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Terms and Conditions

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Ecological Building Systems UK Ltd (Great Britain)

  1. Definitions

    1. ‘Approved Credit Customers’ shall mean any Customers who have an existing payment agreement with the Seller for the supply of Goods and Services.
    2. ‘Bespoke Goods’ shall mean Goods which are made to order according to a specification provided by the Customer.
    3. ‘Contract’ shall mean the contract for the sale of Goods and/or Services at an agreed Price between the Customer and Seller, subject to the T&Cs.
    4. ‘Consumer’ shall mean a Consumer as under the Consumer Rights Act 2015. A non-Consumer shall mean someone who is not a Consumer under the Consumer Rights Act 2015.
    5. '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 the T&Cs apply and shall mean any person acting on behalf of and with the authority of such person or entity.
    6. ‘Defect’ shall include shortage in quantity, damage, or failure to comply with the description or quote at the time of sale.
    7. ‘Delivery’ shall mean the physical transfer of the Goods and/or Services from the Seller to the Customer, subject to clause 4 of the T&Cs.
    8. ‘Fault’ shall mean any flaw that detracts from the overall use of the Goods and/or renders the Goods not fit for purpose.
    9. ‘GDPR’ shall mean UK General Data Protection Regulations, legislation and otherwise any law regarding the handling and protection of Customer data.
    10. 'Goods' shall mean goods supplied by the Seller to the Customer and are as described on the invoices, quotation, work authorisation or any other forms as provided by the Seller to the Customer.
    11. 'Guarantor' means that person (or persons), or entity, who agrees to be liable for the debts of the Customer on a principal debtor basis.
    12. ‘Perishable Goods’ shall mean any Goods which have a limited shelf life, come with an expiry date, can deteriorate over time and/or come with specific storage requirements, including but not limited to, plasters, adhesives, mortars, liquid applied membranes and liquid surface treatments.
    13. 'Price' shall mean the cost of the Goods and/or Services as agreed between the Seller and the Customer subject to clause 3 of the T&Cs.
    14. 'Seller' shall mean Ecological Building Systems UK Limited (CRN: 05864015), its successors and assigns or any person acting on behalf of and with the authority of Ecological Building Systems UK Limited.
    15. 'Services' shall mean all services supplied by the Seller to the Customer and includes any advice, product training or recommendations.
    16. ‘Special orders’ shall mean orders of Goods which are ordered by the Seller from the manufacturer on demand and are not generally kept in stock at the Seller’s premises, i.e. non-stock items.
    17. ‘T&Cs’ shall mean these terms and conditions contained herein.

  2. Acceptance

    1. Any instructions received by the Seller from the Customer for the supply of Goods and/or Services for an agreed price (verbal, written, electronic or otherwise) shall constitute acceptance of the Contract and T&Cs.
    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.
    3. Upon acceptance of the T&Cs by the Customer the T&Cs are irrevocable and can only be amended with the express written consent of the Seller.

  3. Price And Payment

    1. The Price shall be the Seller's quoted Price (subject to clause 3.2) which shall be binding upon the Seller provided that the Customer accepts the Seller's quotation in writing within thirty (30) calendar days.
    2. The Seller reserves the right to change the Price in the event of an agreed variation to the Seller's quotation.
    3. At the Seller's sole discretion a deposit on account of the Price may be required which will only be refundable as follows:
      1. The Customer shall be entitled to a refund on any deposit given in respect of the provision of training by the Seller, provided that the Customer (or their agents) attends such training at the pre-arranged date and/or time.
      2. Otherwise any deposit, in particular those in respect of Bespoke Goods, Perishable Goods and Special Orders are non-refundable.
    4. Time for payment for the Goods for Approved Credit Customers and purchases made by way of a pro-forma shall be thirty (30) calendar days from date of the invoice being sent to the Customer.
    5. Time for payment for Goods purchased by web order may be processed at any time between placement of order and Delivery.
    6. At the Seller's sole discretion;
      1. Payment shall be due before Delivery of the Goods and/or Services, or
      2. Payment for Approved Credit Customers shall be made by instalments in accordance with the Seller's payment schedule.
    7. Payment will be made by bank cheque, or by credit / debit card, or by direct credit, or by any other method as agreed to between the Customer and the Seller.
    8. VAT and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.

