client, to terminate the contract forthwith. Sturdy shall be entitled to demand immediate payment of any amount due to Sturdy thereunder and to retain any deposits or part payments already made if either of the following events occurs:
i) The Client, not being a body corporate, becomes bankrupt or compounds or makes any arrangement with his creditors or commits any act of bankruptcy.
ii) The Client, being a body corporate, goes into liquidation whether compulsory or voluntary (save for the purpose of reconstruction or amalgamation) or has a receiver appointed of its undertaking or assets or any part thereof.
b) On termination of the contract by Sturdy under sub clause (a) of this clause, Sturdy shall have a general lien over all property and materials belonging to the Client which are in the possessions of Sturdy for any sum due under or in connection with this contract or any other contract. Sturdy shall be entitled to such materials or property and to re-sell the goods to meet this sum.
13. Notice:
Any notice given pursuant to these terms and conditions shall be duly given if sent by first class pre-paid registered letter post addressed to Sturdy or the Client or their respective agents as the case may be at their last known address or delivered to that address by hand. In the case of delivery by post, the notice shall conclusively presumed to have been received 2 days after despatch and in the case of delivery by hand on the day of despatch.
14. Arbitration:
Any dispute arising hereunder, may with the written consent of the parties, be determined by arbitration in Ireland under the terms of the Irish Arbitration Act 1980, or any statutory amendment or re-enactment thereof. The dispute shall be referred to the arbitration of a single arbitrator who shall be appointed by agreement between the parties or who, failing such agreement within a period of 30 days from the date of referral to arbitration, shall be appointed at the request of either party by the President for the time being of the Law Society in Ireland.
15. Validity:
If any of these Conditions or part of one of these Conditions is rendered void by any legislation to which it is subject to or is unenforceable to the extent that it is not fair or reasonable to allow reliance upon them the remaining condition shall remain applicable.
16. Warranty:
Owing to variations in methods of usage’s and chemical contents, no warranty expressed or implied is given on the goods or services as a whole, unless by agreement in writing with Sturdy and the Client. No claims for damage by the client, others, animals, insects or any mechanical means will be accepted by Sturdy.
17. Right to Sub-Contract / Assignment:
a ) Sturdy shall be entitled to Sub-Contract the whole or any part of the Contract without the
Client’s consent.
b ) Sturdy shall be entitled to assign or otherwise transfer the whole or any part of the Contract
or any of Sturdy rights and obligations hereunder (including, without limitation, any debt or
indebtedness owed by the Client to Sturdy) whether in whole or in part without the prior
written consent of the Client.
18. Law:
This contract shall be governed by and constructed in accordance with Irish Law.
The above general conditions are applicable to all transactions undertaken by Sturdy Products Limited unless specifically waived in writing by a director of the company.
