Terms and conditions – Irish Peaks

TERMS & CONDITIONS

Definitions
1. 1. “Agent” shall mean Sooner than Later Solutions Limited its successors and
    assigns or any person acting on behalf of and with the authority of Sooner
    than Later Solutions Limited.
  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.
  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
  4. “Goods/Services/Services”shallmean Goods/Services/Services
    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.
  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/ Services as
    defined above).
  6. “Price” shall mean the cost of the Goods/Services as agreed
    between the Agent and the Customer subject to clause 3 of this contract.
Acceptance
1. Any instructions received by the Agent from the Customer for the
  supply of Goods/Services and/or the Customer’sacceptance of
  Goods/Services supplied by the Agent shallconstitute acceptance of
  the terms and conditions contained herein.
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 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.
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.
Price And Payment
1. At the Agent’s sole discretion the Price shall be as indicated on
  invoices provided by the Agent to the Customer in respect of
  Goods/Services supplied.
2. Time for payment for the Goods/Services 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 thirty (30) days following the date of the
  invoice.
3. 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.
4. 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.
5. The Agents written quotation price will be valid for three (3) months
6. Quotations are based on the current cost of production and are
  subject to amendments to meet variation in production costs between
  quotation and date of execution of order.
Delivery Of Goods/Services
1. At the Agent’s sole discretion delivery of the Goods/Services shall take
  place when;
  (a) the Customer takes possession of the Goods/Services at the Agent’s
  address; or
  (b) the Customer takes possession of the Goods/Services at the
  Customer’s address (in the event that the Goods/Services are
  delivered by the Agent or the Agent’s nominated carrier); or
  (c) The Customer’s nominated carrier takes possession of the
  Goods/Services in which event the carrier shall be deemed to be the
  Customer’s agent.
2. At the Agent’s sole discretion the costs of delivery are;
  (a) included in the Price, or
  (b) In addition to the Price.
  (c) Good/services held for convenience of customer may be subject to
  warehousing charges, such goods are held at customer risk in regard
  to unforeseen damage or loss.
3. The Customer shall make all arrangements necessaryto take delivery
  of the Goods/Services whenever they are tendered for delivery. In the
  event that the Customer is unable to take delivery of the
  Goods/Services as arranged then the Agent shall be entitled to charge
  a reasonable fee for redelivery.
4. Delivery of the Goods/Services to a third party nominated by the
  Customer is deemed to be delivery to the Customer for the purposes
  of this agreement.
5. The Agent may deliver the Goods/Services by separate instalments.
  Each separate instalment shall be invoiced and paid for in accordance
  with the provisions in these terms and conditions.
6. The Customer shall take delivery of the Goods/Services 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.
7. The failure of the Agent to deliver shall not entitle either party to
  treat this contract as repudiated.
8. The Agent shall not be liable for any loss or damage whatever
  due to failure by the Agent to deliver the Goods/Services (or anyof
  them) promptly or at all.
. Risk
1. If the Agent retains ownership of the Goods/Services nonetheless, all
  risk for the Goods/Services passes to the Customer on delivery.
Title
1. It is the intention of the Agent and agreed by the Customer that
  ownership of the Goods/Services shall not pass until:
  (a) the Customer has paid all amounts owing for the particular Goods
  /Services, 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.
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 theAgent’s ownership
  or rights in respect of the Goods/Services shall continue.
3. It is further agreed that:
  (a) where practicable the Goods/Services 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/Services shall pass from
  the Agent to the Customer the Agent may give notice in writing to the
  Customer to return the Goods/Services 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/Services shall cease; and
  (c) the Agent shall have the right of stopping the Goods/Services in transit
  whether or not delivery has been made; and
  (d) the Customer is only a bailee of the Goods/Services and unti such time
  as the Agent has received payment in full for the Goods/Services then
  the Customer shall hold any proceeds from the sale or disposal of the
  Goods/Services on trust for the Agent; and
  (e) the Customer shall not deal with the money of the Agent in anyway
  which may be adverse to the Agent; and
  (f) the Customer shall not charge the Goods/Services in any way nor
  grant nor otherwise give any interest in the Goods/Services while they
  remain the property of the Agent; and
  (g) the Agent can issue proceedings to recover the Price of the Goods
  /Services sold notwithstanding that ownership of the Goods/Services
  may not have passed to the Customer; and
  (h) Until such time that ownership in the Goods/Services passes to the
  Customer, if the Goods/Services are converted into other products,
  the parties agree that the Agent will be the owner of the end products.
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 Agent and the
  Customer acknowledges that the Goods/ Services are bought relying
  solely upon the Customer’s skill and judgment.
Defects
1. The Customer shall inspect the Goods/Services on delivery and shall
  within ten (10) days notify the Agent 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/Services within a reasonable time following delivery if the
  Customer believes the Goods/ Services are defective in any way. If
  the Customer shall fail to comply with these provisions the Goods
  /Services shall be presumed to be free from any defect or damage.
  For defective Goods/Services, 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/Services or
  repairing the Goods/Services.
Warranty
1. To the extent permitted by statute, no warranty is given by the Agent
  as to the quality or suitability of the Goods/Services for any purpose
  and any implied warranty is expressly excluded. The Agent shall not
  be responsible for any loss or damage to the Goods/Services, or
  caused by the Goods/Services, or any part thereof however arising.
Sale of Goods/Services Act 1893 and Sale of Goods/Services and
Supply of Services Act 1980
1. This agreement is subject to the provisions of the Sale of Goods/
  Services Act 1893 and the Sale of Goods/Services 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).
2. Notwithstanding clause 11.1 nothing in this agreement is intended tohave the effect of contracting out of any applicable provisions of the
  Sale of Goods/Services Act 1893 (in particular sections 12-15), or the
  Sale of Goods/Services 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.
3. In particular where the Customer buys Goods/Services 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.
Default & Consequences of Default
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.
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 Customer basis and the Agent’s
  collection agency costs.
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/Services 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.
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.
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.
Intellectual Property
1. Where the Agent has designed, drawn or written Goods/Services
  and/or Services for the Customer, then the copyright in those designs
  and drawings shall remain vested in the Agent, and shall only be used
  by the Customer at the Agent’s discretion.
Security and Charge
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
  Customer 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.
Cancellation
1. The Agent may cancel these terms and conditions or cancel delivery
  of Goods/Services at any time before the Goods/Services are
  delivere d 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.
2. In the event that the Customer cancels delivery of Goods/Services 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.
Data Protection Act 1988 & Data Protection Act 2003
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.
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.
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.
General
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.
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.
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.
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/Services.
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.
6. The Agent may license or sub-contract all or any part of its rights
  and obligations without the Customer’s consent.
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/ Services to the Customer
  and the Customer accepts such Goods/ Services, the Customer shall
  be under no obligation to accept such changes.
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.
Processing Terms
a) Mailing list format must be in MS Excel or compatible format. Letter
text format to be supplied in MS Word or high resolution PDF.
b) Turn-around time 1/4 days from receipt of all approved elements.
c) Postage costs will always be paid in advance as per the Agent’s
payment terms with an Post.
d) The Agent requires to know where to deliver any left over product or if
the product requires re-cycling.
e) The Agent cannot take responsibility for any leftovers left in or around
the company’s environs after 5 working days following production.
f) Processes which are unable to complete due to stock shortages shall
incur a second set-up fee of €180.00.
g) The Customer shall bear the cost of Couriers required in the
completion of any part of the process. The minimum charge within the
Dublin City and County area is €45.00 per commissioning.
h) The Agent shall provide Data Cleansing where necessary. This is
charged at the rate of €62.00 per hour.