  4. Delivery of Goods and/or Services

    1. At the Seller's sole discretion Delivery of the Goods shall take place when:
      1. the Customer takes possession of the Goods at the Seller's address or
      2. the Customer takes possession of the Goods at the Customer's address (in the event that the Goods are delivered by the Seller or the Seller's nominated carrier); or
      3. the Seller’s nominated carrier certifies that delivery has been effected at the premises of the Customer; or
      4. The Customer's nominated carrier takes possession of the Goods in which event the carrier shall be deemed to be the Customer's agent; or
      5. The Customer (or an authorised agent) otherwise takes physical possession of the Goods.
    2. Delivery cannot take place until payment has been received in cleared funds by the Seller.
    3. Delivery of the Services shall be construed as occurring when the Services are:
      1. actioned and completed if the Services are physical; or
      2. conveyed if the Services are advisory or informational, including product
    4. The Seller’s delivery fee will be calculated according to the particular details of the order. Details that will be considered when calculating any delivery fee includes but is not limited to weight and size of order, access and mileage to delivery address and waiting times.
    5. The Customer shall make all arrangements necessary to take Delivery of the Goods and/or Services whenever they are tendered for Delivery. In the event that the Customer is unable to take Delivery of the Goods and/or Services as arranged then the Seller shall be entitled to charge a reasonable fee for re-delivery.
    6. Delivery of the Goods and/or Services to a third party nominated by the Customer is deemed to be Delivery to the Customer for the purposes of the T&Cs.
    7. The Seller may deliver the Goods and/or Services by separate instalments at its sole discretion. Each separate instalment shall be invoiced and paid for as a separate invoice in accordance with the provisions in the T&Cs.
    8. Time and date of Delivery (as defined at 1.7) is not of the essence to the Contract.

  5. Risk

    1. If the Seller retains ownership of the Goods nonetheless, all risk for the Goods passes to the Customer on Delivery.
    2. If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Customer, the Seller is entitled to receive all insurance proceeds payable for the Goods. The production of the T&Cs by the Seller is sufficient evidence of the Seller's rights to receive the insurance proceeds without the need for any person dealing with the Seller to make further enquiries.

  6. Title

    1. Ownership and title of the Goods shall not pass until:
      1. the Customer has paid all amounts owing for the particular Goods; and
      2. The Customer has met all other obligations due by the Customer to the Seller in respect of all contracts between the Seller and the Customer.
    2. Receipt by the Seller 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 Seller's ownership or rights in respect of the Goods shall continue.
    3. It is further agreed that:
      1. where practicable the Goods shall be kept separate and identifiable until the Seller shall have received payment and all other obligations of the Customer are met; and
      2. Until such time as ownership of the Goods shall pass from the Seller to the Customer the Seller may give notice in writing to the Customer to return the Goods or any of them to the Seller. Upon such notice the rights of the Customer to obtain ownership or any other interest in the Goods shall cease; and
      3. the Seller shall have the right of stopping the Goods and/or Services in transit whether or not Delivery has been made; and
      4. the Customer is only a bailee of the Goods and until such time as the Seller has received payment in full for the Goods then the Customer shall hold any proceeds from the sale or disposal of the Goods on trust for the Seller; and
      5. the Customer shall not deal with the money of the Seller in any way which may be adverse to the Seller; and
      6. the Customer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods before ownership has passed to the Customer; and
      7. the Seller can issue proceedings to recover the Price of the Goods and/or services sold notwithstanding that ownership of the Goods may not have passed to the Customer; and
      8. Until such time that ownership in the Goods passes to the Customer, if the Goods are converted into other products, the parties agree that the Seller will be the owner of the end products; and
      9. If the Customer does not pay for the Goods within thirty (30) calendar days of Delivery of the Goods, the Customer grants the Seller permission to enter its premises for the purpose of recovering the Goods.

  7. Customer's Disclaimer

    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 Seller or any of the Seller’s representatives, agents and/or employees (whether authorised to make such a representation or not).
    2. If the Customer is a non-Consumer, they acknowledge that, the Goods are bought relying solely upon the Customer’s skill and judgment.

  8. Defects

    1. The Customer shall inspect the Goods and/or Services immediately upon Delivery and notify the Seller’s nominated courier of any Defects which are identifiable at the time of Delivery. The Customer shall confirm to the Seller in writing of any such Defect as close as reasonably practicable to the time of Delivery.
    2. Any Defect must be reported immediately and within 7 days of Delivery. Any Defect reported after 7 days from Delivery shall not be authorised for return.
    3. The Customer shall afford the Seller an opportunity to inspect the Goods within a reasonable time following delivery if the Customer believes the Goods are defective or faulty in any way. If the Customer shall fail to comply with these provisions the Goods shall be presumed to be free from any Defect, Fault or damage.
    4. If the Seller agrees the Goods are defective or faulty the Goods shall either be delivered to or collected by the Seller.
    5. The Seller will not be liable for any damage to Goods which has been caused by improper storage or usage.
    6. The Goods will be returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as it reasonably possible in the circumstances.
    7. Any Goods which have become defective or faulty due to actions of the Customer, shall not be eligible for a return under this clause 8.
    8. Any Perishable Goods which expire in 3 months or less will not be considered faulty or defective due to the expiry date and cannot be returned.

  9. Remedies for defective Goods – Non-Consumer

    1. This clause 9 in its entirety only applies if the Customer is a non-Consumer.
    2. Once the Seller has received the agreed defective or faulty Goods, and the Seller was notified of the alleged Defect or Fault (as under 8.2), the Seller (at their sole discretion) will replace, repair or refund the Goods.

  10. Standard Returns – Non faulty Goods

    1. This clause 10 in its entirety only applies to the return of Goods which are non-faulty and non-defective. If there is a Defect or Fault, refer to clause 8.
    2. Bespoke Goods and Perishable Goods will not be accepted for standard returns.
    3. Special Order Goods cannot be returned after 14 days.
    4. If the Customer is a Consumer and the Goods were ordered online (or by any other type of distance selling), the Customer may return the Goods unused, in original packaging, and in a resaleable condition within 14 calendar days of purchase, for a full refund. Any returns which are received under this clause 10 in damaged condition, incomplete or which has been stored incorrectly by the Customer will not be refunded.
    5. Any returns requested between 15 and 30 calendar days of Delivery, returns will be subject to the following restocking fees:
      1. 15% for Goods;
    6. The Customer shall pay for any return shipping.

  11. Warranty

    1. For Goods not manufactured by the Seller, the warranty shall be the current warranty provided by the manufacturer of the Goods. The Seller shall not be bound by or responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.
    2. To the extent permitted by statute, no warranty is given by the Seller as to the quality or suitability of the Goods and/or Services for any purpose and any implied warranty is expressly excluded. After Delivery, the Seller shall not be responsible for any loss or damage to the Goods and/or Services, or caused by the Goods and/or Services, or any part thereof however arising.

  12. Legislation

    1. This agreement is subject to the provisions of the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982 where the Customer is a non-Consumer.
    2. This agreement is subject to the provisions of the Consumer Rights Act 2015 where the Customer is a Consumer.
    3. Notwithstanding anything in the T&Cs (including clause 20), nothing in the T&Cs is intended to have the effect of contracting out or limiting any rights, remedies and/or provisions of any laws or legislation, except to the maximum extent permitted by those acts, laws or legislation.

  13. Default & Consequences of Default

    1. Interest on overdue invoices shall accrue daily from the date when payment becomes due 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.
    2. If the Customer defaults in payment of any invoice when due, the Customer shall indemnify the Seller from and against all costs and disbursements incurred by the Seller in pursuing the debt including legal costs on a solicitor and own client basis and the Seller's collection agency costs.
    3. Without prejudice to any other remedies the Seller may have, if at any time the Customer is in breach of any obligation (including those relating to payment); the Seller may suspend or terminate the supply of Goods (under any contract) to the Customer and any of its other obligations under the T&Cs. The Seller will not be liable to the Customer for any loss or damage the Customer suffers because the Seller exercised its rights under this clause 13 in its entirety.
    4. If any account remains overdue after thirty (30) calendar 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 and this sum shall become immediately due and payable.
    5. Without prejudice to the Seller's other remedies at law, the Seller 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 Seller shall, whether or not due for payment, become immediately payable in the event that:
      1. any money payable to the Seller becomes overdue, or in the Seller's opinion the Customer will be unable to meet its payments as they fall due; or
      2. 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
      3. A receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

  14. Security and Charge

    1. Despite anything to the contrary contained in the T&Cs or any other rights which the Seller may have howsoever:
      1. where the Customer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Customer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to the Seller or the Seller's nominee to secure all amounts and other monetary obligations payable under the terms and conditions. The Customer and/or the Guarantor acknowledge and agree that the Seller (or the Seller's nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be released once all payments and other monetary obligations payable hereunder have been met.
      2. should the Seller elect to proceed in any manner in accordance with this clause 14 in its entirety, the Customer and/or Guarantor shall indemnify the Seller from and against all the Seller's costs and disbursements including legal costs on a solicitor and own client basis.
      3. The Customer and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint the Seller or the Seller's nominee as the Customer's and/or Guarantor's true and lawful attorney to perform all necessary acts to give effect to the provisions of 13.1 in entirety.

  15. Cancellation

    1. The Seller may cancel the T&Cs or cancel delivery of Goods and/or Services before the Goods and/or Services are delivered by giving written notice. On giving such notice the Seller shall repay to the Customer any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage whatever arising from such cancellation.
    2. Subject to clause 10.3, in the event that the Customer cancels delivery of Goods and/or Services the Customer shall be liable for any loss incurred by the Seller (including, but not limited to, any loss of profits or revenue) up to the time of cancellation.

  16. Data Protection Act 2018 and GDPR

    1. The Customer and the Guarantor/s (if separate to the Customer) authorises the Seller to:
      1. collect, retain and use any information about the Customer, for the purpose of assessing the Customer's creditworthiness or marketing Goods and/or Services to the Customer; and
      2. to disclose information about the Customer, whether collected by the Seller from the Customer directly or obtained by the Seller 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. The Customer shall have the right to request that the Seller supplies a copy of the information about the Customer retained by the Seller and the right to request the Seller to correct any incorrect information about the Customer held by the Seller.

  17. Literature

    1. All literature, samples, specifications, dimensions, images, and weights submitted with the Seller's quotation are approximate only and the data and descriptions contained in catalogues and other advertising material while being as accurate as possible may not necessarily be identical with Goods and/or Services the Seller supplies, and the Seller reserves the right to supply Goods and/or Services that have minor modifications in specifications as the Seller sees fit.
    2. The descriptions, online calculators, illustrations, images and performances contained in catalogues or website, other advertising material and price lists do not form part of the Contract.

  18. Limitation of Liability

    1. The extent of the Seller’s liability in connection with this Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be set out in this clause 18.
    2. The Seller 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 Seller of the T&Cs.
    3. In the event of any breach of this Contract by the Seller the remedies of the Customer shall be limited to direct damages (except where explicitly stated otherwise). Under no circumstances (subject to clause 18.4) shall the liability of the Seller exceed the Price of the Goods and/or Services (subject to clause 18.5)
    4. This clause 18 shall be construed as limiting liability to the maximum extent permitted under statute, regulation or law.
    5. The Seller shall not be liable for any advice, recommendation, information, assistance or training provided by the Seller or its employees, agents or representatives, whether provided orally, in writing, or through any digital or online means (including, without limitation, via a Seller’s website, blog content, social media channels, online articles, videos, or any other electronic platform) in connection with the sale, supply, or use of the Goods and/or Services. The Customer is solely responsible for (a) determining the suitability of the Goods for the Customer’s intended purpose and (b) all design decisions and responsibility relating to the use or installation of the Goods. For the avoidance of doubt, for the purpose of this clause 18.5, the Customer includes their designer and/or specifier.

  19. General

    1. Each clause of this contract is severable and distinct from the others. If any provision of the T&Cs (including this clause 19 or its sub-clauses) is or becomes invalid, void, illegal or unenforceable:
      1. The provision in question shall be amended as little as possible, in order to make it valid, legal and enforceable; and
      2. the validity, existence, legality and enforceability of the remaining provisions shall:
        1. not be affected, prejudiced or impaired; or
        2. be amended (as necessary) as little as possible, in order to accomplish the reasonable and valid intentions of the T&Cs.
      3. The T&Cs and any contract to which they apply shall be governed solely by the laws of England and Wales and are subject solely to the jurisdiction of the courts of England and Wales.
      4. 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 Seller.
      5. The Seller may license or sub-contract all or any part of its rights and obligations without the Customer's consent.
      6. The Seller reserves the right to review the T&Cs at any time. If, following any such review, there is to be any change to the T&Cs, then that change will take effect from the date on which the Seller notifies the Customer of such change. Except where the Seller supplies further Goods and/or Services to the Customer and the quote was accepted (as per clause 2.1) prior to the notification of the amendment of the T&Cs, the Customer shall be under no obligation to accept such changes for the T&Cs applicable to that Contract.

  20. Force Majeure

    1. This clause 20 in its entirety is applicable to any and all clauses in the T&Cs notwithstanding anything else in the T&Cs (apart from clause 12.3).
    2. Neither party shall be liable for any default or loss (direct or indirect) due to any act of God, war, terrorism, strike, lock-out, civil commotion, industrial action, fire, flood, drought, storm, hurricane, pandemic, epidemic, disease, accident, embargo, government action, order, or decree, failure or default of sub-contractors, or other event beyond the reasonable control of either party.

Ecological Building Systems Ltd (Ireland)

1. Definitions

1.1 'Agent' shall mean MacCann & Byrne Limited its successors and assigns or any person acting on behalf of and with the authority of MacCann & Byrne 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 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 Agent 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 Agent to the Customer.

1.5 'Services' shall mean all services supplied by the Agent 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 Agent and the Customer subject to clause 3 of this contract.

2. Acceptance

2.1 Any instructions received by the Agent from the Customer for the supply of Goods and/or the Customer's acceptance of Goods supplied by the Agent 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 Agent.

2.4 The Customer undertakes to give the Agent 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.

3. Price And Payment

3.1 At the Agent's sole discretion the Price shall be either;

(a) as indicated on invoices provided by the Agent to the Customer in respect of Goods supplied; or

(b) The Agent's quoted Price (subject to clause 3.2) which shall be binding upon the Agent provided that the Customer shall accept the Agent's quotation in writing within thirty (30) days.

3.2 The Agent reserves the right to change the Price in the event of a variation to the Agent's quotation.

3.3 At the Agent's sole discretion a deposit may be required.

3.4 Time for payment for the Goods for approved customers shall be thirty

(30) days from date of invoice.

3.5 At the Agent's sole discretion;

(a) payment shall be due before delivery of the Goods, or

(b) Payment for approved Customers shall be made by instalments in accordance with the Agent's payment schedule.

3.6 Payment will be made by cheque, or by bank cheque, or by credit card, or by direct credit, or by any other method as agreed to between the Customer and the Agent.

3.7 VAT and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.

4. Delivery of Goods

4.1 At the Agent's sole discretion delivery of the Goods shall take place when;

(a) the Customer takes possession of the Goods at the Agent's address or

(b) the Customer takes possession of the Goods at the Customer's address (in the event that the Goods are delivered by the Agent or the Agent's nominated carrier); or

(c) The Customer's nominated carrier takes possession of the Goods in which event the carrier shall be deemed to be the Customer's agent.

4.2 The Agent has a minimum delivery charge of '10 but we reserve the right to charge more depending on the mileage or the size of the order.

4.3 The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged then the Agent shall be entitled to charge a reasonable fee for redelivery.

4.4 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.

4.5 The Agent may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in these terms and conditions.

4.6 The Customer shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or lesser than the quantity purchased provided that;

(a) such discrepancy in quantity shall not exceed 5%, and

(b) The Price shall be adjusted pro rata to the discrepancy.

4.7 The failure of the Agent to deliver shall not entitle either party to treat this contract as repudiated.

4.8 The Agent shall not be liable for any loss or damage whatever due to failure by the Agent to deliver the Goods (or any of them) promptly or at all.

5. Risk

5.1 If the Agent retains ownership of the Goods nonetheless, all risk for the Goods passes to the Customer on delivery.

5.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, the Agent is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by the Agent is sufficient evidence of the Agent's rights to receive the insurance proceeds without the need for any person dealing with the Agent to make further enquiries.

6. Title

6.1 It is the intention of the Agent and agreed by the Customer that ownership of the Goods shall not pass until:

(a) the Customer has paid all amounts owing for the particular Goods, and

(b) The Customer has met all other obligations due by the Customer to the Agent in respect of all contracts between the Agent and the Customer.

6.2 Receipt by the Agent 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 Agent's ownership or rights in respect of the Goods shall continue.

6.3 It is further agreed that:

(a) where practicable the Goods shall be kept separate and identifiable until the Agent shall have received payment and all other obligations of the Customer are met; and

(b) Until such time as ownership of the Goods shall pass from the Agent to the Customer the Agent may give notice in writing to the Customer to return the Goods or any of them to the Agent. Upon such notice the rights of the Customer to obtain ownership or any other interest in the Goods shall cease; and

(c) the Agent shall have the right of stopping the Goods in transit whether or not delivery has been made; and

(d) the Customer is only a bailee of the Goods and until such time as the Agent has received payment in full for the Goods then the Customer shall hold any proceeds from the sale or disposal of the Goods on trust for the Agent; and

(e) the Customer shall not deal with the money of the Agent in any way which may be adverse to the Agent; and

(f) the Customer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of the Agent; and

(g) the Agent can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Customer; and

(h) Until such time that ownership in the Goods passes to the Customer, if the Goods are converted into other products, the parties agree that the Agent will be the owner of the end products.

7. Customer's Disclaimer

7.1 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 Agent and the Customer acknowledges that the Goods are bought relying solely upon the Customer's skill and judgment.

8. Defects

8.1 The Customer shall inspect the Goods on delivery and shall within fifteen days (15) days notify the Agent in writing of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford the Agent 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 Agent has agreed in writing that the Customer is entitled to reject, the Agent's liability is limited to either (at the Agent's discretion) replacing the Goods or repairing the Goods. 

9. Returns

9.1 Special Orders, Non-Stock Items and all Natural Insulation Products will not be accepted for return.

9.2 Returns will only be accepted provided that:

(a) the Customer has complied with the provisions of clause 8.1; and

(b) the Agent has agreed in writing to accept the return of the Goods; and

(c) the Goods are returned at the Customer's cost within fifteen (15) days of the delivery date; and

(d) the Agent 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.

9.3 The Agent may (in its discretion) accept the return of Goods for credit or refund but this may incur a handling fee of 15% of the value of the returned Goods plus any freight.

10. Warranty

10.1 For Goods not manufactured by the Agent, the warranty shall be the current warranty provided by the manufacturer of the Goods. The Agent shall not be bound by or responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.

10.2 To the extent permitted by statute, no warranty is given by the Agent as to the quality or suitability of the Goods for any purpose and any implied warranty is expressly excluded. The Agent shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof however arising.

11. 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 8, 9 and 10 above shall be subject to any laws or legislation governing the rights of consumers.

12. Default & Consequences of Default

12.1 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.

12.2 If the Customer defaults in payment of any invoice when due, the Customer shall indemnify the Agent from and against all costs and disbursements incurred by the Agent in pursuing the debt including legal costs on a solicitor and own client basis and the Agent's collection agency costs.

12.3 Without prejudice to any other remedies the Agent may have, if at any time the Customer is in breach of any obligation (including those relating to payment); the Agent may suspend or terminate the supply of Goods to the Customer and any of its other obligations under the terms and conditions. The Agent will not be liable to the Customer for any loss or damage the Customer suffers because the Agent exercised its rights under this clause.

12.4 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.

12.5 Without prejudice to the Agent's other remedies at law the Agent 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 Agent shall, whether or not due for payment, become immediately payable in the event that:

(a) any money payable to the Agent becomes overdue, or in the Agent'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.

13. Security and Charge

13.1 Despite anything to the contrary contained herein or any other rights which the Agent may have howsoever:

(a) where the Customer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Customer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to the Agent or the Agent's nominee to secure all amounts and other monetary obligations payable under the terms and conditions. The Customer and/or the Guarantor acknowledge and agree that the Agent (or the Agent's nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be released once all payments and other monetary obligations payable hereunder have been met.

(b) should the Agent elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Customer and/or Guarantor shall indemnify the Agent from and against all the Agent's costs and disbursements including legal costs on a solicitor and own client basis.

(c) The Customer and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint the Agent or the Agent's nominee as the Customer's and/or Guarantor's true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 13.1.

14. Cancellation

14.1 The Agent may cancel these terms and conditions or cancel delivery of Goods at any time before the Goods are delivered by giving written notice. On giving such notice the Agent shall repay to the Customer any sums paid in respect of the Price. The Agent shall not be liable for any loss or damage whatever arising from such cancellation.

14.2 In the event that the Customer cancels delivery of Goods the Customer shall be liable for any loss incurred by the Agent (including, but not limited to, any loss of profits) up to the time of cancellation.

15. Data Protection Act 1988 & Data Protection Act 2003

15.1 The Customer and the Guarantor/s (if separate to the Customer) authorises the Agent 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 Agent from the Customer directly or obtained by the Agent 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.

15.2 Where the Customer is an individual the authorities under (clause 15.1) are authorities or consents for the purposes of the Data Protection Act

1988 & Data Protection Act 2003.

15.3 The Customer shall have the right to request the Agent for a copy of the information about the Customer retained by the Agent and the right to request the Agent to correct any incorrect information about the Customer held by the Agent.

16. Literature

16.1 All literature, samples, specifications, dimensions and weights submitted with the Agent's quotation are approximate only and the data and descriptions contained in catalogues and other advertising material while being as accurate as possible may not necessarily be identical with products and services the Agent supplies, and the Agent reserves the right to supply products that have minor modifications in specifications as the Agent sees fit.

16.2 The descriptions, illustrations and performances contained in catalogues, other advertising material and price lists do not form part of the contract of sale of the products.

17. General

17.1 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.

17.2 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 Ireland.

17.3 The Agent 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 Agent of these terms and conditions.

17.4 In the event of any breach of this contract by the Agent the remedies of the Customer shall be limited to damages. Under no circumstances shall the liability of the Agent exceed the Price of the Goods.

17.5 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 Agent.

17.6 The Agent may license or sub-contract all or any part of its rights and obligations without the Customer's consent.

17.7 The Agent 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 Agent notifies the Customer of such change. Except where the Agent supplies further Goods to the Customer and the Customer accepts such Goods, the Customer shall be under no obligation to accept such changes.

17.8 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.

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